<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 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. 69 [X]
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 42 [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 [X] on December 31, 1997
pursuant to paragraph (b) pursuant to paragraph (a)(1)
[ ] on September 1, 1997 [ ] 75 days after filing
pursuant to paragraph (b) pursuant to paragraph (a)(2)
[ ] 60 days after filing [ ] on (date) pursuant to paragraph (a)(2).
pursuant to paragraph (a)(1)
If appropriate, check the following box:
[ ] this post effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest.
Information Age Portfolio, Worldwide Developing Resources Portfolio and
Worldwide Health Sciences Portfolio have also executed this Registration
Statement.
- ------------------------------------------------------------------------------
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under the Securities Act of
1933
Part A -- The combined Prospectus of:
Eaton Vance Information Age Fund
Eaton Vance Worldwide Developing Resources Fund
Eaton Vance Worldwide Health Sciences Fund
Part B -- The combined Statement of Additional Information of:
Eaton Vance Information Age Fund
Eaton Vance Worldwide Developing Resources Fund
Eaton Vance Worldwide Health Sciences 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
CROSS REFERENCE SHEET FOR
EATON VANCE INFORMATION AGE FUND EATON VANCE WORLDWIDE
DEVELOPING RESOURCES FUND
EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
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 Funds' Financial Highlights; Performance
Information
4. .............. General Description of Registrant The Funds' Investment Objective; Investment Policies
and Risks; Organization of the Funds and the
Portfolios
5. .............. Management of the Fund Management of Fund and the Portfolios
5A............... Management's Discussion of Fund Not Applicable
Performance
6. .............. Capital Stock and Other Securities Organization of the Funds and the Portfolios; Reports
to Shareholders; The Lifetime Investing Account/
Distribution Options; Distributions and Taxes
7. .............. Purchase of Securities Being Offered Valuing Shares; How to Buy Shares; Distribution and
Service Plans; The Lifetime Investing Account/
Distribution Options; The Eaton Vance Exchange
Privilege; Eaton Vance Shareholder Services
8. .............. Redemption or Repurchase How to Redeem Shares
9. .............. Pending Legal Proceedings Not Applicable
<CAPTION>
PART B
ITEM NO. ITEM CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ------ -------- -------------------------------------------------------
<C> <C> <C>
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
15. .............. Control Persons and Principal Holders Control Persons and Principal Holders of Securities
of Securities
16. .............. Investment Advisory and Other Management of the Funds and the Portfolios; Service
Services Plan -- Class A Shares; Distribution Plans -- Class B
and Class C Shares; Custodian; Independent Certified
Public Accountants; Other Information
17. .............. Brokerage Allocation and Other Portfolio Security Transactions
Practices
18. .............. Capital Stock and Other Securities Other Information
19. .............. Purchase, Redemption and Pricing of Determination of Net Asset Value; Principal
Securities Being Offered Underwriter; Services for Accumulation -- Class A
Shares; Service for Withdrawal; Service Plan -- Class
A Shares; Distribution Plans -- Class B and Class C
Shares
20. .............. Tax Status Taxes
21. .............. Underwriters Principal Underwriter
22. .............. Calculation of Performance Data Investment Performance
23. .............. Financial Statements Financial Statements
</TABLE>
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
EATON VANCE WORLDWIDE DEVELOPING RESOURCES FUND
EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
EATON VANCE INFORMATION AGE FUND
- --------------------------------------------------------------------------------
o EATON VANCE WORLDWIDE DEVELOPING RESOURCES FUND (THE "DEVELOPING RESOURCES
FUND") IS A MUTUAL FUND SEEKING CAPITAL APPRECIATION AND PROTECTION OF
PURCHASING POWER THROUGH NATURAL RESOURCE RELATED INVESTMENTS.
o EATON VANCE WORLDWIDE HEALTH SCIENCES FUND (THE "HEALTH SCIENCES FUND") IS A
MUTUAL FUND SEEKING LONG-TERM CAPITAL GROWTH BY INVESTING IN A GLOBAL AND
DIVERSIFIED PORTFOLIO OF HEALTH SCIENCES COMPANIES.
o EATON VANCE INFORMATION AGE FUND (THE "INFORMATION AGE FUND") IS A MUTUAL
FUND SEEKING LONG-TERM CAPITAL GROWTH BY INVESTING IN A GLOBAL AND
DIVERSIFIED PORTFOLIO OF SECURITIES OF INFORMATION AGE COMPANIES.
EACH FUND INVESTS ITS ASSETS IN A CORRESPONDING OPEN-END INVESTMENT COMPANY (A
"PORTFOLIO") HAVING THE SAME INVESTMENT OBJECTIVE AS THE FUND, RATHER THAN BY
DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES. EACH FUND IS
A SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST").
SHARES OF THE FUNDS 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 FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME
OR ALL OF THE PRINCIPAL INVESTMENT.
This combined Prospectus is designed to provide you with information you should
know before investing. Please retain this document for future reference. A
combined Statement of Additional Information dated January 1, 1998 for the
Funds, as supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated herein by reference.
This Statement of Additional Information is available without charge from the
Funds' principal underwriter, Eaton Vance Distributors, Inc. (the "Principal
Underwriter") 24 Federal Street, Boston, MA 02110 (telephone (800) 225-6265).
- ------------------------------------------------------------------------------
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 Shares ..................................... 20
The Funds' Financial Highlights .............. 4 How to Redeem Shares .................................. 22
The Funds' Investment Objectives ............. 7 Reports to Shareholders ............................... 24
Investment Profiles .......................... 7 The Lifetime Investing Account/Distribution
Investment Policies and Risks ................ 9 Options ............................................. 24
Organization of the Funds and the Portfolios . 14 The Eaton Vance Exchange Privilege .................... 25
Management of the Funds and the Portfolios ... 15 Eaton Vance Shareholder Services ...................... 26
Distribution and Service Plans ............... 18 Distributions and Taxes ............................... 27
Valuing Shares ............................... 19 Performance Information ............................... 28
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED JANUARY 1, 1998
<PAGE>
<TABLE>
<CAPTION>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- -----------------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------- -------- --------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 5.75% None None
Sales Charges Imposed on Reinvested Distributions None None None
Fees to Exchange Shares None None None
Maximum Contingent Deferred Sales Charge None 5.00% 1.00%
</TABLE>
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of
average daily net assets)
- --------------------------------------------------------------------------------
INVESTMENT RULE 12B-1
ADVISER DISTRIBUTION
AND/OR AND/OR TOTAL
MANAGEMENT SERVICE OTHER OPERATING
FEES FEES EXPENSES EXPENSES
--------- --------- --------- ---------
DEVELOPING RESOURCES FUND
Class A shares 0.75% 0.00% 0.82% 1.57%
Class B shares 0.75% 0.92% 0.82% 2.49%
HEALTH SCIENCES FUND
Class A shares 1.37% 0.25% 0.38% 2.00%
Class B shares 1.37% 0.85% 0.38% 2.60%
Class C shares 1.37% 1.00% 0.38% 2.75%
INFORMATION AGE FUND
Class A shares 1.25% 0.50% 0.96% 2.71%
Class B shares 1.25% 0.80% 0.96% 3.01%
Class C shares 1.25% 0.96% 0.96% 3.21%
EXAMPLE
- --------------------------------------------------------------------------------
An investor would pay the following expenses and, in the case of Class A shares,
maximum initial sales charge, or, in the case of Class B and Class C shares, the
applicable contingent deferred sales charge on a $1,000 investment, assuming (a)
5% annual return and (b) redemption at the end of each period (and, for Class B
and Class C, no redemption):
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
DEVELOPING RESOURCES FUND
Class A shares $73 $104 $138 $233
Class B shares $75 $118 $153 $283
Class B (no redemption) $25 $ 78 $133 $283
HEALTH SCIENCES FUND
Class A shares $77 $117 $159 $277
Class B shares $76 $121 $158 $293
Class B (no redemption) $26 $ 81 $138 $293
Class C shares $38 $ 85 $145 $308
Class C (no redemption) $28 $ 85 $145 $308
INFORMATION AGE FUND
Class A shares $83 $137 $193 $344
Class B shares $80 $133 $178 $333
Class B shares (no redemption) $30 $ 93 $158 $333
Class C shares $42 $ 99 $168 $351
Class C shares (no redemption) $32 $ 99 $168 $351
NOTES:
The table and Examples summarize the aggregate expenses of the Portfolios and
each class of shares of the Funds and are designed to help investors understand
the costs and expenses they will bear, directly or indirectly, by investing in a
Fund. Information for Class B shares of the Information Age and Developing
Resources Funds are based on their expenses for the most recent fiscal year
except for service fees which have been estimated. Information for Class A
shares of Developing Resources Fund and Class A and Class C shares of
Information Age Fund is estimated based upon the most recent fiscal year of its
predecessor fund adjusted for the multiple-class structure. Information for
Class A, Class B and Class C shares of the Health Sciences Fund is estimated for
the current fiscal year. Management Fees for the Information Age Fund include
management fees paid by each Class and investment advisory and administration
fees paid by the Portfolio of 0.25%, 0.75% and 0.25%, respectively. Management
Fees for the Health Sciences Fund include estimated management fees paid by each
Class and investment advisory and administration fees paid by the Portfolio of
0.25%, 0.87% and 0.25%, respectively. The advisory fee is subject to a
performance adjustment after September 1, 1997. See "Management of the Funds and
the Portfolios." The Manager of the Health Sciences Fund has agreed to waive its
fee and/or reimburse Class A for operating expenses to maintain an annual
expense ratio of 2.00% or less until August 31, 1999.
Each Fund offers multiple classes of shares. Class A shares are sold subject to
a sales charge imposed at the time of purchase. No sales charge is payable at
the time of purchase on investments in Class A shares of $1 million or more.
However, 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. Class B shares are sold subject to a declining CDSC (5% maximum) if
redeemed within six years of purchase and Class C shares are sold subject to a
1% CDSC if redeemed within one year of purchase. The CDSC does not apply in
certain circumstances. See "How to Buy Shares" and "How to Redeem Shares".
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual annual
return will vary. Long-term shareholders in Class B and Class C shares 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. For
further information regarding the expenses of both the Funds and the Portfolios,
see "The Funds" Financial Highlights", "Management of the Funds and the
Portfolios", "Distribution and Service Plans" and "How to Redeem Shares".
For Developing Resources Fund Class A 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 Developing
Resources Fund expects to begin making service fee payments during the quarter
ending September 30, 1998. After such date, other expenses will be higher. See
"Distribution and Service Plans".
Each Fund invests exclusively in its corresponding Portfolio. Other investment
companies and investors with different distribution arrangements and fees are
investing in the Portfolios and others may do so in the future. See
"Organization of the Funds and the Portfolios".
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements that appear in the Funds' annual reports to shareholders.
The Developing Resources Fund's annual financial statements have been audited
by , independent accountants, the Health Sciences Fund's
annual financial statements have been audited by ,
independent accountants and the Information Age Fund's annual financial
statements have been audited by , independent
accountants, as experts in accounting and auditing. The annual financial
statements and the independent auditors' reports are incorporated by reference
into the Statement of Additional Information. Further information regarding
the performance of a Fund is contained in its annual report to shareholders
which may be obtained without charge by contacting the Principal Underwriter.
The financial information for each of the periods presented in the Funds'
Financial Highlights are for a Fund prior to reclassification as a separate
Class of shares on September 1, 1997. Information for the new Classes of
shares are not presented because these classes did not exist prior to
September 1, 1997. The Financial Highlights for the new Classes will differ due
to the different fees borne by them.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DEVELOPING RESOURCES FUND -- CLASS B SHARES
----------------------------------------------------------------------------------------------------------
YEAR ENDED AUGUST 31, YEAR ENDED SEPTEMBER 30,
-------------------------- -----------------------------------------------------------------
1997 1996 1995++ 1994 1993 1992 1991 1990 1989 1988**
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
NET ASSET VALUE,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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)%+
</TABLE>
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).
(See footnotes on page 6.)
<PAGE>
<TABLE>
<CAPTION>
THE FUNDS' FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------
ADJUSTED FOR 100%
STOCK DIVIDEND --
RECORD DATE
SEPTEMBER 23, 1996 HEALTH SCIENCES FUND -- CLASS A SHARES
- -------------------- ---------------------------------------------------------------------------------------------------
YEAR ENDED AUGUST 31,
---------------------------------------------------------------------------------------------------
1997 1996(3) 1995(3) 1994(3) 1993(3) 1992(3) 1991(3) 1990(3) 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
PER SHARE DATA
NET ASSET VALUE, at
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
beginning of year .. $ $ 11.71 $ 9.15 $ 9.64 $ 8.97 $ 8.57 $ 7.35 $ 6.96 $ 5.30 $ 7.63 $ 6.82
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment
income (loss) .... (0.23) (0.17) (0.16) (0.13) (0.13) (0.11) (0.16) (0.43) (0.23) (0.10)
Net realized and
unrealized gain
(loss) on
investments ...... 3.46 3.41 0.43 1.86 1.15 2.15 0.91 2.09 (1.58) 1.30
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from
investment
operations ..... 3.23 3.24 0.27 1.73 1.02 2.04 0.75 1.66 (1.81) 1.20
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS FROM:
Net realized gain
on investments .. 1.40 0.68 0.76 1.06 0.62 0.81 0.36 -- 0.52 0.39
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, at
end of year ....... $ $ 13.54 $ 11.71 $ 9.15 $ 9.64 $ 8.97 $ 8.58 $ 7.35 $ 6.96 $ 5.30 $ 7.63
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN(2) .... % 31.04% 38.13% 2.69% 21.37% 12.04% 30.60% 11.13% 31.32% (25.30)% 19.81%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of year
(in thousands) ..... $ $55,016 $17,690 $13,231 $10,223 $11,415 $ 6,955 $ 3,771 $ 2,754 $ 2,819 $ 4,015
Ratio of operating
expenses to
average net
assets(7):
Before expense
reimbursement .... % 2.21% 2.44% 2.67% 2.87% 2.59% 3.74% 4.77% 5.54% 5.71% 6.72%
After expense
reimbursement .... % N/A N/A 2.50% 2.50% 2.48% 2.50% 3.51% 5.27% 5.59% 6.08%
Ratio of net
investment loss
to average net
assets:
Before expense
reimbursement ... % (1.81)% (1.80)% (1.82)% (1.90)% (1.56)% (2.71)% (3.51)% (4.00)% (4.12)% (5.01)%
After expense
reimbursement ... % N/A N/A (1.65)% (1.53)% (1.45)% (1.47)% (2.26)% (3.73)% (4.00)% (4.37)%
PORTFOLIO TURNOVER
RATE .............. 66% 45% 49% 77% 71% 81% 143% 75% 59% 95%
AVERAGE COMMISSION
RATE (PER SHARE OF
SECURITY)(5) ...... $0.0864 N/A N/A N/A N/A N/A N/A N/A N/A N/A
(See footnotes on page 6.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------
INFORMATION AGE FUND -- CLASS B
SHARES
------------------------------------
YEAR ENDED AUGUST 31,
------------------------------------
1997 1996**
------ ------
NET ASSET VALUE, beginning of period $ $ 10.000
------ --------
INCOME FROM OPERATIONS:
Net investment loss $ $ (0.134)
Net realized and unrealized gain on
investments 1.178
------ --------
Total income from operations $ $ 1.040
------ --------
LESS DISTRIBUTIONS FROM:
Net realized gain on investments $ --
------ ------
Total distributions $ --
------ ------
NET ASSET VALUE, end of period $ $11.040
====== =======
TOTAL RETURN(2) 10.40%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's
omitted) $ $21,800
Ratio of net expenses to average net
assets*** 2.96%+
Ratio of net investment loss to
average net assets (1.34)%+
NOTE: Certain of the above per share information was computed based on average
shares outstanding.
**For the Developing Resources Fund, for the period from the start of business,
October 21, 1987, to September 30, 1988 and for the Information Age Fund for
the period from the start of business, September 18, 1995, to August 31,
1996.
***Includes the Fund's share of the Portfolio's allocated expenses.
+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. Total return is computed on a non-annualized basis.
(3)Computed using 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. Average commission rate for the period since a
Fund transferred substantially all of its investable assets to a Portfolio is
shown in the Portfolio's financial statements.
(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 a 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.
(7)Since September, 1989, Mehta and Isaly Asset Management, Inc. as adviser and
the administrator reimbursed a portion of their fees, when necessary, in
order to allow the Health Sciences Fund to operate within the expense
limitation of any state having jurisdiction over the Health Sciences Fund
and/or to maintain a specific expense ratio.
<PAGE>
THE FUNDS' INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
The investment objective(s) of each Fund are set forth below. Each Fund
currently seeks to meet is investment objective(s) by investing its assets in a
separate corresponding open-end management investment company (a "Portfolio").
Each Portfolio has the same investment objective(s) as its corresponding Fund.
EATON VANCE WORLDWIDE DEVELOPING RESOURCES FUND ("DEVELOPING RESOURCES FUND")
SEEKS TO PROVIDE CAPITAL APPRECIATION AND PROTECTION OF THE PURCHASING POWER OF
THE SHAREHOLDER'S CAPITAL. Developing Resources Fund invests its assets in
Worldwide Developing Resources Portfolio ("Developing Resources Portfolio"),
which invests in natural resources related investments.
EATON VANCE WORLDWIDE HEALTH SCIENCES FUND ("HEALTH SCIENCES FUND") SEEKS
LONG-TERM CAPITAL GROWTH BY INVESTING IN A GLOBAL AND DIVERSIFIED PORTFOLIO OF
HEALTH SCIENCES COMPANIES. Health Sciences Fund invests its assets in
Worldwide Health Sciences Portfolio ("Health Sciences Portfolio"), which
invests in securities of health sciences companies.
EATON VANCE INFORMATION AGE FUND ("INFORMATION AGE FUND") SEEKS LONG-TERM
CAPITAL GROWTH. Information Age Fund invests its assets in Information Age
Portfolio, which invests in securities of information age companies.
Except as otherwise indicated in this Prospectus, the investment objective and
policies of each Fund and its corresponding Portfolio are the same and 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 any
Fund's objective and intend to submit any proposed material change in investment
objective to shareholders for their approval.
Each Fund is intended for long-term investors who can withstand share price
fluctuations and can accept international risks and little or no current income.
Prospective investors should take into account their objectives and other
investments when considering the purchase of a Fund's shares. No Fund is a
complete investment program and poses special risks. The Information Age
Portfolio is exposed to technology orientated companies; the Worldwide Health
Sciences Portfolio concentrates its investments in medical research and the
health care industry, and the Worldwide Developing Resources Portfolio is
subject to the volatile market in which natural resource investments are traded.
Numerous worldwide economic, financial and political factors can affect a
Portfolio's holdings. No Fund can assure achievement of its investment
objective.
Boston Management and Research ("BMR"), a wholly-owned subsidiary of Eaton
Vance, serves as investment adviser to Information Age Portfolio and Worldwide
Developing Resources Portfolio. In addition, Lloyd George Investment Management
(Bermuda) Limited ("Lloyd George") serves as investment adviser to Information
Age Portfolio and Mehta and Isaly Asset Management, Inc. ("M&I") serves as
investment adviser to Worldwide Health Sciences Portfolio (each an "Adviser,"
collectively, the "Advisers"). The sponsor and manager of the Funds and the
administrator of the Portfolios is Eaton Vance Management, 24 Federal Street,
Boston, MA 02110 ("Eaton Vance" or the "Manager").
INVESTMENT PROFILES
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NATURAL RESOURCE OPPORTUNITIES
The Adviser to the Developing Resources Portfolio, BMR, 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.
BMR 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. BMR's flexible investment approach enables it to change
the Developing Resources Portfolio's investment emphasis to various subsectors
within the large natural resource investment sector depending upon it's outlook
as to developments and trends which may affect the value of and prospects for
different types of natural resource related investments.
In reviewing natural resource related investments available to the Developing
Resources Portfolio, BMR will consider, among other investments, domestic and
foreign companies which may
o EXPLORE FOR, FINANCE, DEVELOP, PRODUCE OR HOLD PRECIOUS METALS. BMR 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, BMR 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.
