EATON VANCE GROWTH TRUST, 485BPOS, 1998-12-22

EATON VANCE GROWTH TRUST
485BPOS, 1998-12-22

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<PAGE>

As filed with the Securities and Exchange Commission on December 22, 1998
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. 72 [ X ]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
AMENDMENT NO. 45 [ 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):

<TABLE>
<S> <C>
[ ] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (a)(1)

[X] on January 1, 1999 pursuant to paragraph (b) [ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(2)
</TABLE>

If appropriate, check the following box:

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

Asian Small Companies Portfolio, Greater China Growth Portfolio, Growth
Portfolio, Information Age Portfolio and Worldwide Health Sciences Portfolio
have also executed this Registration Statement.
================================================================================

<PAGE>

LOGO
Investing
for the
21st
Century(R)

Eaton Vance
Asian Small Companies Fund

A mutual fund investing in securities of smaller companies based in Asia

Prospectus Dated
January 1, 1999

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Sales Charges 6
Investment Objective, Policies and Risks 4 Redeeming Shares 7
Management and Organization 5 Shareholder Account Features 8
Valuing Shares 5 Tax Information 9
Purchasing Shares 5
- ------------------------------------------------------------------------------------------
</TABLE>
This prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
<PAGE>
FUND SUMMARY

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

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES. The Fund's investment objective
is to seek capital growth through investment in equity securities of smaller
companies based in Asia. The Portfolio normally will be invested in the
securities markets of countries in the Asian region, including Australia, China,
Hong Kong, India, Indonesia, Japan, Malaysia, Pakistan, the Philippines,
Singapore, South Korea, Sri Lanka, Taiwan and Thailand. It is anticipated that
investments in Hong Kong will represent more than 25% of total assets.

The Fund invests primarily in common stocks of Asian small companies. The
adviser will consider companies that it believes have all or most of the
following characterisitics: sound and well-established management; producers of
goods or services for which a clear, continuing and long-term demand can be
identified within the context of national, regional and global development; a
history of earnings growth; financial strength; a consistent or progressive
dividend policy; and undervalued securities.

The Fund intends to invest its assets in a separate registered investment
company with the same objective and policies as the Fund.

PRINCIPAL RISK FACTORS. The value of Fund shares is sensitive to stock market
volatility. If there is a decline in the value of exchange-listed stocks, the
value of Fund shares will also likely decline. Changes in stock market values
can be sudden and unpredictable. Also, although stock values can rebound, there
is no assurance that values will return to previous levels. Because the Fund
invests predominantly in foreign securities, the value of Fund shares can also
be adversely affected by changes in currency exchange rates and political and
economic developments abroad. In emerging or less-developed countries, these
risks can be significant. The securities of smaller companies are generally
subject to greater price fluctuation and investment risk than securities of more
established companies.

Investors should be aware that the securities markets in the Asian region are
substantially smaller, less liquid and more volatile than the major securities
markets in the United States. The value of Fund shares will be affected by
political, economic, fiscal, regulatory or other developments in the Asian
region or neighboring regions. The extent of economic development, political
stability and market depth of different countries in the Asian region varies
widely. Certain Asian region countries, including China, Indonesia, Malaysia,
the Philippines and Thailand, are either comparatively underdeveloped or in the
process of becoming developed. Asian investments typically involve greater
potential for gain or loss than investments in securities of issuers in
developed countries. In comparison to the United States and other developed
countries, developing countries may have relatively unstable governments and
economies based on only a few industries. The Fund will likely be particularly
sensitive to changes in the economies of such countries as the result of any
reversals of economic liberalization, political unrest or changes in trading
status.

The Fund is not a complete investment program and you may lose money by
investing. An investment in the Fund is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2
<PAGE>

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B
- -------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (as a percentage of offering price) 5.75% None

Maximum Deferred Sales Charge (as a percentage of the lower
of net asset value at time of purchase or time of
redemption) None 5.00%

Sales Charge Imposed on Reinvested Distributions None None

Exchange Fee None None
</TABLE>

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B
- ----------------------------------------------------------------------------
<S> <C> <C>
Management Fees 1.25% 1.25%

Distribution and Service (12b-1) Fees 0.50% 0.98%

Other Expenses 0.75% 0.75%
----- -----
Total Annual Fund Operating Expenses 2.50% 2.98%
</TABLE>

Long-term shareholders of Class B shares may pay more than the economic
equivalent of the front-end sales charge permitted by the National Association
of Securities Dealers, Inc.

EXAMPLE. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years
- -------------------------------------------------------------------------------
<S> <C> <C>
Class A shares $814 $1,309
Class B shares $801 $1,321
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 Year 3 Years
- ------------------------------------------------------------------------------
<S> <C> <C>
Class A shares $814 $1,309
Class B shares $301 $921
</TABLE>

3
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS

The Fund's investment objective is to seek capital growth. The Fund currently
seeks to meet its investment objective by investing in Asian Small Companies
Portfolio (the "Portfolio"), a separate registered investment company which has
the same objective and policies as the Fund. The Fund's investment objective and
policies may be changed without shareholder approval. The Trustees of the Trust
have no present intention to make such change and intend to submit any proposed
material change in investment objective to shareholders in advance for their
approval.

Asian small companies will (a) have a market capitalization equivalent to less
than $600 million and (b) be located in or have securities which are principally
traded in an Asian region country. The Fund may invest 25% or more of its assets
in securities of issuers located in any one country, and may retain securities
of a company with market capitalization that grows over the $600 million level.
While there is no minimum or maximum limitation on assets that may be invested
in a single country, it is anticipated Hong Kong will represent more than 25% of
total assets. More than 25% of the Portfolio's total assets may be denominated
in any single currency. Although not a common practice, the portfolio manager
may use hedging techniques to attempt to mitigate adverse effects of foreign
currency fluctuations.

Securities of smaller, less seasoned companies, which may include legally
restricted securities, are generally subject to greater price fluctuations,
limited liquidity, higher transaction costs and higher investment risk. Smaller
companies may have limited product lines, markets or financial resources, and
they may be dependent on a limited management group. There is generally less
publicly available information about such companies than larger, more
established companies. The Portfolio may make direct investments in companies in
private placement transactions. 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.

Economies of countries in the Asian region will differ from the U.S. economy in
various ways such as rate of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. As export-driven economies, the economies of countries in the
Asian region are affected by developments in the economies of their principal
trading partners. For example, revocation by the United States of China's "Most
Favored Nation" trading status, which the U.S. President and Congress reconsider
annually, would adversely affect the trade and economic development of China and
Hong Kong. Monsoons and natural disasters also can affect the value of Portfolio
investments. Political control of Hong Kong was transferred to China in
mid-1997, and the success of "one country - two systems" will affect investments
in Hong Kong and elsewhere.

Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in equity securities of Asian small companies. The Portfolio may,
for temporary defensive purposes, such as during abnormal market or economic
conditions, invest some or all of its total assets 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 denominated in U.S. dollars or a foreign currency. The Portfolio may
also temporarily borrow at any time up to 5% of the value of its total assets to
satisfy redemption requests or settle securities transactions.

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 companies will usually involve currencies
of foreign countries, the value of assets of the Portfolio as measured by U.S.
dollars may be adversely affected by changes in currency exchange rates. Such
rates may fluctuate significantly over short periods of time causing the
Portfolio's net asset value to fluctuate as well. Costs are incurred in
connection with conversions between various currencies. In addition, foreign
brokerage commissions, custody fees and other costs of investing are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than in the
United States. Investments in foreign issuers could be affected by other factors
not present in the United States, including expropriation, armed conflict,
confiscatory taxation, lack of uniform accounting and auditing standards, less
publicly available financial and other information and potential difficulties in
enforcing contractual obligations. Transactions in the securities of foreign
issuers could be subject to settlement delays and risk of loss.

4
<PAGE>

obtain satisfactory assurance from other service providers to the Fund and the
Portfolio that they are also taking steps to address the issue. There can,
however, be no assurance that these steps will be sufficient to avoid any
adverse impact on the Fund and the Portfolio or shareholders. The Year 2000
concern may also adversely impact issuers of securities held by the Portfolio.

MANAGEMENT AND ORGANIZATION

MANAGEMENT. The Portfolio's investment adviser is Lloyd George Investment
Management (Bermuda) Limited ("Lloyd George"), 3808 One Exchange Square,
Central, Hong Kong. The investment adviser manages Portfolio investments and
provides related office facilities and personnel. Lloyd George receives a
monthly advisory fee of .0625% (equivalent to 0.75% annually) of the Portfolio's
average daily net assets up to $500 million. This fee declines at intervals
above $500 million.

Scobie Dickenson Ward is the portfolio manager of the Portfolio (since
inception). Mr. Ward is a Director of Lloyd George and has been an employee of
Lloyd George for at least five years.

Lloyd George and its affiliates act as investment adviser to various individual
and institutional clients and manage $1.3 billion in assets. Eaton Vance's
corporate parent owns 21% of Lloyd George's corporate parent. Lloyd George, its
affiliates and two of the Portfolio's Trustees are domiciled outside of the
United States. Because of this, it would be difficult for the Portfolio to
bring a claim or enforce a judgment against them.

Eaton Vance manages the business affairs of the Fund and administers the
business affairs of the Portfolio. For these services, Eaton Vance receives a
monthly fee from the Fund and Portfolio of 1/48 of 1% (equal to 0.25% annually)
of average daily net assets up to $500 million. This fee declines at intervals
above $500 million. For the fiscal year ended August 31, 1998, Eaton Vance
earned management fees of 0.25% of the Fund's average daily net assets and
administration fees of 0.25% of the Portfolio's average daily net assets. Eaton
Vance has been managing assets since 1924 and managing mutual funds since 1931.
Eaton Vance and its subsidiaries currently manage over $30 billion on behalf of
mutual funds, institutional clients and individuals.

The investment adviser, Eaton Vance and the Fund and Portfolio have adopted
Codes of Ethics governing personal securities transactions. Under the Codes,
employees of the investment adviser and Eaton Vance may purchase and sell
securities (including securities held by the Portfolio) subject to cerain
reporting requirements and other procedures.

ORGANIZATION. The Fund is a series of Eaton Vance Growth Trust, a Massachusetts
business trust. The Fund does not hold annual shareholder meetings, but may
hold special meetings for matters that require shareholder approval (like
electing or removing trustees, approving management contracts or changing
investment policies that may only be changed with shareholder approval).
Because the Fund invests in the Portfolio, it may be asked to vote on certain
Portfolio matters (like changes in certain Portfolio investment restrictions).
When necessary, the Fund will hold a meeting of its shareholders to consider
the Portfolio matter and then vote its interest in the Portfolio in proportion
to the votes cast by its shareholders. The Fund can withdraw from the Portfolio
at any time.

VALUING SHARES

The Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The price of
Fund shares is their net asset value, which is derived from Portfolio holdings.
Exchange-listed securities are valued at closing sale prices; however, the
investment adviser may use the fair value of a security if events occurring
after the close of an exchange would materially affect net asset value. Because
foreign securities trade on days when Fund shares are not priced, net asset
value can change at times when Fund shares cannot be redeemed.

Your investment dealer must communicate your order to the principal underwriter
by a specific time each day to receive that day's public offering price per
share. It is the investment dealer's responsibility to transmit orders
promptly. The Fund may accept purchase and redemption orders as of the time of
their receipt by certain investment dealers (or their designated
intermediaries).

PURCHASING SHARES

You may purchase Fund shares through your investment dealer or by mailing the
account application form included in this prospectus to the transfer agent (see
back cover for address). Your initial investment must be at least $1,000. The
price of Class A shares is the net asset value plus a sales charge. The price
of Class B shares is the net asset value; however, you may be subject to a sales
charge (called a "contingent deferred sales charge" or "CDSC") if you redeem
Class B shares within six years of purchase. The sales charges are described
below. Your investment dealer can help you decide which class of shares suits
your investment needs.

5
<PAGE>
You may purchase Fund shares for cash or in exchange for securities. Please
call 1-800-225-6265 for information about exchanging securities for Fund shares.
If you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

After your initial investment, additional investments of $50 or more may be made
at any time by sending a check payable to the order of the Fund or the transfer
agent directly to the transfer agent (see back cover for address). Please
include your name and account number and the name of the Fund and Class with
each investment.

You may also make automatic investments of $50 or more each month or each
quarter from your bank account. You can establish bank automated investing on
the account application or by calling 1-800-262-1122. The minimum initial
investment amount and Fund policy of redeeming accounts with low account
balances are waived for bank automated investing accounts.

SALES CHARGES

Front-End Sales Charge. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

<TABLE>

<CAPTION>
Sales Charge Sales Charge Dealer Commission
as Percentage of as Percentage of Net as a 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

* No sales charge is payable at the time of purchase on investments of $1
million or more. A CDSC of 1.00% will be imposed on such investments (as
described below) in the event of r edemptions within 12 months of purchase.
</TABLE>

The principal underwriter will pay a commission to investment dealers on sales
of $1 million or more as follows: 1.00% on amounts of $1 million or more but
less than $3 million; plus 0.50% on amounts over $3 million but less than $5
million; plus 0.25% on amounts over $5 million. Purchases of $1 million or more
will be aggregated over a 12-month period for purposes of determining the
commission. The principal underwriter may also pay commissions of up to 1.00%
on sales of Class A shares to certain tax-deferred retirement plans.

CONTINGENT DEFERRED SALES CHARGE. Each Class of shares is subject to a CDSC on
certain redemptions. If Class A shares are purchased at net asset value
because the purchase amount is $1 million or more, they are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. Class B shares are subject to
the following CDSC schedule:

Year of Redemption
After Purchase CDSC
- --------------------------------------
First or Second 5% The CDSC is based on the lower of the
Third 4% net asset value at the time of purchase
Fourth 3% or the time of redemption. Shares
Fifth 2% acquired through the reinvestment of
Sixth 1% distributions are exempt. Redemptions
Seventh or following 0% are made first from shares that are
not subject to a CDSC.

REDUCING OR ELIMINATING SALES CHARGES. Front-end sales charges may be reduced
under the right of accumulation or under a statement of intention. Under the
right of accumulation, sales charges are reduced if the current market value of
your current holdings (shares at current offering price), plus your new
purchases, reach $50,000 or more. Class A shares of other Eaton Vance funds
owned by you can be included in your current holdings. Under a statement of
intention, purchases of $50,000 or more made over a 13-month period are eligible
for reduced sales charges. The principal underwriter may hold 5% of the dollar
amount to be purchased in escrow in the form of shares registered in your name
until the statement is satisfied or the thirteen-month period expires. See the
account application for details.

<PAGE>
Class A shares are offered at net asset value through certain wrap fee programs
and other programs sponsored by investment dealers that charge fees for their
services. Ask your investment dealer for details. Certain persons associated
with Eaton Vance, other advisers to Eaton Vance funds, the transfer agent, the
custodian and investment dealers may purchase shares at net asset value.

The Class B CDSC is waived for redemptions pursuant to a Withdrawal Plan (see
"Shareholder Account Features") and in connection with certain redemptions from
tax-sheltered retirement plans. Call 1-800-225-6265 for details. The Class B
CDSC is also waived following the death of all beneficial owners of shares, but
only if the redemption is requested within one year after death (a death
certificate and other applicable documents may be required).

If you redeem shares, you may reinvest at net asset value any portion or all of
the redemption proceeds in the same class of shares of the Fund (or, for Class A
shares, in Class A shares of any other Eaton Vance fund), provided that the
reinvestment occurs within 60 days of the redemption, and the privilege has not
been used more than once in the prior 12 months. Your account will be credited
with any CDSC paid in connection with the redemption. Reinvestment requests
must be in writing. If you reinvest, you will be sold shares at the next
determined net asset value following receipt of your request.

DISTRIBUTION AND SERVICE FEES. The Fund has adopted a plan under Rule 12b-1 that
allows the Fund to pay distribution fees for the sale and distribution of shares
(so called "12b-1 fees"). Class B shares pay distribution fees of .75% of
average daily net assets annually. Class A shares pay a distribution fee of .50%
of average daily net assets on shares outstanding for less than twelve months
and a distribution fee of 0.25% on shares outstanding for more than twelve
months. Because these fees are paid from Fund assets on an ongoing basis, they
will increase your cost over time and may cost you more than paying other types
of sales charges. All classes pay service fees for personal and/or account
services not exceeding .25% of average daily net assets annually. Class A and
Class B shares only pay service fees on shares that have been outstanding for
twelve months.

REDEEMING SHARES

You can redeem shares in any of the following ways:

By Mail Send your request to the transfer agent along with any
certificates and stock powers. The request must be
signed exactly as your account is registered and
signature guaranteed. You can obtain a signature
guarantee at certain banks, savings and loan
institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered
securities associations. You may be asked to provide
additional documents if your shares are registered in
the name of a corporation, partnership or fiduciary.

By Telephone You can redeem up to $50,000 b y calling the transfer
agent at 1-800-262-1122 on Monday through Friday, 9:00
a.m. to 4:00 p.m. (eastern time). Proceeds of a
telephone redemption can be mailed only to the account
address. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary
arrangements, cannot be redeemed by telephone.
Through an
Investment
Dealer Your investment dealer is responsible for
transmitting the order promptly. A dealer may charge a
fee for this service.

If you redeem shares, your redemption price will be based on the net asset value
per share next computed after the redemption request is received. Your
redemption proceeds will be paid in cash within seven days, reduced by the
amount of any applicable CDSC and any federal income tax required to be
withheld. Payments will be sent by mail unless you complete the Bank Wire
Redemptions section of the account application.

If you recently purchased shares, the proceeds of a redemption will not be sent
until the check (including a certified or cashier's check) has cleared. If the
purchase check has not cleared, redemption proceeds may be delayed up to 15 days
from the purchase date. If your account value falls below $750 other than due
to market decline, you may be asked to either add to your account or redeem it
within 60 days. If you take no action, your account will be redeemed and the
proceeds sent to you.

While redemption proceeds are normally paid in cash, redemptions may be paid by
distributing marketable securities. If you receive securities, you could incur
brokerage or other charges in converting the securities to cash.

7
<PAGE>
SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

*Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.

*Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.

*Cash Option Dividends and capital gains are paid in cash.

*Exchange Option Dividends and/or capital gains are reinvested in
additional shares of another Eaton Vance fund
chosen by you. Before selecting this option, you
must obtain a prospectus of the other fund and
consider its objectives and policies carefully.

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

* Annual and Semi-Annual Reports, containing performance information and
financial statements.
* Periodic account statements, showing recent activity and total share
balance.
* Form 1099 and tax information needed to prepare your income tax returns.
* Proxy materials, in the event a shareholder vote is required.
* Special notices about significant events affecting your Fund.

WITHDRAWAL PLAN. You may redeem shares on a monthly or quarterly basis by
establishing a systematic withdrawal plan. For Class B shares, your withdrawals
will not be subject to a CDSC if they do not in the aggregate exceed 12%
annually of the account balance at the time the plan is established. A minimum
account size of $5,000 is required to establish a systematic withdrawal plan.
Because purchases of Class A shares are subject to a sales charge, you should
not make withdrawals from your account while you are making purchases.

TAX-SHELTERED RETIREMENT PLANS. Class A shares are available for
purchase in connection with certain tax-sheltered retirement plans. Call
1-800-225-6265 for information. Distributions will be invested in additional
shares for all tax-sheltered retirement plans.

EXCHANGE PRIVILEGE. You may exchange your Fund shares for shares of the same
class of another Eaton Vance fund. Exchanges are generally made at net asset
value. If you have held Class A shares for less than six months, an additional
sales charge may apply if you exchange. If your shares are subject to a CDSC,
the CDSC will continue to apply to your new shares at the same CDSC rate. For
purposes of the CDSC, your shares will continue to age from the date of your
original purchase.

Before exchanging, you should read the prospectus of the new fund carefully. If
you wish to exchange shares, you may write to the transfer agent (address on
back cover) or call 1-800-262-1122. Periodic automatic exchanges are also
available. The exchange privilege may be changed or discontinued at any time.
You will receive 60 days' notice of any material change to the privilege. This
privilege may not be used for "market timing". If an account (or group of
accounts) makes more than two round-trip exchanges within twelve months, it will
be deemed to be market timing. The exchange privilege may be terminated for
market timing accounts.

TELEPHONE TRANSACTIONS. You can redeem or exchange shares by telephone as
described in this prospectus. The transfer agent and the principal underwriter
have procedures in place to authenticate telephone instructions (such as
verifying personal account information). As long as the transfer agent and
principal underwriter follow these procedures, they will not be responsible for
unauthorized telephone transactions and you bear the risk of possible loss
resulting from telephone transactions. You may decline the telephone redemption
option on the account application. Telephone instructions are tape recorded.

8
<PAGE>
"street name" account to an account with another investment dealer or to an
account directly with the Fund involves special procedures and you will be
required to obtain historical information about your shares prior to the
transfer. Before establishing a "street name" account with an investment dealer,
you should determine whether that dealer allows reinvestment of distributions in
"street name" accounts.

ACCOUNT QUESTIONS. If you have any questions about your account or the services
available, please call Eaton Vance Shareholder Services at 1-800-225-6265, or
write to the transfer agent (see back cover for address).

TAX INFORMATION

The Fund pays dividends at least once annually and intends to pay capital gains
annually. Distributions of income and net short-term capital gains will be
taxable as ordinary income. Distributions of any long-term capital gains are
taxable as long-term gains. The Fund's distributions will generally not qualify
for the dividends-received deduction for corporations.

Investors who purchase shares shortly before the record date of a distribution
will pay the full price for the shares and then receive some portion of the
price back as a taxable distribution. Certain distributions paid in January
will be taxable to shareholders as if received on December 31 of the prior year.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

9
<PAGE>
LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

About the Fund: More information is available in the statement of
additional information. The statement of additional information is
incorporated by reference into this prospectus. Additional
information about the Portfolio's investments is available in the
annual and semi-annual reports to shareholders. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's
performance during the past year. You may obtain free copies of the
statement of additional information and the shareholder reports by
contacting:

Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about the Fund at the
Securities and Exchange Commission's public reference room in
Washington, DC (call 1-800-SEC-0330 for information); on the SEC's
Internet site (http://www.sec.gov); or upon payment of copying fees
by writing to the SEC's public reference room in Washington, DC
20549-6009.

About Shareholder Accounts: You can obtain more information from
Eaton Vance Share- holder Services (1-800-225-6265). If you own
shares and would like to add to, redeem or change your account,
please write or call the transfer agent:
- --------------------------------------------------------------------------------

First Data Investor Services Group
P.O. Box 5123
Westborough, MA 01581-5123
1-800-262-1122

SEC File No. 811-1241 ACP

<PAGE>

LOGO
Investing
for the
21st
Century(R)

Eaton Vance
Greater China Growth Fund

A mutual fund investing in the China Region

Prospectus Dated
January 1, 1999

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Sales Charges 6
Investment Objective, Policies and Risks 4 Redeeming Shares 8
Management and Organization 5 Shareholder Account Features 8
Valuing Shares 5 Tax Information 9
Purchasing Shares 6 Financial Highlights 10
- -------------------------------------------------------------------------------------
</TABLE>
This prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARY

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES. The
purpose of the Fund is to seek long-term capital
appreciation. The Fund will invest in equity securities CHINA REGION
of companies which, in the opinion of the investment
adviser, will benefit from the economic development COUNTRY MAP
and growth of the People's Republic of China. The
Portfolio normally will be invested primarily or OMITTED
exclusively in the securities markets of countries
in the China region, including Hong Kong, China, Taiwan,
South Korea, Singapore, Malaysia, Thailand, Indonesia
and the Philippines.

The Fund invests primarily in common stocks of China
region companies expected to grow in value over time,
regardless of short-term market fluctuations. The
Fund may invest 25% or more of its assets in securities
of issuers located in any one country, but ordinarily
will only do so in Hong Kong. The Fund invests in
companies with a broad range of market capitalizations,
including smaller companies.

The Fund currently invests its assets in a separate
registered investment company with the same objective
and policies as the Fund.

Investors should be aware that the securities markets in the China region are
substantially smaller, less liquid and more volatile than the major securities
markets in the United States. The value of Fund shares will be affected by
political, economic, fiscal, regulatory or other developments in the China
region or neighboring regions. The extent of economic development, political
stability and market depth of different countries in the China region varies
widely. Certain China region countries, including China, Indonesia, Malaysia,
the Philippines and Thailand, are either comparatively underdeveloped or in the
process of becoming developed. Greater China investments typically involve
greater potential for gain or loss than investments in securities of issuers in
developed countries. In comparison to the United States and other developed
countries, developing countries may have relatively unstable governments and
economies based on only a few industries. The Fund will likely be particularly
sensitive to changes in China's economy as the result of any reversals of
economic liberalization, political unrest or changes in China's trading status.

2
<PAGE>

PERFORMANCE INFORMATION. The following bar chart and table provide information
about the Fund's performance including a comparison of the Fund's performance to
the performance of an index of stocks in developed and emerging markets which
are open to foreign investment in the Far East (excluding Japan). Although past
performance is no guarantee of future results, this performance information
demonstrates the risk that the value of your investment will change. The
following returns are for Class B shares for each calendar quarter through
December 31, 1997 and do not reflect sales charges. If the sales charge was
reflected, returns would be lower.