HEALTH SCIENCE INVESTMENTS
Markets for health sciences products and services have undergone significant
growth over the last 25 years. In the U.S., the Department of Health and Human
Services estimates health care expenditures alone could increase to over 16% of
gross national product by the year 2000, compared to 7.6%, 10.3% and 14.0% in
1972, 1982 and 1992, respectively. Outside the U.S., most developed countries
are seeing similar growth in health care expenditures. In emerging markets,
health care spending is increasing as standards of living are improving and as
revenues become available to fund government and private programs to address
basic health needs. Factors contributing to this growth include demographic
shifts tending to a higher world population and a larger elderly populaton in
industrialized nations, technological advances, and popular acceptance of and
worldwide familiarity with health care products, resulting in high consumer
demand. In addition to increased demand for health science products and
services, substantial public and private expenditures on basic medical research
and advances in technology have accelerated the pace of medical discoveries. The
Adviser of the Health Sciences Portfolio, M&I, believes that the rate of change
may accelerate in the future, causing certain segments of the business to
decline and others to experience growth. Favorable investment opportunities may
be found in companies that provide products or services designed for the
prevention, diagnosis and treatment of physical and mental disorders.
In making portfolio selections, in addition to evaluating trends in corporate
revenues, earnings and dividends, M&I generally considers the amount of capital
currently being expended on research and development, and the nature thereof.
M&I believes that dollars invested in research and development today frequently
have significant bearing on future growth.
Portfolio securities generally will be selected from companies in the following
groups:
BIOTECHNOLOGY -- Companies which are producing or plan to produce as a result of
current research, diagnostic and therapeutic drugs and reagents based on genetic
engineering and the use of monoclonal antibodies or on recombinant DNA; also,
specialty companies catering to the unique requirements of biotechnology
companies such as those providing enzymes, media and purification equipment.
DIAGNOSTICS -- Private organizations that develop or maintain sophisticated
diagnostic equipment such as CAT scanners and Magnetic Resonance Imaging as well
as urological and serological assays.
MANAGED HEALTHCARE -- Operators of investor-owned hospital chains (including
acute care psychiatric hospitals), nursing centers for the elderly, health
maintenance organizations, and rehabilitation clinics which seek to deliver
hospital care on an efficient cost basis.
MEDICAL EQUIPMENT AND SUPPLIES -- Companies engaged in the manufacture of
inpatient and outpatient medical (and dental), surgical, laboratory and
diagnostic products (ranging from cotton swabs through kidney dialyses equipment
to CAT scanners).
PHARMACEUTICALS -- Companies involved with new types of drugs and their delivery
systems.
THE INFORMATION AGE
In recent years, a number of technological advances have facilitated the global
dissemination of information of all types including text, voice, images, moving
pictures and digital data streams. These technological advances may be likened
to the dynamic process of invention and application of new technology in the
eighteenth and nineteenth centuries that has come to be known as the Industrial
Revolution, ushering in the Industrial Age. In the same way, the Advisers to the
Information Age Portfolio, BMR and Lloyd George, believe that the current pace
of technological change in the dissemination and use of information will be
looked upon as the Information Revolution and will usher in the Information Age.
The leading equity investments of the Information Age may be those companies,
referred to as information age companies, developing and successfully adopting
these new technologies to meet the needs of the rapidly changing information
marketplace. The global dissemination of information and information processing
technologies has enhanced economic growth in the developed economies of the
world and is contributing to the rapid modernization of the world's newly
developing economies. BMR and Lloyd George believe that the pace and scope of
these technological developments are likely to increase and that their economic
impact will become increasingly important. The Advisers believe that investment
in companies participating in these developments both as producers and as
beneficiaries of new technologies is likely to produce favorable returns. These
industries are dynamic and the Advisers will endeavor to keep abreast of changes
in information products, services and technologies. The Advisers may consider
investment in companies that benefit from:
o EMERGING AND ESTABLISHED TECHNOLOGIES THAT WILL ENHANCE THE PROCESSING
AND TRANSFER OF INFORMATION. These may include digital technologies, such
as computer hardware, software and networks; mobile telephony and
established telecommunications networks of all sorts; fiber optic
communications equipment; and developing methods of utilizing
electromagnetic spectrum for communications.
o PRIVATIZATION AND DEREGULATION OF STATE OWNED BUSINESSES, such as
telecommunication, television and other information media companies both
in the developed economies and the emerging economies where these
companies may reach new markets and expand their business opportunities.
o WIDER ACCESS TO INFORMATION AND ENTERTAINMENT MEDIA BY PEOPLES AROUND THE
GLOBE, including broadcasters; cable television networks; producers and
publishers of entertainment, news, literature and scholarly information;
owners of libraries and data bases of all kinds; advertising agencies and
in some cases advertisers who can capitalize on rising demand due to
broader consumer awareness, particularly in new markets.
o DEVELOPMENT OF NEW INFORMATION INFRASTRUCTURE IN DEVELOPING COUNTRIES,
such as producers and developers of communication network equipment and
managers of sophisticated communication networks.
o AFFORDABILITY OF, AND RISING DEMAND FOR, INFORMATION INDUSTRIES' CONSUMER
PRODUCTS AND SERVICES particularly in the emerging economies such as
China, India, Africa, Latin America, and Eastern Europe where penetration
of these products and services is low by world standards.
INVESTMENT POLICIES AND RISKS
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DEVELOPING RESOURCES PORTFOLIO. The Developing Resources Portfolio seeks to
achieve its investment objective by investing in domestic and foreign natural
resource related investments. Under normal investment conditions, the Developing
Resources Portfolio will invest primarily in common stocks, but it may also hold
convertible bonds, convertible preferred stocks, warrants, preferred stocks and
debt securities if BMR 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, BMR 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. Emphasis on underperforming investment sectors can
result in substantial losses.
Natural resource related 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. BMR 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 BMR'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.
HEALTH SCIENCES PORTFOLIO. The Health Sciences Portfolio invests in a global and
diversified portfolio of securities of health science companies. These companies
principally are engaged in the development, production or distribution of
products or services related to scientific advances in health care, including
biotechnology, diagnostics, managed health care and medical equipment and
supplies, and pharmaceuticals. At the time the Portfolio makes an investment,
50% or more of such a company's sales, earnings or assets will arise from or
will be dedicated to the application of scientific advances related to health
care. The Health Sciences Portfolio may invest in securities of both established
and emerging companies, some of which may be denominated in foreign currencies.
Under normal market conditions, the Health Sciences Portfolio will invest at
least 65% of its assets in securities of health science companies, including
common and preferred stocks; equity interests in partnerships; convertible
preferred stocks; and other convertible instruments. Convertible debt
instruments generally will be rated below investment grade (i.e., rated lower
than Baa by Moody's Investors Service, Inc. or lower than BBB by Standard &
Poor's Ratings Group) or, if unrated, determined by M&I to be of equivalent
quality. Convertible debt securities so rated are commonly called "junk bonds"
and have risks similar to equity securities; they are speculative and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade debt securities. Such below investment grade debt securities will not
exceed 20% of total assets. For temporary defensive purposes, such as during
abnormal market or economic conditions, the Health Sciences Portfolio may invest
without limit in high grade debt securities of foreign and United States
companies, foreign governments and the U.S. Government, and their respective
agencies, instrumentalities, political subdivisions and authorities, as well as
in high quality money market instruments.
Many health science companies are subject to substantial governmental
regulations that can affect their prospects. Changes in governmental policies,
such as reductions in the funding of third-party payment programs, may have a
material effect on the demand for particular health care products and services.
Regulatory approvals (often entailing lengthy application and testing
procedures) are also generally required before new drugs and certain medical
devices and procedures may be introduced. Many of the products and services of
companies engaged in medical research and health care are also subject to
relatively high risks of rapid obsolescence caused by progressive scientific and
technological advances. The enforcement of patent, trademark and other
intellectual property laws will affect the value of many such companies. The
Health Sciences Portfolio will invest in securities of emerging growth health
science companies, which may offer limited products or services or which are at
the research and developmental stage with no marketable or approved products or
technologies.
INFORMATION AGE PORTFOLIO. The Information Age Portfolio invests in a global and
diversified portfolio of securities of information age companies. Information
age companies are companies that may be engaged in providing information
services, such as telephony, broadcasting, cable or satellite television,
publishing, advertising, producing information and entertainment media, data
processing, networking of data processing and communication systems, or
providing consumer interconnection to computer communication networks. In
addition, such companies may be engaged in the development, manufacture, sale,
or servicing of information age products, such as computer hardware, software
and networking equipment, mobile telephony devices, telecommunications network
switches and equipment, television and radio broadcasting and receiving
equipment, or news and information media of all types. The Information Age
Portfolio may invest in securities of both established and emerging companies
operating in developed and emerging economies.
Under normal market conditions, the Information Age Portfolio will invest at
least 65% of its assets in securities of information age companies. Securities
eligible for purchase include common and preferred stocks; equity interests in
trusts, partnerships, joint ventures and other unincorporated entities or
enterprises; special classes of shares available only to foreign investors in
markets that restrict ownership by foreign investors to certain classes of
equity securities; convertible preferred stocks; and other convertible
instruments. Convertible debt instruments generally will be rated below
investment grade (i.e., rated lower than Baa by Moody's Investors Service, Inc.
or lower than BBB by Standard & Poor's Ratings Group) or, if unrated, determined
by an Adviser to be of equivalent quality. Convertible debt securities so rated
are commonly called "junk bonds" and have risks similar to equity securities;
they are speculative and changes in economic conditions or other circumstances
are more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt securities. Such debt
securities will not exceed 20% of total assets. For temporary defensive
purposes, the Information Age Portfolio may invest without limit in debt
securities of foreign and United States companies, foreign governments and the
U.S. Government, and their respective agencies, instrumentalities, political
subdivisions and authorities, as well as in high quality money market
instruments.
Many information age companies are subject to substantial governmental
regulations that can affect their prospects. The enforcement of patent,
trademark and other intellectual property laws will affect the value of many of
such companies.
An investment in a Fund entails the risk that the principal value of Fund shares
may not increase or may decline. Each Portfolio's investments are subject to the
risk of adverse developments affecting particular companies or industries and
securities markets generally.
ADDITIONAL INVESTMENT POLICIES AND RISKS FOR THE DEVELOPING RESOURCES FUND:
METALS INVESTMENTS. The Developing Resources Portfolio may invest up to 10% of
its portfolio in gold or silver bullion, strategic metals, and gold or silver
coins. 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. Economic, social and political developments
within South Africa, Russia and China, including civil unrest, may significantly
affect gold production and values.
WHEN BMR ANTICIPATES SIGNIFICANT ECONOMIC OR POLITICAL INSTABILITY, SUCH AS HIGH
INFLATION OR TURMOIL IN THE FOREIGN CURRENCY EXCHANGE MARKETS, THE DEVELOPING
RESOURCES 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.
NON-DIVERSIFICATION. The Developing Resources 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 mitigate this risk, the Developing Resources 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 Developing Resources 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 BMR'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).
COMMON INVESTMENT POLICIES AND RISKS:
INVESTING IN FOREIGN SECURITIES. Each Portfolio may invest in foreign
securities, and under normal market conditions the Health Sciences and
Developing Resources Portfolios will each hold securities of issuers in at least
three countries. Investing in securities issued by foreign companies and
governments (including depository receipts) involves considerations and possible
risks not typically associated with investing in securities issued by the U.S.
Government and domestic corporations. The values of foreign investments are
affected by changes in currency rates or exchange control regulations,
application of foreign tax laws (including withholding tax), changes in
governmental administration or economic or monetary policy (in this country or
abroad), or changed circumstances in dealings between nations. Because
investment in foreign issuers will usually involve currencies of foreign
countries, the value of the assets of a Portfolio as measured in U.S. dollars
may be adversely affected by changes in foreign currency exchange rates. Such
rates may fluctuate significantly over short periods of time causing a
Portfolio's net asset value to fluctuate as well. Costs are incurred in
connection with conversions between various currencies. In addition, foreign
brokerage commissions, custody fees and other costs of investing are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than in the
United States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards and
potential difficulties in enforcing contractual obligations. In addition to
investing in foreign companies of countries which represent established and
developed economies, the Health Sciences Portfolio may also invest some of its
assets in the emerging economies of lesser developed countries such as China and
India, and countries located in Latin America and Eastern Europe, and the
Developing Resources Portfolio may invest in Africa, the Far East, Latin America
and Eastern Europe. Consistent with its investment objective, a Portfolio is not
limited in the percentage of assets it may invest in such securities; however,
the number of health science issuers in less developed countries is relatively
small. 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,
approximately 50%, 44% and 49%, respectively, of the Developing Resources,
Health Sciences and Information Age Portfolios' assets were comprised of foreign
securities.
DERIVATIVE INSTRUMENTS. Each Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return, to hedge against
fluctuations in securities prices, interest rates or currency exchange rates (or
commodity prices for Developing Resources Portfolio), or as a substitute for the
purchase or sale of securities or currencies (or commodities for Developing
Resources Portfolio). A Portfolio's transactions in derivative instruments may
be in the U.S. or abroad and may include the purchase or sale of futures
contracts on securities, securities indices, other indices, other financial
instruments or currencies; options on futures contracts; exchange-traded and
over-the-counter options on securities, indices or currencies; and forward
foreign currency exchange contracts. A Portfolio's transactions in derivative
instruments involve a risk of loss or depreciation due to: unanticipated adverse
changes in securities prices, interest rates, the other financial instruments'
prices or currency exchange rates; the inability to close out a position;
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 a
Portfolio's initial investment in these instruments. In addition, a Portfolio
may lose the entire premium paid for purchased options that expire before they
can be profitably exercised by a Portfolio. A Portfolio incurs transaction costs
in opening and closing positions in derivative instruments. There can be no
assurance that a Portfolio's Adviser's use of derivative instruments will be
advantageous to the Portfolio.
To the extent that a Portfolio enters into futures contracts, options on futures
contracts and options on foreign currencies traded on an exchange regulated by
the Commodity Futures Trading Commission ("CFTC"), in each case that are not for
bona fide hedging purposes (as defined by the CFTC), the aggregate initial
margin and premiums required to establish these positions (excluding the amount
by which options are "in-the-money") may not exceed 5% of the liquidation value
of the Portfolio's investments, after taking into account unrealized profits and
unrealized losses on any contracts the Portfolio has entered into.
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. Each 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 Portfolio's 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 a
Portfolio's exposure to foreign currency exchange rate fluctuations. Each
Portfolio may also use forward contracts to shift its exposure to foreign
currency exchange rate changes from one currency to another.
CURRENCY SWAPS. A Portfolio may enter into currency swaps for both hedging and
non-hedging purposes. Currency swaps involve the exchange of rights to make or
receive payments in specified currencies. Since currency swaps are individually
negotiated, the Portfolio expects to achieve an acceptable degree of correlation
between its portfolio investments and its currency swap positions. Currency
swaps usually involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
The use of currency swaps is a highly specialized activity which involves
special investment techniques and risks. If an Adviser is incorrect in its
forecasts of market values and currency exchange rates, the Portfolio's
performance will be adversely affected.
REPURCHASE AGREEMENTS. Each Portfolio may enter into repurchase agreements (the
purchase of a security coupled with an agreement to resell) with respect to its
permitted investments, but currently intends to do so only with member banks of
the Federal Reserve System or with primary dealers in U.S. Government
securities. In the event of the bankruptcy of the other party to a repurchase
agreement, the Portfolio might experience delays in recovering its cash. To the
extent that, in the meantime, the value of the securities a Portfolio purchased
may have decreased, the Portfolio could experience a loss. The Portfolios do not
expect to invest more than 5% of their respective total assets in repurchase
agreements under normal circumstances.
RESTRICTED SECURITIES. Securities that are not freely tradeable or which are
subject to restrictions on sale under the Securities Act of 1933 are considered
restricted. Such securities are illiquid and may be difficult to properly value.
Each Portfolio's holdings of illiquid securities may not exceed 15% of its net
assets. 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 under the
Securities Act of 1933. Section 4(2) and Rule 144A securities may, however, be
treated as liquid by an Adviser pursuant to procedures adopted by the Trustees,
which require consideration of factors such as trading activity, availability of
market quotations and number of dealers willing to purchase the security. Such
Rule 144A securities may increase the level of fund illiquidity to the extent
qualified institutional buyers become uninterested in purchasing such
securities.
DIRECT PLACEMENT SECURITIES, VENTURE CAPITAL INVESTMENTS AND SMALLER COMPANIES.
The Developing Resources Portfolio may make natural resource related investments
in "direct placement securities" issued by a company directly to the Portfolio.
The Developing Resources 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 Developing
Resources Portfolio's direct placement securities and venture capital
investments are considered speculative in nature and are not readily marketable.
Each Portfolio's investments may 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.
CONCENTRATION. The Developing Resources 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 resources group of industries. The Health
Sciences Portfolio, as a matter of fundamental policy, will not invest 25% or
more of its total assets in the securities of issuers in any one industry other
than U.S. Government securities and securities of health science companies.
Therefore, either Portfolio could be adversely affected by a single economic,
political or regulatory occurrence or other development affecting its investment
sector. As a Portfolio's concentration increases, so does the potential for
fluctuation in the value of shares of a mutual fund which invests in a broader
range of industries. (The Information Age Portfolio may not invest 25% or more
of its total assets in the securities, other than U.S. Government securities, of
issuers in any one industry.) No Fund should be considered a balanced or
complete investment program.
OTHER INVESTMENT COMPANIES. Each Portfolio reserves the right to invest up to
10% of its total assets in the securities of other investment companies
unaffiliated with the Portfolio's Adviser that have the characteristics of
closed-end investment companies. A Portfolio will indirectly bear its
proportionate share of any management fees paid by investment companies in which
it invests in addition to the advisory fee paid by a Portfolio. The value of
closed-end investment company securities, which are usually traded on an
exchange, is affected by demand for the securities themselves, independent of
the demand for the underlying portfolio assets, and, accordingly, such
securities can trade at a discount from their net asset values.
CERTAIN INVESTMENT POLICIES. The Funds and the Portfolios have adopted certain
fundamental investment restrictions and policies, in addition to their
concentration policies 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. In addition, the
Statement of Additional Information contains nonfundamental investment policies;
for example, each Portfolio may temporarily borrow up to 5% of the value of its
total assets to satisfy redemption requests or settle securities transactions.
Investment restrictions are considered at the time of acquisition of assets; the
sale of portfolio assets generally is not required in the event of a subsequent
change in circumstances.
Except for the fundamental investment restrictions and policies specifically
identified above and enumerated in the Statement of Additional Information, the
investment objective and policies of the Funds and the Portfolios are not
fundamental policies and accordingly may be changed by the Trustees of the Trust
and the Portfolios without obtaining the approval of the shareholders of the
Funds or the investors in the Portfolios, as the case may be. The Developing
Resources Fund may also invest in other registered investment companies in the
Eaton Vance group of funds in addition to or in lieu of the Developing Resources
Portfolio, if such other funds invest in securities that the Fund can invest in
and the Trustees of the Trust determine it is in the best interests of the Fund
to do so. Any other registered investment company in which such Fund invests is
likely to be organized and to operate in the manner described under
"Organization of the Funds and the Portfolios."
ORGANIZATION OF THE FUNDS AND THE PORTFOLIOS
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THE INFORMATION AGE AND HEALTH SCIENCES FUNDS ARE EACH DIVERSIFIED SERIES AND
THE DEVELOPING RESOURCES FUND IS A NON-DIVERSIFIED SERIES OF EATON VANCE GROWTH
TRUST, A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MAY 25, 1989, AS AMENDED. The Trustees of the Trust
are responsible for the overall management and supervision of its affairs. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Funds). The Trustees of the
Trust have divided the shares of each Fund into multiple classes, including
Class A, Class B and Class C shares. Each class represents an interest in a
Fund, but is subject to different expenses, rights and privileges. See
"Distribution and Service Plans" and "How to Buy Shares". The Trustees have the
authority under the Declaration of Trust to create additional classes of shares
with differing rights and privileges. As a result of a reorganization with
separate series of the Trust, the Funds commenced offering Class A, Class B and,
for the Information Age Fund, Class C shares on September 1, 1997. Health
Sciences Fund commenced offering Class C shares on January 1, 1998.
When issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem 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 of a Fund will be voted together except that only
shareholders of a particular class may vote on matters affecting only that
class. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of a Fund, shareholders of each
class are entitled to share pro rata in the net assets attributable to that
class available for distribution to shareholders.
The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of each Fund in its corresponding Portfolio, as well as the
advantages and disadvantages of the two-tier format. The Trustees believe that
the structure offers opportunities for growth in the assets of the Portfolios,
may afford the potential for economies of scale for each Fund and may over time
result in lower expenses for a Fund.
EACH 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. In addition
to selling an interest to its corresponding Fund, a Portfolio may sell interests
to other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in a Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in a Portfolio are not required to sell their shares at the
same public offering price as the corresponding Fund due to variations in sales
commissions and other operating expenses. Therefore, these differences may
result in differences in returns experienced by investors in the various funds
that invest in its corresponding 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 a Portfolio may be obtained by contacting the Principal
Underwriter, 24 Federal Street, Boston, MA 02110 (617) 482-8260.
Whenever a Fund as an investor in a 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. A 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 a 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 corresponding Fund to withdraw
its investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, a Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of a
Fund. Notwithstanding the above, there are other means for meeting shareholder
redemption requests, such as borrowing.
A Fund may withdraw (completely redeem) all its assets from its corresponding
Portfolio at any time if the Board of Trustees of the Trust determines that it
is in the best interest of that Fund to do so. In the event a Fund withdraws all
of its assets from its corresponding Portfolio, or the Board of Trustees of the
Trust determines that the investment objective of such Portfolio is no longer
consistent with the investment objective of the Fund, the Trustees would
consider what action might be taken, including investing the assets of such Fund
in another pooled investment entity or retaining an investment adviser to manage
the Fund's assets in accordance with its investment objective. A Fund's
investment performance may be affected by a withdrawal of all its assets (or the
assets of another investor in the Portfolio) from its corresponding Portfolio.
Although each Fund offers only its own shares of beneficial interest, it is
possible that a Fund or class might become liable for a misstatement or omission
in the Prospectus regarding another Fund or class because the Funds use this
combined Prospectus. The Trustees of the Trust have considered this factor in
approving the use of a combined Prospectus.
MANAGEMENT OF THE FUNDS AND THE PORTFOLIOS
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Eaton Vance Management ("Eaton Vance") acts as the sponsor and manager of the
Health Sciences and Information Age Funds and as the administrator of the Health
Sciences and Information Age Portfolios and the Developing Resources Fund. The
Developing Resources Portfolio has engaged Boston Management and Research
("BMR"), a wholly-owned subsidiary of Eaton Vance as its investment adviser. The
Information Age Portfolio has engaged Eaton Vance and Lloyd George Investment
Management (Bermuda) Limited ("Lloyd George") as investment advisers, with the
Portfolio's non-U.S. assets managed by Lloyd George and its U.S. assets managed
by Eaton Vance. The Health Sciences Portfolio has engaged Mehta and Isaly Asset
Management, Inc. ("M&I") 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 approximately $20 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. Eaton Vance Corp. owns
approximately 21% of the Class A Shares issued by Lloyd George Management
(B.V.I.) Limited ("LGM"), the parent of Lloyd George.
William D. Burt and Barclay Tittman are the co-portfolio managers of the
Developing Resources 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. Tittman 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.
Duncan W. Richardson has acted as a portfolio manager of the Information Age
Portfolio since it commenced operations. Mr. Richardson is a Vice President of
Eaton Vance and of BMR and manages other Eaton Vance portfolios.
Lloyd George, which maintains offices in Hong Kong, London, England and Bombay,
India, is a corporation formed on October 29, 1991 under the laws of Bermuda.
Lloyd George is registered as an investment adviser with the Commission. Lloyd
George is a subsidiary of LGM. LGM and its subsidiaries act as investment
adviser to various individual and institutional clients with total assets under
management of more than $1 billion. Robert J. D. Lloyd George has acted as a
portfolio manager of the Information Age Portfolio since it commenced
operations. He is the Chairman and Chief Executive Officer of LGM and Lloyd
George. Prior to founding LGM, Mr. Lloyd George was Managing Director of
Indosuez Asia Investment Services, Ltd. (1984-1991).
While the Information Age Portfolio is a New York trust, Lloyd George, together
with Mr. Lloyd George and Edward K.Y. Chen (a Trustee of the Information Age
Portfolio), are not residents of the United States and substantially all of
their respective assets may be located outside of the United States. It may be
difficult for investors to effect service of process within the United States
upon the individuals identified above, or to realize judgments of courts of the
United States predicated upon civil liabilities of Lloyd George and such
individuals under the federal securities laws of the United States. The
Information Age Portfolio has been advised that there is substantial doubt as to
the enforceability in the countries in which Lloyd George and such individuals
reside of such civil remedies and criminal penalties as are afforded by the
federal securities laws of the United States.
Investment decisions for the Health Sciences Portfolio are made by the portfolio
manager, Samuel D. Isaly. Mr. Isaly has been active in international and health
care investing throughout his career, beginning at Chase Manhattan Bank in New
York in 1968. He studied international economics, mathematics and econometrics
at Princeton and the London School of Economics. His company, Gramercy
Associates, was the first to develop an integrated worldwide system of analysis
on the 100 leading worldwide pharmaceutical companies, with investment
recommendations conveyed to 50 leading financial institutions in the United
States and Europe beginning in 1982. Gramercy Associates was absorbed into S.G.
Warburg & Company Inc. in 1986, where Mr. Isaly became a Senior Vice President.
In July of 1989, Mr. Isaly joined with Dr. Viren Mehta to found the partnership
of Mehta and Isaly. The operations of the combined effort are (1) to provide
investment ideas to institutional investors on the subject of worldwide health
care, (2) to undertake cross-border merger and acquisition projects in the
industry and (3) to provide investment management services to selected
investors. The latter activity is undertaken primarily through the legal entity
Mehta and Isaly Asset Management, Inc., which is an investment advisory firm
registered with the Commission.
Each Adviser, acting under the general supervision of the Board of Trustees of a
Portfolio, manages a Portfolio's investments and affairs pursuant to an
investment advisory agreement. The Advisers also furnish for the use of the
respective Portfolios office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Portfolio.
Under its investment advisory agreement with the Developing Resources Portfolio,
BMR will receive a monthly advisory fee of .0625% (equivalent to .75% 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. For the period from
the Portfolio's start of business, April 17, 1997, to July 31, 1997, the
Portfolio paid BMR advisory fees equivalent to .75% of the Fund's average daily
net assets for such year.
Under the investment advisory agreement with the Information Age Portfolio, BMR
and Lloyd George receive a monthly advisory fee, to be divided equally between
them, of .0625% (equivalent to .75% annually) of the average daily net assets of
the Portfolio up to $500 million, which fee declines at intervals above $500
million. As of August 31, 1996, the Portfolio had net assets of $42,703,385. For
the period from the start of business, September 18, 1995, to August 31, 1996,
the Portfolio paid such Advisers advisory fees equivalent to 0.75% (annualized)
of the Portfolio's average daily net assets for such period.
Under the investment advisory agreement with the Health Sciences Portfolio, M&I
receives a fee computed daily and payable monthly at an annual rate of 1.00% of
the Portfolio's average daily net assets up to $30 million of such assets, 0.90%
of the next $20 million of such assets, and 0.75% on such assets in excess of
$50 million. The fee rate declines for net assets of $500 million and greater.
Beginning September 1, 1997, M&I may receive a performance based adjustment of
up to 0.25% of the average daily net assets of the Portfolio based upon the
investment performance of the Portfolio compared to the Standard & Poor's Index
of 500 Common Stocks over specified periods. For the fiscal year ended August
31, 1996, M&I received an advisory fee of 0.97% of average daily net assets,
during which time assets were managed at the Fund level. M&I has agreed to pay
the Principal Underwriter the equivalent of one-third of its advisory fee
receipts out of M&I's own resources for the Principal Underwriter's activities
as placement agent of the Portfolio.
The Advisers place the portfolio transactions of the Portfolios for execution
with many broker-dealer firms and use their best efforts to obtain execution of
such transactions at prices which are advantageous to a Portfolio and at
reasonably competitive commission rates. Subject to the foregoing, the Advisers
may consider sales of shares of a Fund as a factor in the selection of
broker-dealer firms to execute portfolio transactions. The Funds, the Portfolios
and the Advisers have adopted Codes of Ethics relating to personal securities
transactions. The Codes permit Eaton Vance and M&I personnel to invest in
securities (including securities that may be purchased or held by a Portfolio)
for their own accounts, subject to certain reporting and other restrictions and
procedures contained in such Codes.
Eaton Vance, acting under the general supervision of the Boards of Trustees of
the Trust and the Information Age and Health Sciences Portfolios, manages and
administers the business affairs of the Information Age and Health Sciences
Funds and the Portfolios. Eaton Vance's services include monitoring and
providing reports to the Trustees of the Trust and the Portfolios concerning the
investment performance achieved by the Advisers for the Portfolios,
recordkeeping, preparation and filing of documents required to comply with
federal and state securities laws, supervising the activities of the transfer
agent of the Trust and the custodian of the Portfolios, providing assistance in
connection with Trustees' and shareholders' meetings and other management and
administrative services necessary to conduct the business of the Funds and the
Portfolios. Eaton Vance also furnishes for the use of the Funds and the
Portfolios office space and all necessary office facilities, equipment and
personnel for managing and administering the business affairs of the Funds and
the Portfolios. Eaton Vance does not provide any investment management or
advisory services to the Portfolios or the Funds.
Under its management contract with the Information Age and Health Sciences
Funds, Eaton Vance receives a monthly management fee in the amount of 1/48 of 1%
(equal to 0.25% annually) of the average daily net assets of each Fund up to
$500 million, which fee declines at intervals above $500 million. Under its
administration agreement with the Information Age and Health Sciences
Portfolios, Eaton Vance receives a monthly administration fee in the amount of
1/48 of 1% (equal to .25% annually) of the average daily net assets of each
Portfolio up to $500 million, which fee declines at intervals above $500
million.
For the period from the start of business, September 18, 1995, to August 31,
1996, Eaton Vance earned management fees equivalent to 0.25% (annualized) of the
Information Age Fund's average daily net assets for such period. In addition,
for the period from the Information Age Portfolio's start of business, September
18, 1995, to August 31, 1996, Eaton Vance earned administration fees equivalent
to 0.25% (annualized) of the Portfolio's average daily net assets for such
period.
The Portfolios and the Funds, as the case may be, will each be responsible for
all respective costs and expenses not expressly stated to be payable by an
Adviser under the investment advisory agreements, by Eaton Vance under the
management contracts or the administration agreements, or by the Principal
Underwriter under the distribution agreements. Eaton Vance has agreed that
through August 31, 1999, if the annual aggregate expenses of the Class A shares
of Health Sciences Fund (excluding extraordinary expenses) exceed 2.00% of
average daily net assets, then Eaton Vance will reduce its fees and take other
actions to the extent required to reduce Health Sciences Fund Class A expenses.
The Trust has retained the services of Eaton Vance to act as Administrator of
the Developing Resources Fund. The Trust has not retained the services of an
investment adviser since the Trust seeks to achieve the investment objective of
the Fund by investing the Fund's assets in the Developing Resources Portfolio.
As Administrator, Eaton Vance provides the Developing Resources Fund with
general office facilities and supervises the overall administration of the Fund.
For these services Eaton Vance currently receives no compensation. The Trustees
of the Trust may determine, in the future, to compensate Eaton Vance for such
services.
DISTRIBUTION AND SERVICE PLANS
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The Trust has adopted a Distribution Plan (the "Class A Plan") for the Health
Sciences and Information Age Funds' Class A shares that is designed to meet the
requirements of Rule 12b-1 under the 1940 Act. THE CLASS A PLAN FOR THE
INFORMATION AGE FUND PROVIDES FOR THE PAYMENT OF A MONTHLY DISTRIBUTION FEE TO
THE PRINCIPAL UNDERWRITER IN AN AMOUNT EQUAL TO THE AGGREGATE OF (a) .50% OF
THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR WHICH IS
ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING FOR LESS THAN ONE
YEAR AND (b) .25% OF THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY
FISCAL YEAR WHICH IS ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING
FOR MORE THAN ONE YEAR. THE CLASS A PLAN FOR THE HEALTH SCIENCES FUND PROVIDES
FOR THE PAYMENT OF A MONTHLY DISTRIBUTION FEE TO THE PRINCIPAL UNDERWRITER IN AN
AMOUNT EQUAL TO 0.25% OF ITS AVERAGE DAILY NET ASSETS. The Principal Underwriter
intends to use at least part of such fees from the Health Sciences Fund to
compensate Authorized Firms, including M&I, for personal services rendered to
Health Sciences Fund shareholders and/or the maintenance of shareholder
accounts. Aggregate payments to the Principal Underwriter under the Class A Plan
are limited to those permissible, pursuant to a rule of the National Association
of Securities Dealers, Inc. For the fiscal year ended August 31, 1996, the
Health Sciences Fund paid distribution fees to the prior distributor of the Fund
representing 0.25% of the average daily net assets of the Fund.
The Information Age Fund Class A Plan also provides that the Class will pay a
quarterly service fee to the Principal Underwriter in an amount equal on an
annual basis to .25% of that portion of its average daily net assets for any
fiscal year which is attributable to Class A shares which have remained
outstanding for more than one year; from such service fee the Principal
Underwriter expects to pay a quarterly service fee to Authorized Firms, as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by such Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Class A Plan by authorizing each Class A to make quarterly
service fee payments to the Principal Underwriter not to exceed on an annual
basis .25% of that portion of average daily net assets for any fiscal year which
is attributable to Class A shares which have remained outstanding for more than
one year. Service fee payments to Authorized Firms will be in addition to sales
charges on Class A shares which are reallowed to Authorized Firms. If the Class
A Plan is terminated or not continued in effect, the Class has no obligation to
reimburse the Principal Underwriter for amounts expended by the Principal
Underwriter in distributing Class A shares.
The Trust has adopted a Service Plan (the "Class A Service Plan") for the
Developing Resources Fund's Class A shares that is designed to meet the service
fee requirements of the sales charge rule of the National Association of
Securities Dealers, Inc. THE CLASS A SERVICE PLAN PROVIDES THAT CLASS A MAY MAKE
SERVICE FEE PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER
ACCOUNTS TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR.
The Trustees of the Trust have initially implemented the Class A Service Plan by
authorizing the Class A to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of its
average daily net assets for any fiscal year which is based on the value of
Class A shares sold by such persons and remaining outstanding for at least
twelve months. The Class A expects to begin making service fee payments during
the quarter ending September 30, 1998.
The Trust has also adopted Distribution Plans ("Class B Plan" and "Class C
Plan") pursuant to Rule 12b-1 under the 1940 Act for each Fund's Class B shares
and Health Science Fund's and Information Age Fund's Class C shares. Each Plan
is designed to permit an investor to purchase shares through an Authorized Firm
without incurring an initial sales charge and at the same time permit the
Principal Underwriter to compensate Authorized Firms in connection therewith.
UNDER SUCH PLANS, CLASS B AND CLASS C EACH PAYS THE PRINCIPAL UNDERWRITER A FEE,
ACCRUED DAILY AND PAID MONTHLY, AT AN ANNUAL RATE NOT EXCEEDING .75% OF ITS
AVERAGE DAILY NET ASSETS TO FINANCE THE DISTRIBUTION OF ITS SHARES. Such fees
compensate the Principal Underwriter for sales commissions paid by it to
Authorized Firms on the sale of Class B and Class C shares and for interest
expenses. Under each Class B Plan, the Principal Underwriter uses its own funds
to pay sales commissions (except on exchange transactions and reinvestments) to
Authorized Firms at the time of sale equal to 4% of the purchase price of the
Class B shares sold by such Firms. Under the Class C Plan, the Principal
Underwriter currently expects to pay to an Authorized Firm (a) sales commissions
(except on exchange transactions and reinvestments) at the time of sale equal to
.75% of the purchase price of the Class C shares sold by such Firm, and (b)
monthly sales commissions approximately equivalent to 1/12 of .75% of the value
of Class C shares sold by such Firm and remaining outstanding for at least one
year. During the first year after a purchase of Class C shares, the Principal
Underwriter will retain the sales commission as reimbursement for the sales
commissions made to Authorized Firms at the time of sale. CDSCs paid to the
Principal Underwriter will be used to reduce amounts owed to it. Because
payments to the Principal Underwriter under the two Plans are limited, uncovered
distribution charges (sales commissions paid by the Principal Underwriter plus
interest, less the above fees and CDSCs received by it) may exist indefinitely.
During the fiscal year ended August 31, 1996, each Class B (which were then
separate series funds) paid or accrued sales commissions equivalent to .75% of
average daily net assets. As at August 31, 1996, the outstanding uncovered
distribution charges calculated under the Developing Resources and Information
Age Class B Plans amounted to approximately $450,000 and $923,000, respectively
(equivalent to 2.2% and 4.2%, respectively, of net assets on such day).
THE CLASS B AND CLASS C PLANS ALSO AUTHORIZE EACH SUCH CLASS TO MAKE PAYMENTS OF
SERVICE FEES TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL
SERVICES, AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. Under each Class B
Plan, this fee is paid quarterly in arrears based on the value of Class B shares
sold by such persons and remaining outstanding for at least twelve months. Under
the Class C Plan, the Principal Underwriter currently expects to pay to an
Authorized Firm (a) a service fee (except on exchange transactions and
reinvestments) at the time of sale equal to .25% of the purchase price of the
Class C shares sold by such Firm, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of Class C shares sold by such Firm and
remaining outstanding for at least one year. During the first year after a
purchase of Class C shares, the Principal Underwriter will retain the service
fee as reimbursement for the service fee payment made to Authorized Firms at the
time of sale. For the fiscal year ended August 31, 1996, Developing Resources
Class B paid or accrued service fees under its Plan equivalent to .17% of
average daily net assets for such year. The Information Age Fund Class B began
making service fee payments during the quarter ended September 30, 1996.
The Principal Underwriter may, from time to time, at its own expense, provide
additional incentives to Authorized Firms which employ registered
representatives who sell Fund shares and/or shares of other funds distributed by
the Principal Underwriter. In some instances, such additional incentives may be
offered only to certain Authorized Firms whose representatives sell or are
expected to sell significant amounts of shares. In addition, the Principal
Underwriter may from time to time increase or decrease the sales commissions
payable to Authorized Firms.
The Trust may, in its absolute discretion, suspend, discontinue or limit the
offering of one or more of its classes of shares at any time. In determining
whether any such action should be taken, the Trust's management intends to
consider all relevant factors, including (without limitation) the size of the
Fund or class, the investment climate and market conditions, the volume of sales
and redemptions of shares, and in the case of Class B and Class C shares, the
amount of uncovered distribution charges of the Principal Underwriter. The Plans
may continue in effect and payments may be made under the Plans following any
such suspension, discontinuance or limitation of the offering of shares;
however, there is no contractual obligation to continue any Plan for any
particular period of time. Suspension of the offering of shares would not, of
course, affect a shareholder's ability to redeem shares.
VALUING SHARES
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EACH 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). Each Class's net asset value per
share is determined by IBT Fund Services (Canada) Inc. (as agent for the Trust)
in the manner authorized by the Trustees of the Trust. IBT Fund Services
(Canada) Inc. is a subsidiary of Investors Bank & Trust ("IBT"), the Trust's
custodian. The net asset value of each Class is computed by dividing the value
of that Class's pro rata share of each Fund's total assets, less its
liabilities, by the number of shares of that Class outstanding. Because each
Fund invests its assets in an interest in its corresponding Portfolio, each
Class's net asset value will reflect the value of each Fund's interest in the
Portfolio (which, in turn, reflects the underlying value of the Portfolio's
assets and liabilities).
Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per share, and, for Class A shares, the
public offering price based thereon. It is the Authorized Firms' responsibility
to transmit orders promptly to the Principal Underwriter.
Each 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 a Portfolio from the value
of its total assets.
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 SHARES
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SHARES OF A FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
ACCEPTABLE SECURITIES. Class A shares are purchased at the effective public
offering price, which price is based on the effective net asset value per share
plus the applicable sales charge. The sales charge is divided between the
Authorized Firm and the Principal Underwriter. Class B and Class C shares are
purchased at the net asset value per share 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 Trust may suspend the offering of shares
at any time and may refuse an order for the purchase of shares.
An initial investment 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 Trust'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,
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 Trust as described below under "How to
Redeem Shares".