80.8% -20.9% 4.5% 15.9% -24.9%

1993 1994 1995 1996 1997

The Fund's highest quarterly total return was 39.15% for the quarter ended
December 31, 1993, and its lowest quarterly return was -33.39% for the quarter
ended December 31, 1997. The year-to-date total return through the end of the
most recent calendar quarter (December 31, 1997 to September 30, 1998) was
- -31.74%.

<TABLE>
<CAPTION>
One Five Life of
Average Annual Total Return as of December 31, 1997 Year Years Fund
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares -29.2% 4.0% 3.4%
Class B Shares -29.1% 4.6% 4.2%
Class C Shares -26.3% 4.5% 3.9%
Morgan Stanley Capital International All Country Far East Free ex-Japan Index -44.3% 2.5% 1.1%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to June 7, 1993 and December 28, 1993,
respectively, is the performance of Class A shares, adjusted for the sales
charge that applies to Class B or Class C shares (but not adjusted for any other
differences in the expenses of the classes). Class A shares performance is for
the period beginning October 28, 1992. Life of Fund returns are calculated from
October 31, 1992. The Morgan Stanley Capital International All Country (MSCI AC)
Far East Free ex-Japan Index is an unmanaged index of stocks in developed and
emerging markets which are open to foreign investment in the Far East (excluding
Japan). Investors cannot invest directly in an index.

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (as a percentage of offering price) 5.75% None None

Maximum Deferred Sales Charge (as a percentage of the
lower of net asset value at time of purchase or time
of redemption) None 5.00% 1.00%

Sales Charge Imposed on Reinvested Distributions None None None

Exchange Fee None None None
</TABLE>

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B Class C
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.75% 0.75% 0.75%

Distribution and Service (12b-1) Fees 0.50% 0.99% 1.00%

Other Expenses 1.04% 1.04% 1.04%
----- ----- -----
Total Annual Fund Operating Expenses 2.29% 2.78% 2.79%
</TABLE>

Long-term shareholders of Class B and Class C shares may pay more than the
economic equivalent of the front-end sales charge permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 792 $ 1,244 $ 1,720 $ 3,030
Class B shares $ 781 $ 1,262 $ 1,669 $ 3,109
Class C shares $ 382 $ 865 $ 1,474 $ 3,119
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 792 $ 1,244 $ 1,720 $ 3,030
Class B shares $ 281 $ 862 $ 1,469 $ 3,109
Class C shares $ 282 $ 865 $ 1,474 $ 3,119
</TABLE>

3
<PAGE>

INVESTMENT OBJECTIVE, POLICIES AND RISKS

The Fund's investment objective is to seek long-term capital appreciation. The
Fund currently seeks to meet its investment objective by investing in Greater
China Growth Portfolio (the "Portfolio"), a separate registered investment
company which has the same objective and policies as the Fund. The Fund's
investment objective and policies may be changed without shareholder approval.
The Trustees of the Trust have no present intention to make such change and
intend to submit any proposed material change in investment objective to
shareholders in advance for their approval.

The Portfolio invests in a carefully selected and continuously managed portfolio
consisting primarily of common stocks of companies which, in the opinion of the
investment adviser, will benefit from the economic development and growth of
China. China growth companies consist of companies that (a) are located in or
whose securities are principally traded in a China region country, (b)(i) have
at least 50% of their assets in one or more China region countries or (ii)
derive at least 50% of their gross sales revenues or profits from providing
goods or services to or from within one or more China region countries and
(c)(i) have at least 35% of their assets in China, or (ii) derive at least 35%
of their gross sales revenues or profits from providing goods or services to or
from within China or (iii) have manufacturing or other operations in China that
are significant to such companies. Greater China investments are typically
listed on stock exchanges or traded in the over-the-counter markets in countries
in the China region. The principal offices of these companies, however, may be
located outside these countries. The Portfolio will not invest more than 10% of
its assets in the securities of issuers in any country outside the China region.
More than 25% of the Portfolio's total assets may be denominated in any single
currency. Although not a common practice, the portfolio manager may use hedging
techniques to attempt to mitigate adverse effects of foreign currency
fluctuations.

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 China region companies will usually involve
currencies of foreign countries, the value of assets of the Portfolio as
measured by U.S. dollars may be adversely affected by changes in currency
exchange rates. Such rates may fluctuate significantly over short periods of
time causing the Portfolio's net asset value to fluctuate as well. Costs are
incurred in connection with conversions between various currencies. In addition,
foreign brokerage commissions, custody fees and other costs of investing are
generally higher than in the United States, and foreign securities markets may
be less liquid, more volatile and less subject to governmental supervision than
in the United States. Investments in foreign issuers could be affected by other
factors not present in the United States, including expropriation, armed
conflict, confiscatory taxation, lack of uniform accounting and auditing
standards, less publicly available financial and other information and potential
difficulties in enforcing contractual obligations. Transactions in the
securities of foreign issuers could be subject to settlement delays and risk of
loss.

Economies of countries in the China region differ from the U.S. economy in
various ways, such as rate of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. As export-driven economies, the economies of countries in the
China region are affected by developments in the economies of their principal
trading partners. For example, revocation by the United States of China's "Most
Favored Nation" trading status, which the U.S. President and Congress reconsider
annually, would adversely affect the trade and economic development of China and
Hong Kong. Monsoons and natural disasters also can affect the value of Portfolio
investments. Political control of Hong Kong was transferred to China in
mid-1997, and the success of "one country - two systems" will affect investments
in Hong Kong and elsewhere. China's governmental actions can have a significant
effect on the economic conditions in the China region, which could adversely
affect the value and liquidity of the Portfolio's investments. Although the
Chinese Government has recently begun to institute legal and economic reform
policies, there can be no assurances that it will continue to pursue such
policies or, if it does, that such policies will succeed.

The Portfolio may invest in 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, and
they may be dependent on a limited management group. There is generally less
publicly available information about such companies than larger, more
established companies. The Portfolio may make direct investments in companies in
private placement transactions. 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.

Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in equity securities of China growth companies. The Portfolio may,
for temporary defensive purposes (such as during abnormal market or economic
conditions) invest some or all of its total assets in high grade debt securities

4
<PAGE>

of foreign and United States companies, foreign governments and the U.S.
Government, and their respective agencies, instrumentalities, political
subdivisions and authorities, as well as in high quality money market
instruments denominated in U.S. dollars or a foreign currency. The Portfolio may
also temporarily borrow at any time up to 5% of the value of its total assets to
satisfy redemption requests or settle securities transactions.

Like most mutual funds, the Fund and Portfolio rely on computers in conducting
daily business and processing information. There is a concern that on January
1, 2000 some computer programs will be unable to recognize the new year and as a
consequence computer malfunctions will occur. Eaton Vance is taking steps that
it believes are reasonably designed to address this potential problem and to
obtain satisfactory assurance from other service providers to the Fund and the
Portfolio that they are also taking steps to address the issue. There can,
however, be no assurance that these steps will be sufficient to avoid any
adverse impact on the Fund and the Portfolio or shareholders. The Year 2000
concern may also adversely impact issuers of securities held by the Portfolio.

MANAGEMENT AND ORGANIZATION

Adaline Mang-Yee Ko is the portfolio manager of the Portfolio (since June,
1996). She is a Director of Lloyd George. Prior to joining Lloyd George in
1995, she was a Director of Fleming Investment Management Ltd.

VALUING SHARES

5
<PAGE>

PURCHASING SHARES

You may purchase Fund shares through your investment dealer or by mailing the
account application form included in this prospectus to the transfer agent (see
back cover for address). Your initial investment must be at least $1,000. The
price of Class A shares is the net asset value plus a sales charge. The price
of Class B and Class C shares is the net asset value; however, you may be
subject to a sales charge (called a "contingent deferred sales charge" or
"CDSC") if you redeem Class B shares within six years of purchase or Class C
shares within one year of purchase. The sales charges are described below.
Your investment dealer can help you decide which class of shares suits your
investment needs.

You may purchase Fund shares for cash or in exchange for securities. Please
call 1-800-225-6265 for information about exchanging securities for Fund shares.
If you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

SALES CHARGES

FRONT-END SALES CHARGE. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

<TABLE>
<CAPTION>
Sales Charge Sales Charge Dealer Commission
as Percentage of as Percentage of Net as a Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <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

CONTINGENT DEFERRED SALES CHARGE. Each Class of shares is subject to a CDSC on
certain redemptions. If Class A shares are purchased at net asset value
because the purchase amount is $1 million or more, they are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. Class C shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. Class B shares are subject
to the following CDSC schedule:

6
<PAGE>

Year of Redemption
After Purchase CDSC
- --------------------------------------

First or Second 5% The CDSC is based on the lower
Third 4% of the net asset value at the
Fourth 3% time of purchase or the time
Fifth 2% of redemption. Shares acquired
Sixth 1% through the reinvestment of
Seventh or following 0% distributions are exempt.
Redemptions are made first from
shares that are not subject to
CDSC.

Class A shares are offered at net asset value through certain wrap fee programs
and other programs sponsored by investment dealers that charge fees for their
services. Ask your investment dealer for details. Certain persons associated
with Eaton Vance, other advisers to Eaton Vance funds, the transfer agent, the
custodian and investment dealers may purchase shares at net asset value.

The Class B and Class C CDSCs are waived for redemptions pursuant to a
Withdrawal Plan (see "Shareholder Account Features") and in connection with
certain redemptions from tax-sheltered retirement plans. Call 1-800-225-6265 for
details. The Class B CDSC is also waived following the death of all beneficial
owners of shares, but only if the redemption is requested within one year after
death (a death certificate and other applicable documents may be required).

DISTRIBUTION AND SERVICE FEES. The Fund has adopted a plan under Rule 12b-1 that
allows the Fund to pay distribution fees for the sale and distribution of shares
(so called "12b-1 fees"). Class B and Class C shares pay distribution fees of
.75% of average daily net assets annually. Class A shares pay a distribution fee
of .50% of average daily net assets on shares outstanding for less than twelve
months and a distribution fee of 0.25% on shares outstanding for more than
twelve months. Because these fees are paid from Fund assets on an ongoing
basis, they will increase your cost over time and may cost you more than paying
other types of sales charges. All classes pay service fees for personal and/or
account services not exceeding .25% of average daily net assets annually. Class
A and Class B shares only pay service fees on shares that have been outstanding
for twelve months.

7
<PAGE>

REDEEMING SHARES

You can redeem shares in any of the following ways:

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

*Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.

*Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.

*Cash Option Dividends and capital gains are paid in cash.

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

8
<PAGE>

WITHDRAWAL PLAN. You may redeem shares on a monthly or quarterly basis by
establishing a systematic withdrawal plan. For Class B and Class C shares, your
withdrawals will not be subject to a CDSC if they do not in the aggregate exceed
12% annually of the account balance at the time the plan is established. A
minimum account size of $5,000 is required to establish a systematic withdrawal
plan. Because purchases of Class A shares are subject to a sales charge, you
should not make withdrawals from your account while you are making purchases.

TAX-SHELTERED RETIREMENT PLANS. Class A and Class C shares are available
for purchase in connection with certain tax-sheltered retirement plans. Call
1-800-225-6265 for information. Distributions will be invested in additional
shares for all tax-sheltered retirement plans.

"STREET NAME" ACCOUNTS. If your shares are held in a "street name" account at
an investment dealer, that dealer (and not the Fund or its transfer agent) will
perform all recordkeeping, transaction processing and distribution payments.
Because the Fund will have no record of your transactions, you should contact
your investment dealer to purchase, redeem or exchange shares, to make changes
in your account, or to obtain account information. The transfer of shares in a
"street name" account to an account with another investment dealer or to an
account directly with the Fund involves special procedures and you will be
required to obtain historical information about your shares prior to the
transfer. Before establishing a "street name" account with an investment
dealer, you should determine whether that dealer allows reinvestment of
distributions in "street name" accounts.

TAX INFORMATION

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

9
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the Fund's
financial performance for the past five years. Certain information in the table
reflects the financial results for a single Fund share. The total returns in
the table represent the rate an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all distributions and not
taking into account a sales charge). This information has been audited by
Deloitte & Touche LLP, independent accountants. The report of Deloitte & Touche
LLP and the Fund's financial statements are incorporated herein by reference and
included in the annual report, which is available on request. The Fund began
offering three classes of shares on September 1, 1997. Prior to that date, the
Fund offered only Class B shares.

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
----------------------------------------------------------------------------------
1998(1) 1997 1996 1995 1994
----------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS B CLASS B CLASS B CLASS B
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $ 17.710 $16.130 $10.970 $ 12.450 $ 11.890 $ 13.160 $ 10.540
-------- ------- ------- -------- -------- -------- --------
Income (loss) from operations
Net investment income (loss) $ 0.013 $(0.041) $(0.025) $ (0.181) $ (0.087) $ (0.038) $ (0.039)
Net realized and unrealized gain (loss) (10.863) (9.889) (6.725) 3.921 0.647 (1.157) 2.684
-------- ------- ------- -------- -------- -------- --------
Total income (loss) from operations $(10.850) $(9.930) $(6.750) $ 3.740 $ 0.560 $ (1.195) $ 2.645
-------- ------- ------- -------- -------- -------- --------
Less distributions
In excess of net investment income(4) $ -- $ -- $ -- $ (0.060) $ -- $ (0.065) $ --
In excess of net realized gain on investments -- -- -- -- -- (0.010) (0.025)
-------- ------- ------- -------- -------- -------- --------
Total distributions $ -- $ -- $ -- $ (0.060) $ -- $ (0.075) $ (0.025)
-------- ------- ------- -------- -------- -------- --------
Net asset value - End of year $ 6.860 $ 6.200 $ 4.220 $ 16.130 $ 12.450 $ 11.890 $ 13.160
======== ======= ======= ======== ======== ======== ========
Total return(2) (61.26)% (61.56)% (61.53)% 30.15% 4.71% (9.06)% 25.08%
Ratios/Supplemental Data
Net assets, end of year (000's omitted) $ 56,277 $75,635 $ 6,449 $296,586 $284,575 $324,258 $392,479
Ratios (as a percentage of average daily net
assets):
Expenses(3)(4) 2.29% 2.78% 2.79% 2.66% 2.63% 2.47% 2.38%
Expenses after custodian fee reduction(3) 2.15% 2.66% 2.67% 2.63% 2.57% $ -- $ --
Net investment income (loss) 0.11% (0.40)% (0.36)% (0.75)% (0.51)% (0.02)% (0.55)%
Portfolio Turnover of the Portfolio 42% 42% 42% 48% 42% 32% 36%
</TABLE>

(1) Net investment income per share was computed using average shares
outstanding.

(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 reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the payable date. Total return is not computed on an
annualized basis.

(3) Includes the Fund's share of the Portfolio's allocated expenses.

(4) The expense ratios for the year ended August 31, 1996 and periods
thereafter, have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require the Fund, as well as its
corresponding Portfolio, to increase its expense ratio by the effect of any
expense offset arrangements with its service providers. The expense ratios
for each of the prior periods have not been adjusted to reflect this
change.

10
<PAGE>

LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

ABOUT THE FUND: More information is available in the statement of
additional information. The statement of additional information is
incorporated by reference into this prospectus. Additional
information about the Portfolio's investments is available in the
annual and semi-annual reports to shareholders. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's
performance during the past year. You may obtain free copies of the
statement of additional information and the shareholder reports by
contacting:

Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
1-800-225-6265
website: www.eatonvance.com

First Data Investor Services Group
P.O. Box 5123
Westborough, MA 01581-5123
1-800-262-1122

SEC File No. 811-1241 CGP

<PAGE>

LOGO
Investing
for the
21st
Century(R)

EATON VANCE
GROWTH FUND

A mutual fund for investors seeking growth of capital

Prospectus Dated
January 1, 1999

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Sales Charges 5
Investment Objective, Policies and Risks 4 Redeeming Shares 7
Management and Organization 4 Shareholder Account Features 7
Valuing Shares 5 Tax Information 8
Purchasing Shares 5 Financial Highlights 9
- -----------------------------------------------------------------------------------------
</TABLE>

This prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARY

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES. The Fund's investment objective
is to achieve capital growth. A secondary consideration is investment income.
The Fund invests primarily in common stocks of established growth companies.
Although it invests primarily in domestic companies, the Fund may invest up to
25% of its net assets in foreign companies. The Fund currently invests its
assets in a separate registered investment company with the same objective and
policies as the Fund.

PRINCIPAL RISK FACTORS. The value of Fund shares is sensitive to stock market
volatility. If there is a general decline in the value of U.S. stocks, the
value of the Fund's shares will also likely decline. Changes in stock market
values can be sudden and unpredictable. Also, although stock values can
rebound, there is no assurance that values will return to previous levels. The
Fund has historically held fewer than 75 stocks at any one time; therefore, the
Fund's value is more sensitive to developments affecting particular stocks than
would be a more broadly diversified fund.

PERFORMANCE INFORMATION. The following bar chart and table provide information
about the Fund's performance, including a comparison of the Fund's performance
to the performance of a broad-based index of domestic common stocks. Although
past performance is no guarantee of future results, this performance information
demonstrates the risk that the value of your investment will change. The
following returns are for Class A shares for each calendar year through December
31, 1997 and do not reflect a sales charge. If the sales charge was reflected,
the returns would be lower.

8.5% 30.3% -5.5% 39.7% 5.2% -2.5% -4.4% 29.2% 18.2% 28.5%

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997

The Fund's highest quarterly total return was 16.9% for the quarter ended June
30, 1997, and its lowest quarterly return was -16.0% for the quarter ended
September 30, 1990. The year-to-date total return through the end of the most
recent calendar quarter (December 31, 1997 to September 30, 1998) was 2.3%.

<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1997 Year Years Years
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 21.1% 11.5% 13.0%
Class B Shares 22.7% 12.0% 13.4%
Class C Shares 24.9% 11.1% 12.8%
Standard & Poor's 500 Index 33.3% 20.2% 18.0%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the periods prior to September 13, 1994 and November 7, 1994,
respectively, is the performance of Class A shares, adjusted for the sales
charge that applies to Class B or Class C shares (but not adjusted for any other
differences in the expenses of the classes). The Standard & Poor's 500 Index is
an unmanaged index of common stocks trading in the U.S. Investors cannot invest
directly an Index.

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (as a percentage of offering price) 5.75% None None

Maximum Deferred Sales Charge (as a percentage of the
lower of net asset value at time of purchase or time of
redemption) None 5.00% 1.00%

Sales Charge Imposed on Reinvested Distributions None None None

Exchange Fee None None None
</TABLE>

Distribution and Service (12b-1)Fees 0.000% 0.980% 1.000%

Other Expenses* 0.454% 0.320% 0.320%
------ ------ ------
Total Annual Fund Operating Expenses 1.079% 1.925% 1.945%
</TABLE>

* Other Expenses for Class A shares includes a service fee of 0.134%.
** Long-term shareholders of Class B and Class C shares may pay more than the
economic equivalent of the front-end sales charge permitted by the National
Association of Securities Dealers, Inc.

2
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 679 $ 898 $ 1,136 $ 1,185
Class B shares $ 696 $ 1,005 $ 1,240 $ 2,251
Class C shares $ 297 $ 610 $ 1,049 $ 2,268
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 679 $ 898 $ 1,136 $ 1,185
Class B shares $ 196 $ 605 $ 1,040 $ 2,251
Class C shares $ 197 $ 610 $ 1,049 $ 2,268
</TABLE>

3
<PAGE>

INVESTMENT OBJECTIVE, POLICIES AND RISKS

The Fund's investment objective is to achieve capital growth. A secondary
consideration is investment income. The Fund currently seeks to meet its
investment objective by investing in Growth Portfolio (the "Portfolio"), a
separate open-end investment company that has the same objective and policies as
the Fund. The Fund's investment objective may not be changed without
shareholder approval. The Fund's policies may be changed by the Trustees without
shareholder approval.

The Portfolio invests in a carefully selected and continuously managed portfolio
consisting primarily of common stocks of U.S. companies. The Portfolio
emphasizes investments in established growth companies that have attractive
financial characteristics. The portfolio manager seeks to purchase stocks that
are favorably priced in relation to their fundamental value, and which will grow
in value over time. In making investment decisions, the portfolio manager may
draw upon the information provided by, and the expertise of, the investment
adviser's research staff. Management of the Portfolio involves consideration of
numerous factors (such as potential for price appreciation, risk/return, the mix
of securities held by the Portfolio and, secondarily, expected dividends). Many
of these considerations are subjective. The Portfolio normally invests in a
variety of industries, which reduces risk.

The Portfolio may invest up to 25% of net assets in foreign securities. The
value of foreign securities is affected by changes in currency rates, foreign
tax laws (including withholding tax), government policies (in this country or
abroad) and relations between nations. In addition, the costs of investing
abroad 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.

During unusual market conditions, the Portfolio may temporarily invest up to
100% of its assets in cash or cash equivalents (such as commercial paper). The
Portfolio may also temporarily borrow at any time up to 5% of the value of its
total assets to satisfy redemption requests or settle securities transactions.

MANAGEMENT AND ORGANIZATION

MANAGEMENT. The Portfolio's investment adviser is Boston Management and Research
("BMR"), a subsidiary of Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts 02110. Eaton Vance has been managing assets since 1924 and
managing mutual funds since 1931. Eaton Vance and its subsidiaries currently
manage over $30 billion on behalf of mutual funds, institutional clients and
individuals.

The investment adviser manages the investments of the Portfolio and provides
related office facilities and personnel. Under its investment advisory
agreement with the Portfolio, BMR receives a monthly advisory fee of 5/96 of 1%
(equivalent to 0.625% annually) of the average daily net assets of the Portfolio
up to and including $300 million, and 1/24 of 1% (equivalent to 0.50% annually)
of the average daily net assets over $300 million. For the fiscal year ended
August 31, 1998, the Portfolio paid BMR advisory fees equivalent to 0.625% of
its average daily net assets.

Thomas E. Faust, Jr. is the portfolio manager of the Portfolio (since April,
1996). He also manages another Eaton Vance portfolio, has been an employee of
Eaton Vance for at least 5 years, and is a Vice President of Eaton Vance and
BMR.

The investment adviser and the Fund and Portfolio have adopted Codes of Ethics
governing personal securities transactions. Under the Codes, Eaton Vance
employees may purchase and sell securities (including securities held by the
Portfolio) subject to certain pre-clearance and reporting requirements and other
procedures.

Eaton Vance serves as administrator of the Fund, providing the Fund with
administrative services and related office facilities. Eaton Vance does not
currently receive a fee for serving as administrator.

4
<PAGE>

Because the Fund invests in the Portfolio, it may be asked to vote on certain
Portfolio matters (like changes in certain Portfolio investment restrictions).
When necessary, the Fund will hold a meeting of its shareholders to consider
the Portfolio matter and then vote its interest in the Portfolio in proportion
to the votes cast by its shareholders. The Fund can withdraw from the Portfolio
at any time.

VALUING SHARES

The Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The price of
Fund shares is their net asset value, which is derived from Portfolio holdings.
Exchange-listed securities are generally valued at closing sale prices. Your
investment dealer must communicate your order to the principal underwriter by a
specific time each day to receive that day's public offering price per share.
It is the investment dealer's responsibility to transmit orders promptly. The
Fund may accept purchase and redemption orders as of the time of their receipt
by certain investment dealers (or their designated intermediaries).

PURCHASING SHARES

You may purchase Fund shares through your investment dealer or by mailing the
account application form included in this prospectus to the transfer agent (see
back cover for address). Your initial investment must be at least $1,000. The
price of Class A shares is the net asset value plus a sales charge. The price
of Class B and Class C shares is the net asset value; however, you may be
subject to a sales charge (called a "contingent deferred sales charge" or
"CDSC") if you redeem Class B shares within six years of purchase or Class C
shares within one year of purchase. The sales charges are described below.
Your investment dealer can help you decide which class of shares suits your
investment needs.

SALES CHARGES

FRONT-END SALES CHARGE. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

* No sales charge is payable at the time of purchase on investments of $1 million or more.
A CDSC of 1.00% will be imposed on such investments (as described below) in the event of
redemptions within 12 months of purchase.
</TABLE>

5
<PAGE>

CONTINGENT DEFERRED SALES CHARGE. Each Class of shares is subject to a CDSC on
certain redemptions. If Class A shares are purchased at net asset value
because the purchase amount is $1 million or more, they are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. Class C shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. Class B shares are subject
to the following CDSC schedule:

Year of Redemption
After Purchase CDSC
- -----------------------------------------

First or Second 5% The CDSC is based on the lower of
Third 4% the net asset value at the time
Fourth 3% of purchase or the time of redemption.
Fifth 2% Shares acquired through the
Sixth 1% reinvestment of distributions are
Seventh or following 0% exempt. Redemptions are made first
from shares that are not subject to a
CDSC.

DISTRIBUTION AND SERVICE FEES. Class B and Class C shares have adopted a plan
under Rule 12b-1 that allows the Fund to pay distribution fees for the sale and
distribution of shares (so-called "12b-1 fees"). Class B and Class C shares pay
distribution fees of .75% of average daily net assets annually. Because these
fees are paid from Fund assets on an ongoing basis, they will increase your cost
over time and may cost you more than paying other types of sales charges. All
classes pay service fees for personal and/or account services not exceeding .25%
of average daily net assets annually. Class A and Class B shares only pay
service fees on shares that have been outstanding for twelve months.