CLASS A SHARES. The sales charge may vary depending on the size of the purchase
and the number of shares of Class A 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 or Right
of Accumulation are available from Authorized Firms or 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
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.75 4.99 4.00
$100,000 but less than $250,000 3.75 3.90 3.00
$250,000 but less than $500,000 3.00 3.09 2.50
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more 0.00* 0.00* See Below**
</TABLE>
*No sales charge is payable at the time of purchase on investments of $1
million or more. A 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 of $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.
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.
Class A shares 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. Class A shares may
also be issued at net asset value (1) in connection with the merger of an
investment company or series thereof 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") and "rabbi trusts."
The Trust's Principal Underwriter may pay commissions to Authorized Firms who
initiate and are responsible for purchases of Class A 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 Class A
shares and the redeemed shares were potentially 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.
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 in Class A shares, 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 such shares (computed
to the nearest full share at the public offering price applicable to the initial
purchase hereunder) registered in the investor's name. All income dividends and
capital gains distributions on escrowed shares will be paid to the investor or
to the investor's order. When the minimum investment so specified is completed,
the escrowed shares will be delivered to the investor. If the investor has an
accumulation account the shares will remain on deposit under the investor's
account.
If total purchases under this Statement of Intention are less than the amount
specified, the investor will promptly remit to the Principal Underwriter any
difference between the sales charge on the amount specified and on the amount
actually purchased. If the investor does not within 20 days after written
request by the Principal Underwriter or the Authorized Firm pay such difference
in sales charge, the escrow agent will redeem an appropriate number of the
escrowed shares in order to realize such difference. Full shares remaining after
any such redemption together with any excess cash proceeds of the shares so
redeemed will be delivered to the investor or to the investor's order by the
escrow agent.
If total purchases made under this Statement are large enough to qualify for a
lower sales charge than that applicable to the amount specified, all
transactions will be computed at the expiration date of this Statement to give
effect to the lower charge. Any difference in sales charge will be refunded to
the investor in cash, or applied to the purchase of additional shares at the
lower charge if specified by the investor. This refund will be made by the
Authorized Firm and by the Principal Underwriter. If at the time of the
recomputation an Authorized Firm other than the original Firm is placing the
orders, the adjustment will be made only on those shares purchased through the
Firm then handling the investor's account.
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. 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 of Class A
shares or net asset value of Class B and Class C shares 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:
<TABLE>
<CAPTION>
IN THE CASE OF BOOK ENTRY: IN THE CASE OF PHYSICAL DELIVERY:
<S> <C>
Deliver through Depository Trust Co. Investors Bank & Trust Company
Broker #2212 Attention: Eaton Vance [state name] Fund (and Class)
Investors Bank & Trust Company Physical Securities Processing Settlement Area
For A/C Eaton Vance [state name]
Fund (and Class) 200 Clarendon Street
Boston, MA 02116
</TABLE>
Investors who are contemplating an exchange of securities for shares, 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 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.
IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM 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 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 Commission regulation 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 Trust, 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 Trust'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 Trust 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 CDSC (described below) and any federal income tax required to be
withheld. While normally payments will be made 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 a Fund, either totally or partially, by
a distribution in kind of readily marketable securities withdrawn from its
corresponding 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 a 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 Trust reserves the right
to redeem accounts with balances of less than $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. However, no such redemption would be required if the cause of the low
account balance was a reduction in the net asset value of shares. No CDSC will
be imposed with respect to such involuntary redemptions.
CONTINGENT DEFERRED SALES CHARGE. Each class of shares is subject to a CDSC on
certain redemptions. The CDSC is calculated based on the lower of the net asset
value at the time of purchase or the time of redemption. Shares acquired through
the reinvestment of distributions are exempt. Redemptions are made first from
shares in the account which are not subject to a CDSC.
In calculating a CDSC upon the redemption of shares acquired in an exchange, the
shares are deemed to have been acquired at the time of the original purchase of
the exchanged shares and, in the case of Class B shares, the CDSC schedule
applicable to the exchanged shares will apply to the acquired shares. No CDSC is
imposed on shares sold to Eaton Vance or its affiliates, or to their respective
employees or clients. Shares acquired as the result of a merger or liquidation
of another Eaton Vance sponsored fund generally will be subject to the same CDSC
rate imposed by the prior fund.
CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, they will be subject to a 1% CDSC if
redeemed within 12 months of purchase. If Class A shares are purchased at net
asset value because the amount invested represents redemption proceeds from an
unaffiliated mutual fund (as described under "How to Buy Shares"), they will be
subject to a .50% CDSC if redeemed within 12 months of purchase.
CLASS B SHARES. Class B shares will be subject to the following CDSC schedule:
YEAR OF
REDEMPTION
AFTER PURCHASE CDSC
- --------------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
The Class B CDSC is waived for redemptions (1) pursuant to a Withdrawal Plan
(see "Eaton Vance Shareholder Services"), (2) as part of a required minimum
distribution from a tax-sheltered retirement plan, or (3) following the death of
all beneficial owners of shares, provided the redemption is requested within one
year of death (a death certificate and other applicable documents may be
required).
CLASS C SHARES. Class C shares will be subject to a 1% CDSC if redeemed within
12 months of purchase. The Class C CDSC is waived for redemptions (1) pursuant
to a Withdrawal Plan (see "Eaton Vance Shareholder Services"), (2) as part of a
distribution from a retirement plan qualified under Section 401, 403(b) or 457
of the Code, or (3) as part of a required minimum distribution from other
tax-sheltered retirement plans.
REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
EACH FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Funds' independent certified public accountants. Shortly
after the end of each calendar year, each 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 TRUST'S
RECORDS. This account is a complete record of all transactions which at all
times shows the balance of shares owned. The Trust will not issue share
certificates except upon request.
Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. (Under certain investment plans, statements may
be sent only quarterly). THE LIFETIME INVESTING ACCOUNT ALSO PERMITS A
SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS 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 Trust'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 shareholder communications are returned by the United States Postal Service
or other delivery service as not deliverable, the distribution option on the
account will be automatically changed to the Share Option until such time as the
shareholder selects a different option. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
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 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 Trust and its Transfer Agent. Since the
Trust 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 Authorized Firm or to an account directly with the
Trust 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 Authorized
Firm, or transferring the account to another Authorized Firm, an investor
wishing to reinvest distributions should determine whether the Authorized Firm
which will hold the shares allows reinvestment of distributions in "street name"
accounts.
THE EATON VANCE EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
Shares of each Fund currently may be exchanged for shares of the same class of
one or more other funds in the Eaton Vance Group of Funds. Class A shares may
also be exchanged for shares of Eaton Vance Cash Management Fund, Eaton Vance
Income Fund of Boston and Eaton Vance Tax Free Reserves. Class B shares may also
be exchanged for shares of Eaton Vance Prime Rate Reserves, which are subject to
an early withdrawal charge, or shares of Eaton Vance Money Market Fund, which
are subject to a CDSC, and shares of a money market fund sponsored by an
Authorized Firm and approved by the Principal Underwriter (an "Authorized Firm
fund"). Class C shares may also be exchanged for shares of Eaton Vance Money
Market Fund. Any such exchange will be made on the basis of the net asset value
per share of each fund/class at the time of the exchange (plus, in the case of
an exchange made within six months of the date of purchase of Class A 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. Exchanges are subject to any restrictions or qualifications set forth in
the current prospectus of any such fund.
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 Trust 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 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 Class B shares (except Class B shares of
the Limited Maturity Funds and Prime Rate Reserves), see "How to Redeem Shares".
The CDSC or early withdrawal charge schedule applicable to Class B shares of the
Limited Maturity Funds and Prime Rate Reserves 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.
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 Trust, 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 TRUST 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 applicable Fund or Class as an expense to
all shareholders.
INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the Fund
and Class being purchased 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 Class 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. For Class B and Class C shares, any such
withdrawals may not in the aggregate exceed 12% annually of the account balance
at the time the plan is established. Such amount will not be subject to the
Class B or Class C CDSC. See "How to Redeem Shares." A minimum deposit of $5,000
in shares is required. The maintenance of a withdrawal plan concurrently with
purchases of additional Class A shares would be disadvantageous because of the
sales charge included in such purchase.
STATEMENT OF INTENTION: Purchases of $50,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges. See "How to Buy
Shares -- Statement of Intention and Escrow Agreement."
RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges on Class
A shares when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $50,000 or more. Class A 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.
REINVESTMENT PRIVILEGE: A shareholder who has redeemed shares may reinvest, with
credit for any CDSC 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 the same shares (or for
Class A shares in Class A shares of any other Eaton Vance 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 Trust (or by the Trust's Transfer Agent). To the extent
that any shares are sold at a loss and the proceeds are reinvested in shares (or
other shares 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.
TAX-SHELTERED RETIREMENT PLANS: Class A and Class C shares of each 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 and distributions will be automatically reinvested in
additional shares.
DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
DISTRIBUTIONS. It is the present policy of each Fund to make (A) at least one
distribution annually (normally in December) of all or substantially all of the
net investment income (if any) allocated to a Fund by its corresponding
Portfolio (less the Funds' direct and allocated expenses and class-specific
expenses) and (B) at least one distribution annually of all or substantially all
of the net realized capital gains (if any) and net gains from foreign currency
transactions (if any) allocated to a Fund by its corresponding Portfolio
(reduced by any available capital loss carryforwards from prior years).
Shareholders may reinvest all distributions in shares of a Fund at net asset
value per share as of the close of business on the record date.
Each Fund's net investment income consists of a Fund's allocated share of the
net investment income of its corresponding Portfolio, less all actual and
accrued expenses of the Fund and net realized capital gains, if any, consist of
the net realized capital gains (if any) allocated to a Fund by its corresponding
Portfolio for tax purposes, after taking into account any available capital loss
carryovers. Each Portfolio's net investment income consists of all income
accrued on a Portfolio's assets, less all actual and accrued expenses of the
Portfolio determined in accordance with generally accepted accounting
principles.
TAXES. Distributions by a Fund which are derived from the Fund's allocated share
of its corresponding 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 a Fund. A
portion of distributions from a 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 a Portfolio
and allocated to a Fund for the Fund's fiscal year, which ends on August 31,
will usually be distributed by a Fund prior to the end of December.
Distributions by a Fund of net long-term capital gains allocated to a Fund by
its corresponding 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.
Sales charges paid upon a purchase of Class A shares 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 a Fund or
another fund pursuant to a Fund's reinvestment or exchange privilege. Any
disregarded or disallowed amounts will result in an adjustment to the
shareholder's tax basis in some or all of any other shares acquired.
Each Fund intends to qualify as a regulated investment company under the Code
and to satisfy all requirements necessary to avoid paying federal income taxes
on the part of its investment company taxable income (consisting of taxable net
investment income and net short-term capital gains) and net capital gains that
it distributes to shareholders. In satisfying these requirements, each Fund will
treat itself as owning its proportionate share of each of its corresponding
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, each Fund does not pay federal
income or excise taxes to the extent that it distributes to shareholders
substantially all of its ordinary income and capital gain net income in
accordance with the timing requirements imposed by the Code. As partnerships
under the Code, the Portfolios do not pay federal income or excise taxes.
Income realized by a Portfolio from certain investments and allocated to a Fund
may be subject to foreign income taxes, and a 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 a Fund's allocated share
of qualified taxes paid by its corresponding Portfolio to foreign countries.
This election may be made only if more than 50% of the assets of a Fund,
including its allocable share of its corresponding Portfolio's assets, at the
close of a taxable year consists of securities in foreign corporations. Each
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 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 Transfer Agent.
Shareholders should consult with their tax advisers concerning the applicability
of state, local or other taxes to an investment in a Fund.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
FROM TIME TO TIME, AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED. Average annual
total return is determined separately for each Class by computing the average
annual percentage change in value of $1,000 invested at the maximum public
offering price (including maximum sales charge for Class A shares; net asset
value for Class B and Class C shares) for specified periods, assuming
reinvestment of all distributions. Total return may be quoted for the period
prior to commencement of operations which would reflect the Class's total return
(or that of its predecessor) adjusted to reflect any applicable sales charge.
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.
Each Fund may publish annual and cumulative total return figures from time to
time.
Each Fund may also publish total return figures for each Class which do not take
into account any sales charge. Any performance figure which does not take into
account a sales charge would be reduced to the extent such charge is imposed
upon a redemption. A 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 will fluctuate over time, and
any presentation of total return for any prior period should not be considered a
representation of what an investment may earn or what the total return may be in
any future period.
The following chart reflects the annual investment returns of CLASS B SHARES OF
THE DEVELOPING RESOURCES FUND for one year periods ending September 30 and does
not take into account any sales charge which investors may bear. The performance
of Class A shares will be different.
5 Year Average annual Total Return -- 17.13%
Life of Fund Average Annual Total Return -- 13.52%
[Graphic Omitted]
1988(1) 1989 1990* 1991* 1992* 1993* 1994 1995 1996
- ------ ---- ---- ---- ---- ---- ---- ---- ----
15,39% 22.96% 0.01% (4.36)% 9.44% 11.73% 20.47% 7.66% 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 subsidized, the Fund would
have had lower returns.
- ----------------
The following chart reflects the annual investment returns of the predecessor to
the CLASS A SHARES OF THE HEALTH SCIENCES FUND for one-year periods ending
August 31 and does not take into account any sales charge which investors may
bear. The performance of Class B and Class C shares will be different.
5 Year Average annual Total Return -- 20.38%*
10 Year Average Annual Total Return -- 15.74%*
[Graphic Omitted]
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
19.81% 25.30%) 31.32% 11.13% 30.61% 12.04% 21.37% 2.68% 38.13% 31,94%
*If a portion of the Fund's expenses had not been subsidized, the Fund would
have had lower returns.
<PAGE>
[LOGO]
EATON VANCE
- -------------------
Mutual Funds
EATON VANCE WORLDWIDE
DEVELOPIONG RESOURCES FUND
EATON VANCE WORLDWIDE
HEALTH SCIENCES FUND
EATON VANCE INFORMATION AGE FUND
PROSPECTUS
JANUARY 1, 1998
- --------------------------------------------------------------------------------
PORTFOLIO INVESTMENT ADVISERS
Boston Management and Research, 24 Federal Street, Boston, MA 02110
Lloyd George Investment Management (Bermuda) Limited, 3808 One Exchange Square,
Central Hong Kong
Mehta and Isaly Asset Management, Inc., 41 Madison Avenue,
New York, NY 10010-2202
FUND SPONSOR AND MANAGER OR ADMINISTRATOR
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, 200 Clarendon Street, Boston, MA 02116
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
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
9/1 COMBP
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
January 1, 1998
EATON VANCE WORLDWIDE DEVELOPING RESOURCES FUND
EATON VANCE WORLDWIDE HEALTH SCIENCES
EATON VANCE INFORMATION AGE FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
This Statement of Additional Information provides general information
about the Funds listed above and their corresponding Portfolios. This
Statement of Additional Information is sometimes referred to herein as the
"SAI."
TABLE OF CONTENTS
Page
Additional Information about Investment Policies ......... 2
Investment Restrictions .................................. 7
Trustees and Officers .................................... 10
Management of the Funds and the Portfolios ............... 12
Custodian ................................................ 16
Services for Accumulation -- Class A Shares .............. 17
Service for Withdrawal ................................... 17
Determination of Net Asset Value ......................... 18
Investment Performance ................................... 18
Taxes .................................................... 20
Principal Underwriter .................................... 22
Service Plan -- Class A Shares ........................... 23
Distribution Plan -- Class A Shares ...................... 24
Distribution Plans -- Class B and Class C Shares ......... 24
Portfolio Security Transactions .......................... 26
Other Information ........................................ 27
Independent Certified Public Accountants ................. 29
Financial Statements ..................................... 29
Appendix A: Class A Shares ............................... a-1
Appendix B: Class B Shares ............................... b-1
Appendix C: Class C Shares ............................... c-1
Although each Fund offers only its shares of beneficial interest, it is
possible that a Fund (or Class) might become liable for a misstatement or
omission in this Statement of Additional Information regarding another Fund
(or Class) because the Funds use this combined Statement of Additional
Information. The Trustees of the Trust have considered this factor in
approving the use of a combined Statement of Additional Information.
THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JANUARY 1, 1998, AS SUPPLEMENTED
FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS COMBINED
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).
This SAI provides information about the Funds and the Portfolios.
Capitalized terms used in this SAI and not otherwise defined have the meanings
given them in the Prospectus. The Funds are subject to the same investment
policies as those of the Portfolios. Each Fund currently seeks to achieve its
objective by investing in its corresponding Portfolio.
ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES
Foreign Investments. Investing in securities issued by companies whose
principal business activities are outside the United States may involve
significant risks not present in domestic investments. For example, there is
generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and standards of
practice comparable to those applicable to domestic issuers. Investments in
foreign securities also involve the risk of possible adverse changes in
investment or exchange control regulations, expropriation or confiscatory
taxation, limitation on the removal of funds or other assets of a Portfolio,
political or financial instability or diplomatic and other developments which
could affect such investments. Further, economies of particular countries or
areas of the world may differ favorably or unfavorably from the economy of the
United States. It is anticipated that in most cases the best available market
for foreign securities will be on exchanges or in over-the-counter markets
located outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. In addition, foreign brokerage
commissions are generally higher than commissions on securities traded in the
United States and may be non-negotiable. In general, there is less overall
governmental supervision and regulation of foreign securities markets, broker-
dealers, and issuers than in the United States. 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. Because investments in companies whose
principal business activities are located outside of the United States will
frequently involve currencies of foreign countries, and because assets of a
Portfolio may temporarily be held in bank deposits in foreign currencies
during the completion of investment programs, the value of the assets of a
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. A Portfolio may conduct its foreign currency exchange transactions on
a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into swaps, forward contracts, options or
futures on currency. On spot transactions, foreign exchange dealers do not
charge a fee for conversion, but they do realize a profit based on the
difference (the "spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign
currency to a Portfolio at one rate, while offering a lesser rate of exchange
should the Portfolio desire to resell that currency to the dealer.
Emerging Companies. The investment risk associated with emerging companies is
higher than that normally associated with larger, older companies due to the
greater business risks associated with small size, the relative age of the
company, limited product lines, distribution channels and financial and
managerial resources. Further, there is typically less publicly available
information concerning smaller companies than for larger, more established
ones. The securities of small companies are often traded only over-the-counter
and may not be traded in the volumes typical of trading on a national
securities exchange. As a result, in order to sell this type of holding, a
Portfolio may need to discount the securities from recent prices or dispose of
the securities over a long period of time. The prices of this type of security
may be more volatile than those of larger companies which are often traded on
a national securities exchange.
Currency Swaps. Currency swaps require maintenance of a segregated account
described under "Asset Coverage for Derivative Investments" below. Each
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 Adviser. If there is a
default by the other party to such a transaction, the Portfolio will have
contractual remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become relatively liquid in comparison with the markets for other similar
instruments which are traded in the interbank market.
Forward Foreign Currency Exchange Transactions. Each 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 a 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 a Portfolio's
foreign assets. The Developing Resources 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 Developing
Resources Portfolio or other assets denominated in that currency. In addition,
the Developing Resources Portfolio generally will not enter into a forward
contract with a term of greater than one year.
Special Risks Associated With Currency Transactions. Transactions in forward
contracts, as well as futures and options on foreign currencies, are subject
to the risk of governmental actions affecting trading in or the prices of
currencies underlying such contracts, which could restrict or eliminate
trading and could have a substantial adverse effect on the value of positions
held by the Portfolio. In addition, the value of such positions could be
adversely affected by a number of other complex political and economic factors
applicable to the countries issuing the underlying currencies.
Furthermore, unlike trading in most other types of instruments, there is
no systematic reporting of last sale information with respect to the foreign
currencies underlying forward contracts, futures contracts and options. As a
result, the available information on which a Portfolio's trading systems will
be based may not be as complete as the comparable data on which the Portfolio
makes investment and trading decisions in connection with securities and other
transactions. Moreover, because the foreign currency market is a global,
twenty-four hour market, events could occur on that market which will not be
reflected in the forward, futures or options markets until the following day,
thereby preventing a Portfolio from responding to such events in a timely
manner.
Settlements of over-the-counter forward contracts or of the exercise of
foreign currency options generally must occur within the country issuing the
underlying currency, which in turn requires parties to such contracts to
accept or make delivery of such currencies in conformity with any United
States or foreign restrictions and regulations regarding the maintenance of
foreign banking relationships, fees, taxes or other charges.
Unlike currency futures contracts and exchange-traded options, options on
foreign currencies and forward contracts are not traded on contract markets
regulated by the CFTC or (with the exception of certain foreign currency
options) the Securities and Exchange Commission (the "Commission"). To the
contrary, such instruments are traded through financial institutions acting as
market-makers. (Foreign currency options are also traded on the Philadelphia
Stock Exchange subject to Commission regulation). In an over-the-counter
trading environment, many of the protections associated with transactions on
exchanges will not be available. For example, there are no daily price
fluctuation limits, and adverse market movements could therefore continue to
an unlimited extent over a period of time. Although the purchaser of an option
cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, an option writer could lose
amounts substantially in excess of its initial investment due to the margin
and collateral requirements associated with such option positions. Similarly,
there is no limit on the amount of potential losses on forward contracts to
which a Portfolio is a party.
In addition, over-the-counter transactions can only be entered into with a
financial institution willing to take the opposite side, as principal, of a
Portfolio's position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Portfolio.
Where no such counterparty is available, it will not be possible to enter into
a desired transaction. There also may be no liquid secondary market in the
trading of over-the-counter contacts, and a Portfolio may be unable to close
out options purchased or written, or forward contracts entered into, until
their exercise, expiration or maturity. This in turn could limit a Portfolio's
ability to realize profits or to reduce losses on open positions and could
result in greater losses.
Furthermore, over-the-counter transactions are not backed by the guarantee
of an exchange's clearing corporation. A Portfolio will therefore be subject
to the risk of default by, or the bankruptcy of, the financial institution
serving as its counterparty. One or more of such institutions also may decide
to discontinue its role as market-maker in a particular currency, thereby
restricting a Portfolio's ability to enter into desired hedging transactions.
A Portfolio will enter into over-the-counter transactions only with parties
whose creditworthiness has been reviewed and found satisfactory by an Adviser.
The purchase and sale of exchange-traded foreign currency options,
however, are subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market
movements, margining of options written, the nature of the foreign currency
market, possible intervention by governmental authorities and the effect of
other political and economic events. In addition, exchange-traded options on
foreign currencies involve certain risks not presented by the over-the-counter
market. For example, exercise and settlement of such options must be made
exclusively through the Options Clearing Corporation ("OCC"), which has
established banking relationships in applicable foreign countries for this
purpose. As a result, the OCC may, if it determines that foreign governmental
restrictions or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or its clearing
member, impose special procedures for exercise and settlement, such as
technical changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.
Risks Associated With Derivative Instruments. Entering into a derivative
instrument involves a risk that the applicable market will move against a
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 a Portfolio. Derivative
instruments may sometimes increase or leverage a Portfolio's exposure to a
particular market risk. Leverage enhances the Portfolio's exposure to the
price volatility of derivative instruments it holds. A Portfolio's success in
using derivative instruments to hedge portfolio assets depends on the degree
of price correlation between the derivative instruments and the hedged asset.
Imperfect correlation may be caused by several factors, including temporary
price disparities among the trading markets for the derivative instrument, the
assets underlying the derivative instrument and the Portfolio assets. Over-
the-counter ("OTC") derivative instruments involve an enhanced risk that the
issuer or counterparty will fail to perform its contractual obligations. Some
derivative instruments are not readily marketable or may become illiquid under
adverse market conditions. In addition, during periods of market volatility, a
commodity exchange may suspend or limit trading in an exchange-traded
derivative instrument, which may make the contract temporarily illiquid and
difficult to price. Commodity exchanges may also establish daily limits on the
amount that the price of a futures contract or futures option can vary from
the previous day's settlement price. Once the daily limit is reached, no
trades may be made that day at a price beyond the limit. This may prevent a
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 a Portfolio's 15% limit
on illiquid investments. A 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. A 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 its corresponding Fund as a regulated investment company for federal income
tax purposes. See "Taxes."
The Developing Resources 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 Developing Resources Portfolio will only write a put option on a
security which it intends to ultimately acquire for its portfolio.
Each Portfolio may enter into futures contracts, and options on futures
contracts, traded on an exchange regulated by the CFTC and on foreign
exchanges, but, with respect to foreign exchange-traded futures contracts and
options on such futures contracts, only if a Portfolio's Adviser determines
that trading on each such foreign exchange does not subject the Portfolio to
risks, including credit and liquidity risks, that are materially greater than
the risks associated with trading on CFTC-regulated exchanges.
In order to hedge its current or anticipated portfolio positions, a
Portfolio may use futures contracts on securities held in its Portfolio or on
securities with characteristics similar to those of the securities held by the
Portfolio. If, in the opinion of a Portfolio's Adviser, there is a sufficient
degree of correlation between price trends for the securities held by the
Portfolio and futures contracts based on other financial instruments,
securities indices or other indices, the Portfolio may also enter into such
futures contracts as part of its hedging strategy.
A Portfolio may purchase call and put options, subject to the Asset
Coverage Requirements set forth above. A Portfolio may only write a put option
on a security that it intends to acquire for its investment portfolio.
Repurchase Agreements. Under a repurchase agreement a Portfolio buys a
security at one price and simultaneously promise to sell that same security
back to the seller at a higher price. At no time will a Portfolio commit more
than 15% of its net assets to repurchase agreements which mature in more than
seven days and other illiquid securities. A 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. Each Portfolio may enter into reverse
repurchase agreements. Under a reverse repurchase agreement, a 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 a Portfolio enters into a reverse repurchase agreement, any
fluctuations in the market value of either the securities transferred to
another party or the securities in which the proceeds may be invested would
affect the market value of the Portfolio's assets. As a result, such
transactions may increase fluctuations in the market value of the Portfolio's
assets. While there is a risk that large fluctuations in the market value of
the Portfolio's assets could affect the Portfolio's net asset value, this risk
is not significantly increased by entering into reverse repurchase agreements,
in the opinion of an Adviser. Because reverse repurchase agreements may be
considered to be the practical equivalent of borrowing funds, they constitute
a form of leverage. If a 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.
While an Adviser does not consider reverse repurchase agreements to
involve a traditional borrowing of money, reverse repurchase agreements will
be included within the aggregate limitation on "borrowings" contained in the
Portfolio's investment restriction (1) set forth below.
Lending Portfolio Securities. If the relevant Adviser decides to make
securities loans, each of the Information Age and Health Sciences Portfolio
may seek to increase its income by lending portfolio securities to broker-
dealers or other institutional borrowers. The financial condition of the
borrower will be monitored by an Adviser on an ongoing basis. The Portfolio
would continue to receive the equivalent of the interest or dividends paid by
the issuer on the securities loaned and would also receive a fee, or all or a
portion of the interest on investment of the collateral. The Portfolio would
have the right to call a loan and obtain the securities loaned at any time on
up to five business days' notice. The Portfolio would not have the right to
vote any securities having voting rights during the existence of a loan, but
could call the loan in anticipation of an important vote to be taken among
holder of the securities or the giving or holding of their consent on a
material matter affecting the investment. Securities lending involves
administrative expenses, including finders' fees. If an Adviser decides to
make securities loans, it is intended that the value of the securities loaned
would not exceed 1/3 of a Portfolio's total assets.
Asset Coverage Requirements. Transactions involving reverse repurchase
agreements, currency swaps, forward contracts, futures contracts and options
(other than options that the Portfolio has purchased) expose a Portfolio to an
obligation to another party. A Portfolio will not enter into any such
transactions unless it owns either (1) an offsetting ("covered") position in
securities, currencies or other options, futures contracts or forward
contracts, or (2) cash or liquid securities with a value sufficient at all
times to cover its potential obligations not covered as provided in (1) above.
(Only the net obligations of a swap will be covered.) Each 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 a 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.
Asset-Related Securities. The Developing Resources Portfolio's investment
adviser, BMR, 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, BMR 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 Developing Resources 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 Developing Resources Portfolio
may invest may bear interest or pay preferred dividends at below market (or
even relatively nominal) rates. The Developing Resources 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 Developing
Resources 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
Developing Resources Portfolio normally will not take possession of the
bullion or metals, but instead will obtain receipts or certificates
representing ownership. In the event the Developing Resources 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 Developing Resources 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.
Leverage Through Borrowing. The Developing Resources 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 Developing Resources Portfolio to maintain
continuous asset coverage of not less than 300% with respect to its
borrowings. This allows the Developing Resources 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 Developing
Resources 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 Developing Resources 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.
Convertible Securities. The Developing Resources 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).
Portfolio Turnover. A Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity
of one year or less). A 100% annual turnover rate would occur, for example, if
all the securities in the portfolio were replaced once in a period of one
year. A high turnover rate (100% or more) necessarily involves greater
expenses to a Portfolio. A Portfolio engages in portfolio trading (including
short-term trading) if it believes that a transaction including all costs will
help in achieving its investment objective either by increasing income or by
enhancing the Portfolio's net asset value. High portfolio turnover may also
result in the realization of substantial net short-term capital gains. For
the portfolio turnover rate of each Portfolio in prior fiscal years, see
"Supplementary Data" in the "Financial Statements".
INVESTMENT RESTRICTIONS
The following investment restrictions of the Funds are designated as
fundamental policies and as such cannot be changed without the approval of the
holders of a majority of the Funds' 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.
With respect to the the Information Age Fund, the Developing Resources
Fund and the Health Sciences Fund, a Fund may not:
(1) Borrow money or issue senior securities except as permitted by the
United States Investment Company Act of 1940, as amended (the "1940 Act");
(2) Purchase any 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); or
(3) Make loans to any person except by (a) the acquisition of debt
securities and making portfolio investments, (b) entering into repurchase
agreements and (c) lending portfolio securities;
With respect to the Information Age Fund and the Health Sciences Fund, a
Fund may not:
(4) With respect to 75% of its total assets, invest more than 5% of its
total assets (taken at current value) in the securities of any one issuer, or
invest in more than 10% of the outstanding voting securities of any one
issuer, except obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and except securities of other investment
companies.
(5) Underwrite securities of other issuers; or
(6) Invest in real estate including interests in real estate limited
partnerships (although it may purchase and sell securities which are secured
by real estate and securities of companies which invest or deal in real
estate) or in commodities or commodity contracts for the purchase or sale of
physical commodities.
With respect to the Information Age Fund, the Fund may not:
(7) Concentrate its investments in any particular industry, but, if deemed
appropriate for the Fund's objective, up to 25% of the value of its assets may
be invested in securities of companies in any one industry (although more than
25% may be invested in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities).
With respect to the Health Sciences Fund, the Fund may not:
(8) Invest in the securities of any one industry, except the medical
research and health care industry (and except securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities) if as a result 25%
or more of the Fund's total assets would be invested in the securities of such
industry.
With respect to the Developing Resources Fund, the Fund may not:
(9) 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;
(10) 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.
In addition, the Developing Resources Fund will:
(11) 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
(12) 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 Developing
Resources Fund; the Fund may invest its assets in an open-end management
investment company (a Portfolio) with substantially the same investment
objectives, policies and restrictions as the Fund; moreover, subject to
Trustee approval the Fund may invest its investable assets in other open-end
management investment companies in the same group of investment companies with
the same investment adviser as the Portfolio (or an affiliate) if, with
respect to such assets, the other companies' permitted investments are
substantially the same as those of the Fund.
Notwithstanding the investment policies and restrictions of the
Information Age Fund and the Health Sciences Fund, each Fund may invest its
assets in an open-end management company with substantially the same
investment objective, policies and restrictions as the Fund. Notwithstanding
the investment policies and restrictions of the Information Age Portfolio and
the Health Sciences Portfolio, each Portfolio may invest part of its assets in
another investment company consistent with the 1940 Act.
Each Portfolio has adopted substantially the same fundamental investment
restrictions as the foregoing investment restrictions adopted by each Fund;
such restrictions cannot be changed without the approval of a "majority of the
outstanding voting securities" of a Portfolio.
The following non-fundamental investment policies of the Funds are
substantially similar to such policies of their respective Portfolios and may
be changed by the respective Trustees of the Portfolios without Fund or
Portfolio investor approval.
With respect to each of the Information Age Fund and the Health Sciences Fund,
a Fund may 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 and
commercial paper issued pursuant to Section 4(2) of said Act that the Trustees
of the Trust, or their delegate, determine to be liquid; (b) purchase any
securities if at the time of such purchase, permitted borrowings under
investment restriction (1) above exceed 5% of the value of the Fund's total
assets, as the case may be (Information Age Fund only); (c) purchase an option
on a security if, after such transaction, more than 5% of its net assets,
measured by the aggregate of all premiums paid for all such options held by
the Portfolio, would be so invested (Health Sciences Fund only); or (d)
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 of the Portfolio or is a member, officer, director or
trustee of any investment adviser of the Fund or the Portfolio if after the
purchase of the security of such issuer by the Fund or the Portfolio one or
more of such persons owns beneficially more than 1/2 of 1% of the shares or
securities or both (all taken at market value) of such issuer and such persons
owning more than 1/2 of 1% of such shares or securities together own
beneficially more than 5% of such shares or securities or both (all taken at
market value). Neither the Portfolio nor the Fund intends to make short sales
of securities during the coming year.
With respect to the Developing Resources Fund, the Fund may 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 and commercial paper issued pursuant to Section
4(2) of said Act that the Trustees of the Trust, 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 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; 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
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 net assets; this
policy does not apply to or restrict warrants acquired by the Fund 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 Developing
Resources Fund and Portfolio will maintain at least 65% of its total assets in
natural resource related investments or in asset-related securities, the
Information Age Fund and Portfolio will maintain at least 65% of its total
assets in securities of information age companies, and the Health Sciences
Fund and Portfolio will maintain at least 65% of its total assets in
securities of health science companies. 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 Portfolios 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 BMR, a wholly-owned
subsidiary of 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. The business address of
Lloyd George is 3808 One Exchange Square, Central, Hong Kong. Those Trustees
who are "interested persons" of the Trust or the Portfolios, as defined in the
1940 Act, by virtue of their affiliation with an Adviser, Eaton Vance, EVC or
EV, are indicated by an asterisk(*).
TRUSTEES OF THE TRUST AND THE PORTFOLIOS
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 or Trustee and officer of various
investment companies managed by Eaton Vance or BMR.
HON. EDWARD K.Y. CHEN (52), Trustee of Information Age Portfolio
President of Lingnan College in Hong Kong. Professor and Director of Centre of
Asian Studies at the University of Hong Kong from 1979-1995. Director of
First Pacific Company and a Board Member of the Mass Transit Railway
Corporation. Member of the Executive Council of the Hong Kong Goverment
since 1992 and Chairman of the Consumer Council since 1991.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong
DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company); Chairman of the Board of Newspapers of New England, Inc. Director
or Trustee of various investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768
HON. ROBERT LLOYD GEORGE (44), Trustee and Vice President of Information Age
Portfolio
Chairman and Chief Executive Officer of LGM. Chairman and Chief Executive
Officer of the Advisers.
Address: 3808 One Exchange Square, Central, Hong Kong
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
Former Director of 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 PORTFOLIOS
WILLIAM D. BURT (58), Vice President of the Trust and Developing Resources
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 Portfolios
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 of the Trust and Developing Resources
Portfolio
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.
SAMUEL D. ISALY (52), Vice President of Health Sciences Portfolio
President of Mehta and Isaly Asset Management, Inc. since 1989; Senior Vice
President of S.G. Warburg & Co., Inc. from 1986 through 1989; and President
of Gramercy Associates, a health care industry consulting firm, from 1983
through 1986.
Address: Mehta and Isaly Asset Management, Inc., 41 Madison Avenue, 40th
Floor, New York, NY 10010-2202
VIREN MEHTA (47), Vice President of Health Sciences Portfolio
Chairman of Mehta and Isaly Asset Management, Inc. since 1989; Analyst of S.G.
Warburg & Co., Inc. from 1987 through 1989; Analyst of Wood MacKenzie &
Company Inc. from 1986 through 1987; and Manager of Merck & Co. from 1963
through 1986.
Address: Mehta and Isaly Asset Management, Inc., 41 Madison Avenue, 40th
Floor, New York, NY 10010-2202
MICHEL NORMANDEAU (45), Vice President of the Portfolios
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 Portfolios
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.
DUNCAN W. RICHARDSON (39), Vice President of Information Age Portfolio
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
BARCLAY TITTMANN (65), Vice President of Developing Resources Portfolio
Vice President of BMR, Eaton Vance and EV since October 1993; formerly Vice
President of Invesco Management and Research (1970-1993).
JAMES L. O'CONNOR (52), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various other investment
companies managed by Eaton Vance or BMR.
ALAN R. DYNNER (56), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance, EVC and EV since
November 1, 1996. Previously, he was a Partner of the law firm of
Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and was Executive
Vice President of Neuberger & Berman Management, Inc., a mutual fund
management company. Officer of various investment companies managed by Eaton
Vance or BMR. Mr. Dynner was elected Secretary of the Trust and the
Portfolios on June 23, 1997.
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 (40), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads. 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 Portfolios. 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 Funds and the Portfolios, including
investment advisory (Portfolio only), administrative, 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 Funds, the Portfolios or investors therein.
The Nominating Committee of the Board of Trustees of the Trust and the
Portfolios 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. 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 Portfolios. 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 Trust and of the Portfolios.
Trustees of the Portfolios that are not affiliated with an Adviser may
elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by a 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 Portfolios' assets, liabilities, and net
income per share, and will not obligate a Portfolio to retain the services of
any Trustee or obligate a Portfolio to pay any particular level of
compensation to the Trustee. Neither the Portfolios nor the Trust has a
retirement plan for its Trustees.
The fees and expenses of the noninterested Trustees of the Trust and the
Portfolios are paid by the Funds (and the other series of the Trust) and the
Portfolios, respectively. (The Trustees of the Trust and the Portfolios who
are members of an Adviser's organization receive no compensation from the
Trust or the Portfolios). Messrs. Chen, Chisholm, Lloyd George, 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. During the fiscal year ended August 31, 1996, the
noninterested Trustees of the Trust and the Portfolios received the following
compensation in their capacities as Trustees from the Trust and the
Portfolios, and, for the year ended September 30, 1996, earned the following
compensation in their capacities as Trustees of the funds in the Eaton Vance
fund complex(1):
<TABLE>
<CAPTION>
SAMUEL L.
DONALD R. HAYES, III NORTON H. JOHN L. JACK L.
SOURCE OF COMPENSATION DWIGHT(3) (4) REAMER THORNDIKE TREYNOR
<S> <C> <C> <C> <C> <C>
Trust(2) $ 2,165 $ 1,992 $ 1,978 $ 2,004 $ 2,146
Information Age Portfolio $ 97 $ 87 $ 86 $ 87 $ 94
Developing Resources Portfolio 0 0 0 0 0
Health Sciences Portfolio 0 0 0 0 0
------- ------- ------- ------- -------
Trust and Fund Complex $142,500(5) $153,750(6) $142,500 $147,500 $147,500
</TABLE>
- ----------
(1) The Eaton Vance fund complex consists of 228 registered investment
companies or series thereof.
(2) The Trust consisted of 12 Funds as of August 31, 1996.
(3) Mr. Dwight received deferred compensation from each Portfolio as follows:
Information Age - $46; Developing Resources - $0; Health Sciences - $0.
(4) Mr. Hayes received deferred compensation from each Portfolio as follows:
Information Age - $3; Developing Resources - $0; Health Sciences - $0.
(5) Includes $42,500 of deferred compensation.
(6) Includes $37,500 of deferred compensation.
MANAGEMENT OF THE FUNDS AND THE PORTFOLIOS
Eaton Vance acts as the sponsor and manager of the Information Age and
Health Sciences Funds and the administrator of the Information Age and Health
Sciences Portfolios. The Information Age Portfolio has engaged BMR and Lloyd
George as its investment advisers, the Health Sciences Portfolio has engaged
M&I as its invetment adviser and the Developing Resources Portfolio has
engaged BMR as its investment adviser.
THE ADVISERS
As investment advisers to the Portfolios each Adviser manages a
Portfolio's investments, subject to the supervision of the Board of Trustees
of each Portfolio. The Advisers are also responsible for effecting all
security transactions on behalf of the Portfolios, including the allocation of
principal transactions and portfolio brokerage and the negotiation of
commissions. See "Portfolio Security Transactions."