6
<PAGE>

REDEEMING SHARES

You can redeem shares in any of the following ways:

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

* Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.

*Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.

*Cash Option Dividends and capital gains are paid in cash.

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

7
<PAGE>

TAX-SHELTERED RETIREMENT PLANS. Class A and Class C shares shares are available
for purchase in connection with certain tax-sheltered retirement plans. Call
1-800-225-6265 for information. Distributions will be invested in additional
shares for all tax-sheltered retirement plans.

TAX INFORMATION

The Fund intends to pay dividends semi-annually and to distribute any net
realized capital gains annually. A portion of the Fund's distributions may be
eligible for the corporate dividends-received deduction. Distributions of income
and net short-term capital gains will be taxable as ordinary income.
Distributions of any long-term capital gains are taxable as long-term gains.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

8
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the Fund's
financial performance for the past five years. Certain information in the table
reflects the financial results for a single Fund share. The total returns in
the table represent the rate an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all distributions and not
taking into account a sales charge). This information has been audited by
PricewaterhouseCoopers LLP, independent accountants. The report of
PricewaterhouseCoopers LLP and the Fund's financial statements are incorporated
herein by reference and included in the annual report, which is available on
request. The Fund began offering three classes of shares on September 1, 1997.
Prior to that date, the Fund offered only Class A shares.

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
-------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A CLASS A
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $ 10.360 $16.560 $14.940 $ 9.240 $ 8.330 $ 7.960 $ 8.070
-------- ------- ------- -------- -------- -------- --------
Income (loss) from operations
Net investment income (loss) $ 0.044 $(0.079) $(0.079) $ 0.020 $ 0.043 $ 0.024 $ 0.052
Net realized and unrealized gain (loss) 0.111 0.204 0.174 2.845 1.202 1.086 (0.092)
-------- ------- ------- -------- -------- -------- ---------
Total income (loss) from operations $ 0.155 $ 0.125 $ 0.095 $ 2.865 $ 1.245 $ 1.110 $ (0.040)
-------- ------- ------- -------- -------- -------- ---------
Less distributions
From net investment income $ -- $ -- $ -- $ (0.019) $ (0.035) $ (0.032) $ (0.060)
In excess of net investment income(4) -- -- -- (0.018) -- (0.018) --
From net realized gain (0.195) (0.195) (0.195) (0.890) (0.300) (0.083) (0.010)
In excess of net realized gain(4) -- -- -- (0.762) -- (0.607) --
From paid-in capital -- -- -- (0.056) -- -- --
-------- ------- ------- -------- -------- -------- ---------
Total distributions $ (0.195) $(0.195) $(0.195) $ (1.745) $ (0.335) $ (0.740) $ (0.070)
-------- ------- ------- -------- -------- -------- ---------
Net asset value - End of year $ 10.320 $16.490 $14.840 $ 10.360 $ 9.240 $ 8.330 $ 7.960
-------- ------- ------- -------- -------- -------- ---------
Total return(1) 1.45% 0.72% 0.60% 33.01% 15.38% 15.95% (0.75)%
Ratios/Supplemental Data
Net assets, end of year (000's omitted) $159,602 $17,359 $ 2,316 $165,676 $138,252 $130,966 $130,269
Ratios (as a percentage of average
daily net assets):
Expenses(2) 1.08% 1.93% 1.94% 1.01% 0.98% 0.98% 0.95%
Net investment income (loss) 0.37% (0.48)% (0.51)% 0.19% 0.48% 0.42% 0.61%
Portfolio turnover of the Fund(3) -- -- -- -- -- -- 89%
Portfolio turnover of the Portfolio(3) 55% 55% 55% 28% 62% 84% 4%
</TABLE>

(1) 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 reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the ex-dividend date. Total return is not computed on an
annualized basis.

(2) Includes the Fund's share of the Portfolio's allocated expenses.

(3) Portfolio Turnover of the Fund represents the rate of portfolio activity
for the period while the Fund was making investments directly in
securities. The Fund began investing in the Portfolio on August 2, 1994.

(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.

9
<PAGE>

LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
1-800-225-6265
website: www.eatonvance.com

First Data Investor Services Group
P.O. Box 5123
Westborough, MA 01581-5123
1-800-262-1122

SEC File No. 811-1241 GFP

<PAGE>

LOGO
Investing
for the
21st
Century(R)

EATON VANCE WORLDWIDE
HEALTH SCIENCES FUND

A global growth fund concentrating in health sciences companies

EATON VANCE
INFORMATION AGE FUND

A global growth fund focusing on information age companies

Prospectus Dated
January 1, 1999

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summaries 2 Sales Charges 8
Investment Objectives, Policies and Risks 5 Redeeming Shares 9
Management and Organization 6 Shareholder Account Features 10
Valuing Shares 7 Tax Information 11
Purchasing Shares 7 Financial Highlights 12
- -----------------------------------------------------------------------------------------------
</TABLE>

This prospectus contains important information about the Funds and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARIES

This section summarizes the investment objectives, and principal strategies and
risks of investing in each Fund. Information about the performance, fees and
expenses of each Fund is presented on the pages that follow.

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

EATON VANCE WORLDWIDE HEALTH SCIENCES FUND. The Health Sciences Fund's
investment objective is to seek long-term capital growth by investing in a
global and diversified portfolio of health sciences companies. The Fund invests
primarily in common stocks of companies engaged in the development, production
or distribution of products related to scientific advances in health care. The
Fund invests in companies with a broad range of market capitalizations,
including small companies. The Fund invests in foreign securities and will
normally be invested in at least three different countries. In managing the
portfolio, the portfolio manager looks for stocks that will grow in value over
time, regardless of short-term market fluctuations. The Health Sciences Fund
concentrates (that is, invests at least 25% of its assets) its investments in
medical research and the health care industry, so the Fund could be affected by
any event that adversely affects that sector.

EATON VANCE INFORMATION AGE FUND. The Information Age Fund's investment
objective is to seek long-term capital growth. The Fund invests primarily in
common stocks of information age companies expected to grow in value.
Approximately 50% of total assets will be invested in foreign securities,
including securities issued by companies in emerging markets. The Fund invests
in companies with a broad range of market capitalizations, including smaller
companies. Because of the dynamic nature of many portfolio companies, trading
may be more frequent than mutual funds focusing only on established companies
located in only one country. The Fund does not concentrate (that is, invest 25%
or more of its assets) in any one industry.

Each Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

PRINCIPAL RISK FACTORS

The value of each Fund's shares is sensitive to stock market volatility. If
there is a decline in the value of exchange-listed stocks, the value of Fund
shares will also likely decline. Changes in stock market values can be sudden
and unpredictable. Also, although stock values can rebound, there is no
assurance that values will return to previous levels. Because both Funds can
invest a significant portion of assets in foreign securities, the value of Fund
shares can also be adversely affected by changes in currency exchange rates and
political and economic developments abroad. In emerging or less-developed
countries, these risks can be significant. The securities of smaller companies
are generally subject to greater price fluctuation and investment risk than
securities of more established companies.

The Health Sciences Fund concentrates (that is, invests at least 25% of its
assets) its investments in medical research and the health care industry, so the
Fund will likely be affected by events that adversely affect that sector. The
Health Sciences Fund has historically held fewer than 50 stocks at any one time;
therefore, the Fund is more sensitive to developments affecting particular
stocks than would be a more broadly diversified fund. These developments
include product obsolescence, the failure of the issuer to develop new products
and the expiration of patent rights. The value of Health Sciences Fund shares
can also be impacted by regulatory activities that affect health sciences
companies. For instance, increased regulation can increase the cost of bringing
new products to market and thereby reduce profits.

The Information Age Fund is subject to factors that adversely affect
information-related industries, such as de-regulation of certain of these
industries and product obsolescence due to technological advancements.

No Fund is a complete investment program and you may lose money by investing.
An investment in a Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

2
<PAGE>

Eaton Vance Worldwide Health Sciences Fund

PERFORMANCE INFORMATION. The following bar chart and table provide information
about Health Sciences Fund's performance, including a comparison of the Fund's
performance to the performance of domestic and foreign stock indices. Although
past performance is no guarantee of future results, this performance information
demonstrates the risk that the value of your investment will change. The
following returns are for Class A shares for each calendar year through December
31, 1997 and do not reflect sales charges. If the sales charge was reflected,
the returns would be lower.

2.7% 45.5% 5.4% 42.2% 2.3% 26.4% -6.4% 61.2% 18.4% 10.5%

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997

The Fund's highest quarterly total return was 21.25% for the quarter ended March
31, 1991, and its lowest quarterly return was -16.76% for the quarter ended
September 30, 1990. The year-to-date total return through the end of the most
recent calendar quarter (December 31, 1997 to September 30, 1998) was -2.92%.

<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1997 Year Years Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares -20.8% 11.6% 16.2%
Class B Shares -20.6% 12.5% 16.8%
Class C Shares -16.7% 13.0% 16.9%
Standard & Poor's 500 Index 8.1% 18.3% 17.0%
Morgan Stanley Capital International Europe, Australasia & Far East Index 0.1% 5.8% 6.2%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to September 23, 1996 and January 1, 1998,
respectively, is the performance of Class A shares, adjusted for the sales
charge that applies to Class B or Class C shares (but not adjusted for any other
differences in the expenses of the classes). The Standard & Poor's 500 Index is
an unmanaged index of common stocks trading in the U.S. The MSCI EAFE Index is
an unmanaged index of foreign stocks. Investors cannot invest directly in an
Index. The Fund's performance is compared to the performance of a domestic index
and a foreign index because it invests 50% of its assets in domestic securities
and 50% of its assets in foreign securities.

HEALTH SCIENCES FUND FEES AND EXPENSES. These tables describe the fees and
expenses that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (as a percentage of offering price) 5.75% None None

Maximum Deferred Sales Charge (as a percentage of the
lower of net asset value at time of purchase or
time of redemption) None 5.00% 1.00%

Sales Charge Imposed on Reinvested Distributions None None None

Exchange Fee None None None
</TABLE>

Distribution and Service (12b-1) Fees 0.25% 0.85% 1.00%

Other Expenses 0.44% 0.44% 0.44%
------ ----- -----
Total Annual Fund Operating Expenses 1.83% 2.43% 2.58%
</TABLE>

Long-term shareholders of Class B and Class C shares may pay more than the
economic equivalent of the front-end sales charge permitted by the National
Association of Securities Dealers, Inc.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 750 $ 1,117 $ 1,508 $ 2,599
Class B shares $ 746 $ 1,158 $ 1,496 $ 2,766
Class C shares $ 361 $ 802 $ 1,370 $ 2,915
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 750 $ 1,117 $ 1,508 $ 2,599
Class B shares $ 246 $ 758 $ 1,296 $ 2,766
Class C shares $ 261 $ 802 $ 1,370 $ 2,915
</TABLE>
3
<PAGE>
Eaton Vance Information Age Fund

PERFORMANCE INFORMATION. The following bar chart and table provide information
about Information Age Fund's performance, including a comparison of the Fund's
performance to the performance of a global index of equity securities. Although
past performance is no guarantee of future results, this performance information
demonstrates the risk that the value of your investment will change. The
following returns are for Class B shares for each calendar year through December
31, 1997 and do not reflect sales charges. If the sales charge was reflected,
the returns would be lower.

13.6% 16.9%

1996 1997

The Fund's highest quarterly total return was 12.96% for the quarter ended June
30, 1997, and its lowest quarterly return was -1.77% for the quarter ended
March 31, 1997. The year-to-date total return through the end of the most
recent calendar quarter (December 31, 1997 to September 30, 1998) was 2.45%.

<TABLE>
<CAPTION>
One Life of
Average Annual Total Return as of December 31, 1997 Year Fund
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Class A Shares -3.6% 9.0%
Class B Shares -2.8% 9.9%
Class C Shares 1.0% 10.6%
MSCI World Index 0.0% N/A
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class A and Class C performance
shown above for the period prior to September 18, 1995 and November 22, 1995,
respectively, is the performance of Class B shares, adjusted for the sales
charge that applies to Class A or Class C shares (but not adjusted for any other
differences in the expenses of the classes). Class B shares commenced
operations on September 18, 1995. Life of Fund returns are calculated from
September 30, 1995. The Morgan Stanley Capital International (MSCI) World Index
is an unmanaged index of global stocks. Investors cannot invest directly in an
Index.

INFORMATION AGE FUND FEES AND EXPENSES. These tables describe the fees and
expenses that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (as a percentage of offering price) 5.75% None None

Maximum Deferred Sales Charge (as a percentage of the
lower of net asset value at time of purchase or
time of redemption) None 5.00% 1.00%

Sales Charge Imposed on Reinvested Distributions None None None

Exchange Fee None None None
</TABLE>

Distribution and Service (12b-1) Fees 0.50% 0.94% 1.00%

Other Expenses 0.93% 0.93% 0.93%
----- ----- -----
Total Annual Fund Operating Expenses 2.68% 3.12% 3.18%
</TABLE>

Long-term shareholders of Class B and Class C shares may pay more than the
economic equivalent of the front-end sales charge permitted by the National
Association of Securities Dealers, Inc.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 831 $ 1,359 $ 1,913 $ 3,414
Class B shares $ 815 $ 1,363 $ 1,835 $ 3,430
Class C shares $ 421 $ 980 $ 1,664 $ 3,485
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A shares $ 831 $ 1,359 $ 1,913 $ 3,414
Class B shares $ 315 $ 963 $ 1,635 $ 3,430
Class C shares $ 321 $ 980 $ 1,664 $ 3,485
</TABLE>

4
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RISKS

HEALTH SCIENCES FUND. The Health Sciences Fund's investment objective is to
seek long-term capital growth by investing in a global and diversified portfolio
of health sciences companies. The Fund currently seeks to meet its investment
objective by investing in the Health Sciences Portfolio, a separate open-end
investment company that has the same objective and policies as the Fund. The
Fund's objective and policies may be changed without shareholder approval.
There is no present intention to make any such change and any proposed material
change in investment objective will be submitted to shareholders in advance for
their approval.

The Health Sciences Portfolio invests at least 65% of total assets in securities
(primarily common stocks) of companies principally engaged in the development,
production or distribution of products or services related to scientific
advances in health care, including biotechnology, diagnostics, managed health
care, medical equipment and supplies, and pharmaceuticals. At the time the
Health Sciences Portfolio makes an investment, 50% or more of the 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.

Many health sciences 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
sciences 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.

The portfolio manager seeks to purchase stocks that are favorably priced in
relation to their fundamental value, and which will grow in value over time. In
making each investment decision, the portfolio manager may draw upon the
information provided by, and the expertise of, the investment adviser's research
staff. The stock selection process will be based on numerous factors including
potential to increase market share (for larger companies), and the potential of
research and development projects (for smaller companies). The stock selection
process is highly subjective.

INFORMATION AGE FUND. The Information Age Fund's investment objective is to
achieve long-term capital growth. The Fund currently seeks to meet its
investment objective by investing in the Information Age Portfolio, a separate
open-end investment company that has the same objective and policies as the
Fund. The Fund's objective and policies may be changed without shareholder
approval. There is no present intention to make any such change and any
proposed material change in investment objective will be submitted to
shareholders in advance for their approval.

The Information Age Portfolio invests in a global and diversified portfolio of
common stocks of companies in information-related industries. These
"information age" companies are companies that may be engaged in providing
information services, such as telephone, 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 telephone 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 will invest at least 65% of total assets in securities of information
age companies.

The Information Age Portfolio may invest in securities of both established and
emerging companies operating in developed and emerging economies. Many
information age companies are subject to substantial government regulations that
can affect their prospects. The enforcement of patent, trademark and other
intellectual property laws will affect the value of many such companies. To
reduce risk, the portfolio managers normally diversify investments by
capitalization, geographical location and industry. The Portfolio does not
concentrate in any one industry. A portfolio manager may use hedging techniques
(such as forward contracts and options) to attempt to mitigate adverse effects
of foreign currency fluctuations.

The portfolio managers seek to purchase stocks that are favorably priced in
relation to their fundamental value, and which will grow in value over time.

5
<PAGE>

Because the value of information age companies will fluctuate in response to
technological and regulatory developments, the portfolio manager will generally
sell a stock when he believes it has attained its optimum value. Therefore, the
Information Age Portfolio's annual portfolio turnover rate may exceed 100%. A
fund with high turnover (100% or more) pays more commissions and may generate
more capital gains than a fund with a lower rate. Paying more commissions may
also reduce return. Capital gains distributions will reduce after tax returns
for shareholders holding the Fund in taxable accounts.

COMMON INVESTMENT PRACTICES. Each Portfolio may invest in 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, and they may be dependent on a limited management group. There is
generally less publicly available information about such companies than larger,
more established companies. The Health Sciences Portfolio may make direct
investments in companies in private placement transactions. Because of the
absence of any public trading market for some of these investments (such as
those that are legally restricted) it may take longer to liquidate these
positions at fair value than would be the case for publicly traded securities.

The 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 companies will usually involve currencies
of foreign countries, the value of assets of the Portfolio as measured by U.S.
dollars may be adversely affected by changes in currency exchange rates. Such
rates may fluctuate significantly over short periods of time causing 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 affected by other factors
not present in the United States, including expropriation, armed conflict,
confiscatory taxation, lack of uniform accounting and auditing standards, less
publicly available financial and other information and potential difficulties in
enforcing contractual obligations. Transactions in the securities of foreign
issuers could be subject to settlement delays and risk of loss.

During unusual market conditions, each Portfolio may temporarily invest up to
100% of its assets in cash or cash equivalents (such as commercial paper). Each
Portfolio may also temporarily borrow at any time up to 5% of the value of its
total assets to satisfy redemption requests or settle securities transactions.

Like most mutual funds, the Funds and Portfolios rely on computers in conducting
daily business and processing information. There is a concern that on January
1, 2000 some computer programs will be unable to recognize the new year and as a
consequence computer malfunctions will occur. Eaton Vance is taking steps that
it believes are reasonably designed to address this potential problem and to
obtain satisfactory assurance from other service providers to the Funds and the
Portfolios that they are also taking steps to address the issue. There can,
however, be no assurance that these steps will be sufficient to avoid any
adverse impact on the Funds and the Portfolios or shareholders. The Year 2000
concern may also adversely impact issuers of securities held by a Portfolio.

MANAGEMENT AND ORGANIZATION

MANAGEMENT. Boston Management and Research ("BMR"), 24 Federal Street, Boston,
MA 02110, and Lloyd George Investment Management (Bermuda) Limited ("Lloyd
George"), 3808 One Exchange Square, Central Hong Kong, co-manage the Information
Age Portfolio, with non-U.S. assets managed by Lloyd George and U.S. assets
managed by BMR. OrbiMed Advisors, Inc. ("OrbiMed"), 767 3rd Avenue, New York, NY
10017, manages the Health Sciences Portfolio. Eaton Vance Management ("Eaton
Vance") manages each Fund and serves as administrator to each Portfolio. Each
investment adviser manages Portfolio investments and provides related office
facilities and personnel.

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 Information Age Portfolio up to $500 million. This fee declines
at intervals above $500 million. For the fiscal year ended August 31, 1998, the
Information Age Portfolio paid advisory fees of 0.75% of its average daily net
assets.

Duncan W. Richardson and Jacob Rees-Mogg are the portfolio managers of the
Information Age Portfolio (since it commenced operations). Mr. Richardson also
manages other Eaton Vance portfolios, has been an employee of Eaton Vance for at
least 5 years, and is a Vice President of Eaton Vance and of BMR. Mr. Rees-Mogg
is an Investment Manager for Lloyd George and has been employed by Lloyd George
for at least 5 years.

6
<PAGE>

OrbiMed receives a monthly fee of 1.00% of the Health Sciences Portfolio's
average daily net assets up to $30 million of assets, 0.90% of the next $20
million of assets, and 0.75% on assets in excess of $50 million. The fee rate
declines for net assets of $500 million and greater. OrbiMed may receive a
performance-based adjustment of up to 0.25% of the average daily net assets of
the Health Sciences Portfolio based upon its investment performance compared to
the Standard & Poor's Index of 500 Common Stocks over specified periods. For
the fiscal year ended August 31, 1998, the Portfolio paid advisory fees of
0.64% of its average daily net assets. OrbiMed has agreed to pay Eaton Vance
Distributors, Inc. one-third of its advisory fee receipts from its own resources
for EVD's activities as Portfolio placement agent.

Samuel D. Isaly is the portfolio manager of the Health Sciences Portfolio (since
it commenced operations). He is Managing Partner of OrbiMed and has been
employed by OrbiMed (or its predecessor) for at least 5 years. OrbiMed is an
investment advisory firm registered with the Securities and Exchange Commission.
Mr. Isaly has provided investment advisory services since 1989.

Eaton Vance has been managing assets since 1924 and managing mutual funds since
1931. Eaton Vance and its subsidiaries currently manage over $30 billion on
behalf of mutual funds, institutional clients and individuals. Lloyd George and
its affiliates act as investment adviser to various individual and institutional
clients and manage $1.3 billion in assets. Eaton Vance's corporate parent owns
21% of Lloyd George's corporate parent. Lloyd George, its affiliates and two of
the Information Age Portfolio's Trustees are domiciled outside of the United
States. Because of this, it would be difficult for the Portfolio to bring a
claim or enforce a judgment against them.

Eaton Vance manages the business affairs of the Funds and administers the
business affairs of the Portfolios. For these services, Eaton Vance receives a
monthly fee from each Fund and Portfolio of 1/48 of 1% (equal to 0.25% annually)
of average daily net assets up to $500 million. This fee declines at intervals
above $500 million. For the fiscal year ended August 31, 1998, Eaton Vance
earned management fees of 0.25% of each Fund's average daily net assets and
administration fees of 0.25% of each Portfolio's average daily net assets.
Eaton Vance has agreed to waive its fees and/or reimburse Health Sciences Fund
for operating expenses to maintain an annual expense ratio for the Class A
shares of 2.00% or less until August 31, 1999.

Each investment adviser and each Fund and Portfolio has adopted Codes of Ethics
governing personal securities transactions. Under the Codes, employees of the
investment adviser and Eaton Vance may purchase and sell securities (including
securities held by a Portfolio) subject to cerain reporting requirements and
other procedures.

ORGANIZATION. Each Fund is a series of Eaton Vance Growth Trust, a Massachusetts
business trust. The Funds do not hold annual shareholder meetings, but may hold
special meetings for matters that require shareholder approval (like electing or
removing trustees, approving management contracts or changing investment
policies that may only be changed with shareholder approval). Because a Fund
invests in a Portfolio, it may be asked to vote on certain Portfolio matters
(like changes in certain Portfolio investment restrictions). When necessary, a
Fund will hold a meeting of its shareholders to consider the Portfolio matter
and then vote its interest in the Portfolio in proportion to the votes cast by
its shareholders. A Fund can withdraw from a Portfolio at any time.

Because the Funds use this combined prospectus, a Fund could be held liable for
a misstatement or omission made about another Fund. The Trust's Trustees
considered this in approving the use of a combined prospectus.

VALUING SHARES

Each Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The price of
Fund shares is their net asset value, which is derived from Portfolio holdings.
Exchange-listed securities are valued at closing sale prices; however, an
investment adviser may use the fair value of a security if events occurring
after the close of an exchange would materially affect net asset value. Because
foreign securities trade on days when Fund shares are not priced, net asset
value can change at times when Fund shares cannot be redeemed.

Your investment dealer must communicate your order to the principal underwriter
by a specific time each day to receive that day's public offering price per
share. It is the investment dealer's responsibility to transmit orders
promptly. Each Fund may accept purchase and redemption orders as of the time of
their receipt by certain investment dealers (or their designated
intermediaries).

PURCHASING SHARES

You may purchase Fund shares through your investment dealer or by mailing the
account application form included in this prospectus to the transfer agent (see

7
<PAGE>

back cover for address). Your initial investment must be at least $1,000. The
price of Class A shares is the net asset value plus a sales charge. The price of
Class B and Class C shares is the net asset value; however, you may be subject
to a sales charge (called a "contingent deferred sales charge" or "CDSC") if you
redeem Class B shares within six years of purchase or Class C shares within one
year of purchase. The sales charges are described below. Your investment dealer
can help you decide which class of shares suits your investment needs.

You may purchase Fund shares for cash or in exchange for securities. Please
call 1-800-225-6265 for information about exchanging securities for Fund shares.
If you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. A Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

SALES CHARGES

Front-End Sales Charge. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

<TABLE>
<CAPTION>
Sales Charge Sales Charge Dealer Commission
as Percentage of as Percentage of Net as a Percentage of
Amount of Purchase Offering Price Offering Price Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <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

* No sales charge is payable at the time of purchase on investments of $1 million or more.
A CDSC of 1.00% will be imposed on such investments (as described below) in the event of r
edemptions within 12 months of purchase.
</TABLE>

CONTINGENT DEFERRED SALES CHARGE. Each Class of shares is subject to a CDSC on
certain redemptions. If Class A shares are purchased at net asset value
because the purchase amount is $1 million or more, they are subject to a 1.00%
CDSC if redeemed within 12 months of purchase. Class C shares are subject to a
1.00% CDSC if redeemed within 12 months of purchase. Class B shares are subject
to the following CDSC schedule:

8
<PAGE>

Reducing or Eliminating Sales Charges. Front-end sales charges may be reduced
under the right of accumulation or under a statement of intention. Under the
right of accumulation, sales charges are reduced if the current market value of
your current holdings (shares at current offering price), plus your new
purchases, reach $50,000 or more. Class A shares of other Eaton Vance funds
owned by you can be included in your current holdings. Under a statement of
intention, purchases of $50,000 or more made over a 13-month period are eligible
for reduced sales charges. The principal underwriter may hold 5% of the dollar
amount to be purchased in escrow in the form of shares registered in your name
until the statement is satisfied or the thirteen-month period expires. See the
account application for details.

DISTRIBUTION AND SERVICE FEES. The Funds have adopted plans under Rule 12b-1
that allow the Funds to pay distribution fees for the sale and distribution of
shares (so called "12b-1 fees"). Class B and Class C shares pay distribution
fees of .75% of average daily net assets annually. Information Age Class A
shares pay a distribution fee of .50% of average daily net assets on shares
outstanding for less than twelve months and a distribution fee of 0.25% on
shares outstanding for more than twelve months. Health Sciences Class A shares
pay a distribution fee of 0.25% of average daily net assets. Because these
fees are paid from Fund assets on an ongoing basis, they will increase your cost
over time and may cost you more than paying other types of sales charges. All
classes (except Health Sciences Class A shares) pay service fees for personal
and/or account services not exceeding .25% of average daily net assets annually.
Class B and Information Age Class A shares only pay service fees on shares that
have been outstanding for twelve months.

REDEEMING SHARES

You can redeem shares in any of the following ways:

9
<PAGE>

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

*Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.

*Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.

*Cash Option Dividends and capital gains are paid in cash.

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

TAX-SHELTERED RETIREMENT PLANS. Class A and Class C shares are available for
purchase in connection with certain tax-sheltered retirement plans. Call
1-800-225-6265 for information. Distributions will be invested in additional
shares for all tax-sheltered retirement plans.

10
<PAGE>

principal underwriter follow these procedures, they will not be responsible for
unauthorized telephone transactions and you bear the risk of possible loss
resulting from telephone transactions. You may decline the telephone redemption
option on the account application. Telephone instructions are tape recorded.

TAX INFORMATION

Each Fund pays dividends at least once annually and intends to pay capital gains
annually. Distributions of income and net short-term capital gains will be
taxable as ordinary income. Distributions of any long-term capital gains are
taxable as long-term gains. A portion of each Fund's distributions may be
eligible for the corporate dividends-received deduction.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

11
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand a Fund's financial
performance for the past five years. Certain information in the tables reflects
the financial results for a single Fund share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
the Fund (assuming reinvestment of all distributions and not taking into account
a sales charge). This information has been audited by PricewaterhouseCoopers
LLP, independent accountants. The report of PricewaterhouseCoopers LLP and each
Fund's financial statements are incorporated by reference and included in the
Funds' annual report, which is available on request. The Information Age Fund
began offering Class A, Class B and Class C shares on September 1, 1997. Prior
to that date, that Fund offered only Class B shares. The Health Sciences Fund
began offering Class A and Class B shares on September 1, 1997 and Class C
shares on January 1, 1998. Prior to that date, that Fund offered only Class A
shares.

<TABLE>
<CAPTION>
HEALTH SCIENCES FUND
--------------------------------------------------------------------------------
YEAR ENDED AUGUST 31,
--------------------------------------------------------------------------------
1998 1997 1996 1995 1994
--------------------------------------------------------------------------------
CLASS A CLASS B CLASS C(1) CLASS A CLASS A CLASS A CLASS A
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $14.930 $11.680 $10.000 $13.540 $11.710 $ 9.150 $ 9.640
------- ------- ------- ------- ------- ------- -------
Income (loss) from operations
Net investment income $(0.209) $(0.204) $(0.076) $(0.133) $(0.230) $(0.170) $(0.160)
Net realized and unrealized gain (loss) (2.171) (1.716) (1.464) 1.818 3.460 3.410 0.430
------- ------- ------- ------- ------- ------- -------
Total income (loss) from operations $(2.380) $(1.920) $(1.540) $ 1.685 $ 3.230 $ 3.240 $ 0.270
------- ------- ------- ------- ------- ------- -------
Less distributions
From net realized gain $ -- $ -- $ -- $(0.295) $(1.400) $(0.680) $(0.760)
------- ------- ------- ------- ------- ------- -------
Total distributions $ -- $ -- $ -- $(0.295) $(1.400) $(0.680) $(0.760)
------- ------- ------- ------- ------- ------- -------
Net asset value - End of year $12.550 $ 9.760 $ 8.460 $14.930 $13.540 $11.710 $ 9.150
======= ======= ======= ======= ======= ======= =======
Total return(3) (15.94)% (16.44)% (15.40)% 17.67% 31.04% 38.13% 2.69%
Ratios/Supplemental Data+
Net assets, end of year (000's omitted) $66,831 $75,111 $ 1,905 $88,349 $55,016 $17,690 $13,231
Ratios (as a percentage of average daily net
assets):
Expenses(5) 1.83% 2.43% 2.67%++ 2.07% 2.21% 2.44% 2.50%
Expenses after custodian fee reduction(4)(5) 1.69% 2.29% 2.53%++ 2.00% 2.19% -- --
Net investment income (1.21)% (1.80)% (1.84)%++ (1.60)% (1.81)% (1.80)% (1.65)%
Portfolio turnover of the Fund(6) -- -- -- -- 66% 45% 49%
Portfolio turnover of the Portfolio(6) 34% 34% 34% 14% -- -- --

+ The operating expenses of the Fund reflect a reduction of the investment
adviser fee, an allocation of expenses to the manager or administrator, or
both. Had such action not been taken, the ratios and investment income per
share would have been as follows:

Ratios (as a percentage of average daily net assets):
Expenses(5) 2.29% -- -- 2.67%
Expenses after custodian fee reduction(4)(5) 2.22% -- -- --
Net investment income (1.82)% -- -- (1.82)%
Net investment income per share $(0.151) -- -- --

(See footnotes on last page.)
</TABLE>
12
<PAGE>

FINANCIAL HIGHLIGHTS (continued)

<TABLE>
<CAPTION>
INFORMATION AGE FUND
----------------------------------------------------------
YEAR ENDED AUGUST 31,
----------------------------------------------------------
1998 1997 1996(1)(2)
----------------------------------------------------------
CLASS A CLASS B CLASS C CLASS B CLASS B
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $11.970 $12.310 $12.020 $11.040 $10.000
------- ------- ------- ------- -------
Income (loss) from operations
Net investment income $(0.156) $(0.210) $(0.205) $(0.178) $(0.134)
Net realized and unrealized gain (loss) 0.431 0.465 0.440 2.490 1.174
------- ------- ------- ------- -------
Total income (loss) from operations $ 0.275 $ 0.255 $ 0.235 $ 2.312 $ 1.040
------- ------- ------- ------- -------
Less distributions
From net investment income $(0.535) $(0.535) $(0.535) $(1.042) --
------- ------- ------- ------- -------
Total distributions $(0.535) $(0.535) $(0.535) $(1.042) --
------- ------- ------- ------- -------
Net asset value - End of year $11.710 $12.030 $11.720 $12.310 $11.040
======= ======= ======= ======= =======
Total return(3) 2.32% 2.08% 1.96% 20.79% 10.40%
Ratios/Supplemental Data
Net assets, end of year (000's omitted) $12,263 $30,331 $ 2,531 $29,037 $21,800
Ratios (as a percentage of average
daily net assets):
Net expenses(5) 2.68% 3.12% 3.20% 3.19% 2.96%++
Net investment income (1.20)% (1.64)% (1.72)% (1.67)% (1.34)%++
Portfolio turnover of the Portfolio 157% 157% 157% 160% 115%
</TABLE>

++ Computed on an annualized basis.

(1) For the Information Age Fund for the period from the start of business,
September 18, 1995, to August 31, 1996 and for the Health Sciences Fund for
the period from the start of business, January 5, 1998, to August 31, 1998.

(2) Computed using average shares outstanding.

(3) 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 reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the record date. Total return is not computed on an
annualized basis.

(4) The expense ratios for the year ended August 31, 1996 and periods
thereafter 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 the prior periods have not been
adjusted to reflect this change.

(5) Includes the Fund's share of its Portfolio's allocated expenses since the
Fund transferred all of its assets to the Portfolio.

(6) Portfolio Turnover of the Fund represents the rate of portfolio activity
for the period while the Fund was making investments directly in
securities. The Portfolio Turnover of the Portfolio represents the rate of
portfolio activity for the period since the Fund transferred all of its
assets to the Portfolio.

13
<PAGE>

LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

About the Funds: More information is available in the statement of
additional information. The statement of additional information is
incorporated by reference into this prospectus. Additional
information about each Portfolio's investments is available in the
annual and semi-annual reports to shareholders. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected each Fund's
performance during the past year. You may obtain free copies of the
statement of additional information and the shareholder reports by
contacting:

Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about each Fund at the
Securities and Exchange Commission's public reference room in
Washington, DC (call 1-800-SEC-0330 for information); on the SEC's
Internet site (http://www.sec.gov); or upon payment of copying fees
by writing to the SEC's public reference room in Washington, DC
20549-6009.

First Data Investor Services Group
P.O. Box 5123
Westborough, MA 01581-5123
1-800-262-1122

SEC File No. 811-1241 1/1COMBP

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
January 1, 1999

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

This Statement of Additional Information ("SAI") provides general
information about the Fund and the Portfolio. The Fund is a series of Eaton
Vance Growth Trust. Capitalized terms used in this SAI and not otherwise
defined have the meanings given to them in the prospectus. This SAI contains
additional information about:

Page
Strategies and Risks .............................................. 1
Investment Restrictions ........................................... 6
Management and Organization ....................................... 7
Investment Advisory and Administrative Services ................... 12
Other Service Providers ........................................... 14
Purchasing and Redeeming Shares ................................... 15
Sales Charges ..................................................... 17
Performance ....................................................... 20
Taxes ............................................................. 21
Portfolio Security Transactions ................................... 23
Financial Statements .............................................. 26

Appendices:
A: Class A and Class B Fees and Ownership ......................... a-1
B: Asian Region Countries ......................................... b-1

THIS 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, 1999, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED
HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS, WHICH MAY BE OBTAINED BY CALLING 1-800-225-6265.
<PAGE>

STRATEGIES AND RISKS

ASIAN REGION RISKS. The Portfolio will, under normal market conditions,
invest at least 65% of its total assets in equity securities of Asian small
companies. Such companies will (a) have a market capitalization equivalent to
less than $600 million and (b) be located in or have securities which are
principally traded in an Asian Region country. Such securities are typically
listed on stock exchanges or traded in over-the-counter markets in countries
in the Asian Region. The principal offices of these companies, however, may be
located outside these countries. The Portfolio may invest 25% or more of its
total assets in the securities of issuers located in any one country, and may
retain securities of a company with market capitalization that grows over the
$600 million level. While there is no minimum or maximum limitation on assets
that may be invested in a single country, the Adviser currently anticipates
Hong Kong will represent more than 25% of total assets.

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

In addition to its investments in equity securities, the Portfolio may
invest up to 5% of its net assets in options on equity securities and up to 5%
of its net assets in warrants, including options and warrants traded in over-
the-counter markets. The Portfolio will not, under normal market conditions,
invest more than 35% of its total assets in equity securities other than Asia
small company investments, warrants, options on securities and indices,
options on currency, futures contracts and options on futures, forward foreign
currency exchange contracts, currency swaps and any other non-equity
investments. The Portfolio will not invest in debt securities, other than
investment grade convertible debt instruments. The Portfolio may temporarily
borrow up to 5% of the value of its total assets to satisfy redemption
requests or settle securities transactions.

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

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

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

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

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

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

The Portfolio's investments will include investments in smaller, less
seasoned companies for which there is less publicly available information than
larger, more established companies. The securities of these companies, which
may include legally restricted securities, are generally subject to greater
price fluctuations, limited liquidity, higher transaction costs and higher
investment risk. These companies may have limited product lines, markets or
financial resources, or they may be dependent on a limited management group.
Investments in smaller companies may involve a high degree of business and
financial risk that can result in substantial losses. Because of the absence
of any public trading market for some of these investments, the Portfolio may
take longer to liquidate these positions at fair value than would be the case
for publicly traded securities. Furthermore, issuers whose securities are not
publicly traded may not be subject to investor protection requirements
applicable to publicly traded securities.

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

American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global Depositary
Receipts (GDRs), are certificates evidencing ownership of shares of a foreign
issuer. These certificates are issued by depository banks and generally trade
on an established market in the United States or elsewhere. The underlying
shares are held in trust by a custodian bank or similar financial institution
in the issuer's home country. The depository bank may not have physical
custody of the underlying securities at all times and may charge fees for
various services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying foreign
securities in their national markets and currencies. However, ADRs continue to
be subject to many of the risks associated with investing directly in foreign
securities. These risks include foreign exchange risk as well as the political
and economic risks of the underlying issuer's country.

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

The Adviser intends, as of the date of this SAI, not to invest in issuers
located in Vietnam, Cambodia, Laos or former Burma and to invest no more than
1% of total assets in Bangladesh issuers.

FOREIGN CURRENCY TRANSACTIONS. Forward foreign currency exchange contracts
are individually negotiated and privately traded by currency traders and their
customers. A forward contract involves an obligation to purchase or sell a
specific currency (or basket of currencies) for an agreed price at a future
date, which may be any fixed number of days from the date of the contract. The
Portfolio may engage in cross-hedging by using forward contracts in one
currency (or basket of currencies) to hedge against fluctuations in the value
of securities denominated in a different currency if the Adviser determines
that there is an established historical pattern of correlation between the two
currencies (or the basket of currencies and the underlying currency). Use of a
different foreign currency magnifies the Portfolio's exposure to foreign
currency exchange rate fluctuations. The Portfolio may also use forward
contracts to shift its exposure to foreign currency exchange rate changes from
one currency to another.

The value of the assets of the Portfolio as measured in U.S. dollars may
be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations. Currency exchange rates can also be
affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or
political developments in the U.S. or abroad. The Portfolio may conduct its
foreign currency exchange transactions on a spot (i.e., cash) basis at the
spot rate prevailing in the foreign currency exchange market or through
entering into swaps, forward contracts, options or futures on currency. In
spot transactions, foreign exchange dealers do not charge a fee for
conversion, but they do realize a profit based on the difference (the
"spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the
Portfolio at one rate, while offering a lesser rate of exchange should the
Portfolio desire to resell that currency to the dealer.

The Portfolio may enter into currency swaps for both hedging and non-
hedging purposes. Currency swaps involve the exchange of rights to make or
receive payments in specified currencies. Since currency swaps are
individually negotiated, the Portfolio expects to achieve an acceptable degree
of correlation between its portfolio investments and its currency swap
positions. Currency swaps usually involve the delivery of the entire principal
value of one designated currency in exchange for the other designated
currency. Therefore, the entire principal value of a currency swap is subject
to the risk that the other party to the swap will default on its contractual
delivery obligations. The use of currency swaps is a highly specialized
activity which involves special investment techniques and risks. If the
Adviser is incorrect in its forecasts of market values and currency exchange
rates, the Portfolio's performance will be adversely affected. Currency swaps
require maintenance of a segregated account as described under "Asset Coverage
Requirements" below. The Portfolio will not enter into any currency swap
unless the credit quality of the unsecured senior debt or the claims-paying
ability of the other party thereto is considered to be investment grade by the
Adviser.

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

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

DERIVATIVE INSTRUMENTS. The Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return (which may be
considered speculative), to hedge against fluctuations in securities prices,
interest rates or currency exchange rates, or as a substitute for the purchase
or sale of securities or currencies. The Portfolio's transactions in
derivative instruments may be in the U.S. or abroad and may include the
purchase or sale of futures contracts on securities, securities indices, other
indices, other financial instruments or currencies; options on futures
contracts; exchange-traded and over-the-counter options on securities, indices
or currencies; and forward foreign currency exchange contracts. The Portfolio
incurs transaction costs in opening and closing positions in derivative
instruments. The use of futures for nonhedging purposes is limited by
regulations of the Commodity Futures Trading Commission. There can be no
assurance that the Adviser's use of derivative instruments will be
advantageous to the Portfolio.

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

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

ASSET COVERAGE REQUIREMENTS. Transactions involving reverse repurchase
agreements, currency swaps, forward contracts or futures contracts and options
(other than options that the Portfolio has purchased) expose the Portfolio to
an obligation to another party. The Portfolio will not enter into any such
transactions unless it owns either (1) an offsetting ("covered") position in
securities, currencies, or other options, futures contracts or forward
contracts, or (2) cash or liquid securities (such as readily marketable
securities and money market instruments) with a value sufficient at all times
to cover its potential obligations not covered as provided in (1) above. (Only
the net obligation of a swap will be covered.) The Portfolio will comply with
Commission guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash or liquid securities in a segregated
account with its custodian in the prescribed amount. The securities in the
segregated account will be marked to market daily.

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

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS. The Portfolio does not intend
to write a covered option on any security if after such transaction more than
15% of its net assets, as measured by the aggregate value of the securities
underlying all covered calls and puts written by the Portfolio, would be
subject to such options. The Portfolio will only write a put option on a
security which it intends to ultimately acquire for its portfolio. The
Portfolio does not intend to purchase any options if after such transaction
more than 5% of its net assets, as measured by the aggregate of all premiums
paid for all such options held by the Portfolio, would be so invested. The
Portfolio may enter into futures contracts (and options thereon) traded on a
foreign exchange, only if the Adviser determines that trading on 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 United States CFTC-regulated exchanges.

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

REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase agreements
(the purchase of a security coupled with an agreement to resell at a higher
price) with respect to its permitted investments. In the event of the
bankruptcy of the other party to a repurchase agreement, the Portfolio might
experience delays in recovering its cash. To the extent that, in the meantime,
the value of the securities the Portfolio purchased may have decreased, the
Portfolio could experience a loss. At no time will the Portfolio commit more
than 15% of its net assets to repurchase agreements which mature in more than
seven days and other illiquid securities. The Portfolio's repurchase
agreements will provide that the value of the collateral underlying the
repurchase agreement will always be at least equal to the repurchase price,
including any accrued interest earned on the repurchase agreement, and will be
marked to market daily.

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

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

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity
of one year or less). A 100% annual turnover rate could occur, for example, if
all the securities in the portfolio were replaced once in a period of one
year. A high turnover rate (100% or more) necessarily involves greater
expenses to the Portfolio. Short-term trading may be advisable in light of a
change in circumstances of a particular company or within a particular
industry, or in light of general market, economic or political conditions.
High portfolio turnover may also result in the realization of substantial net
short-term capital gains.

LENDING PORTFOLIO SECURITIES. The Portfolio may seek to increase its income
by lending portfolio securities to broker-dealers or other institutional
borrowers. Under present regulatory policies of the Commission, such loans are
required to be secured continuously by collateral in cash, cash equivalents or
U.S. Government securities held by the Portfolio's custodian and maintained on
a current basis at an amount at least equal to market value of the securities
loaned, which will be marked to market daily. Cash equivalents include short-
term municipal obligations as well as taxable certificates of deposit,
commercial paper and other short-term money market instruments. The financial
condition of the borrower will be monitored by the Adviser on an ongoing
basis. The Portfolio would continue to receive the equivalent of the interest
or dividends paid by the issuer on the securities loaned and would also
receive a fee, or all or a portion of the interest on investment of the
collateral. The Portfolio would have the right to call a loan and obtain the
securities loaned at any time on up to five business days' notice. The
Portfolio would not have the right to vote any securities having voting rights
during the existence of a loan, but could call the loan in anticipation of an
important vote to be taken among holders of the securities or the giving or
holding of their consent on a material matter affecting the investment. If the
Adviser decides to make securities loans, it is intended that the value of the
securities loaned would not exceed one-third of the Portfolio's total assets.
As with other extensions of credit there are risks of delay in recovery or
even loss of rights in the securities loaned if the borrower of the securities
fails financially. However, the loans will be made only to organizations
deemed by the Adviser to be sufficiently creditworthy and when, in the
judgment of the Adviser, the consideration which can be earned from securities
loans of this type justifies the attendant risk. Securities lending involves
administration expenses including finders fees.

OTHER INVESTMENT COMPANIES. The Portfolio reserves the right to invest up to
10% of its total assets, calculated at the time of purchase, in the securities
of other investment companies unaffiliated with the Adviser or the Manager
that have the characteristics of closed-end investment companies. The
Portfolio will indirectly bear its proportionate share of any management fees
paid by investment companies in which it invests in addition to the advisory
fee paid by the Portfolio. The value of closed-end investment company
securities, which are usually traded on an exchange, is affected by demand for
the securities themselves, independent of the demand for the underlying
portfolio assets and, accordingly, such securities can trade at a discount
from their net asset values.

INVESTMENT POLICIES. The Fund and the Portfolio have adopted certain
fundamental investment restrictions and policies which are enumerated in
detail in the Statement of Additional Information and which may not be changed
unless authorized by a shareholder vote and an investor vote, respectively.
Except with respect to the Portfolio's borrowing limitation, 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. As a matter of fundamental policy the Portfolio will invest
less than 25% of its total assets in the securities, other than U.S.
Government securities, of issuers in any one industry. However, the Portfolio
is permitted to invest 25% or more of its total assets in (i) the securities
of issuers located in any one country in the Asian Region and (ii) assets
denominated in the currency of any one country.

Except for the fundamental investment restrictions and policies
specifically identified above and those enumerated in the Statement of
Additional Information, the investment objective and policies of the Fund and
the Portfolio are not fundamental policies and accordingly may be changed by
the Trustees of the Trust and the Portfolio without obtaining the approval of
the shareholders of the Fund or the interestholders in the Portfolio, as the
case may be. The Portfolio may lend portfolio securities and engage in
repurchase agreements and reverse repurchase agreements but the Adviser has no
current intention to do so.

INVESTMENT RESTRICTIONS

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

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

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

(3) Underwrite securities of other issuers;

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

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

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

(7) Concentrate its investments in any particular industry, but, if deemed
appropriate for the Fund's objective, up to 25% of the value of its assets may
be invested in securities of companies in any one industry (although more than
25% may be invested in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities).

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

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

The Fund and the Portfolio have adopted the following investment policies
which may be changed by the Trustees with respect to the Fund without approval
by the Fund's shareholders or with respect to the Portfolio without approval
of the Fund or its other investors. The Fund and the Portfolio will not:

(a) invest more than 15% of its net assets in investments which are
not readily marketable, including restricted securities and repurchase
agreements with a maturity longer than seven days. Restricted securities
for the purposes of this limitation do not include securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the
Board of Trustees of the Trust or the Portfolio, or their delegate,
determines to be liquid. If the Fund or Portfolio invests in Rule 144A
Securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such
securities; or

(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 Portfolio's or the Fund's total assets, as the case may be.

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 below investment grade made by a rating service, will
not compel the Fund or the Portfolio, as the case may be, to dispose of such
security or other asset. Nevertheless, under normal market conditions the Fund
and the Portfolio must take actions necessary to comply with its policy of
investing at least 65% of total assets in equity securities of Asian small
companies and not investing more than 15% of net assets in illiquid
securities. Moreover, the Fund and the Portfolio must always be in compliance
with its borrowing policy set forth above.

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

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers
of the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is 24 Federal Street, Boston, Massachusetts 02110. The
business address of the Adviser is 3808 One Exchange Square, Central Hong
Kong. Those Trustees who are "interested persons" of the Trust or the
Portfolio, as defined in the 1940 Act, are indicated by an asterisk(*).

JAMES B. HAWKES (57), President of the Trust, Vice President of the Portfolio
and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR and their
corporate parent (EVC and EV); Director of EVC and EV. Trustee and officer
of various investment companies managed by Eaton Vance or BMR. Director of
Lloyd George Management (B.V.I.) Limited.

HON. ROBERT LLOYD GEORGE (46), President and Trustee of the Portfolio*
Chairman and Chief Executive of Lloyd George Management (B.V.I.) Limited.
Chairman and Chief Executive Officer of the Adviser. Managing Director of
Indosuez Asia Investment Services, Ltd. from 1984 to 1991.
Address: 3808 One Exchange Square, Central, Hong Kong

JESSICA M. BIBLIOWICZ (38), Trustee of the Trust
President and Chief Operating Officer of John A. Levin & Co. (a registered
investment advisor) (since July, 1997) and a Director of Baker, Fentress &
Company which owns John A. Levin & Co. (since July, 1997). Formerly
Executive Vice President of Smith Barney Mutual Funds (from July, 1994 to
June, 1997). Elected Trustee October 30, 1998. Trustee of various investment
companies managed by Eaton Vance or BMR since October 30, 1998.
Address: One Rockefeller Plaza, New York, NY 10020

EDWARD K.Y. CHEN (53), Trustee of the 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 Asia Satellite Telecommunications Holdings Ltd.,
and a Board Member of the Mass Transit Railway Corporation. Member of the
Executive Council of the Hong Kong Government from 1992-1997 and Chairman of
the Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong

DONALD R. DWIGHT (67), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company). Trustee of various investment companies managed by Eaton Vance or
BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (63), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
Graduate School of Business Administration. Trustee of the Kobrick-Cendant
Investment Trust (mutual funds). Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02090

NORTON H. REAMER (63), Trustee
President and Director, United Asset Management Corporation (a holding company
owning institutional investment management firms); Chairman, President and
Director, UAM Funds (mutual funds). Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

LYNN A. STOUT (41), Trustee
Professor of Law, Georgetown University Law Center. Elected Trustee October
30, 1998. Trustee of various investment companies managed by Eaton Vance or
BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

JOHN L. THORNDIKE (72), Trustee
Formerly Director of Fiduciary Company Incorporated. Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (68), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

WILLIAM D. BURT (60), Vice President of the Trust
Vice President of Eaton Vance and BMR since November 1994; formerly Vice
President of The Boston Company (1990-1994).