Under the investment advisory agreement with the Information Age
Portfolio, BMR and Lloyd George are entitled to receive a monthly advisory fee
computed by applying the annual asset rate applicable to that portion of the
average daily net assets of the Portfolio throughout the month in each
Category as indicated below:
<TABLE>
<CAPTION>
ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
<C> <S> <C>
1 less than $500 million ..................................... 0.75%
2 $500 million but less than $1 billion ...................... 0.70
3 $1 billion but less than $1.5 billion ...................... 0.65
4 $1.5 billion but less than $2 billion ...................... 0.60
5 $2 billion but less than $3 billion ........................ 0.55
6 $3 billion and over ........................................ 0.50
</TABLE>
As of August 31, 1996, the Information Age Portfolio has net assets of
$42,703,385. For the period from the start of business September 18, 1995, to
August 31, 1996, BMR and Lloyd George earned advisory fees of $199,131
(equivalent to 0.75% (annualized) of the Portfolio's average daily net assets
for such period). Such advisory fee was divided equally between Lloyd George
and BMR.
Under the investment advisory agreement with the Health Sciences
Portfolio, M&I's advisory fee rate on average daily net assets is reduced to
.70% on assets of $500 million but less than $1 billion, to .65% on assets of
$1 billion but less than $1.5 billion, to .60% on assets of $1.5 billion but
less than $2 billion, to .55% on assets of $2 billion but less than $3 billion
and .50% on assets of $3 billion and over.
The performance fee adjustment to the advisory fee is as follows: After 12
months, the basic advisory fee is subject to upward or downward adjustment
depending upon whether, and to what extent, the investment performance of the
Health Sciences Portfolio differs by at least one percentage point from the
record of the Standard & Poor's Index of 500 Common Stocks over the same
period. Each percentage point difference is multiplied by a performance
adjustment rate of 0.025%. The maximum adjustment plus/minus is 0.25%. One
twelfth (1/12) of this adjustment is applied each month to the average daily
net assets of the Portfolio over the entire performance period. This
adjustment shall be based on a rolling period of up to and including the most
recent 36 months. Portfolio performance shall be total return as computed
under Rule 482 under the Securities Act of 1933.
Under the investment advisory agreement with the Developing Resources
Portfolio, BMR receives 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)
<S> <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>
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,
and 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 experienced 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 Mumbai. Together Eaton Vance and Lloyd George
manage over $21 billion in assets. Eaton Vance mutual funds are distributed by
the Principal Underwriter both within the United States and offshore.
The Principal Underwriter 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 Developing Resources
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
purchased, held or sold 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.
Each Investment Advisory Agreement continues in effect from year to year
so long as such continuance is approved at least annually (i) by the vote of a
majority of the noninterested Trustees of a Portfolio cast in person at a
meeting specifically called for the purpose of voting on such approval and
(ii) by the Board of Trustees of a Portfolio or by vote of a majority of the
outstanding voting securities of a Portfolio. Each 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 a Portfolio, and each Agreement will terminate automatically in
the event of its assignment. Each Agreement provides that an Adviser may
render services to others. Each Agreement also provides that an Adviser 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
Portfolios. The sub-administrator maintains the Portfolios' principal office
and certain records and provides administrative assistance in connection with
meetings of the Portfolios' Trustees and interestholders.
MANAGER, SPONSOR AND ADMINISTRATOR
See "Management of the Funds and the Portfolios" in the Prospectus for a
description of the services Eaton Vance performs as the manager and sponsor of
the Information Age and Health Sciences Funds and the administrator of the
Information Age and Health Sciences Portfolios. Under Eaton Vance's management
contract with the Information Age and Health Sciences Funds and administration
agreement with the Information Age and Health Sciences Portfolios, Eaton Vance
receives a monthly management fee from the Funds and a monthly administration
fee from the Portfolios. Each fee is computed by applying the annual asset
rate applicable to that portion of the average daily net assets of the Fund or
the Portfolio throughout the month in each Category as indicated below:
<TABLE>
<CAPTION>
ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
---------- ------------------------- -----------
<C> <S> <C>
1 less than $500 million ....................................... 0.25%
2 $500 million but less than $1 billion ........................ 0.23333
3 $1 billion but less than $1.5 billion ........................ 0.21667
4 $1.5 billion but less than $2 billion ........................ 0.20
5 $2 billion but less than $3 billion .......................... 0.18333
6 $3 billion and over .......................................... 0.1667
</TABLE>
For the period from the start of business, September 18, 1995, to August
31, 1996, Eaton Vance earned administration fees of $66,210 (equivalent to
0.25% (annualized) of the Information Age Portfolio's average daily net assets
for such period). For the management fees that the Information Age Fund paid
to Eaton Vance, see Appendix B. For the management fees paid by the Health
Sciences Fund see Appendix A.
Eaton Vance's management contract with the Information Age and Health
Sciences Funds, and its administration agreement with the Information Age and
Health Sciences Portfolios will continue in effect from year to year, so long
as such continuance is approved annually by the vote of a majority of the
Trustees of the Trust or the Portfolios, as the case may be. Each agreement
may be terminated at any time without penalty on sixty days' written notice by
the Board of Trustees of either party thereto, or by a vote of a majority of
the outstanding voting securities of the Funds or the Portfolios, as the case
may be. Each agreement will terminate automatically in the event of its
assignment. Each agreement provides that, in the absence of Eaton Vance's
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties to the Information Age and Health Sciences Funds or the
Information Age and Health Sciences Portfolios under such contract or
agreement, Eaton Vance will not be liable to the Funds or the Portfolios for
any loss incurred. Each agreement was initially approved by the Trustees,
including the non-interested Trustees, of the Trust or the Portfolios.
As indicated in the Prospectus, Eaton Vance serves as Administrator of the
Developing Resources 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.
The Fund and the Portfolio, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
an Adviser under the investment advisory agreement, by Eaton Vance under the
management contract or the administration agreement, or by the Principal
Underwriter under the distribution agreement. Such costs and expenses to be
borne by each of the Fund or the Portfolio, as the case may be, include, without
limitation: custody and transfer agency fees and expenses, including those
incurred for determining net asset value and keeping accounting books and
records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering under the securities
laws; expenses of reports to shareholders and investors; proxy statements, and
other expenses of shareholders' or investors' meetings; insurance premiums,
printing and mailing expenses; interest, taxes and corporate fees; legal and
accounting expenses; compensation and expenses of Trustees not affiliated with
Eaton Vance or an Adviser; distribution and service fees payable by the Fund
under its Rule 12b-1 distribution plan; and investment advisory, management and
administration fees. The Fund and the Portfolio, as the case may be, will also
each bear expenses incurred in connection with litigation in which the Fund or
the Portfolio, as the case may be, is a party and any legal obligation to
indemnify its respective officers and Trustees with respect thereto, 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, the Voting Trustees of which are Messrs. Gardner, Hawkes,
Rowland, Thomas E. Faust, Jr., Alan R. Dynner, William Steul and Wharton P.
Whitaker. 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 BMR and Eaton Vance
who are also officers or officers and Directors of EVC and EV. As of October 31,
1997, Messrs. Gardner and Hawkes each owned 24% of such voting trust receipts,
Messrs. Rowland and Faust owned 15% and 13%, respectively, and Messrs. Dynner,
Steul and Whitaker each own 8%. Messrs. Dynner, Gardner and Hawkes who are
officers or Trustees of the Trust and the Portfolios are members of the EVC,
BMR, Eaton Vance and EV organizations. Messrs. Burt, Murphy, O'Connor,
Richardson, Tittmann and Woodbury, and Ms. Sanders, are officers of the Trust
and or the Portfolios, and are also members of the BMR, Eaton Vance and EV
organizations.
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 approximately 21% 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 Funds and
the Portfolios, 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 Funds or the Portfolios
and such banks.
CUSTODIAN
IBT acts as custodian for the Trust and the Portfolios. IBT has the
custody of all cash and securities of the Funds and all securities of the
Portfolios 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 Funds' and the Portfolios' general ledger and
computes the daily net asset value of interests in the Portfolios and the net
asset value of shares of the Funds. In such capacities, IBT attends to details
in connection with the sale, exchange, substitution, transfer or other
dealings with the Funds' and the Portfolios' respective investments, receives
and disburses all funds, and performs various other ministerial duties upon
receipt of proper instructions from the Trust and the Portfolios, respectively.
Portfolio securities, if any, purchased by a 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 each
Portfolio in accordance with regulations under the 1940 Act.
IBT charges fees which are competitive within the industry. These fees for
the Portfolios 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
particular investment company at the custodian equal to 75% of the 91-day U.S.
Treasury Bill auction rate applied to the particular investment company
average daily collected balances. The portion of the fee for a 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.
SERVICES FOR ACCUMULATION -- CLASS A SHARES
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 Class A shares and shares of the other
continuously offered open-end funds listed under "The Eaton Vance Exchange
Privilege" in the Prospectus will be purchased within a 13-month period, a
Statement of Intention should be signed so that shares may be obtained at the
same reduced sales charge as though the total quantity were invested in one
lump sum. Shares held under 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 Shares" in the Prospectus. Any investor considering signing a
Statement of Intention should read it carefully.
Right of Accumulation -- Cumulative Quantity Discount. The applicable
sales charge level for the purchase of Class A shares is calculated by taking
the dollar amount of the current purchase and adding it to the value
(calculated at the maximum current offering price) of the shares the
shareholder owns in his or her account(s) in the Fund and in the other
continuously offered open-end funds listed under "The Eaton Vance Exchange
Privilege" in the Prospectus for which Eaton Vance acts as adviser or
administrator at the time of purchase. The sales charge on the shares being
purchased will then be at the rate applicable to the aggregate. For sales
charges on quantity purchases, see "How to Buy Shares" in the Prospectus.
Shares purchased (i) by an individual, his or her spouse and their children
under the age of twenty-one, and (ii) by a trustee, guardian or other
fiduciary of a single trust estate or a single fiduciary account, will be
combined for the purpose of determining whether a purchase will qualify for
the Right of Accumulation and if qualifying, the applicable sales charge
level.
For any such discount to be made available, at the time of purchase a
purchaser or 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. Confirmation of the order is subject to such verification. The
Right of Accumulation privilege may be amended or terminated at any time as to
purchases occurring thereafter.
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 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 date 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 Trustees of each Portfolio have established the following procedures
for the valuation of the Portfolio's assets. Marketable securities listed on
foreign or U.S. 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 the last sale price as quoted on the principal exchange
or board of trade on which such option or contract is traded, or in the
absence of a sale, the mean between the last bid and asked prices. 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 with a remaining maturity of 60 days of less
are valued at amortized cost. If securities were acquired with a remaining
maturity of more than 60 days, their amortized cost value will be based on
their value on the sixty-first day prior to maturity. Other fixed income and
debt securities, including listed securities and securities for which price
quotations are available, will normally be valued on the basis of valuations
furnished by a pricing service. All other securities are valued at fair value
as determined in good faith by or at the direction of the Trustees.
Generally, trading in the foreign securities owned by the Portfolio is
substantially completed each day at various times prior to the close of the
Exchange. The values of these securities used in determining the net asset
value of the Portfolio are computed as of such times. Occasionally, events
affecting the value of foreign securities may occur between such times and the
close of the Exchange which will not be reflected in the computation of the
Portfolio's net asset value (unless the Portfolio deems that such events would
materially affect its net asset value, in which case an adjustment would be
made and reflected in such computation). Foreign securities and currency held
by the Portfolio will be valued in U.S. dollars; such values will be computed
by the custodian based on foreign currency exchange rate quotations.
Physical commodities, including bullion, will generally be valued at fair
value based on prevailing market prices.
Each investor in a 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 "Portfolio Valuation Time"). The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the
Portfolio by the percentage, determined on the prior Portfolio Business Day,
which represented that investor's share of the aggregate interests in the
Portfolio on such prior day. Any additions or withdrawals for the current
Portfolio Business Day will then be recorded. Each investor's percentage of
the aggregate interest in the Portfolio will then be recomputed as a
percentage equal to a fraction (i) the numerator of which is the value of such
investor's investment in the Portfolio as of the Portfolio Valuation Time on
the prior Portfolio Business Day plus or minus, as the case may be, that
amount of any additions to or withdrawals from the investor's investment in
the Portfolio on the current Portfolio Business Day, and (ii) the denominator
of which is the aggregate net asset value of the Portfolio as of the Portfolio
Valuation Time on the prior Portfolio Business Day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investment in the Portfolio on the current Portfolio Business Day by all
investors in the Portfolio. The percentage so determined will then be applied
to determine the value of the investor's interest in the Portfolio for the
current Portfolio Business Day. Each 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.
INVESTMENT PERFORMANCE
Average annual total return is determined separately for each Class of a
Fund 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 (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period,
(ii) the deduction of the maximum sales charge from the initial $1,000
purchase order for Class A shares, (iii) a complete redemption of the
investment and (iv) the deduction of any CDSC at the end of the period. For
information concerning the total return of the Classes of a Fund, see Appendix
A, Appendix B and Appendix C.
Total return may be compared to relevant indices, such as the Consumer
Price Index and various domestic and foreign securities indices. A Fund's
total return and comparisons with these indices may be used in advertisements
and in information furnished to present or prospective shareholders. In
addition, evaluations of a Fund's performance or rankings of mutual funds
(which include a Fund) 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 a
Portfolio may also be included in advertisements and other material furnished
to present prospective shareholders. A Fund's performance may differ from that
of other investors in its corresponding Portfolio, including other investment
companies.
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 a 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 in materials furnished to present
or prospective shareholders may include statistics, data and performance
studies prepared by independent organizations or included in various
publications reflecting the investment performance or return achieved by
various classes and types of investments (e.g. common stocks, small company
stocks, long-term corporate bonds, long-term government bonds, intermediate-
term government bonds, U.S. Treasury bills) over various periods of time. This
information may be used to illustrate the benefits of long-term investments in
common stocks.
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 Trust (or Principal Underwriter) may provide investors with
information on global investing, which may include descriptions, comparisons,
charts and/or illustrations of: foreign and domestic equity market
capitalizations; returns obtained by foreign and domestic securities; and the
effects of globally diversifying an investment portfolio (including volatility
analysis and performance information). Such information may be provided for a
variety of countries over varying time periods.
The Trust (or Principal Underwriter) 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
Each series of the Trust is treated as a separate entity for federal
income tax purposes. Each Fund has elected to be treated and intends to
qualify each year as a regulated investment company ("RIC") under the Code.
Accordingly, each Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute
substantially all of its ordinary income (including tax-exempt income, if
applicable) and net income in accordance with the timing requirements imposed
by the Code, so as to maintain its RIC status and to avoid paying any federal
income or excise tax. Because each Fund invests its assets in a Portfolio, the
Portfolio normally must satisfy the applicable source of income and
diversification requirements in order for the Fund to also satisfy these
requirements. Each Portfolio will allocate at least annually among its
investors, including a Fund, the Portfolio's net investment income, net
realized capital gains, and any other items of income, gain, loss, deduction
or credit. Each Portfolio will make allocations to a 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 a 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
taxes on the Fund. For purposes of applying the requirements of the Code
regarding qualification as a RIC, each Fund will be deemed (i) to own its
proportionate share of each of the assets of the corresponding Portfolio and
(ii) to be entitled to the gross income of that Portfolio attributable to such
share.
In order to avoid incurring a federal excise tax obligation, the Code
requires that each 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, if applicable) for such year, at least 98% of its
capital gain net income (which is 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 (i) any
available capital loss carryforwards and (ii) 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 that
a Fund qualifies as a RIC and a Portfolio is treated as a partnership for
Massachusetts and federal tax purposes, neither the Fund nor the Portfolio
should be liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.
For federal income tax purposes each Portfolio will be treated as a
partnership that is not a "publicly traded partnership". As a result, it will
not be subject to federal income tax; instead, the corresponding Fund, as an
investor in the Portfolio, will be required to take into account in
determining its federal income tax liability its share of the Portfolio's
income, gains, losses, deductions, and credits, without regard to whether it
has received any cash distributions from the Portfolio. Because the Fund will
be deemed to own a proportionate share of the Portfolio's assets, and to earn
a proportionate share of the Portfolio's income, for purposes of determining
whether the Fund satisfies the requirements to qualify as a RIC, the Portfolio
intends to conduct its operations so that the Fund will be able to satisfy all
those requirements.
A 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 a 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. A
Portfolio may make certain tax elections for its "mixed straddles" which could
alter certain effects of these rules.
Foreign exchange gains and losses realized by a Portfolio and allocated to
a Fund in connection with the Portfolio's investments in foreign securities
and certain options, futures or forward contracts or foreign currency may be
treated as ordinary income and losses under special tax rules. Certain
options, futures or forward contracts of the Portfolio may be required to be
marked to market (i.e., treated as if closed out) on the last day of each
taxable year, and any gain or loss realized with respect to these contracts
may be required to be treated as 60% long-term and 40% short-term gain or
loss. Positions of the Portfolio in securities and offsetting options, futures
or forward contracts may be treated as "straddles" and be subject to other
special rules that may, upon allocation of the Portfolio's income, gain or
loss to the Fund, affect the amount, timing and character of the Fund's
distributions to shareholders. Certain uses of foreign currency and foreign
currency derivatives such as options, futures, forward contracts and swaps and
investment by the Portfolio in certain "passive foreign investment companies"
may be limited or a tax election may be made, if available, in order to
preserve the Fund's qualification as a RIC or avoid imposition of a tax on the
Fund.
Each Portfolio anticipates that it will be subject to foreign taxes on its
income (including, in some cases, capital gains) from foreign securities. Tax
conventions between certain countries and the U.S. may reduce or eliminate
such taxes. If more than 50% of a Fund's total assets, taking into account its
allocable share of a Portfolio's total assets, at the close of any taxable
year of the Fund consists of stock or securities of foreign corporations, the
Fund may file an election with the Internal Revenue Service pursuant to which
shareholders of the Fund will be required to (i) include in ordinary gross
income (in addition to taxable dividends actually received) their pro rata
shares of foreign income taxes paid by the Portfolio and allocated to the Fund
even though not actually received, and (ii) treat such respective pro rata
portions as foreign income taxes paid by them. Shareholders may then deduct
such pro rata portions of foreign income taxes in computing their taxable
incomes, or, alternatively, use them as foreign tax credits, subject to
applicable limitations, against their U.S. income taxes. Shareholders who do
not itemize deductions for federal income tax purposes will not, however, be
able to deduct their pro rata portion of foreign taxes deemed paid by the
Fund, although such shareholders will be required to include their shares of
such taxes in gross income. Shareholders who claim a foreign tax credit for
such foreign taxes may be required to treat a portion of dividends received
from the Fund as separate category income for purposes of computing the
limitations on the foreign tax credit. Tax-exempt shareholders will ordinarily
not benefit from this election. Each year that the Fund files the election
described above, its shareholders will be notified of the amount of (i) each
shareholder's pro rata share of foreign income taxes paid by the Portfolio and
allocated to the Fund and (ii) the portion of Fund dividends which represents
income from each foreign country. If the Fund does not make this election, it
may deduct its allocated share of such taxes in computing its investment
company taxable income.
A 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 corresponding 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.
Investment in gold, platinum and silver bullion and coins may cause an
investment company to fail certain income or asset tests that must be
satisfied to qualify as a regulated investment company under the Code.
Accordingly, BMR will endeavor to manage the Developing Resources Portfolio's
assets so that: (1) income and gains derived from investments in bullion and
coins (and any other "non-qualified" income) will not exceed 10% of the
Developing Resources Funds' gross annual income; and (2) less than 50% of the
value of the Fund's total assets as of the close of each quarter of its
taxable year will be invested in bullion and coins (and any other "non-
qualified assets"). If the Developing Resources Fund did not qualify for
taxation as a RIC, it would be required to pay federal income tax on its net
income, which would reduce the amount available for distribution to
shareholders.
The portion of distributions made by a 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.
Any loss realized upon the redemption or exchange of shares with a tax
holding period of 6 months or less will be treated as a long-term capital loss
to the extent of any distribution of net long-term capital gains with respect
to such shares. All or a portion of a loss realized upon a redemption or other
disposition of Fund shares may be disallowed under "wash sale" rules if other
Fund shares are purchased (whether through reinvestment of dividends or
otherwise) within the 30 days before or after such disposition. Any disallowed
loss will result in an adjustment to the shareholder's tax basis in some or
all of the other shares acquired.