BARCLAY TITTMANN (66), Vice President of the Trust
Vice President of Eaton Vance and BMR.

SCOBIE DICKINSON WARD (32), Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio
Director of LGM and Chief Investment Officer of the Adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (48), Vice President and Assistant Treasurer of
the Portfolio
Director, Finance Director and Chief Operating Officer of the Adviser.
Director of Lloyd George Management (B.V.I.) Limited.
Address: 3808 One Exchange Square, Central, Hong Kong

JAMES L. O'CONNOR (53), Vice President of the Portfolio and Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (58), Secretary
Vice President and Chief Legal Officer of Eaton Vance, BMR and EVC 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.

JANET E. SANDERS (63), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (36), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (41), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

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

The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio 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, the Adviser and its affiliates.

Messrs. Treynor and Dwight are members of the Audit Committee of the Board
of Trustees of the Trust and Messrs. Hayes, Chen and Dwight are members of the
Audit Committee of the Board of Trustees of the Portfolio. The Audit
Committee's functions include making recommendations to the Trustees regarding
the selection of the independent certified public accountants, and reviewing
matters relative to trading and brokerage policies and practices, accounting
and auditing practices and procedures, accounting records, internal accounting
controls, and the functions performed by the custodian, transfer agent and
dividend disbursing agent of the Trust and of the Portfolio.

Trustees of the Portfolio (except Mr. Chen) that are not affiliated with
Eaton Vance may elect to defer receipt of all or a percentage of their annual
fees in accordance with the terms of a Trustees Deferred Compensation Plan
(the "Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may
elect to have his deferred fees invested by the Portfolio in the shares of one
or more funds in the Eaton Vance Family of Funds, and the amount paid to the
Trustees under the Trustees' Plan will be determined based upon the
performance of such investments. Deferral of Trustees' fees in accordance with
the Trustees' Plan will have a negligible effect on the Portfolio's assets,
liabilities, and net income per share, and will not obligate the Portfolio to
retain the services of any Trustee or obligate the Portfolio to pay any
particular level of compensation to the Trustee. Neither the Trust nor the
Portfolio has a retirement plan for its Trustees.

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) For the fiscal year ending August 31, 1999, it is estimated
that the noninterested Trustees of the Trust and the Portfolio will receive
the following compensation in their capacities as Trustees from the Fund and
the Portfolio, and, for the fiscal year ended August 31, 1998, received the
following compensation in their capacities as Trustees of the funds in the
Eaton Vance fund complex(1):

<TABLE>
<CAPTION>
NORTON
JESSICA M. HON. EDWARD DONALD R. SAMUEL L. H. LYNN A. JOHN L. JACK L.
SOURCE OF COMPENSATION BIBLIOWICZ(6) K.Y. CHEN DWIGHT HAYES, III REAMER STOUT(6) THORNDIKE TREYNOR
- ---------------------- ------------- --------- ------ ---------- ------ -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trust(2) ............. $ 8 $ -- $ 8 $ 8 $ 8 $ 8 $ 8 $ 8
Portfolio ............ -- 80 80 80 80 80 80 80
Trust and Fund Complex -- 20,525 152,500(3) 162,500(4) 152,500 -- 152,500(5) 160,000

- ------------
(1) As of January 1, 1999, the Eaton Vance Fund complex consists of 143 registered investment companies or series thereof.
(2) The Trust consisted of 6 Funds as of August 31, 1998.
(3) Includes $52,500 of deferred compensation.
(4) Includes $40,625 of deferred compensation.
(5) Includes $113,047 of deferred compensation.
(6) Ms. Bibliowicz and Ms. Stout were elected Trustees on October 30, 1998 and will receive compensation approximating the other
Trustees after November 1, 1998.
</TABLE>

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

ORGANIZATION. The Fund is a series of the Trust, which is organized under
Massachusetts law and is operated as an open-end management investment
company. The Fund (formerly EV Marathon Asian Small Companies Fund)
established 2 classes of shares on September 1, 1997 -- Class A Shares
(formerly EV Traditional Asian Small Companies Fund) and Class B shares of
Eaton Vance Asian Small Companies Fund. Information herein prior to such date
is for the Fund before it became a multiple-class fund.

The Trust may issue an unlimited number of shares of beneficial interest
(no par value per share) in one or more series (such as the Fund). The
Trustees of the Trust have divided the shares of the Fund into multiple
classes. Each class represents an interest in the Fund, but is subject to
different expenses, rights and privileges. The Trustees have the authority
under the Declaration of Trust to create additional classes of shares with
differing rights and privileges. When issued and outstanding, shares are fully
paid and nonassessable by the Trust. Shareholders are entitled to one vote for
each full share held. Fractional shares may be voted proportionately. Shares
of the 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 the 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 the Fund in the Portfolio, as well as the
advantages and disadvantages of the two-tier format. The Trustees believe that
the structure offers opportunities for growth in the assets of the Portfolio,
may afford the potential for economies of scale for the Fund and may over time
result in lower expenses for the Fund.

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 shareholders' 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 communication with shareholders about such a meeting.

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 of classes of shares or
restructuring the Trust) as do not have a materially adverse effect on the
financial interests of shareholders or if they deem it necessary to conform it
to applicable federal or state laws or regulations. The Trust or any series or
class thereof may be terminated by: (1) the affirmative vote of the holders of
not less than two-thirds of the shares outstanding and entitled to vote at any
meeting of shareholders of the Trust or the appropriate series or class
thereof, or by an instrument or instruments in writing without a meeting,
consented to by the holders of two-thirds of the shares of the Trust or a
series or class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a series or class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed by a majority of the Trustees, to be followed by a written notice to
shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or a series or a class thereof is not in the best
interest of the Trust, such series or class or of their respective
shareholders.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he
would otherwise be subject 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 of Trust 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
shareholder's risk of personal liability, is remote.

The Portfolio is organized as a trust under the laws of the state of New
York and intends to be treated as a partnership for federal tax purposes. 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 of the Portfolio
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.

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

The Fund may withdraw (completely redeem) all its assets from the
Portfolio at any time if the Board of Trustees of the Trust determines that it
is in the best interest of the Fund to do so. In the event the Fund withdraws
all of its assets from the Portfolio, or the Board of Trustees of the Trust
determines that the investment objective of the Portfolio is no longer
consistent with the investment objective of the Fund, the Trustees would
consider what action might be taken, including investing the assets of the
Fund in another pooled investment entity or retaining an investment adviser to
manage the Fund's assets in accordance with its investment objective. The
Fund's investment performance may be affected by a withdrawal of all its
assets (or the assets of another investor in the Portfolio) from the
Portfolio.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. The Portfolio has engaged Lloyd George
Investment Management (Bermuda) Limited (the "Adviser") as its investment
adviser. As investment adviser to the Portfolio, the Adviser manages the
Portfolio's investments, subject to the supervision of the Board of Trustees
of the Portfolio. The Adviser is also responsible for effecting all security
transactions on behalf of the Portfolio, including the allocation of principal
transactions and portfolio brokerage and the negotiation of commissions. Under
the investment advisory agreement, the Adviser is entitled to receive a
monthly advisory fee computed by applying the annual asset rate applicable to
that portion of the average daily net assets of the Portfolio throughout the
month in each Category as indicated below:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
-------- ------------------------ ----------
1 less than $500 million ....................... 0.75%
2 $500 million but less than $1 billion ........ 0.70
3 $1 billion but less than $1.5 billion ........ 0.65
4 $1.5 billion but less than $2 billion ........ 0.60
5 $2 billion but less than $3 billion .......... 0.55
6 $3 billion and over .......................... 0.50

The Portfolio has not paid investment advisory fees to the Adviser as of
the date hereof.

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

While the Portfolio is a New York trust, the Adviser, together with
certain Trustees and officers of the Portfolio, is not a resident of the
United States, and substantially all of its assets may be located outside of
the United States. It may be difficult for investors to effect service of
process within the United States upon the individuals identified above, or to
realize judgments of courts of the United States predicated upon civil
liabilities of the Adviser and such individuals under the federal securities
laws of the United States. The Portfolio has been advised that there is
substantial doubt as to the enforceability in the countries in which the
Adviser and such individuals reside of such civil remedies and criminal
penalties as are afforded by the federal securities laws of the United States.

INFORMATION ABOUT LLOYD GEORGE. LGM specializes in providing investment
management services with respect to equity securities of companies trading in
Asian securities markets, and also those of emerging markets. LGM currently
manages portfolios for both private clients and institutional investors
seeking long-term capital growth and has advised Eaton Vance's international
equity funds since 1992. LGM's core investment team consists of fourteen
experienced investment professionals who have worked together over a number of
years successfully managing client portfolios in non-U.S. stock markets. The
team has a unique knowledge of, and experience with, Asian and emerging
markets. LGM analysts cover Asia, the India subcontinent, Russia and Eastern
Europe, Latin America, Australia and New Zealand from offices in Hong Kong,
London and Mumbai. LGM is ultimately controlled by the Hon. Robert Lloyd
George, President of the Portfolio and Chairman and Chief Executive Officer of
the Adviser. LGM's only business is portfolio management. Eaton Vance's parent
is a shareholder of LGM.

The Adviser and LGM have adopted a conservative management style,
providing a blend of Asian and multinational expertise with the most rigorous
international standards of fundamental security analysis. Although focused
primarily in Asia, the Advisers and LGM maintain a network of international
contacts in order to monitor international economic and stock market trends
and offer clients a global management service.

The directors of the Adviser are the Honourable Robert Lloyd George,
William Walter Raleigh Kerr, M.F. Tang, Scobie Dickinson Ward, Pamela Chan and
Adaline Mang-Yee Ko. The Hon. Robert Lloyd George is Chairman and Chief
Executive Officer of each Adviser and Mr. Kerr is Chief Operating Officer of
each Adviser. The directors of LGIM-B are the Honorable Robert Lloyd George,
William Walter Raleigh Kerr, Scobie Dickinson Ward, M.F. Tang, Pamela Chan,
Adaline Mang-Yee Ko, Peter Bubenzer and Judith Collis. The business address of
the first six individuals is 3808 One Exchange Square, Central, Hong Kong and
of the last two is Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.

Scobie Dickinson Ward is a director of LGM and manager of the Portfolio.
He was born in 1966 and a cum laude graduate of both Phillips Academy Andover,
and Harvard University. Mr. Ward joined Indosuez Asia Investment Services in
1989, where he managed the $100 million Himalayan Fund, and the Indosuez
Tasman Fund, investing in Australia and New Zealand.

The Adviser follows a common investment philosophy, striving to identify
companies with outstanding management and earnings growth potential by
following a disciplined management style, adhering to the most rigorous
international standards of fundamental security analysis, placing heavy
emphasis on research, visiting every company owned, and closely monitoring
political and economic developments.

ADMINISTRATIVE SERVICES. Under Eaton Vance's management contract with the
Fund and administration agreement with the Portfolio, Eaton Vance receives a
monthly management fee from the Fund and a monthly administration fee from the
Portfolio. Each fee is computed by applying the annual asset rate applicable
to that portion of the average daily net assets of the Fund or the Portfolio
throughout the month in each Category as indicated below:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
-------- ------------------------ ----------
1 less than $500 million ......................... 0.25%
2 $500 million but less than $1 billion .......... 0.23333
3 $1 billion but less than $1.5 billion .......... 0.21667
4 $1.5 billion but less than $2 billion .......... 0.20
5 $2 billion but less than $3 billion ............ 0.18333
6 $3 billion and over ............................ 0.16667

Neither the Portfolio nor the Fund have paid administration and management
fees to Eaton Vance as of the date hereof.

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

INFORMATION ABOUT EATON VANCE. Eaton Vance is a business trust organized
under Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee of Eaton
Vance. Eaton Vance and EV are wholly-owned subsidiaries of Eaton Vance
Corporation ("EVC"), a Maryland corporation and publicly-held holding company.
EVC through its subsidiaries and affiliates engages primarily in investment
management, administration and marketing activities. The Directors of EVC are
James B. Hawkes, Benjamin A. Rowland, Jr., John G.L. Cabot, John M. Nelson,
Vincent M. O'Reilly and Ralph Z. Sorenson. All of the issued and outstanding
shares of Eaton Vance 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. Hawkes, and Rowland, Alan R. Dynner, Thomas E. Faust, Jr.,
Thomas J. Fetter, Duncan W. Richardson, William M. 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 indicated
under "Management and Organization", all of the officers of the Trust (as well
as Mr. Hawkes who is also a Trustee) hold positions in the Eaton Vance
organization.

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 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 provide you
with tailored financial advice and help you decide when to buy, sell or
persevere with your investments.

EXPENSES. The Fund and Portfolio are responsible for all expenses not
expressly stated to be payable by another party (such as the investment
adviser under the Investment Advisory Agreement, Eaton Vance under the
management contract and administration agreement or the principal underwriter
under the Distribution Agreement). In the case of expenses incurred by the
Trust, the Fund is responsible for its pro rata share of those expenses. The
only expenses of the Fund allocated to a particular class are those incurred
under the Distribution Plan applicable to that class and those resulting from
the fee paid to the principal underwriter for repurchase transactions.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), 24 Federal
Street, Boston, MA 02110, is the Fund's principal underwriter. The principal
underwriter acts as principal in selling shares under a Distribution Agreement
with the Trust. The expenses of printing copies of prospectuses used to offer
shares and other selling literature and of advertising are borne by the
principal underwriter. The fees and expenses of qualifying and registering and
maintaining qualifications and registrations of the Fund and its shares under
federal and state securities laws are borne by the Fund. The Distribution
Agreement as it applies to Class A shares 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 Distribution Agreement as it applies to Class
B shares 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 shares of the
relevant class or on six months' notice by the principal underwriter and is
automatically terminated upon assignment. The principal underwriter
distributes 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 investment dealers discounts from the applicable public offering price
which are alike for all investment dealers. See "Sales Charges." EVD is a
wholly-owned subsidiary of EVC. M. Hawkes is a Vice President and Director and
Messrs. Dynner and O'Connor are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street,
Boston, MA 02116, serves as custodian to the Fund and Portfolio. IBT has the
custody of all cash and securities representing the Fund's interest in the
Portfolio, has custody of the Portfolio's assets, maintains the general ledger
of the Portfolio and the Fund and computes the daily net asset value of
interests in the Portfolio and the net asset value of shares of the Fund. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Trust and the Portfolio. IBT also
provides services in connection with the preparation of shareholder reports
and the electronic filing of such reports with the SEC. EVC and its affiliates
and their officers and employees from time to time have transactions with
various banks, including IBT. It is Eaton Vance's opinion that the terms and
conditions of such transactions were not and will not be influenced by
existing or potential custodial or other relationships between the Fund or the
Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. Deloitte & Touche LLP, 125 Summer Street, Boston,
Massachusetts, are the independent accountants of the Fund and the Portfolio,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

TRANSFER AGENT. First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123, serves as transfer and dividend disbursing agent
for the Fund.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is
computed by IBT (as agent and custodian for the Portfolio) by subtracting the
liabilities of the Portfolio from the value of its total assets. The Fund and
the Portfolio will be closed for business and will not price their respective
shares or interests on the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

The Trustees of the Portfolio have established the following procedures
for the fair valuation of the Portfolio's assets under normal market
conditions. Marketable securities listed on foreign or U.S. securities
exchanges or in the NASDAQ National Market System generally are valued at
closing sale prices or, if there were no sales, at the mean between the
closing bid and asked prices therefor on the exchange where such securities
are principally traded or on such National Market System (such prices may not
be used, however, where an active over-the-counter market in an exchange
listed security better reflects current market value). Unlisted or listed
securities for which closing sale prices are not available are valued at the
mean between the latest bid and asked prices. An option is valued at the last
sale price as quoted on the principal exchange or board of trade on which such
option or contract is traded, or in the absence of a sale, the mean between
the last bid and asked price. Futures positions on securities or currencies
are generally valued at closing settlement prices. Short term debt securities
with a remaining maturity of 60 days or less are valued at amortized cost. If
securities were acquired with a remaining maturity of more than 60 days, their
amortized cost value will be based on their value on the sixty-first day prior
to maturity. Other fixed income and debt securities, including listed
securities and securities for which price quotations are available, will
normally be valued on the basis of valuations furnished by a pricing service.
All other securities are valued at fair value as determined in good faith by
or at the direction of the Trustees.

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated
by the sales charge table set forth in the prospectus. The sales charge is
divided between the principal underwriter and the investment dealer. The
sales charge 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 pursuant to a
written Statement of Intention; or (2) purchases of Class A shares pursuant to
the Right of Accumulation and declared as such at the time of purchase. See
"Sales Charges".

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 shares,
the amount of uncovered distribution charges of the principal underwriter. The
Class B Distribution Plan may continue in effect and payments may be made
under the Plan 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.

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 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 securities. Securities determined to be acceptable
should be transferred via book entry or physically delivered, in proper form
for transfer, through an investment dealer, together with a completed and
signed Letter of Transmittal in approved form (available from investment
dealers). 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.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS. 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 SEC, or during any emergency as determined by the SEC 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 SEC for the
protection of investors.

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 the Fund, either totally or
partially, by a distribution in kind of readily marketable securities
withdrawn from the Portfolio. The securities so distributed would be valued
pursuant to the Portfolio's valuation procedures. If a shareholder received a
distribution in kind, the shareholder could incur brokerage or other charges
in converting the securities to cash.

SYSTEMATIC WITHDRAWAL PLAN. The transfer agent will send to the shareholder
regular monthly or quarterly payments of any permitted amount designated by
the shareholder based upon the value of the shares held. The checks will be
drawn from share redemptions and hence 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.

SALES CHARGES

DEALER COMMISSIONS. The principal underwriter may, from time to time, at its
own expense, provide additional incentives to investment dealers 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 investment dealers 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 investment dealers. The principal underwriter
may allow, upon notice to all investment dealers 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
investment dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.

SALES CHARGE WAIVERS. 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 investment dealers and
bank employees who refer customers to registered representatives of invetment
dealers; to officers and employees of IBT and the transfer agent; and to such
persons' spouses, parents, siblings and children 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". 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 investment advisory, agency, custodial or trust account managed
or administered by Eaton Vance or by any parent, subsidiary or other affiliate
of Eaton Vance. Class A shares are offered at net asset value to the foregoing
persons and in the foregoing situations because either (i) there is no sales
effort involved in the sale of shares or (ii) the investor is paying a fee
(other than the sales charge) to the investment dealer involved in the sale.

The CDSC applicable to Class B shares will be waived in connection with
minimum required distributions from tax-sheltered retirement plans by applying
the rate required to be withdrawn under the applicable rules and regulations
of the Internal Revenue Service to the balance of Class B shares in your
account.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares and shares of other funds exchangeable for Class A shares of another
Eaton Vance fund will be purchased within a 13-month period, a Statement of
Intention should be signed so that shares may be obtained at the same reduced
sales charge as though the total quantity were invested in one lump sum.
Shares held under Right of Accumulation (see below) as of the date of the
Statement will be included toward the completion of the Statement. The
Statement authorizes the transfer agent to hold in escrow sufficient shares
(5% of the dollar amount specified in the Statement) which can be redeemed to
make up any difference in sales charge on the amount intended to be invested
and the amount actually invested. Execution of a Statement does not obligate
the shareholder to purchase or the Fund to sell the full amount indicated in
the Statement, and should the amount actually purchased during the 13-month
period be more or less than that indicated on the Statement, price adjustments
will be made. Any investor considering signing a Statement of Intention should
read it carefully.

RIGHT OF ACCUMULATION. 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 Class A shares the shareholder owns in his or her
account(s) in the Fund, and shares of other funds exchangeable for Class A
shares. The sales charge on the shares being purchased will then be at the
rate applicable to the aggregate. 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 investment dealer must provide
the principal underwriter (in the case of a purchase made through an
investment dealer) 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.

TAX-SHELTERED RETIREMENT PLANS. Class A shares 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.

DISTRIBUTION PLANS. The Trust has adopted a compensation-type Distribution
Plan (the "Class A Plan") for the Fund's Class A shares pursuant to Rule 12b-1
under the 1940 Act. The Class A Plan 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. 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.

The 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 investment dealers, as compensation for providing
personal services and/or the maintenance of shareholder accounts, with respect
to shares sold by such dealers which have remained outstanding for more than
one year. Service fee payments to investment dealers will be in addition to
sales charges on Class A shares which are reallowed to investment dealers. 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. For the distribution
fees paid by Class A shares, see Appendix A.

The Trust has also adopted a compensation-type Distribution Plan (the
"Class B Plan") pursuant to Rule 12b-1 under the 1940 Act for the Fund's Class
B shares. The Class B Plan is designed to permit an investor to purchase
shares through an investment dealer without incurring an initial sales charge
and at the same time permit the principal underwriter to compensate investment
dealers in connection therewith. The Class B Plan provides that the Fund will
pay sales commissions and distribution fees to the principal underwriter only
after and as a result of the sale of shares. On each sale of shares (excluding
reinvestment of distributions), the Fund will pay the principal underwriter
amounts representing (i) sales commissions equal to 5% of the amount received
by the Fund for each share sold and (ii) distribution fees calculated by
applying the rate of 1% over the prime rate then reported in The Wall Street
Journal to the outstanding balance of uncovered distribution charges (as
described below) of the principal underwriter. To pay these amounts, Class B
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 investment dealers on the sale of shares and
for interest expenses. For sales of Class B shares, the principal underwriter
uses its own funds to pay sales commissions (except on exchange transactions
and reinvestments) to investment dealers at the time of sale equal to 4% of
the purchase price of the Class B shares sold by such dealers. CDSCs paid to
the principal underwriter will be used to reduce amounts owed to it. The Class
B Plan provides that the Fund 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. Because payments to the principal underwriter
under the Class B Plan is 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. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
shares, see Appendix A.

In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions
and distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the principal underwriter is entitled
to be paid under the Plan since its inception. Payments theretofore paid or
payable under the Class B Plan 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 investment dealers), 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 Class B Plan.

Distribution of Class B shares of the Fund by the principal underwriter
will also be encouraged by the payment by the Adviser to the principal
underwriter of an amount equivalent to .15% of Class B annual average daily
net assets. The aggregate amounts of such payments are a deduction in
calculating the outstanding uncovered distribution charges of the principal
underwriter under the Class B Plan and, therefore, will benefit shareholders
when such charges exist. Such payments will be made in consideration of the
principal underwriter's distribution efforts.

The Class B Plan also authorizes the payment of service fees to the
principal underwriter, investment dealers and other persons in amounts not
exceeding .25% of its average daily net assets for personal services, and/or
the maintenance of shareholder accounts. 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. For the service fees paid by Class B
shares, see Appendix A.

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. 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 at
the time of sale, it is anticipated that the Eaton Vance organization will
profit by reason of the operation of the Class B Plan through an increase in
the Fund's assets (thereby increasing the management fee payable to Eaton
Vance by the Fund and the administration fees payable to Eaton Vance by the
Portfolio) resulting from sale of 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 Class B
Plan if at any point in time the aggregate amounts theretofore received by the
principal underwriter pursuant to the Class B Plan and from CDSCs have
exceeded the total expenses theretofore incurred by such organization in
distributing shares. 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 Class A and Class B Plans continue in effect from year to year 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 "Plan Trustees") and (ii) all of the Trustees then in
office. Each Plan may be terminated at any time by vote of a majority of the
Plan Trustees or by a vote of a majority of the outstanding voting securities
of the applicable Class. 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 shareholders
of the affected Class and the Trustees. So long as a Plan is in effect, the
selection and nomination of the noninterested Trustees shall be committed to
the discretion of such Trustees. The Class A and Class B Plans were initially
approved by the Trustees, including the Plan Trustees, on June 23, 1997.

The Trustees of the Trust believe that each Plan will be a significant
factor in the expected growth of each Fund's assets, and will result in
increased investment flexibility and advantages which have benefitted and will
continue to benefit the Fund and its shareholders. Payments for sales
commissions and distribution fees made to the principal underwriter under the
Class B Plan will compensate the principal underwriter for its services and
expenses in distributing that class of shares. Service fee payments made to
the principal underwriter and investment dealers provide incentives to provide
continuing personal services to investors and the maintenance of shareholder
accounts. By providing incentives to the principal underwriter and investment
dealers, each Plan is expected to result in the maintenance of, and possible
future growth in, the assets of the Fund. Based on the foregoing and other
relevant factors, the Trustees of the Trust have determined that in their
judgment there is a reasonable likelihood that each Plan will benefit the Fund
and its shareholders.

PERFORMANCE

Average annual total return is determined separately for each Class of the
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 results. 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.

The 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. The Fund's performance may be compared in publications to the
performance of various indices and investments for which reliable data is
available, and to averages, performance rankings and/or ratings, or other
information prepared by recognized mutual fund statistical services. The
Fund's performance may differ from that of other investors in the Portfolio,
including other investment companies.

Total return may be compared to relevant indices, such as the Consumer
Price Index and various domestic and foreign securities indices. The Fund's
total return and comparisons with these indices may be used in advertisements
and in information furnished to present or prospective shareholders. In
addition, evaluations of the Fund's performance or rankings of mutual funds
(which include the Fund) made by independent sources may be used in
advertisements and in information furnished to present or prospective
shareholders. Information, charts and illustrations showing the effect of
compounding interest or relating to inflation and taxes (including their
effects on the dollar and the return on stocks and other investment vehicles)
may also be included in advertisements and materials furnished to present and
prospective investors.

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 about the portfolio allocation, portfolio turnover
and holdings of the Portfolio may be included in advertisements and other
material furnished to present and prospective shareholders.

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

In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income for such
year, at least 98% of 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 and capital gains from the prior year (as previously computed) that was
not paid out during such year and on which the Fund paid no federal income
tax. Under current law, provided that the Fund qualifies as a RIC and the
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.

Certain foreign exchange gains and losses realized by the Portfolio and
allocated to the Fund in connection with the Portfolio's investments in
foreign securities and foreign currency related options, futures or forward
contracts or foreign currency may be treated as ordinary income and losses
under special tax rules. Certain options, futures or forward contracts of the
Portfolio may be required to be marked to market (i.e., treated as if closed
out) on the last day of each taxable year, and any gain or loss realized with
respect to these contracts may be required to be treated as 60% long-term and
40% short-term gain or loss or, in the case of certain contracts relating to
foreign currency, as ordinary income or loss. Positions of the Portfolio in
securities and offsetting options, futures or forward contracts may be treated
as "straddles", which are subject to tax rules that may cause deferral of
Portfolio losses, adjustments in the holding periods of Portfolio securities,
and other changes in the short-term or long-term characterization of capital
gains and losses, the effect of which may be to change 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 ability to qualify as a RIC or
avoid imposition of a tax on the Fund.

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

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

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

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

Amounts paid by the 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 IRS, as well as
shareholders with respect to whom the Fund has received certain information
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 the Fund's distributions from its ordinary income and the excess of
its net short-term capital gain over its net long-term capital loss, unless
the tax is reduced or eliminated by an applicable tax convention.
Distributions from the excess of the Fund's net long-term capital gain over
its net short-term capital loss received by such shareholders and any gain
from the sale or other disposition of shares of the Fund generally will not be
subject to U.S. federal income taxation, provided that non-resident alien
status has been certified by the shareholder. Different U.S. tax consequences
may 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 IRAs and other retirement plans, tax-
exempt entities, insurance companies and financial institutions. Shareholders
should consult their own tax advisers with respect to these or other special
tax rules that may apply in their particular situations, as well as the state,
local, and, where applicable, foreign tax consequences of investing in the
Fund.

PORTFOLIO SECURITY TRANSACTIONS

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

The Adviser places the portfolio security transactions of the Portfolio
and of certain other accounts managed by the Adviser for execution with many
firms. The Adviser uses its best efforts to obtain execution of portfolio
transactions at prices which are advantageous to the Portfolio and (when a
disclosed commission is being charged) at reasonably competitive commission
rates. In seeking such execution, the Adviser will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various
relevant factors, including without limitation the size and type of the
transaction, the general execution and operational capabilities of the broker-
dealer, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition
of the broker-dealer, the value and quality of services rendered by the
broker-dealer in other transactions, and the reasonableness of the commission
or spread, if any. Transactions on stock exchanges and other agency
transactions involve the payment by the Portfolio of negotiated brokerage
commissions. Such commissions vary among different broker-dealer firms, and a
particular broker-dealer may charge different commissions according to such
factors as the difficulty and size of the transaction and the volume of
business done with such broker-dealer. Transactions in foreign securities
usually involve the payment of fixed brokerage commissions, which are
generally higher than those in the United States. There is generally no stated
commission in the case of securities traded in the over-the-counter markets,
but the price paid or received by the Portfolio usually includes an
undisclosed dealer markup or markdown. In an underwritten offering the price
paid by the Portfolio includes a disclosed fixed commission or discount
retained by the underwriter or dealer. Although commissions paid on portfolio
transactions will, in the judgment of the Adviser, be reasonable in relation
to the value of the services provided, commissions exceeding those which
another firm might charge may be paid to broker-dealers who were selected to
execute transactions on behalf of the Portfolio and the Adviser's other
clients in part for providing brokerage and research services to the Adviser.

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

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

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

Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by the Adviser or its
affiliates. Whenever decisions are made to buy or sell securities by the
Portfolio and one or more of such other accounts simultaneously, the 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 the 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 Portfolio that
the benefits from the Adviser's organization outweigh any disadvantage that
may arise from exposure to simultaneous transactions. For the brokerage
commissions paid by the Portfolio on portfolio transactions, see Appendix A.

<PAGE>

FINANCIAL STATEMENTS

EATON VANCE ASIAN SMALL COMPANIES FUND

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1998

ASSETS:
Cash ............................................................. $ 10
-------
Total assets ................................................. $ 10
-------
Net assets (applicable to 1 share of beneficial interest issued
and outstanding) ............................................... $ 10
=======
Net asset value and offering price per share ..................... $ 10
=======

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1998

Organization expenses (Note 2) ....................................... $28,500
Reimbursement of expenses by Administrator (Note 2) .................. (28,500)
-------
Net income (loss) ............................................ $ --
=======

NOTES:
(1) Eaton Vance Growth Trust, a Massachusetts business trust (the Trust),
established and designated the Eaton Vance Asian Small Companies Fund (the
Fund) as a separate series on March 1, 1996. The Fund has been inactive
since that date, except for matters relating to the Fund's establishment,
the designation and the registration under the Securities Act of 1933 of
the Fund's shares of beneficial interest (Shares) and the sale of one
Share (Initial Share) of the Fund to Eaton Vance Management.

(2) Expenses incurred in connection with the organization of the Fund will be
reimbursed by the Administrator.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholder of Eaton Vance Asian Small Companies Fund:

We have audited the accompanying statement of assets and liabilities of
Eaton Vance Asian Small Companies Fund (one of the series constituting Eaton
Vance Growth Trust) as of August 31, 1998 and the related statement of
operations for the year then ended. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position and results of operations of Eaton Vance
Asian Small Companies Fund as of August 31, 1998, in conformity with generally
accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
December 11, 1998

<PAGE>
APPENDIX A

CLASS A AND CLASS B FEES AND OWNERSHIP

ADVISER
No fees paid to date.

MANAGER AND ADMINISTRATOR
No fees paid to date.

DISTRIBUTION PLANS
The Fund has not paid any distribution fees to the Principal Underwriter
to date. The Fund expects to begin accruing for its service fee payments one
year after the commencement of operations.

PRINCIPAL UNDERWRITER
No fees paid to date.

BROKERAGE
No fees to date.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of December 1, 1998, Eaton Vance owned one share of the Fund, being the
only shares of the Fund outstanding on such date. Eaton Vance is a
Massachusetts business trust and a wholly-owned subsidiary of EVC.

<PAGE>

APPENDIX B

ASIAN REGION COUNTRIES

The information set forth in this Appendix has been extracted from various
government and private publications. The Trust's Board of Trustees makes no
representation as to the accuracy of the information, nor has the Board of
Trustees attempted to verify it. Moreover, the information is as of the date
of this SAI (or such other date as set forth below). This information is
expected to change substantially during the period in which this SAI is in
use. No representation is made that any correlation will exist between the
economies or stock markets of Asian Region countries and the Fund's
performance.

AUSTRALIA

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

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

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

As of November, 1998, the total market capitalization of Australian listed
equities was U.S. $267 billion, which ranks behind Japan, Hong Kong and Taiwan
in Asia.

PEOPLE'S REPUBLIC OF CHINA

China is the world's third largest country occupying a region of 9.6
million square kilometers.China is the world's most populous nation,
consisting of more than one-fifth of the human race. The estimated population
is approximately 1.2 billion.

In 1949, the Communist Party established the People's Republic of China.
The Communist government engaged in numerous campaigns to industrialize the
country with various programs. The failure of the Communist Party to achieve
substantive economic reform eventually led to political domination by the
army. In the 1970's, the Chinese government, which had remained isolated from
the world, opened its doors by encouraging foreign investment and expertise
inside its borders.

In 1989, a growing dissatisfaction with the Communist government led to
anti-government student protests culminating in what is known as the Tiananmen
Square incident. The government's use of the military to suppress a peaceful
demonstration resulted in world-wide criticism. However, recent developments
in China have been encouraging. The death of Deng Xiaoping did not trigger any
social unrest and restructuring of state-owned enterprises had been the main
theme of the 15th Party Congress held in 1997. Leadership under Jiang Zemin
remains committed to the implementation of economic reforms. Investment in
China still entails significant political risk of nationalization or
expropriation.

Since 1992, China has achieved annual growth in real gross domestic
product (GDP) averaging in excess of 10%. The economy in China consists of
three sectors: state, cooperative, and private. The state sector, though
decreasing in weighting, continues to constitute the bulk of the economy. In
recent years, however, the economy has been significantly restructured through
the abolition of the commune system in rural areas and the relaxing of
government authority in the day to day operations in both agricultural and
industrial enterprises. As the government assumes more of a regulatory and
supervisory role and less of a direct management role, market forces have been
allowed to operate. This has resulted in increased productivity and rising
incomes.

In 1990, industry accounted for 45.8% of China's National Income. In the
first three decades under Communist rule, China placed great emphasis on heavy
industry. Since the reform program began in 1978, a much greater emphasis has
been placed on light industry. Considerable industrial growth has come from
industrial enterprises in rural townships which are engaged in the processing
and assembly of consumer goods. These operations are concentrated in southern
China, where a major light industrial base has developed. Industrial output
has grown rapidly and is increasingly important to the Chinese economy.
China's current industrial policy also places emphasis on high-technology
industries supported by foreign technology, such as micro-electronics and
telecommunications. However, many enterprises have a huge staff burden which
must be relieved to increase the competitiveness of the enterprises. To avoid
social unrest caused by the increase in unemployment rate, there is so far no
easy solution.

Inflation, which was a problem in early 1990s, has been under control.
Inflation rate rocketed to 24% in 1994 and then dropped to 8.3% in 1996 and
2.8% by 1997. The control achieved over inflation is the result of austerity
measures implemented by the government during 1994, 1995 and early 1996. The
soft landing of economy in 1996 has paved a better way for future economic
developments.

Textiles and garments together form the single largest export category,
representing about one quarter of total export values. China's trade balance
has fluctuated over the last five years. In 1997, China's foreign trade
yielded a surplus of U.S. $40.34 billion. Hong Kong is one of the leading
destination for Chinese exports, accounting for over 20% of total export
volume. Hong Kong is also a major re-export center for Chinese goods. Other
large export markets for China include Japan, the United States, and Germany.
Over the past few years, China's imports have continued to expand and
diversify. Japan, the United States and Korea are China's top three suppliers.
Other major suppliers include Hong Kong and Germany.

China has traditionally adopted a policy of self-reliance when financing
development. The country has remained a conservative borrower but, since the
early 1980s, has been making greater use of foreign capital and financing,
including government-assisted facilities and project and trade financing.
Total foreign debt as at 1997 was estimated at U.S. $150 billion while foreign
exchange reserve was at U.S. $143 billion. The primary sources of foreign
capital for China include: International Monetary Fund and World Bank loans
and credits; government low interest loans and credits; and commercial loans
and credits.

There is centralized control and unified management of foreign exchange in
China. The renminbi has been devalued progressively in the past decade,
depreciating by almost 70% against the U.S. dollar between 1981 and 1990.
However, it has been stabilized at the 1994 level for the past 4 years.

There currently are two officially recognized exchanges in China, the
Shanghai Securities Exchange ("SHSE"), which commenced trading on December 19,
1990, and the Shenzhen Stock Exchange ("SZSE"), which commenced trading on
July 3, 1991. "B" shares are offered exclusively for investment by foreign
investors, and their total market capitalization in November 1998 was at $3
billion. A number of organized securities markets exist in other cities in
China, but these are primarily over-the-counter markets. At the local level,
however, many cities and provinces have promulgated securities rules and
regulations. In fact, it is becoming common for state-owned enterprises to go
for an overseas listing, for example by a listing of H Shares in Hong Kong, or
through Red Chips securities in The Stock Exchange of Hong Kong.

HONG KONG

As a trade entrepot and finance center, Hong Kong's viability has been
inexorably linked to mainland China since the establishment of the Colony in
1841. Hong Kong remains China's largest trade partner and its leading foreign
investor. In 1996, imports from China amounted to $73.8 billion, exports and
re-exports to $62.0 billion. In recent years large numbers of Hong Kong based
companies have set up factories in Southern China in the province of
Guangdong, where it is estimated that Hong Kong companies employ about 3
million workers. There also has been considerable growth in Chinese investment
in Hong Kong over the last decade and particularly in the last five years. In
contrast to Japanese investment, Chinese investment in Hong Kong typically
involves the purchase of stakes in existing companies. This has traditionally
been in the banking and import/export sectors. Recently, investment in
property, manufacturing and infrastructure projects has increased. In view of
the growing economic interaction between Hong Kong and Southern China, it is
increasingly meaningful to consider the concept of a Greater Hong Kong economy
consisting of Hong Kong and Guangdong Province, with a combined population of
pver 75 million. To sustain the growth of the Guangdong economy, the Hong Kong
government in 1989 unveiled PADS, the Port and Airport Development Strategy.
The project, which cost in excess of $21 billion was designed to allow Hong
Kong's cargo handling capacity to increase by four times between 1988 and 2011
and its air traffic handling capacity to increase from 15 million passengers
in 1988 to 50 million in 2011.

In the past, political considerations have hindered closer economic
integration between Hong Kong and China. It was largely in response to the
United Nations embargo on trade with China in the 1950s and 1960s that Hong
Kong developed a significant manufacturing base. In the last several years,
however, there has been an improvement in relations. The Basic Law, the
outline for Hong Kong's government post reunification with China in 1997,
calls for Hong Kong's capitalist system to remain intact for an additional
fifty years after 1997. This integration process directly affects the value of
Hong Kong investments.

In the last two decades there has been a structural change in Hong Kong's
economy, with growth in the services sector outpacing manufacturing growth.
With more and more labor intensive manufacturing relocating to Southern China,
Hong Kong has developed its services sector, which in 1996 contributed over
80% of GDP.

The Stock Exchange of Hong Kong Ltd. ("HKSE"), commenced trading on April
2, 1986. The HKSE, with a total market capitalization as of November, 1998 of
approximately U.S. $365 billion is now the second largest stock market in
Asia, measured by market capitalization, behind only that of Japan. As of that
date, 675 companies and 1,244 securities were listed on the Hong Kong Stock
Exchange.

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

INDIA

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

The President of India is the constitutional head of the executive branch
of government and exercises powers under the Constitution with the advice of
the Council of Ministers, headed by the Prime Minister. The Prime Minister and
the Council of Ministers, who are responsible to the Lok Sabha, hold effective
executive power. The present Prime Minister Mr. IK Gujral, who took office in
May 1997 to lead the United Front, a coalition of 13 different parties
resigned in late 1997 following withdrawal of support by the Congress party.
Following these developments elections have been held in March 1998. and
November 1998. The trend is in favor of the Congress party.

India comprises 6 Union Territories and 26 States. Each state has a
governor, a council of ministers and a legislature. The Union Territories are
administered by the central government in New Delhi. There is a general system
of local government throughout the country.

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

With a rising oil import bill, adverse balance of payments and a large
foreign debt, India had reached a position where it was unable to obtain
further commercial borrowings. In July 1991, the Finance Minister, Dr.
Manmohan Singh, presented his first budget and announced a "New Industrial
Policy". In consequence, for many industrial sectors, it became no longer
necessary to obtain government approval for new investments. Foreign companies
could now hold up to 51% of an Indian company (and in some cases up to 74%) as
opposed to 40% previously.

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

The budgets for 1995 and 1996 further rationalized indirect taxes regime
by reducing excise duties on a variety of items and slashing peak import
tariffs down to 50%. The 1997 budget reduced the peak rate of custom duty from
50% to 40%, and lowered corporate and personal income taxes. For the year
ended March 31, 1997, GDP grew 5.3%. Inflation, however, was 10.3%.

INDONESIA

Up to early 1998, there were only two rulers of Indonesia since
independence was gained from the Dutch in 1948 -- Sukarno and Suharto.
However, independence and the 1965 revolution were unusually violent episodes
in the life of any country. The stability which Indonesia has enjoyed during
the past three decades under Suharto should, therefore, be placed against this
background. However, currency crisis and shortage of basic necessities in 1998
finally caused riots and forced Suharto to step down. The new ruler, Habibi,
has so far not been able to bring peace to the country. Riots and racial
problems are still prime concerns in Indonesia. The development of these will
be critical to the future of Indonesia.

The huge Indonesian archipelago will have, by the year 2000, a population
of over 200 million. Fundamentalism is on the rise, as also in Malaysia, and
politicians with fundamentalist Islamic beliefs and supporters are likely to
take a more active role. However, the social question, which one cannot
ignore, concerns the role of the minority and non-Muslim peoples in Indonesia,
in particular the Chinese community in Java. Although the total Chinese
population is less than 5 million, or around 3% of the total, 80% of the
commerce and much of the capital wealth remains in the hands of this small but
tight-knit Chinese community. Therefore, the Chinese community were again
targets of riots in 1998 and this had become the concern of the world.

Indonesia began the 1980s principally as an oil exporter. During the 1970s
it had a high rate of inflation but also a very rapid economic growth on the
back of the oil boom. The fall in oil prices in the early 1980s, which became
precipitate in the spring of 1986, therefore, forced a review of their
priorities. Reducing inflation, diversifying the economy away from oil and
maintaining a stable growth in the economy were selected as the main
objectives. Inflation was brought from 20%, at the beginning of the decade, to
around 6% in 1989-90. However, inflation had again become a problem after the
crisis. Economic growth, having fallen to 2.5% in 1985 regained the level of
7.4% by 1990 and averaged at around 6% thereafter until 1997. Economic
contraction is however expected in the near future. The rupiah, which had
undergone a 30% once-and-for-all evaluation in the autumn of 1985, had
stabilized on a "crawling peg" system with an annual devaluation of around 5%
until 1997 when it seriously suffered in the Asian currency turmoil. The
economic development of the country very much depends on social and political
stability and also the new government's commitment to economic reforms.

JAPAN

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

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

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

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

Japan has had low inflation in recent years. In the past 10 years, the
rate of inflation has ranged between 2% and 3% per year, making it one of the
lowest rates in the world. This achievement was made possible by gains in
productivity, which exceeded wage increases, and by a strong yen in the early
1990's, which reduced imported raw material costs.

Japan's stock exchanges comprise over 25% of the world's equity market.
Like other stock markets, the Japanese stock market can be volatile. For
example, the Japanese stock market, as measured by the Tokyo Stock Price Index
(TOPIX), increased by over 500% during the ten-year period ended December 31,
1989, reaching its high of 2884.80 on December 18, 1989, and it has declined
by 59% since that time, falling to 1177.52 on November 14, 1997. This decline
has had an adverse effect on the availability of credit and on the value of
the substantial stock holdings of Japanese companies, in particular, Japanese
banks, insurance companies and other financial institutions. This in turn has
contributed to the recent weakness in Japan's economy. A continuation or
recurrence of a Japanese stock market decline could have an adverse impact
throughout Japan's economy.

KOREA

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

Inflation in Korea has been higher than in Japan or Taiwan. In the 1970s,
Korea experienced an annual average inflation rate of nearly 15 percent.
Beginning in 1982, however, the tight monetary policy succeeded in bringing
this annual consumer price index down to single digits until 1990 when the
rate jumped again to 8.6 percent. However, series of economic problems have
flooded Korea since 1996. Korea Won and stocks have seriously weakened in 1997
and early 1998. These have forced Korea to accept International Monetary
Fund's rescue package which comes in with measures intended to put the economy
in better order. As a result, drastic reforms have been introduced into
Korea's business practices.

MALAYSIA

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

Malaysia has a kingship which is shared on a five-year revolving basis
among the sultans of the various states of the federation. Malaysia's
relations with its neighbours are good. Singapore, remains the largest
investor in the country. Malaysia, along with Singapore, experienced a sharp
recession in 1985-6 owing to an excessive tight monetary policy in both
countries. Since 1987 Malaysia has, however, returned to the path of high
growth and low inflation. The change in recent years has also been accompanied
by an accelerated shift into manufacturing and away from the old dependence on
the plantation sector. This manufacturing growth has been led by investment
from Japan and Taiwan and notable national projects such as the Proton car.
Malaysia is attempting to move up market into the new product areas such as
electronics, car assembly and consumer goods. It has a literate and trainable
workforce.

As manufactured goods assume a larger importance in the composition of
exports compared with crude oil, rubber and palm oil, Malaysia's trade
position should gradually become steadier. For an investor, Malaysia remains
vulnerable to external shocks either in terms of commodity prices or in a fall
in export demand in its principal markets. As with other Asian markets,
currency and the stock market were severly attacked in late 1997 and 1998.
This has led to the imposition of capital controls since September 1998.

PAKISTAN

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

Pakistan is the world's ninth most populous country. The population is
currently estimated at approximately 137 million, with an annual population
growth rate of 3.0%. The national language is Urdu, although English is widely
spoken and understood throughout the country.

Pakistan was created in 1947, in response to the demands of Indian Muslims
for an independent homeland, by the partition from British India of two Muslim
majority areas. In 1971, a civil war in East Pakistan culminated in
independence for East Pakistan (now Bangladesh). Over the past 50 years,
Pakistan and India have gone to war two times, and intermittent border
exchanges occur at times. In particular, relations with India remain
unfriendly over the disputed territory of Kashmir, with its majority Muslim
population.

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

Mr. Nawaz Sharif was preceded as Prime Minister by Mr. Meraj Khalid who
was named to head an interim government until the new government could be
elected following the Presidential removal of the Ms. Benazir Bhutto's
Government on November 3, 1996. Mr. Nawaz Sharif was elected on February 3,
1997 to a five year term. The caretaker government of Prime Minister Meraj
Khalid in consultation with President Farooq Leghari introduced certain
structural reforms into the Pakistan economy in order to reduce the budget
deficit, including the reduction of non-developmental projects and government
spending by reducing the number of government agencies and by making the State
Bank of Pakistan ("Central Bank") largely autonomous. Mr. Nawaz Sharif's
government is expected to continue the implementation of most of these
reforms, alongside accelerating the process of privatization and deregulation
of the economy to enhance industrial, commercial and export activities.

Periodic civil unrest witnessed in 1995 appears to have largely subsided
and the metropolitan city of Karachi, the commercial heart of Pakistan, has
largely regained its stability and economic vibrance. Therefore, in addition
to the ongoing international investment in infrastructure projects, foreign
and national private investments may gain momentum in other sectors of the
economy.

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

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

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

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

In February 1991, the government announced a twenty-five point
liberalization and reform package. In particular, no approval would be
required for the issue and transfer of shares and the issue of capital by
companies in all but a few specified industries, and Pakistanis residing
overseas and foreign investors would be permitted to purchase listed shares
and to transfer capital and dividends without approval. The government has
also embarked on a major privatization program and a large number of public
sector entities have been offered for sale. Government owned banks,
telecommunications and power generation and gas distribution companies are
scheduled for privatization.

Pakistan's GDP growth for 1997 is approximately 5.2%. The projection for
economic growth for 1998 is approximately 6.5%. Inflation in 1997 was in
excess of 10%.

THE PHILIPPINES

The question most investors raise is whether the Philippines is capable of
responsible government and economic planning which would give it a GNP growth
rate approaching that of its Asian tiger neighbours. Many observers dismiss
this prospect out of hand citing the endemic problems of corruption, political
in-fighting and the lack of Confucian work ethic present in North Asia.
However, there is no doubt that the Philippines possesses enormous natural
advantages and it would be wrong to generalize about the whole archipelago of
7,000 islands from the political life of Manila alone. The island of Cebu, for
example, has seen a successful economic transformation in the past twenty
years. Manufacturing investment has grown and has begun to replace agriculture
as a principal source of employment. The Philippines has a very high rate of
literacy and the work ethic cannot be doubted by anyone who has employed
Filipino domestic workers overseas. Their earnings are an important source of
remittance back to the Philippines each year. The Filipino population in the
United States is now the largest Asian ethnic group in that country
approaching 2 million, mainly in California. Both natural resources, and an
intelligent, hardworking population favour the country. Unfortunately, the
political system has never been able to maintain the long-term stability for
its promise to be fulfilled.