Amounts paid by a Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
("TIN") 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 arising from the Fund's dividends and other
distributions as well as the proceeds of redemption transactions (including
repurchases and exchanges), at a rate of 31%. An individual's TIN 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 a 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 convention treaty.
Distributions from the excess of a 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 arise if: (i) the shareholder is engaged in a trade or business in the
United States; (ii) the shareholder is present in the United States for a
sufficient period of time during a taxable year to be treated as a U.S.
resident, (generally 180 days or more); or (iii) the shareholder fails to
provide any required certifications regarding its status as a non-resident
alien investor. Foreign shareholders should consult their tax advisers
regarding the U.S. and foreign tax consequences of an investment in the Fund.
The foregoing discussion does not 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 and, when
applicable, foreign tax consequences of investing in a Fund.
PRINCIPAL UNDERWRITER
CLASS A SHARES. Class A shares of a Fund may be continuously purchased at
the public offering price through Authorized Firms which have agreements with
the Principal Underwriter. The Trust reserves the right to suspend or limit
the offering of its shares to the public at any time. The public offering
price is the net asset value next computed after receipt of the order, plus,
where applicable, a variable percentage (sales charge) depending upon the
amount of purchase as indicated by the sales charge table set forth in the
Prospectus (see "How to Buy Shares"). Such table is applicable to purchases of
a Fund alone or in combination with purchases of certain other funds offered
by the Principal Underwriter, made at a single time by (i) an individual, or
an individual, his 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 Class A shares,
alone or in combination with purchases of any of the other funds offered by
the Principal Underwriter, through one dealer aggregating $50,000 or more made
by any of the persons enumerated above within a thirteen-month period starting
with the first purchase pursuant to a written Statement of Intention, in the
form provided by the Principal Underwriter, which includes provisions for a
price adjustment depending upon the amount actually purchased within such
period (a purchase not made pursuant to such Statement may be included
thereunder if the Statement is filed within 90 days of such purchase); or (2)
purchases of Class A shares 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 Trust may issue
Class A 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 Class. Normally no
sales charges will be paid in connection with an exchange of Class A shares
for the assets of such investment company. Class A shares may be sold at net
asset value to any officer, director, trustee, general partner or employee of
the Trust, a 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. Class A shares may also be sold at net
asset value to registered representatives and employees of Authorized Firms
and to the spouses and children under the age of 21 and beneficial accounts of
such persons.
The Principal Underwriter acts as principal in selling Class A shares
under a Distribution Agreement with the Trust. 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 a Fund and its Class A shares
under federal and state securities laws are borne by the Class. The
Distribution Agreement is renewable annually by the Board of Trustees of the
Trust (including a majority of the noninterested Trustees), may be terminated
on six months' notice by either party and is automatically terminated upon
assignment. The Principal Underwriter distributes Class A shares on a "best
efforts" basis under which it is required to take and pay for only such shares
as may be sold. The Principal Underwriter allows Authorized Firms discounts
from the applicable public offering price which are alike for all Authorized
Firms. The Principal Underwriter may allow, upon notice to all Authorized
Firms with whom it has agreements, discounts up to the full sales charge
during the periods specified in the notice. During periods when the discount
includes the full sales charge, such Authorized Firms may be deemed to be
underwriters as that term is defined in the Securities Act of 1933.
CLASS B AND CLASS C SHARES. Under a Distribution Agreement, the Principal
Underwriter acts as principal in selling Class B and Class C shares. 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 a Fund and its Class B and
Class C shares under federal and state securities laws are borne by the Class.
In addition, each Class B and Class C makes payments to the Principal
Underwriter pursuant to a Distribution Plan as described in the 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 the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the 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 Class B and Class C shares or on six months' notice by the
Principal Underwriter and is automatically terminated upon assignment. The
Principal Underwriter distributes Class B shares on a "best efforts" basis
under which it is required to take and pay for only such shares as may be
sold. The Trust 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 Trust will
exceed the amounts paid therefor. For the amount paid by the Trust to the
Principal Underwriter for acting as repurchase agent, see Appendix A and
Appendix B.
SERVICE PLAN -- CLASS A SHARES
The Trust on behalf of its Developing Resources Fund Class A shares has
adopted a Service Plan (the "Plan") designed to meet the service fee
requirements of the sales charge rule of the National Association of
Securities Dealers, Inc. (the "NASD"). (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 Prospectus.
The Plan remains in effect from year to year for so long as such
continuance is approved by a vote of both a majority of (i) the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Plan or any agreements related to it (the "Plan 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 Plan Trustees or by a vote of a majority of the outstanding Class
A shares of Developing Resources Fund. The Plan has been approved by the Board
of Trustees of the Trust, including the Plan Trustees.
The Plan requires quarterly Trustee review of 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 Class A shares, and
all material amendments of the Plan must also be approved by the Trustees of
the Trust in the manner described above. So long as the Plan is in effect, the
selection and nomination of the noninterested Trustees shall be committed to
the discretion of such Trustees. The Trustees have determined that in their
judgment there is a reasonable likelihood that the Plan will benefit the
Developing Resources Fund and its Class A shareholders.
DISTRIBUTION PLAN -- CLASS A SHARES
As described in the Prospectus, in addition to the fees and expenses
described herein, the Trust on behalf of the Information Age and Health
Sciences Funds Class A shares finances distribution activities and bears
expenses associated with the distribution of shares and the provision of
certain personal and account maintenance services to shareholders pursuant to
a distribution plan (the "Plans") designed to meet the requirements of Rule
12b-1 under the 1940 Act.
The Plans remain in effect from year to year provided such continuance is
approved at least annually by a vote of both a majority of (i) the
noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plans or any agreements related to the Plans
(the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in office. The
Plans 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 Class A shares of a Fund.
Each Plan requires quarterly Trustee review of a written report of the amount
expended under the Plan and the purposes for which such expenditures were
made. The Plans may not be amended to increase materially the payments
described therein without approval of the affected shareholders of Class A
shares and the Trustees. So long as the Plans are in effect, the selection and
nomination of the noninterested Trustees shall be committed to the discretion
of such Trustees. The Trustees have determined that in their judgment there is
a reasonable likelihood that the Plans will benefit the Funds and their
shareholders.
Each Plan is intended to compensate the Principal Underwriter for its
distribution services to a Fund by paying the Principal Underwriter monthly
distribution fees in connection with the sale of Class A shares. The quarterly
service fee paid by the Class A shares of the Information Age Fund under its
Plan is intended to compensate the Principal Underwriter for its personal and
account maintenance services and for the payment by the Principal Underwriter
of service fees to Authorized Firms.
DISTRIBUTION PLANS -- CLASS B AND CLASS C SHARES
The Trust has adopted Distribution Plans (the "Plans") on behalf of its
Class B and Class C shares designed to meet the requirements of Rule 12b-1
under the 1940 Act and the sales charge rule of the NASD. The purpose of each
Plan, is to compensate the Principal Underwriter for its distribution services
and facilities provided with respect to Class B and Class C shares.
The Plans provide that the Fund will pay sales commissions and
distribution fees to the Principal Underwriter only after and as a result of
the sale of Class B or Class C 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 Class B
sales and 6.25% of Class C sales 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 amount payable to the Principal Underwriter pursuant to the Plans as
sales commissions and distribution fees with respect to each day will be
accrued on such day as a liability of the Funds respective Class and will
accordingly reduce the Class' 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 a Class's net assets on such day. The level of
a Class' net assets changes each day and depends upon the amount of sales and
redemptions of shares, the changes in the value of the investments held by the
Portfolio, the expenses of the Class, Fund and the Portfolio accrued and
allocated to the Fund and Class 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 Trust does not accrue
possible future payments as a liability of a Class or reduce a Class' current
net assets in respect of unknown amounts which may become payable under the
Plans in the future because the standards for accrual of such a liability
under accounting principles have not been satisfied.
The Plans provide that the Class 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 Trust to the Principal
Underwriter whenever there exist uncovered distribution charges.
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 Plans since their inception. Payments theretofore paid or
payable under the Plans by the Trust 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 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 shares upon
which a CDSC will be imposed, the level and timing of redemptions of shares
upon which no CDSC will be imposed (including redemptions of 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 Class,
and changes in the interest rate used in the calculation of the distribution
fee under the Plans. Periods with a high level of sales of Class shares
accompanied by a low level of early redemptions of Class 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.
Currently, payments of sales commissions and distribution fees and of
service fees may equal, 1% of a Class's average daily net assets per annum.
For actual payments made and the outstanding uncovered distribution charges of
the Principal Underwriter, see Appendix B. The Trust 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 and service fees
for Class C sales and sales commissions for Class B sales at the time of sale,
it is anticipated that the Eaton Vance organization will profit by reason of
the operation of the Plans 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 Plans. The Eaton Vance organization may be
considered to have realized a profit under the Plans if at any point in time
the aggregate amounts theretofore received by the Principal Underwriter
pursuant to the Plans and from CDSCs have exceeded the total expenses
theretofore incurred by such organization in distributing Class B and Class C
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 Trust.
The Plans continue in effect from year to year for so long as such
continuance is approved at least annually by the vote of both a majority of
(i) the noninterested Trustees of the Trust 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 Plans
and Distribution Agreements 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 applicable Class. The Plans require
quarterly Trustee review of a written report of the amount expended under the
Plans and the purposes for which such expenditures were made. The Plans may
not be amended to increase materially the payments described therein without
approval of the shareholders of the affected Class and the Trustees. So long
as the Plans are in effect, the selection and nomination of the noninterested
Trustees shall be committed to the discretion of such Trustees.
The Trustees of the Trust believe that the Plans 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 Class B and Class C shareholders.
Payments for sales commissions and distribution fees made to the Principal
Underwriter under the Plans will compensate the Principal Underwriter for its
services and expenses in distributing Class B and Class C shares of the Fund.
Service fee payments made to the Principal Underwriter and Authorized Firms
under the Plans 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 Plans are
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 Class B and
Class C shareholders.
PORTFOLIO SECURITY TRANSACTIONS
Decisions concerning the execution of portfolio security transactions of
the Portfolios, including the selection of the market and the broker-dealer
firm, are made by an Adviser.
An Adviser places the portfolio security transactions of a Portfolio and
of all other accounts managed by it for execution with many broker-dealer
firms. An Adviser uses its best efforts to obtain execution of portfolio
transactions at prices which are advantageous to the relevant Portfolio and
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In seeking such execution, an Adviser will use its best
judgment in evaluating the terms of a transaction, and will give consideration
to various relevant factors, including without limitation the size and type of
the transaction, the general execution and operational capabilities of the
broker-dealer, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition
of the broker-dealer, the value and quality of the services rendered by the
broker-dealer in other transactions, and the reasonableness of the commission
or spread, if any. Transactions on stock exchanges and other agency
transactions involve the payment by a 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 a Portfolio usually includes an undisclosed
dealer markup or markdown. In an underwritten offering, the price paid by a
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 an Adviser, be reasonable in relation to
the value of the services provided, commissions exceeding those which another
firm might charge may be paid to broker-dealers who were selected to execute
transactions on behalf of the Portfolios and an Adviser's other clients for
providing brokerage and research services to an Adviser.
As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio transaction on behalf of a Portfolio
may receive a commission which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
an Adviser determines in good faith that such 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 an Adviser and its
affiliates have for accounts over which they exercise investment discretion.
In making any such determination, an Adviser will not attempt to place a
specific dollar value on the brokerage and research services provided or to
determine what portion of the commission should be related to such services.
Brokerage and research services may include advice as to the value of
securities, the advisability of investing in, purchasing, or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts; 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, an Adviser receives Research Services from many
broker-dealer firms with which an Adviser places the portfolio transactions of
a 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 an Adviser in connection with client accounts
other than those accounts which pay commissions to such broker-dealer. Any
such Research Service may be broadly useful and of value to an Adviser in
rendering investment advisory services to all or a significant portion of its
clients, or may be relevant and useful for the management of only one client's
account or of a few clients' accounts, or may be useful for the management of
merely a segment of certain clients' accounts, regardless of whether any such
account or accounts paid commissions to the broker-dealer through which such
Research Service was obtained. The advisory fee paid by each Portfolio is not
reduced because an Adviser receives such Research Services. An Adviser
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which the
Adviser believes are useful or of value to it in rendering investment advisory
services to its clients.
Subject to the requirement that an Adviser shall use its best efforts to
seek to execute portfolio security transactions at advantageous prices and at
reasonably competitive commission rates or spreads, an Adviser is authorized
to consider as a factor in the selection of any broker-dealer firm with whom
Portfolio orders may be placed the fact that such firm has sold or is selling
shares of the Funds or of other investment companies sponsored by 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 Portfolios may also be
appropriate for other investment accounts managed by an Adviser or its
affiliates. Whenever decisions are made to buy or sell securities by a
Portfolio and one or more of such other accounts simultaneously, an Adviser
will allocate the security transactions (including "hot" issues) in a manner
which it believes to be equitable under the circumstances. As a result of such
allocations, there may be instances where a Portfolio will not participate in
a transaction that is allocated among other accounts. If an aggregated order
cannot be filled completely, allocations will generally be made on a pro rata
basis. An order may not be allocated on a pro rata basis where, for example:
(i) consideration is given to portfolio managers who have been instrumental in
developing or negotiating a particular investment; (ii) consideration is given
to an account with specialized investment policies that coincide with the
particulars of a specific investment; (iii) pro rata allocation would result
in odd-lot or de minimis amounts being allocated to a portfolio or other
client; or (iv) where the Adviser reasonably determines that departure from a
pro rata allocation is advisable. While these aggregation and allocation
policies 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 Trust and the Portfolios that the benefits from an
Adviser's organization outweigh any disadvantage that may arise from exposure
to simultaneous transactions.
For the period from the Information Age Portfolio's start of business,
September 18, 1995, to August 31, 1996, the Portfolio paid brokerage
commission of $241,041 with respect to portfolio transactions. Of this amount,
approximately $211,697 was paid in respect of portfolio security transactions
aggregating approximately $64,655,820 to firms which provided some Research
Services to the Adviser's organization (although many such firms may have been
selected in any particular transaction primarily because of their execution
capabilities).
OTHER INFORMATION
The Trust is a Massachusetts business trust established in 1989 as the
successor to Eaton Vance Growth Fund, Inc., a Massachusetts corporation. On
August 18, 1992, the Trust changed its name from Eaton Vance Growth Fund to
Eaton Vance Growth Trust. The Funds were reorganized as Class A shares
(formerly EV Traditional Information Age Fund, EV Traditional Worldwide
Developing Resources Fund and EV Traditional Worldwide Health Sciences Fund,
Inc.), Class B shares (formerly EV Marathon Information Age Fund, EV Marathon
Worldwide Developing Resources Fund and EV Marathon Worldwide Health Sciences
Fund) and Class C shares (formerly EV Classic Information Age Fund) of Eaton
Vance Growth Trust on September 1, 1997, so information herein prior to such
date is for the Funds when they were separate series of the Trust (or a
separate corporation) and before they became multiple-class funds. Class C
shares of Health Sciences Fund were established January 1, 1998. 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 Trust's Declaration of Trust may be amended by the Trustees when
authorized by vote of a majority of the outstanding voting securities of the
Trust, the financial interests of which are 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 (such as reclassifying series or classes of shares or
restructuring the Trust) 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. (The Declaration also contains provisions limiting the
liability of a series or class to that series or class.) 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 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 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 Developing Resources Fund and
Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts are
the independent accountants of the Information Age 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 Developing Resources Portfolio and Coopers & Lybrand
Chartered Accountants, Toronto, Canada, are the independent accountants for
the Information Age Portfolio.
For the fiscal year ended August 31, 1996 and the audit of the Health
Sciences Fund for such year, Tait, Weller & Baker, Two Penn Center Plaza,
Suite 700, Philadelphia, Pennsylvania, had served as the Health Sciences
Fund's independent accountants. For future periods, Coopers & Lybrand L.L.P.
will be the independent accountants of the Health Sciences Fund. Coopers &
Lybrand Chartered Accountants are the independent accountants of the Health
Sciences Portfolio.
FINANCIAL STATEMENTS
The audited financial statements of and the auditors' reports for the
Funds and the Portfolios appear in each Fund's most recent annual report to
shareholders, which are incorporated by reference into this SAI. A copy of the
Funds' most recent annual report accompanies this SAI.
<PAGE>
APPENDIX A
CLASS A SHARES
FEES AND EXPENSES -- HEALTH SCIENCES FUND
Through August 31, 1996, the Health Sciences Fund invested directly in
securities rather than investing in the Health Sciences Portfolio. In addition,
some current service providers and some fee rates differ from the providers and
rates in effect prior to August 31, 1996.
ADVISER
Prior to the Health Sciences Portfolio's start of business on September 1,
1996, the Health Sciences Fund paid advisory fees directly to M&I. During the
fiscal years ended August 31, 1996 and 1995, the Health Sciences Fund paid M&I
$350,234 and $138,826, respectively, in advisory fees. M&I received advisory
fees of $121,553 during the fiscal year ended August 31, 1994 and pursuant to
the expense limitation previously in effect, M&I reimbursed $16,868 during such
period.
MANAGER AND ADMINISTRATOR
The prior administrator (manager) of the Fund was paid $114,411 and $58,707,
respectively, for its services during the fiscal years ended August 31, 1996 and
1995.
DISTRIBUTION PLAN
Pursuant to the Distribution Plan in effect during the fiscal year ended
August 31, 1996, the Fund paid $90,449 in 12b-1 fees to the prior distributor.
The Distribution Plan relates to Class A shares only.
PRINCIPAL UNDERWRITER No fees have been paid to date.
BROKERAGE
During the fiscal years ended August 31, 1996, 1995, and 1994, the Fund paid
$184,676, $29,541 and $40,651, respectively, in brokerage commissions.
PERFORMANCE INFORMATION -- ALL FUNDS
The tables below indicate the cumulative and average total return on a
hypothetical investment of $1,000 in a predecessor fund reorganized September 1,
1997 into Class A shares for the periods shown in each table. For the Developing
Resources Fund, the total for part of the period reflects the Developing
Resources Portfolio's total return (or that of its predecessor) adjusted to
reflect any applicable Fund sales charge. Total return for this time period has
not been adjusted to reflect the Developing Resources Fund's distribution fees
and/or service fees and certain other expenses. The Value of Initial Investment
reflects the deduction of the maximum sales charge of 5.75%. 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. Information presented with two asterisks (**) includes the effect of
subsidizing expenses. Returns would have been lower without subsidies.
VALUE OF A $1,000 INVESTMENT -- DEVELOPING RESOURCES FUND
<TABLE>
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ----------------------------
PERIOD DATE INVESTMENT ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------------------- ------------- -------------- ------------- ------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 10/21/87 $943.15 $3,067.87 225.28% 13.43% 206.79% 12.72%
5 Years Ended
2/28/97** 2/28/92 $942.95 $2,078.95 120.48% 17.13% 107.90% 15.76%
1 Year Ended
2/28/97 2/28/96 $942.42 $1,257.64 33.45% 33.45% 25.76% 25.76%
</TABLE>
VALUE OF A $1,000 INVESTMENT -- HEALTH SCIENCES FUND
<TABLE>
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ----------------------------
PERIOD** DATE INVESTMENT ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------------------- ------------- -------------- ------------- ------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended
2/28/97 2/28/87 $942.69 $3,961.28 320.21% 15.44% 296.13% 14.76%
5 Years Ended
2/28/97 2/29/92 $942.27 $2,275.86 141.53% 19.29% 127.59% 17.88%
1 Year Ended
2/28/97 2/28/96 $942.63 $1,130.23 19.90% 19.90% 13.02% 13.02%
</TABLE>
VALUE OF A $1,000 INVESTMENT -- INFORMATION AGE FUND
<TABLE>
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
SALES CHARGE SALES CHARGE
VALUE OF VALUE OF
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ----------------------------
PERIOD DATE INVESTMENT ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------------------- ------------- -------------- ------------- ------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund 9/18/95 $942.51 $1,141.51 21.11% 14.12% 14.15% 9.56%
1 Year Ended
2/28/97 2/28/96 $942.83 $1,065.21 12.98% 12.98% 6.52% 6.52%
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at July 31, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of Health Sciences
Class A and of Health Sciences Fund. As of July 31, 1997, Merrill Lynch, Pierce,
Fenner & Smith, Inc., Jacksonville, FL and Charles Schwab & Co. Inc., San
Francisco, CA were the record owners of 6.3% and 5.2%, respectively, of the
Class A shares, which are held on behalf of their customers who are the
beneficial owners of such shares, and as to which they 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 Health Sciences Fund's outstanding
Class A shares as of such date.