SINGAPORE

"The silent success", in the words of a Singapore government minister, of
this region is based on a high literacy rate and a well-educated and trainable
workforce. The investment in human capital has proven to be more important to
a lasting economic growth success story than the availability of finance or
technology. Singapore is the de facto financial centre of the Association of
South East Asian Nations (ASEAN) region. Singapore is a small Chinese island
surrounded by a sea of Muslims. Singapore is aiming its investment at Johore
in Malaysia and Batam Island in Indonesia. This is the so-called growth
triangle.

One aspect of political risk is the handover of political power from one
generation to another. Although Lee Kwan Yew stepped down as Prime Minister in
1990, he continues to wield a large influence and power behind the scenes. His
son, Lee Hsien Loong may not take up the post of Prime Minister in the near
future. In any case, the question of dynastic succession in a parliamentary
democracy, even within a limited Confucian Chinese democracy, is, to say the
least, a questionable one. Many of the elder Lee's policies, such as imposing
the Mandarin Chinese language on the Singapore educational system, have
aroused fierce opposition among the older, anti-communist generation of
Singapore Chinese. The tight control of the media and the suppression of all
political opposition or criticism of the government, the People's Action Party
or the Prime Minister himself, has also aroused criticism both at home and
internationally.

The Singapore economy has been characterized by the highest degree of
government involvement and intervention outside of the socialist world.
Nevertheless, the growth rate has been quite impressive, averaging around 7
percent, except during the 1985-6 recession, and even more impressive has been
the tight control of inflation which, along with that of Japan, has remained
extremely low at below 3 percent for the past decade. Being a small island
state it is very sensitive to developments in its two main neighbours,
Indonesia and Malaysia, with their large commodity-based economies.
Singapore's foreign reserves held by the Monetary Authority of Singapore (MAS)
and the Government Investment Corporation of Singapore (GICS) are estimated to
be in excess of US $70 billion.

SRI LANKA

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

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

In the parliamentary elections held in August 1994, the People's Alliance
led by Mrs. Chandrika Kumaratunga managed to form the government ending the
17-year regime of the United National Party. The People's Alliance has further
consolidated its position by the victory of Mrs. Chandrika Kumaratunga in the
presidential elections held in November 1994. The new government has accorded
top priority for settling the ethnic conflict with the Tamils in the north and
had initiated peace talks with the LTTE. In 1997, however, hostility with the
Tamil Tigers was continuing.

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

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

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

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

The economic statement announced by the new government in January 1995
attempts a careful balance between the compulsions for welfare measures and
the need for attracting fresh investments. The privatization program is
scheduled to continue with the private sector given a major role in
infrastructure development. The new government has also presented its maiden
budget in February 1995 in which it has tried to do a delicate balancing act
between an extensive array of consumer subsidies on wheat, diesel and
fertilizers with a steep cut in import tariffs on consumer goods. Defense
spending increased to 14% of total government expenditures in 1996.

Although tourism has been adversely affected by the conflict with the
Tamils, GDP growth was more than 5% in 1997.

TAIWAN

The basic geopolitical fact about Taiwan is that it sits under the shadow
of mainland China and under the threat of reunification, whether peaceful or
by military means. Taiwan is dependent on its close relationship with the
United States and its very successful diplomacy and public relations campaign
which, ever since Madame Chiang Kai-Shek's days in the 1940s has sustained a
high level of sympathy in Washington for the Nationalist regime. Taiwan also
has close relations with Israel, with whom it has had military as well as
trade links. Taiwan remains a free capitalist enclave with some very
successful entrepreneurial and export-oriented companies. The government's
role in the economy is relatively small.

Nevertheless, economic integration between the Chinese communities of
China and Taiwan has increased in recent years. China has low labor costs,
inexpensive land, natural resources and less rigid environmental rules. Taiwan
has capital, technology and trained entrepreneurs. Over 20 percent of Taiwan's
trade is with mainland China and the total investment from Taiwan to China may
approach US $5 billion or even US $10 billion. A shortage of skilled labour,
the high cost of labour and the relatively strong New Taiwan dollar, has
impelled many Taiwanese businesspeople to shift their production to Thailand,
the Philippines, and Malaysia as well as China. Taiwan has over US $80 billion
of foreign exchange reserves.

Between 1960 and 1997, Taiwan's GNP grew from less than $2 billion to over
$280 billion. The economic growth has been accompanied by a transformation of
domestic production from labor intensive to capital intensive industries in
the 1970s and finally to higher technology industries in the 1980s. The Taiwan
Stock Exchange Corp. is viewed as a highly priced and highly volatile
securities market.

Taiwan has a purely Chinese culture and way of life which affects the
legal and commercial systems. Legal contracts or agreements may not be
enforceable. Even more than in China, Taiwan depends on the personal contact
and mutual trust between the two parties involved.

THAILAND

Thailand is unique in South East Asia in that it has escaped the colonial
experience and maintained its freedom and independence. The monarchy plays a
key role in maintaining the country's political stability and independence.
Nevertheless, since the absolute monarchy was ended in 1932 there have been
twenty-one coup d'etats, of which twelve have been successful. Thailand in the
1990s may remain democratic but the King and the army will continue to play a
role.

Thailand has a free and independent peasant population which has, on the
whole, enjoyed a higher standard of living than their neighbours and,
therefore, the communist movement has never made much headway among the rural
people. On the other hand again, Thailand's extraordinary economic growth in
the 1980s (averaging 10 percent per annum) has put great strains not only on
the urban environment because of traffic jams and pollution, but also on the
social and family system. Many rural families have been forced to send their
teenage children to the cities to find employment. The contrast of living
standards between Bangkok and the north east provinces (an estimated per
capital income would be perhaps US $2,500 per annum for the former and less
than US $500 per annum for the latter) must eventually create social tensions
and potential unrest. Buddhism must also be counted as a major factor of
political stability.

Thailand's economy has been among the fastest growing in the world during
the past decade. The take-off really began in 1986-7 with the flood of new
foreign investment into the country, largely from Japan and Taiwan. There has
been a large shift away from agriculture towards manufacturing. As recently as
1980, 50 percent of Thailand's exports consisted of rice and tapioca and other
agricultural products. By 1990, 75 percent of the total volume of exports were
manufactured goods, mainly from the newly established assembly plants in
Bangkok and the south. This has resulted in large changes in employment and
moves of populations.

It is surprising, considering the very high rate of economic growth that
the economy has experienced, that prices, as measured by the consumer price
index, have been kept under control. The last serious bout of inflation in
Thailand occurred during the two oil crises, first in 1973-4 when the CPI
touched 24 percent and then again in 1980-1 when there was a resurgence of
inflation to nearly 20 percent. In the later 1980s, and thanks largely to a
more stable oil price, inflation has been held in single digits and has not
exceeded 7 percent. The boom in early 1990s has resulted in over-valued
currency, real estates and problems in the banking sector. These have finally
hurt the economy of Thailand in 1997 and as a result International Monetary
Fund's rescue have been requested. The economic contraction in 1998 was severe
but was generally viewed as a healthy one.

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
January 1, 1999

EATON VANCE GREATER CHINA GROWTH FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

Page
Strategies and Risks .................................................. 1
Investment Restrictions ............................................... 6
Management and Organization ........................................... 9
Investment Advisory and Administrative Services ....................... 13
Other Service Providers ............................................... 16
Purchasing and Redeeming Shares ....................................... 17
Sales Charges ......................................................... 19
Performance ........................................................... 22
Taxes ................................................................. 24
Portfolio Security Transactions ....................................... 25
Financial Statements .................................................. 27

Appendices:
A: Class A Fees, Performance and Ownership ............................ a-1
B: Class B Fees, Performance and Ownership ............................ b-1
C: Class C Fees, Performance and Ownership ............................ c-1
D: China Region Countries ............................................. d-1

<PAGE>

STRATEGIES AND RISKS

CHINA REGION RISKS. Investments in the China Region can involve significant
risks that are generally not involved with investments in U.S. companies. The
Fund is intended for long-term investors who can accept international
investment risk and little or no current income. The Fund is not intended to
be a complete investment program. A prospective investor should take into
account personal objectives and other investments when considering the
purchase of Fund shares. The Fund cannot assure achievement of its investment
objective. China Region investments may offer higher potential for gains and
losses than investments in the United States.

The Portfolio will, under normal market conditions, invest at least 65% of
its total assets in equity securities of China growth companies ("Greater
China investments"). However, it is expected that substantially all of the
Portfolio's assets will normally be invested in equity securities, warrants
and equity options. Equity securities, for purposes of the 65% policy, will be
limited to common and preferred stocks; equity interests in trusts,
partnerships, joint ventures and other unincorporated entities or enterprises;
special classes of shares available only to foreign investors in markets that
restrict the ownership by foreign investors to certain classes of equity
securities; convertible preferred stocks; and other convertible investment
grade debt instruments. A debt security is investment grade if it is rated BBB
or above by Standard & Poor's Ratings Group ("S&P") or Baa or above by Moody's
Investors Service, Inc. ("Moody's") or determined to be of comparable quality
by the Adviser. Debt securities rated BBB by S&P or Baa by Moody's have
speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt securities. The
Portfolio will promptly dispose of any convertible debt instrument which is
rated or determined by the Adviser to be below investment grade subsequent to
acquisition by the Portfolio.

In addition to its investments in equity securities, the Portfolio may
invest up to 5% of its net assets in options on equity securities and up to 5%
of its net assets in warrants, including options and warrants traded in over-
the-counter markets. The Portfolio will not, under normal market conditions,
invest more than 35% of its total assets in equity securities other than
Greater China investments, warrants, options on securities and indices,
options on currency, futures contracts and options on futures, forward foreign
currency exchange contracts, currency swaps and any other non-equity
investments. The Portfolio will not invest in debt securities, other than
investment grade convertible debt instruments. The Portfolio may temporarily
borrow up to 5% of the value of its total assets to satisfy redemption
requests or settle securities transactions.

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

China Region stock markets are undergoing a period of growth and change
which may result in trading volatility and difficulties in the settlement and
recording of transactions, and in interpreting and applying the relevant law
and regulations. In particular, the securities industry in China is not well
developed. China has no securities laws of nationwide applicability. Municipal
securities regulations governing the Shanghai and Shenzhen securities
exchanges are new. Stockbrokers and other intermediaries in the China Region
may not perform as well as their counterparts in the United States and other
more developed securities markets.

CHINA REGION COUNTRY CONSIDERATIONS. The Portfolio will invest in China
Region countries with emerging economies or securities markets. Political and
economic structures in many of such countries are undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristic of the United States. Certain
of such countries may have, in the past, failed to recognize private property
rights and have at times nationalized or expropriated the assets of private
companies. As a result, the risks described above, including the risks of
nationalization or expropriation of assets, may be heightened. In addition,
unanticipated political or social developments may affect the values of the
Portfolio's investments in those countries and the availability to the
Portfolio of additional investments in those countries. The laws of countries
in the region relating to limited liability of corporate shareholders,
fiduciary duties of officers and directors, and the bankruptcy of state
enterprises are generally less well developed than or different from such laws
in the United States. It may be more difficult to obtain a judgement in the
courts of these countries than it is in the United States. China does not have
a comprehensive system of laws and some laws are not even publicly available.

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

FOREIGN CURRENCY TRANSACTIONS. Forward foreign currency exchange contracts are
individually negotiated and privately traded by currency traders and their
customers. A forward contract involves an obligation to purchase or sell a
specific currency (or basket of currencies) for an agreed price at a future
date, which may be any fixed number of days from the date of the contract. The
Portfolio may engage in cross-hedging by using forward contracts in one
currency (or basket of currencies) to hedge against fluctuations in the value
of securities denominated in a different currency if the Adviser determines
that there is an established historical pattern of correlation between the two
currencies (or the basket of currencies and the underlying currency). Use of a
different foreign currency magnifies the Portfolio's exposure to foreign
currency exchange rate fluctuations. The Portfolio may also use forward
contracts to shift its exposure to foreign currency exchange rate changes from
one currency to another.

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS. The Portfolio does not intend to
write a covered option on any security if after such transaction more than 15%
of its net assets, as measured by the aggregate value of the securities
underlying all covered calls and puts written by the Portfolio, would be
subject to such options. The Portfolio will only write a put option on a
security which it intends to ultimately acquire for its portfolio. The
Portfolio does not intend to purchase any options if after such transaction
more than 5% of its net assets, as measured by the aggregate of all premiums
paid for all such options held by the Portfolio, would be so invested. The
Portfolio may enter into futures contracts (and options thereon) traded on a
foreign exchange, only if the Adviser determines that trading on 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 United States CFTC-regulated exchanges.

REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase agreements (the
purchase of a security coupled with an agreement to resell at a higher price)
with respect to its permitted investments. In the event of the bankruptcy of
the other party to a repurchase agreement, the Portfolio might experience
delays in recovering its cash. To the extent that, in the meantime, the value
of the securities the Portfolio purchased may have decreased, the Portfolio
could experience a loss. At no time will the Portfolio commit more than 15% of
its net assets to repurchase agreements which mature in more than seven days
and other illiquid securities. The Portfolio's repurchase agreements will
provide that the value of the collateral underlying the repurchase agreement
will always be at least equal to the repurchase price, including any accrued
interest earned on the repurchase agreement, and will be marked to market
daily.

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

LENDING PORTFOLIO SECURITIES. The Portfolio may seek to increase its income by
lending portfolio securities to broker-dealers or other institutional
borrowers. Under present regulatory policies of the Commission, such loans are
required to be secured continuously by collateral in cash, cash equivalents or
U.S. Government securities held by the Portfolio's custodian and maintained on
a current basis at an amount at least equal to market value of the securities
loaned, which will be marked to market daily. Cash equivalents include short-
term municipal obligations as well as taxable certificates of deposit,
commercial paper and other short-term money market instruments. The financial
condition of the borrower will be monitored by the Adviser on an ongoing
basis. The Portfolio would continue to receive the equivalent of the interest
or dividends paid by the issuer on the securities loaned and would also
receive a fee, or all or a portion of the interest on investment of the
collateral. The Portfolio would have the right to call a loan and obtain the
securities loaned at any time on up to five business days' notice. The
Portfolio would not have the right to vote any securities having voting rights
during the existence of a loan, but could call the loan in anticipation of an
important vote to be taken among holders of the securities or the giving or
holding of their consent on a material matter affecting the investment. If the
Adviser decides to make securities loans, it is intended that the value of the
securities loaned would not exceed one-third of the Portfolio's total assets.
As with other extensions of credit there are risks of delay in recovery or
even loss of rights in the securities loaned if the borrower of the securities
fails financially. However, the loans will be made only to organizations
deemed by the Adviser to be sufficiently creditworthy and when, in the
judgment of the Adviser, the consideration which can be earned from securities
loans of this type justifies the attendant risk. Securities lending involves
administration expenses including finders fees.

INVESTMENT POLICIES. The Fund and the Portfolio have adopted certain
fundamental investment restrictions and policies which are enumerated in
detail in the Statement of Additional Information and which may not be changed
unless authorized by a shareholder vote and an investor vote, respectively.
Except with respect to the Portfolio's borrowing limitation, 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. As a matter of fundamental policy the Portfolio will invest
less than 25% of its total assets in the securities, other than U.S.
Government securities, of issuers in any one industry. However, the Portfolio
is permitted to invest 25% or more of its total assets in (i) the securities
of issuers located in any one country in the China Region and (ii) assets
denominated in the currency of any one country.

INVESTMENT RESTRICTIONS

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

(1) issue senior securities (as defined in the Investment Company Act of
1940 and rules thereunder) or borrow money, except that the Fund or the
Portfolio may borrow:

(i) from banks to purchase or carry securities, commodities, commodities
contracts or other investments;

(ii) from banks for temporary or emergency purposes not in excess of 10%
of its gross assets taken at market value; or

(iii) by entering into reverse repurchase agreements,

if, immediately after any such borrowing, the value of the Fund's or
Portfolio's total assets, including all borrowings then outstanding, is equal
to at least 300% of the aggregate amount of borrowings then outstanding. Any
such borrowings may be secured or unsecured. The Portfolio or the Fund may
issue securities (including senior securities) appropriate to evidence such
indebtedness, including reverse repurchase agreements.

(2) Pledge its assets, except that the Portfolio or the Fund may pledge
not more than one-third of its total assets (taken at current value) to secure
borrowings made in accordance with investment restriction (1) above; for the
purpose of this restriction the deposit of assets in a segregated account with
the Portfolio's or the Fund's custodian, as the case may be, in connection
with any of the Portfolio's or the Fund's respective investment transactions
is not considered to be a pledge.

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

(4) Make short sales of securities or maintain a short position, unless at
all times when a short position is open the Portfolio or the Fund either owns
an equal amount of such securities or owns securities convertible into or
exchangeable, without the payment of any additional consideration, for
securities of the same issue as, and equal in amount to, the securities sold
short.

(5) Purchase securities issued by any other open-end investment company or
investment portfolio, except as they may be acquired as part of a merger,
consolidation or acquisition of assets, except that the Fund may invest all or
substantially all of its assets in either the Portfolio or any other
registered investment company having substantially the same investment
objective as the Fund and except as otherwise permitted by the Investment
Company Act of 1940.

(6) 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 Portfolio or the Trust or is a member, officer, director or
trustee of any investment adviser of the Portfolio or the Fund, if after the
purchase of the securities of such issuer by the Portfolio or the Fund 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); provided, however, that the Fund may invest all or
substantially all of its assets in either the Portfolio or any other
registered investment company having substantially the same investment
objective as the Fund and having any officers, directors, trustees or security
holders who are officers or Trustees of the Trust.

(7) Underwrite securities issued by other persons, except insofar as the
Fund or the Portfolio may technically be deemed to be an underwriter under the
Securities Act of 1933 in selling or disposing of a portfolio security, and
except that the Fund may invest all or substantially all of its assets in
either the Portfolio or any other registered investment company having
substantially the same investment objective as the Fund.

(8) Make loans to other persons, except by (a) the acquisition of money
market instruments, debt securities and other obligations in which the
Portfolio or the Fund is authorized to invest in accordance with their
respective investment objective and policies, (b) entering into repurchase
agreements and (c) lending their respective portfolio securities.

(9) Purchase the securities of any one issuer (other than obligations
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, with respect to 75% of its total assets and as a result
of such purchase (a) more than 5% of the total assets of the Portfolio or the
Fund, as the case may be (taken at current value), would be invested in the
securities of such issuer, or (b) the Fund or the Portfolio would hold more
than 10% of the outstanding voting securities of that issuer, except that the
Fund may invest all or substantially all of its assets in, and may acquire up
to 100% of the outstanding voting securities of either the Portfolio or any
other registered investment company having substantially the same investment
objectives as the Fund.

(10) Purchase any security if, as a result of such purchase, 25% or more
of the total assets of the Portfolio or the Fund, as the case may be (taken at
current value) would be invested in the securities of issuers having their
principal business activities in the same industry (the electric, gas and
telephone utility industries being treated as separate industries for the
purpose of this restriction); provided that there is no limitation with
respect to obligations issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities and except that the Fund may invest all or
substantially all of its assets in either the Portfolio or any other
registered investment company having substantially the same investment
objective as the Fund.

(11) Invest for the purpose of gaining control of a company's management.

(12) Purchase or sell real estate, although the Fund or the Portfolio may
purchase and sell securities which are secured by interests in real estate,
securities of issuers which invest or deal in real estate and real estate that
is acquired as the result of the ownership of securities.

(13) Purchase or sell physical commodities (other than currency) or
contracts for the purchase or sale of physical commodities (other than
currency).

(14) Buy investment securities from or sell them to any of the respective
officers or Trustees of the Trust or the Portfolio, the Portfolio's investment
adviser or the Fund's principal underwriter, as principal; provided, however,
that any such person or firm may be employed as a broker upon customary terms
and that this restriction does not apply to the Fund's investments in either
the Portfolio or any other registered investment company having substantially
the same investment objective as the Fund.

(15) Purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs.

For the purpose of investment restrictions (1), (2) and (3), the
arrangements (including escrow, margin and collateral arrangements) made by
the Portfolio or the Fund with respect to their respective transactions in all
types of options, futures contracts, options on futures contracts, forward
contracts, currencies, and commodities and options thereon shall not be
considered to be (i) a borrowing of money or the issuance of securities
(including senior securities) by the Portfolio or the Fund, as the case may
be, (ii) a pledge of its assets or (iii) the purchase of a security on margin.

For as long as a feeder fund of the Portfolio has registered shares in
Hong Kong, the Portfolio may not (i) invest more than 10% of its net assets in
the securities of any one issuer or, purchase more than 10% of any class of
security of any one issuer, provided, however, up to 30% of the Portfolio's
net asset value may be invested in Government and public securities of the
same issue; and the Portfolio may invest all of its assets in Government and
other public securities in at least six different issues, (ii) invest more
than 15% of net assets in securities which are not listed or quoted on any
stock exchange, over-the-counter market or other organized securities market
that is open to the international public and on which such securities are
regularly traded (a "Market"), (iii) invest more than 15% of net assets in
warrants and options for non-hedging purposes, (iv) write call options on
Portfolio investments exceeding 25% of its total net asset value in terms of
exercise price, (v) enter into futures contracts on an unhedged basis where
the net total aggregate value of contract prices, whether payable by or to the
Portfolio under all outstanding futures contracts, together with the aggregate
value of holdings under (vi) below exceeds 20% of the net total asset value of
the Portfolio, (vi) invest in physical commodities (including gold, silver,
platinum or other bullion) and commodity based investments (other than shares
in companies engaged in producing, processing or trading in commodities) which
value together with the net aggregate value of the holdings described in (v)
above, exceeds 20% of the Portfolio's net asset value, (vii) purchase shares
of other investment companies exceeding 10% of net assets. In addition, the
investment objective of any scheme in which any Portfolio invests must not be
to invest in investments prohibited by this undertaking and where the scheme's
investment objective is to invest primarily in investments which are
restricted by this undertaking, such holdings must not be in contravention of
the relevant limitation, (viii) borrow more than 25% of its net assets
(provided that for the purposes of this paragraph, back to back loans are not
to be categorized as borrowings), (ix) write uncovered options, (x) invest in
real estate (including options, rights or interests therein but excluding
shares in real estate companies), (xi) assume, guarantee, endorse or otherwise
become directly or contingently liable for, or in connection with, any
obligation or indebtedness of any person in respect of borrowed money without
the prior written consent of the custodian of the Portfolio, (xii) engage in
short sales involving a liability to deliver securities exceeding 10% of its
net assets provided that any security which a Portfolio does sell short must
be actively traded on a market, (xiii) subject to paragraph (v) above,
purchase an investment with unlimited liability or (xiv) purchase any nil or
partly-paid securities unless any call thereon could be met in full out of
cash or near cash held by it in the amount of which has not already been taken
into account for the purposes of (ix) above.

(a) invest more than 15% of its net assets in investments which are
not readily marketable, including restricted securities and repurchase
agreements with a maturity longer than seven days. Restricted securities
for the purposes of this limitation do not include securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the
Board of Trustees of the Trust or the Portfolio, or its delegate,
determines to be liquid. If the Fund or Portfolio invests in Rule 144A
securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such
securities; or

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 below investment grade made by a rating service, will
not compel the Fund or the Portfolio, as the case may be, to dispose of such
security or other asset. Nevertheless, under normal market conditions the Fund
and the Portfolio must take actions necessary to comply with its policy of
investing at least 65% of total assets in equity securities of China growth
companies and not investing more than 15% of net assets in illiquid
securities. Moreover, the Fund and the Portfolio must always be in compliance
with its borrowing policy set forth above.

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers
of the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is 24 Federal Street, Boston, Massachusetts 02110. 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
Portfolio, as defined in the 1940 Act, are indicated by an asterisk(*).

JAMES B. HAWKES (57), President of the Trust, Vice President of the Portfolio
and Trustee*
Chairman, President and Chief Executive Officer of BMR, Eaton Vance and their
corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee
and officer of various investment companies managed by Eaton Vance or BMR.
Director of Lloyd George Management (B.V.I.) Limited.

HON. ROBERT LLOYD GEORGE (46), President of the Portfolio and Trustee of the
Portfolio*
Chairman and Chief Executive Officer of LGM. Chairman and Chief Executive
Officer of Lloyd George.
Address: 3808 One Exchange Square, Central, Hong Kong

SAMUEL L. HAYES, III (63), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
Graduate School of Business Administration. Trustee of the Kobrick-Cedant
Investment Trust (mutual funds). Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02190

NORTON H. REAMER (63), Trustee
Chairman of the Board and Chief Executive Officer, United Asset Management
Corporation (a holding company owning institutional investment management
firms); Chairman, President and Director, UAM Funds (mutual funds). Trustee
of various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

LYNN A. STOUT (41), Trustee of the Trust
Professor of Law, Georgetown University Law Center. Elected Trustee October
30, 1998. Trustee of various investment companies managed by Eaton Vance or
BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

JOHN L. THORNDIKE (72), Trustee of the Trust
Formerly Director of Fiduciary Company Incorporated. Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (68), Trustee of the Trust
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

WILLIAM D. BURT (60), Vice President of the Trust
Vice President of Eaton Vance and BMR since November 1994; formerly Vice
President of The Boston Company (1990-1994).