<PAGE>
APPENDIX B
CLASS B SHARES
FEES AND EXPENSES -- DEVELOPING RESOURCES AND INFORMATION AGE FUND
ADVISER
Prior to the Developing Resources Portfolio's start of business on April 1,
1997, the Developing Resources Fund paid advisory fees directly to Eaton Vance.
As at August 31, 1996, the Developing Resources Fund had net assets of
$20,128,782. For the fiscal years ended August 31, 1996, 1995 and September 30,
1994, the Fund paid Eaton Vance advisory fees of $114,803, $92,809 and $70,439,
respectively (equivalent to 0.75% (annualized) of the Fund's average daily net
assets for each such period).
MANAGER
As of August 31, 1996, the Information Age Fund had net assets of
$21,800,478. For the period from the start of business, September 18, 1995, to
August 31, 1996, Eaton Vance earned management fees of $34,782 (equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period).
DISTRIBUTION PLANS
Each Distribution Plan and Distribution Agreement remains in effect until
April 28, 1998 and may be continued as described under "Distribution Plan".
Pursuant to Rule 12b-1, the Plan has been approved by the relevant Fund's
shareholders and by the Board of Trustees of the Trust, as required by Rule
12b-1.
The following table shows, for the fiscal year ended August 31, 1996, (1)
sales commissions paid by the Principal Underwriter to Authorized Firms on sales
of Class B shares, (2) Fund (Class B) distribution payments to the Principal
Underwriter under the Plan, (3) CDSC payments to the Principal Underwriter, (4)
service fees on Class B shares paid or accrued under the Plan, and (5) amount of
service fees on Class B shares paid to Authorized Firms (the balance of which
being retained by the Principal Underwriter).
<TABLE>
<CAPTION>
DISTRIBUTION CDSC SERVICE
PAYMENTS TO PAYMENTS TO FEES TO
SALES THE PRINCIPAL THE PRINCIPAL SERVICE AUTHORIZED
CLASS B COMMISSIONS UNDERWRITER UNDERWRITER FEES FIRMS
<S> <C> <C> <C> <C> <C>
Developing Resources ............ $148,206 $114,803 $109,300 $25,896 $25,392
Information Age ................. 742,461 104,346 41,000 0 0
</TABLE>
PRINCIPAL UNDERWRITER
For the fiscal year ended August 31, 1996, each Fund paid the Principal
Underwriter for repurchase transactions handled by it $2.50 for each such
transaction which aggregated as follows: Developing Resources Fund and --
$587.50 and Information Age Fund -- $287.
PERFORMANCE INFORMATION -- ALL FUNDS
The tables below indicate the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class B shares for the periods shown in
each table. For the Health Sciences Fund, the total for part of the period
reflects the Health Sciences Portfolio's total return (or that of its
predecessor) adjusted to reflect any applicable Fund sales charge. Total return
for this time period has not been adjusted to reflect the Health Sciences Fund's
distribution fees and/or service fees and certain other expenses. 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. Information presented with two asterisks (**) includes the
effect of subsidizing expenses. Return would have been lower without subsidies.
VALUE OF A $1,000 INVESTMENT -- DEVELOPING RESOURCES FUND
<TABLE>
<CAPTION>
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD DATE INVESTMENT CDSC ON 2/28/97 CDSC ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund** 10/21/87 $1,000 $3,252.76 $3,252.76 225.28% 13.43% 225.28% 13.43%
5 Years
Ended
2/28/97** 2/28/92 $1,000 $2,204.75 $2,184.75 120.48% 17.13% 118.48% 16.92%
1 Year
Ended
2/28/97 2/28/96 $1,000 $1,334.48 $1,284.48 33.45% 33.45% 28.45% 28.45%
</TABLE>
- ------------
* Investment operations began on October 21, 1987.
VALUE OF A $1,000 INVESTMENT -- HEALTH SCIENCES FUND
<TABLE>
<CAPTION>
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD DATE INVESTMENT CDSC ON 2/28/97 CDSC ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
2/28/97 2/28/87 $1,000 $4,206.23 $4,206.23 320.62% 15.45% 320.62% 15.45%
5 Years
Ended
2/28/97 2/28/92 $1,000 $2,417.66 $2,397.66 141.77% 19.31% 139.77% 19.11%
1 Year
Ended
2/28/97 2/28/96 $1,000 $1,200.22 $1,150.22 20.02% 20.02% 15.02% 15.02%
</TABLE>
VALUE OF A $1,000 INVESTMENT -- INFORMATION AGE FUND
<TABLE>
<CAPTION>
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD DATE INVESTMENT CDSC ON 2/28/97 CDSC ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund 9/18/95 $1,000 $1,209.24 $1,159.24 20.92% 14.00% 15.92% 10.73%
1 Year
Ended
2/28/97 2/28/96 $1,000 $1,129.08 $1,079.08 12.91% 12.91% 7.91% 7.91%
</TABLE>
- ------------
* Investment operations began on September 18, 1995.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at July 31, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of Developing
Resources and Information Age Class B and of Developing Resources and
Information Age Funds. As of July 31, 1997, Merrill Lynch, Pierce, Fenner &
Smith, Inc., Jacksonville, FL was the record owner of the following amounts of
the Class B shares, which are 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: Developing Resources Fund -- 17.7% and
Information Age Fund -- 26.6%. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of any Fund's outstanding Class B
shares as of such date.
<PAGE>
APPENDIX C
CLASS C SHARES
PERFORMANCE INFORMATION
The tables below indicate the cumulative and average annual total return on
a hypothetical investment of $1,000 in a predecessor fund reorganized September
1, 1997 into Class C shares for the periods shown in the table. The total return
for periods prior to the commencement of operations reflects the total return of
predecessors adjusted to reflect any applicable sales charge. Predecessor total
return has not been adjusted to reflect certain other expenses (such as
distribution fees and service fees). 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. Information
presented with two asterisks (**) includes the effect of subsidizing expenses.
Return would have been lower without subsidies.
VALUE OF A $1,000 INVESTMENT -- INFORMATION AGE FUND
<TABLE>
<CAPTION>
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD DATE INVESTMENT CDSC ON 2/28/97 CDSC ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund** 11/22/95 $1,000 $1,206.41 $1,206.41 20.64% 13.82% 20.64% 13.82%
1 Year
Ended
2/28/97 2/28/96 $1,000 $1,134.95 $1,124.95 13.50% 13.50% 12.50% 12.50%
</TABLE>
- ------------
* Investment operations began on November 22, 1995.
<TABLE>
<CAPTION>
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD DATE INVESTMENT CDSC ON 2/28/97 CDSC ON 2/28/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
8/31/97 8/31/87 $1,000 $4,234.73 $4,234.73 323.47% 15.53% 323.47% 15.53%
5 Years
Ended
8/31/97 8/31/92 $1,000 $2,654.51 $2,654.51 165.45% 21.56% 165.45% 21.56%
1 Year
Ended
8/31/97 8/31/96 $1,000 $1,176.74 $1,166.74 17.67% 17.67% 16.67% 16.67%
</TABLE>
<PAGE>
[LOGO]
EATON VANCE
- -------------------
Mutual Funds
EATON VANCE WORLDWIDE
DEVELOPIONG RESOURCES FUND
EATON VANCE WORLDWIDE
HEALTH SCIENCES FUND
EATON VANCE INFORMATION AGE FUND
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1, 1998
- --------------------------------------------------------------------------------
PORTFOLIO INVESTMENT ADVISERS
Boston Management and Research, 24 Federal Street, Boston, MA 02110
Lloyd George Investment Management (Bermuda) Limited, 3808 One Exchange Square,
Central Hong Kong
Mehta and Isaly Asset Management, Inc., 41 Madison Avenue,
New York, NY 10010-2202
FUND SPONSOR AND MANAGER OR ADMINISTRATOR
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, 200 Clarendon Street, Boston, MA 02116
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
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
9/1 COMBSAI
<PAGE>
PART C
OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
INCLUDED IN PART A FOR THE FUNDS LISTED BELOW ARE "FINANCIAL
HIGHLIGHTS" FROM THE DATE INDICATED TO THE FISCAL YEAR ENDED
AUGUST 31, 1996:
Eaton Vance Information Age Fund (start of business September 18,
1995)
Eaton Vance Worldwide Developing Resources Fund (start of business
October 21, 1987)
Eaton Vance Worldwide Health Sciences Fund (period commencing
September 1, 1986)
(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 to the Declaration of Trust dated June 23, 1997
filed as Exhibit 1(c) to Post-Effective Amendment No. 68 and
incorporated herein by reference.
(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) Management Contract between the Trust (on behalf of Eaton
Vance Information Age Fund, Eaton Vance Greater China Growth
Fund and Eaton Vance Worldwide Health Sciences Fund) and
Eaton Vance Management dated June 23, 1997 filed as Exhibit
No. (5)(a) to Post- Effective Amendment No. 68 and
incorporated herein by reference.
(6)(a)(1) Distribution Agreement between the Trust and Eaton Vance
Distributors, Inc. dated June 23, 1997 with attached
Schedule A dated June 23, 1997 filed as Exhibit No.
(6)(a)(1) to Post-Effective Amendment No. 68 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 No. (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 No.
(6)(a)(3) to Post- Effective Amendment No. 65 and
incorporated herein by reference.
(a)(3)(a) Amended Schedule A effective April 1, 1997 to the
Distribution Agreement (on behalf of its Traditional Series)
filed as Exhibit No. (6)(a)(3)(a) to Post-Effective
Amendment No. 67 and incorporated herein by reference.
(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.
(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)(1) Administrative Services Agreement with Eaton Vance
Management for Eaton Vance Growth Fund and Eaton Vance
Worldwide Developing Resources Fund filed as Exhibit (9)(a)
to Post-Effective Amendment No. 59 and incorporated herein
by reference.
(a)(2) Amendment dated June 23, 1997 to Schedule A to
Administrative Services Agreement filed as Exhibit No.
(9)(a)(2) to Post-Effective Amendment No. 68 and
incorporated herein by reference.
(b) Transfer Agency Agreement dated June 7, 1989 filed as
Exhibit (9)(d) to Post-Effective Amendment No. 55 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.
55 and incorporated herein by reference.
(10) Not applicable.
(11) To be filed by amendment.
(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) Eaton Vance Growth Trust Class A Service Plan adopted June
23, 1997 with attached Schedule A dated June 23, 1997 filed
as Exhibit No. 15(a) to Post-Effective Amendment No. 68 and
incorporated herein by reference.
(b) Eaton Vance Growth Trust Class A Distribution Plan adopted
June 23, 1997 with attached Schedule A dated June 23, 1997
filed as Exhibit No. (15)(b) to Post-Effective Amendment No.
68 and incorporated herein by reference.
(c) Eaton Vance Growth Trust Class B Distribution Plan adopted
June 23, 1997 with attached Schedule A dated June 23, 1997
filed as Exhibit No. (15)(c) to Post-Effective Amendment No.
68 and incorporated herein by reference.
(d) Eaton Vance Growth Trust Class C Distribution Plan adopted
June 23, 1997 with attached Schedule A dated June 23, 1997
filed as Exhibit No. (15)(d) to Post-Effective Amendment No.
68 and incorporated herein by reference.
(e) 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 No. (15)(n) to Post-
Effective Amendment No. 65 and incorporated herein by
reference.
(f) 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 No. (15)(o) 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 April 22, 1997 for Eaton Vance
Growth Trust filed as Exhibit No. (17)(a) to Post-Effective
Amendment No. 68 and incorporated herein by reference.
(b) Power of Attorney dated April 22, 1997 for Growth Portfolio
filed as Exhibit No. (17)(b) to Post-Effective Amendment No.
68 and incorporated herein by reference.
(c) Power of Attorney for Information Age Portfolio filed as
Exhibit No. (17)(c) to Post- Effective Amendment No. 68 and
incorporated herein by reference.
(d) Power of Attorney dated February 14, 1997 for Asian Small
Companies Portfolio filed as Exhibit (17)(d) to
Post-Effective Amendment No. 67 and incorporated herein by
reference.
(e) Power of Attorney dated February 14, 1997 for Greater China
Growth Portfolio filed as Exhibit (17)(e) to Post-Effective
Amendment No. 67 and incorporated herein by reference.
(f) Power of Attorney for Worldwide Health Sciences Portfolio
filed as Exhibit No. (17)(f) to Post-Effective Amendment No.
68 and incorporated herein by reference.
(g) Power of Attorney for Worldwide Developing Resources
Portfolio filed as Exhibit No. (17)(g) to Post-Effective
Amendment No. 68 and incorporated herein by reference.
(18)(a) Multiple Class Plan for Eaton Vance Funds dated June 23,
1997 filed as Exhibit No. (18)(a) to Post-Effective
Amendment No. 68 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 SEPTEMBER 30, 1997
-------------- ------------------
Shares of beneficial interest without par value
EV Marathon Asian Small Companies Fund 1
EV Traditional Asian Small Companies Fund 1
Eaton Vance Greater China Growth Fund -- Class A 13,836
Eaton Vance Greater China Growth Fund -- Class B 20,629
Eaton Vance Greater China Growth Fund -- Class C 1,116
Eaton Vance Growth Fund -- Class A 9,801
Eaton Vance Growth Fund -- Class B 694
Eaton Vance Growth Fund -- Class C 130
Eaton Vance Information Age Fund -- Class A 1,149
Eaton Vance Information Age Fund -- Class B 2,156
Eaton Vance Information Age Fund -- Class C 159
Eaton Vance Worldwide Developing Resources Fund -- Class A 100
Eaton Vance Worldwide Developing Resources Fund -- Class B 1,972
Eaton Vance Worldwide Health Sciences Fund -- Class A 10,580
Eaton Vance Worldwide Health Sciences Fund -- Class B 5,441
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" or "Management of the Fund
and the Portfolio" in the Statement of Additional Information, which information
is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITER
(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
Eaton Vance Growth Trust Eaton Vance Municipal Bond Fund L.P.
Eaton Vance Income Fund of Boston Eaton Vance Mutual Funds Trust
Eaton Vance Investment Trust Eaton Vance Prime Rate Reserves
Eaton Vance Municipals Trust Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust II EV Classic Senior Floating-Rate Fund
(b)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS* WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
----------------- -------------------------- ---------------
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
Daniel C. Cataldo Vice President None
Raymond Cox Vice President None
Mark P. Doman Vice President None
Alan R. Dynner Vice President Secretary
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior 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 None
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
Stephen M. Rudman Vice President None
John P. Rynne Vice President None
Kevin Schrader Vice President None
George V.F. Schwab, Jr. Vice President None
Cornelius J. Sullivan Senior Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Chris Volf Vice President None
Sue Wilder Vice President None
- ----------
*Address is 24 Federal Street, Boston, MA 02110
(c) Not applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Mail Code ADM27, Boston, MA 02116, 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 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
(or the commencement of their operations).
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 22nd day of October, 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 October 22, 1997
- --------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer October 22, 1997
- --------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee October 22, 1997
- --------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee October 22, 1997
- --------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee October 22, 1997
- --------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee October 22, 1997
- --------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee October 22, 1997
- --------------------------
JACK L. TREYNOR
*By: /s/ ALAN R. DYNNER
---------------------
ALAN R. DYNNER
As Attorney-in-fact
<PAGE>
SIGNATURES
Information Age Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Growth Trust (File No. 2-22019) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hamilton, Bermuda on the 17th day of October, 1997.
INFORMATION AGE PORTFOLIO
By /s/ JAMES B. HAWKES
-----------------------------
JAMES B. HAWKES, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal Executive
/s/ JAMES B. HAWKES Officer and Trustee October 17, 1997
- ----------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
JAMES L. O'CONNOR* Officer and Trustee October 17, 1997
- ----------------------------
JAMES L. O'CONNOR
HON. EDWARD K.Y. CHEN* Trustee October 17, 1997
- ----------------------------
HON. EDWARD K.Y. CHEN
DONALD R. DWIGHT Trustee October 17, 1997
- ----------------------------
DONALD R. DWIGHT
HON. ROBERT LLOYD GEORGE* Trustee October 17, 1997
- ----------------------------
HON. ROBERT LLOYD GEORGE
SAMUEL L. HAYES, III Trustee October 17, 1997
- ----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER Trustee October 17, 1997
- ----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE** Trustee October 17, 1997
- ----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR Trustee October 17, 1997
- ----------------------------
JACK L. TREYNOR
*By: /s/ JAMES B. HAWKES
- ----------------------------
JAMES B. HAWKES
As Attorney-in-fact
**Executed in Geneva, Switzerland
<PAGE>
SIGNATURES
Worldwide Developing Resources Portfolio has duly caused this Amendment to
the Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No.
2-22019) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, Bermuda on the 17th day of October, 1997.
WORLDWIDE DEVELOPING RESOURCES
PORTFOLIO
By /s/ JAMES B. HAWKES
-----------------------------
JAMES B. HAWKES, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal Executive
/s/ JAMES B. HAWKES Officer and Trustee October 17, 1997
- --------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
JAMES L. O'CONNOR* Officer and Trustee October 17, 1997
- --------------------------
JAMES L. O'CONNOR
/s/ DONALD R. DWIGHT Trustee October 17, 1997
- --------------------------
DONALD R. DWIGHT
/s/ SAMUEL L. HAYES, III Trustee October 17, 1997
- --------------------------
SAMUEL L. HAYES, III
/s/ NORTON H. REAMER Trustee October 17, 1997
- --------------------------
NORTON H. REAMER
/s/ JOHN L. THORNDIKE** Trustee October 17, 1997
- --------------------------
JOHN L. THORNDIKE
/s/ JACK L. TREYNOR Trustee October 17, 1997
- --------------------------
JACK L. TREYNOR
*By: /s/ JAMES B. HAWKES
- --------------------------
JAMES B. HAWKES
As Attorney-in-fact
**Executed in Geneva, Switzerland
<PAGE>
SIGNATURES
Worldwide Health Sciences Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No.
2-22019) to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda on the 17th day of October, 1997.
WORLDWIDE HEALTH SCIENCES PORTFOLIO
By /s/ JAMES B. HAWKES
-----------------------------
JAMES B. HAWKES, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal Executive
/s/ JAMES B. HAWKES Officer and Trustee October 17, 1997
- --------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
JAMES L. O'CONNOR* Officer and Trustee October 17, 1997
- --------------------------
JAMES L. O'CONNOR
/s/ DONALD R. DWIGHT Trustee October 17, 1997
- --------------------------
DONALD R. DWIGHT
/s/ SAMUEL L. HAYES, III Trustee October 17, 1997
- --------------------------
SAMUEL L. HAYES, III
/s/ NORTON H. REAMER Trustee October 17, 1997
- --------------------------
NORTON H. REAMER
/s/ JOHN L. THORNDIKE** Trustee October 17, 1997
- --------------------------
JOHN L. THORNDIKE
/s/ JACK L. TREYNOR Trustee October 17, 1997
- --------------------------
JACK L. TREYNOR
*By: /s/ JAMES B. HAWKES
- --------------------------
JAMES B. HAWKES
As Attorney-in-fact
**Executed in Geneva, Switzerland
<PAGE>
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. DESCRIPTION SYSTEM
(16) Schedules for Computation of Performance Quotations.
<PAGE>
EXHIBIT 16
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE WORLDWIDE HEALTH SCIENCES FUND - CLASS C SHARES
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 1, 5, and 10 year periods ended August 31, 1997. 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
INVESTMENT INVESTMENT TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT BEFORE CDSC AFTER CDSC BEFORE DEDUCTING CDSC AFTER DEDUCTING CDSC
PERIOD DATE ON 08/31/97 ON 08/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
<S> <C> <C> <C> <C> <C> <C> <C>
10 YEARS ENDED
08/31/97 08/31/87 $4,234.73 $4,234.73 323.47% 15.53% 323.47% 15.53%
5 YEARS ENDED
08/31/97 08/31/92 $2,654.51 $2,654.51 165.45% 21.56% 165.45% 21.56%
1 YEAR ENDED
08/31/97 08/31/96 $1,176.74 $1,166.74 17.67% 17.67% 16.67% 16.67%
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>