BARCLAY TITTMANN (66), Vice President of the Trust
Vice President of Eaton Vance and BMR.

SCOBIE DICKINSON WARD (32), Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio
Director of LGM and Chief Investment Officer of Lloyd George.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (48), Vice President and Assistant Treasurer of
the Portfolio
Director, Finance Director and Chief Operating Officer of Lloyd George.
Director of LGM.
Address: 3808 One Exchange Square, Central, Hong Kong

JAMES L. O'CONNOR (53), Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (58), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance and EVC 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.

JANET E. SANDERS (63), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (36), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (41), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

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

Trustees of the Portfolio (except Mr. Chen) that are not affiliated with
Eaton Vance may elect to defer receipt of all or a percentage of their annual
fees in accordance with the terms of a Trustees Deferred Compensation Plan
(the "Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may
elect to have his deferred fees invested by the Portfolio in the shares of one
or more funds in the Eaton Vance Family of Funds, and the amount paid to the
Trustees under the Trustees' Plan will be determined based upon the
performance of such investments. Deferral of Trustees' fees in accordance with
the Trustees' Plan will have a negligible effect on the Portfolio's assets,
liabilities, and net income per share, and will not obligate the Portfolio to
retain the services of any Trustee or obligate the Portfolio to pay any
particular level of compensation to the Trustee. Neither the Portfolio nor the
Trust has a retirement plan for its Trustees.

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) During the fiscal year ended August 31, 1998, the
noninterested Trustees of the Trust and the Portfolio received the following
compensation in their capacities as Trustees from the Trust, the Portfolio and
the funds in the Eaton Vance fund complex(1):

<TABLE>
<CAPTION>
SOURCE OF JESSICA M. HON. EDWARD DONALD R. SAMUEL L. NORTON H. LYNN A. JOHN L. JACK L.
COMPENSATION BIBLIOWICZ(6) K.Y. CHEN DWIGHT HAYES, III REAMER STOUT(6) THORNDIKE TREYNOR
--------- ------------ ---------- --------- ---------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trust(2) ........... $ -- $ -- $ 2,284 $ 2,178 $ 2,007 $ -- $ 2,182 $ 2,395
Portfolio .......... -- 5,000 2,359 2,595 2,441 -- -- --
Trust and Fund
Complex .......... -- 20,525 152,500(3) 162,500(4) 152,500 -- 152,500(5) 160,000
</TABLE>
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(1) As of January 1, 1999, the Eaton Vance Fund complex consists of 143
registered investment companies or series thereof.
(2) The Trust consisted of 6 Funds as of August 31, 1998.
(3) Includes $52,500 of deferred compensation.
(4) Includes $40,625 of deferred compensation.
(5) Includes $113,047 of deferred compensation.
(6) Ms. Bibliowicz and Ms. Stout were elected Trustees on October 30, 1998 and
will receive compensation approximating the other Trustees after November
1, 1998.

ORGANIZATION. The Fund is a series of the Trust, which is organized under
Massachusetts law and is operated as an open-end management investment
company. The Fund (formerly EV Marathon Greater China Growth Fund) established
3 classes of shares on September 1, 1997 -- Class A shares (formerly EV
Traditional Greater China Growth Fund), Class B shares and Class C shares
(formerly EV Classic Greater China Growth Fund) of Eaton Vance Greater China
Growth Fund. Information herein prior to such date is for the Fund before it
became a multiple-class fund.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. The Portfolio has engaged Lloyd George
Management (Hong Kong) Limited ("LGM-HK") as its investment adviser. Pursuant
to a service agreement effective on January 1, 1996 between LGM-HK and its
affiliate, Lloyd George Investment Management (Bermuda) Limited ("LGIM-B"),
LGIM-B, acting under the general supervision of the Portfolio's Board of
Trustees, is responsible for managing the Portfolio's investments. LGM-HK
supervises LGIM-B's performance of this function and retains its contractual
obligations under its investment advisory agreement with the Portfolio. LGM-HK
and LGIM-B are both referred to separately as an Adviser or together as the
Advisers.

LGIM-B is responsible for effecting all security transactions on behalf of
the Portfolio, including the allocation of principal transactions and
portfolio brokerage and the negotiation of commissions. Under the investment
advisory agreement, LGM-HK is entitled to receive a monthly advisory fee
computed by applying the annual asset rate applicable to that portion of the
average daily net assets of the Portfolio throughout the month in each
Category as indicated below:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
-------- ------------------------ ----------
1 less than $500 million ........................... 0.75%
2 $500 million but less than $1 billion ............ 0.70
3 $1 billion but less than $1.5 billion ............ 0.65
4 $1.5 billion but less than $2 billion ............ 0.60
5 $2 billion but less than $3 billion .............. 0.55
6 $3 billion and over .............................. 0.50

Since January 1, 1996, LGM-HK pays to LGIM-B the entire amount of the
advisory fee payable by the Portfolio under its investment advisory agreement
with LGM-HK.

As of August 31, 1998, the Portfolio had net assets of $140,648,540. For
the fiscal years ended August 31, 1998, 1997, and 1996, LGM-HK earned advisory
fees of $2,102,636, $3,890,037, and $4,211,398, respectively, (equivalent to
0.75%, 0.75%, and 0.74%, respectively, of the Portfolio's average daily net
assets for each such year).

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

While the Portfolio is a New York trust, the Advisers, together with
certain Trustees and officers of the 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 the Advisers and such individuals under the federal
securities laws of the United States. The Portfolio has been advised that
there is substantial doubt as to the enforceability in the countries in which
the Adviser and such individuals reside of such civil remedies and criminal
penalties as are afforded by the federal securities laws of the United States.

The Advisers and LGM have adopted a conservative management style,
providing a blend of Asian and multinational expertise with the most rigorous
international standards of fundamental security analysis. Although focused
primarily in Asia, the Advisers and LGM maintain a network of international
contacts in order to monitor international economic and stock market trends
and offer clients a global management service.

The directors of LGM-HK are the Honourable Robert Lloyd George, William
Walter Raleigh Kerr, M.F. Tang, Scobie Dickinson Ward, Pamela Chan and Adaline
Mang-Yee Ko. The Hon. Robert Lloyd George is Chairman and Chief Executive
Officer of each Adviser and Mr. Kerr is Chief Operating Officer of each
Adviser. The directors of LGIM-B are the Honorable Robert Lloyd George,
William Walter Raleigh Kerr, Scobie Dickinson Ward, M.F. Tang, Pamela Chan,
Adaline Mang-Yee Ko, Peter Bubenzer and Judith Collis. The business address of
the first six individuals is 3808 One Exchange Square, Central, Hong Kong and
of the last two is Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.

Mr. Lloyd George was born in London in 1952 and educated at Eton College,
where he was a King's Scholar, and at Oxford University. Prior to founding
LGM, Mr. Lloyd George was Managing Director of Indosuez Asia Investment
Services Ltd. In 1983 Mr. Lloyd George launched and managed the Henderson
Japan Special Situations Trust. Prior to that he spent four years with the
Fiduciary Trust Company of New York researching international securities, in
the United States and Europe, for the United Nations Pension Fund.

Adaline Mang-Yee Ko is a director of LGM and manages the Portfolio. She
was born in 1943 and educated at University of Birmingham, England and at
London Business School, where she received her MBA. Ms. Ko has over 14 years
experience working with Far East Asian equities. From 1982-1988, she worked at
Save & Prosper Group Ltd. as an investment manager. In 1988, Ms. Ko
transferred to Robert Fleming & Co. Ltd. In 1990, she was promoted to Director
of Fleming Investment Management Ltd. In 1992, she was promoted to Head of the
Pacific Region Portfolios Group where she supervised a team of 5 with
responsibility for over $1.5 billion in assets under management. Ms. Ko joined
LGM in 1995.

The Advisers follow a common investment philosophy, striving to identify
companies with outstanding management and earnings growth potential by
following a disciplined management style, adhering to the most rigorous
international standards of fundamental security analysis, placing heavy
emphasis on research, visiting every company owned, and closely monitoring
political and economic developments.

ADMINISTRATIVE SERVICES. Under Eaton Vance's management contract with the Fund
and administration agreement with the Portfolio, Eaton Vance receives a
monthly management fee from the Fund and a monthly administration fee from the
Portfolio. Each fee is computed by applying the annual asset rate applicable
to that portion of the average daily net assets of the Fund or the Portfolio
throughout the month in each Category as indicated below:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
-------- ------------------------ ----------
1 less than $500 million ........................... 0.25%
2 $500 million but less than $1 billion ............ 0.23333
3 $1 billion but less than $1.5 billion ............ 0.21667
4 $1.5 billion but less than $2 billion ............ 0.20
5 $2 billion but less than $3 billion .............. 0.18333
6 $3 billion and over .............................. 0.16667

As of August 31, 1998, the Portfolio had net assets of $140,648,540. For
the fiscal years ended August 31, 1998, 1997 and 1996, Eaton Vance earned
administration fees of $700,907, $1,295,045, and $1,404,681, respectively,
(equivalent to 0.25% of the Portfolio's average daily net assets for each such
year).

As of August 31, 1998, the Fund had net assets of $138,361,218. For the
fiscal years ended August 31, 1998, 1997 and 1996, Eaton Vance earned
management fees of $695,437, $722,858 and $782,873, respectively (equivalent
to 0.25% of the Fund's average daily net assets for each such year).

INFORMATION ABOUT EATON VANCE. Eaton Vance is a business trust organized under
Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee of Eaton Vance.
Eaton Vance and EV are wholly-owned subsidiaries of Eaton Vance Corporation
("EVC"), a Maryland corporation and publicly-held holding company. EVC through
its subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities. The Directors of EVC are James B.
Hawkes, Benjamin A. Rowland, Jr., John G.L. Cabot, John M. Nelson, Vincent M.
O'Reilly and Ralph Z. Sorenson. All of the issued and outstanding shares of
Eaton Vance 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.
Hawkes, and Rowland, Alan R. Dynner, Thomas E. Faust, Jr., Thomas J. Fetter,
Duncan W. Richardson, William M. 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 indicated under
"Management and Organization", all of the officers of the Trust (as well as
Mr. Hawkes who is also a Trustee) hold positions in the Eaton Vance
organization.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), 24 Federal
Street, Boston, MA 02110, is the Fund's principal underwriter. The principal
underwriter acts as principal in selling shares under a Distribution Agreement
with the Trust. The expenses of printing copies of prospectuses used to offer
shares and other selling literature and of advertising are borne by the
principal underwriter. The fees and expenses of qualifying and registering and
maintaining qualifications and registrations of the Fund and its shares under
federal and state securities laws are borne by the Fund. The Distribution
Agreement as it applies to Class A shares 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 Distribution Agreement as it applies to Class
B and Class C shares 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 shares of the
relevant class or on six months' notice by the principal underwriter and is
automatically terminated upon assignment. The principal underwriter
distributes 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 investment dealers discounts from the applicable public offering price
which are alike for all investment dealers. See "Sales Charges." EVD is a
wholly-owned subsidiary of EVC. M. Hawkes is a Vice President and Director and
Messrs. Dynner and O'Connor are Vice Presidents of EVD.

TRANSFER AGENT. First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123, serves as transfer and dividend disbursing agent
for the Fund.

PURCHASING AND REDEEMING SHARES

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 Class B and Class C Distribution 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.

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 securities. Securities determined to be acceptable
should be transferred via book entry or physically delivered, in proper form
for transfer, through an investment dealer, together with a completed and
signed Letter of Transmittal in approved form (available from investment
dealers). 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.

SYSTEMATIC WITHDRAWAL PLAN. The transfer agent will send to the shareholder
regular monthly or quarterly payments of any permitted amount designated by
the shareholder based upon the value of the shares held. The checks will be
drawn from share redemptions and hence, 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.

SALES CHARGES

SALES CHARGE WAIVERS. 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 investment dealers and
bank employees who refer customers to registered representatives of invetment
dealers; to officers and employees of IBT and the transfer agent; and to such
persons' spouses, parents, siblings and children 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". 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 investment advisory, agency, custodial or trust account managed
or administered by Eaton Vance or by any parent, subsidiary or other affiliate
of Eaton Vance. Class A shares are offered at net asset value to the foregoing
persons and in the foregoing situations because either (i) there is no sales
effort involved in the sale of shares or (ii) the investor is paying a fee
(other than the sales charge) to the investment dealer involved in the sale.

TAX-SHELTERED RETIREMENT PLANS. Class A and Class C shares 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.

The Trust has also adopted compensation-type Distribution Plans (the
"Class B and Class C Plans") pursuant to Rule 12b-1 under the 1940 Act for the
Fund's Class B and Class C shares. The Class B and Class C Plans are designed
to permit an investor to purchase shares through an investment dealer without
incurring an initial sales charge and at the same time permit the principal
underwriter to compensate investment dealers in connection therewith. The
Class B and Class C 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 shares. On each sale of shares (excluding reinvestment of
distributions), the Fund will pay the principal underwriter amounts
representing (i) sales commissions equal to 5% for Class B shares and 6.25%
for Class C shares 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. To pay these amounts, each Class 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
investment dealers on the sale of shares and for interest expenses. For sales
of Class B shares, the principal underwriter uses its own funds to pay sales
commissions (except on exchange transactions and reinvestments) to investment
dealers at the time of sale equal to 4% of the purchase price of the Class B
shares sold by such dealers. For Class C shares, the principal underwriter
currently expects to pay to an investment dealer (a) sales commissions (except
on exchange transactions and reinvestments) at the time of sale equal to .75%
of the purchase price of the shares sold by such dealer, and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of shares
sold by such dealer 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
paid to investment dealers at the time of sale. CDSCs paid to the principal
underwriter will be used to reduce amounts owed to it. The Class B and Class C
Plans provide that the Fund 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. Because payments to the principal underwriter under the
Class B and Class C 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. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
and Class C shares, see Appendix B and Appendix C, respectively.

In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions
and distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the principal underwriter is entitled
to be paid under the Plan since its inception. Payments theretofore paid or
payable under the Class B and Class C 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.

Distribution of Class B and Class C shares of the Fund by the principal
underwriter will also be encouraged by the payment by LGIM-B to the principal
underwriter of amounts equivalent to .15% for Class B and .125% for Class C of
each Class's annual average daily net assets. The aggregate amounts of such
payments are a deduction in calculating the outstanding uncovered distribution
charges of the principal underwriter under the Class B and Class C Plans and,
therefore, will benefit shareholders when such charges exist. Such payments
will be made in consideration of the principal underwriter's distribution
efforts.

The Class B and Class C Plans also authorize each Class to make payments
of service fees to the principal underwriter, investment dealers and other
persons in amounts not exceeding .25% of its average daily net assets for
personal services, and/or the maintenance of shareholder accounts. 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. For Class C,
investment dealers currently receive (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 dealer, and (b) monthly
service fees approximately equivalent to 1/12 of .25% of the value of Class C
shares sold by such dealer 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 investment dealers at the time of sale. For the service fees
paid by Class B and Class C shares, see Appendix B and Appendix C,
respectively.

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. 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 at
the time of sale, it is anticipated that the Eaton Vance organization will
profit by reason of the operation of the Class B and Class C Plans through an
increase in the Fund's assets (thereby increasing the advisory fee payable to
BMR by the Portfolio) resulting from sale of 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
Class B and Class C Plans if at any point in time the aggregate amounts
theretofore received by the principal underwriter pursuant to the Class B or
Class C Plan and from CDSCs have exceeded the total expenses theretofore
incurred by such organization in distributing shares. 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 Class A and Class B and Class C Plans continue in effect from year to
year 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 "Plan Trustees") and (ii) all of the
Trustees then in office. Each Plan may be terminated at any time by vote of a
majority of the Plan Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Class. 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 shareholders of the affected Class and the Trustees. So long as a Plan
is in effect, the selection and nomination of the noninterested Trustees shall
be committed to the discretion of such Trustees. The Class A, Class B and
Class C Plans were initially approved by the Trustees, including the Plan
Trustees, on June 23, 1997.

The Trustees of the Trust believe that each Plan will be a significant
factor in the expected growth of each Fund's assets, and will result in
increased investment flexibility and advantages which have benefitted and will
continue to benefit the Fund and its shareholders. Payments for sales
commissions and distribution fees made to the principal underwriter under the
Class B and Class C Plans will compensate the principal underwriter for its
services and expenses in distributing those classes of shares. Service fee
payments made to the principal underwriter and investment dealers provide
incentives to provide continuing personal services to investors and the
maintenance of shareholder accounts. By providing incentives to the principal
underwriter and investment dealers, each Plan is expected to result in the
maintenance of, and possible future growth in, the assets of the Fund. Based
on the foregoing and other relevant factors, the Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that each
Plan will benefit the Fund and its shareholders.

PERFORMANCE

Average annual total return is determined separately for each Class of the
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 results. 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 the Fund, see
Appendix A, Appendix B and Appendix C.

The 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. The Fund's performance may be compared in publications to the
performance of various indices and investments for which reliable data is
available, and to averages, performance rankings and/or ratings or other
information prepared by recognized mutual fund statistical services. The
Fund's performance may differ from that of other investors in the Portfolio,
including other investment companies.

The Fund's total return may be compared to relevant indices, such as the
Consumer Price Index and various domestic and foreign securities indices. The
Fund's total return and comparisons with these indices may be used in
advertisements and in information furnished to present or prospective
shareholders. In addition, evaluations of the Fund's performance or rankings
and/or ratings of mutual funds (which include the Fund) made by independent
sources may be used in advertisements and in information furnished to present
or prospective shareholders. Information, charts and illustrations showing the
effect of compounding interest or relating to inflation and taxes (including
their effects on the dollar and the return on stocks and other investment
vehicles) may also be included in advertisements and materials furnished to
present and prospective investors.

Information used in advertisements and materials furnished to present or
prospective shareholders may include descriptions of the economies of China
and countries in the China Region. Such descriptions may include discussions
of developments in such economies; statistical information relating to China
and China Region countries, companies located in such countries and the stock
markets of such countries; and opinions of the Adviser. Information provided
to present and prospective shareholders may also include descriptions of the
Adviser's investment experience and the benefits of global investing.

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

TAXES

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

In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income for such
year, at least 98% of 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 and capital gains from the prior year (as previously computed) that was
not paid out during such year and on which the Fund paid no federal income
tax. Under current law, provided that the Fund qualifies as a RIC and the
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.

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

PORTFOLIO SECURITY TRANSACTIONS

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

Subject to the requirement that the Adviser shall use its best efforts to
seek to execute portfolio security transactions of the Portfolio at
advantageous prices and at reasonably competitive commission rates or spreads,
the Adviser is authorized to consider as a factor in the selection of any
broker-dealer firm with whom Portfolio orders may be placed the fact that such
firm has sold or is selling shares of the Fund or of other investment
companies sponsored by Eaton Vance. This policy is not inconsistent with a
rule of the 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.

For the fiscal years ended August 31, 1998, 1997 and 1996, the Portfolio
paid brokerage commissions of $1,005,499, $2,263,407 and $2,802,590,
respectively, with respect to portfolio transactions. Of this amount,
approximately $555,173, $1,181,469 and $2,342,231 was paid in respect of
portfolio security transactions aggregating approximately $224,737,604,
$272,549,565 and $366,522,257, respectively, 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).

FINANCIAL STATEMENTS

The audited financial statements of and the independent auditors' report
for the Fund and the Portfolio appear in the Fund's most recent annual report
to shareholders and are incorporated by reference into this SAI. A copy of the
Fund's most recent annual report accompanies this SAI. Consistent with
applicable law, duplicate mailings of shareholder reports and certain other
Fund information to shareholders residing at the same address may be
eliminated.

Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio for the fiscal year ended August 31, 1998, as
previously filed electronically with the Commission (Accession No.
0000950109-98-004868).

<PAGE>

APPENDIX A

CLASS A FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, Class A paid distribution
fees under the Plan to the prinicpal underwriter aggregating $289,400. During
the fiscal year ended August 31, 1998, Class A made service fee payments to
the principal underwriter and investment dealers aggregating $216,153, of
which $198,040 was paid to investment dealers and the balance of which was
retained by the principal underwriter.

PRINCIPAL UNDERWRITER
The total sales charges paid in connection with sales of Class A shares
during the fiscal year ended August 31, 1998, were $403,660, of which $47,702,
was received by the Principal Underwriter. For the fiscal year ended August
31, 1998, Authorized Firms received $355,958 from the total sales charges.

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. For the fiscal year ended August 31,
1998, Class A paid the principal underwriter $13,965.00 for repurchase
transactions handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual 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 the table. The
"Value of Initial Investment" reflects the deduction of the maximum sales
charge of 5.75%. Past performance is no guarantee of future results.
Investment return and principal value will fluctuate; shares, when redeemed,
may be worth more or less than their original cost.

<TABLE>
VALUE OF $1,000 INVESTMENT

<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 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ---------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund* 10/28/92 $942.51 $721.97 -23.40% - 4.46% -27.80% - 5.43%
5 Years Ended
8/31/98 8/31/93 $942.47 $579.88 -38.47% - 9.26% -42.01% -10.33%
1 Year Ended
8/31/98 8/31/97 $942.53 $365.09 -61.26% -61.26% -63.49% -63.49%

</TABLE>

*Investment operations began on October 28, 1992.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of December 1, 1998, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding Class A shares
of the Fund. As of December 1, 1998, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL was the record owner of approximately 27.7% of the
outstanding Class A shares, which it held on behalf of its 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 the Fund's outstanding
Class A shares as of such date.

<PAGE>

APPENDIX B

CLASS B FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, the principal underwriter
paid to investment dealers sales commissions of $351,663 on sales of Class B
shares. During the same period, the Fund made distribution payments to the
Principal Underwriter under the Distribution Plan aggregating $1,155,057 and
the principal underwriter received approximately
$1,335,000 in CDSCs imposed on early redeeming shareholders. These sales
commissions and CDSC payments reduced uncovered distribution charges under the
Plan. As at August 31, 1998, the outstanding uncovered distribution charges of
the principal underwriter calculated under the Plan amounted to approximately
$4,261,000. During the fiscal year ended August 31, 1998, Class B made service
fee payments to the principal underwriter and investment dealers aggregating
$436,423, of which $431,149 was paid to investment dealers and the balance of
which was retained by the principal underwriter.

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31,
1998, Class B paid the principal underwriter $20,285.00 for repurchase
transactions handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class B shares for the periods shown
in the table. The total return for Class B prior to June 7, 1993 reflects the
total return of another investment company that invested in the Portfolio
adjusted to reflect the Class B sales charge. This total return has not been
adjusted to reflect certain other expenses (such as distribution and/or
service fees). If such adjustments were made, the performance would be lower.
Past performance is not indicative of future results. Investment return and
principal vaue will fluctuate; shares, when redeemed, may be worth more or
less than their original cost.

<TABLE>
VALUE OF A $1,000 INVESTMENT

<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT
BEFORE AFTER TOTAL RETURN BEFORE TOTAL RETURN AFTER
DEDUCTING THE DEDUCTING THE DEDUCTING THE CDSC DEDUCTING THE CDSC
INVESTMENT INVESTMENT AMOUNT OF CDSC CDSC -------------------------- ------------------------
PERIOD DATE INVESTMENT ON 8/31/98 ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ---------- ------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund* 10/28/92 $1,000 $754.25 $746.80 -24.58% - 4.71% -25.32% - 4.88%
5 Years
Ended
8/31/98 8/31/93 $1,000 $595.84 $584.08 -40.42% - 9.84% -41.59% -10.20%
1 Year Ended
8/31/98 8/31/97 $1,000 $384.38 $365.16 -61.56% -61.56% -63.48% -63.48%

</TABLE>

*Predecessor Fund commenced operations December 28, 1993.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding Class B shares
of the Fund. As of December 1, 1998, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL was the record owner of approximately 25.3% of the
outstanding Class B shares, which it held on behalf of its 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 the Fund's outstanding
Class B shares as of such date.

<PAGE>

APPENDIX C

CLASS C FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, the principal underwriter
paid to investment dealers sales commissions of $69,440 on sales of shares of
Class C shares. During the same period, the Fund made distribution payments to
the principal underwriter under the Distribution Plan aggregating $82,424 and
the principal underwriter received approximately $41,000 in CDSCs imposed on
early redeeming shareholders. These sales commissions and CDSC payments
reduced uncovered distribution charges under the Plan. As at August 31, 1998,
the outstanding uncovered distribution charges of the principal underwriter
calculated under the Plan amounted to approximately $3,986,000. During the
fiscal year ended August 31, 1998, Class C made service fee payments to the
principal underwriter and investment dealers aggregating $27,931 of which
$20,431 was paid to investment dealers and the balance of which was retained
by the principal underwriter.

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31,
1998, Class C paid the principal underwriter $1,492.50 for repurchase
transactions handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class C shares for the periods shown
in the table. Total return for Class C prior to December 28, 1993 reflects the
total return of another investment company that invested in the Portfolio
adjusted to reflect the Class C sales charge. This total return has not been
adjusted to reflect certain other expenses (such as distribution and/or
service fees). If such adjustments were made, performance would be lower. 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.

<TABLE>
VALUE OF A $1,000 INVESTMENT

<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT
BEFORE AFTER TOTAL RETURN BEFORE TOTAL RETURN AFTER
DEDUCTING THE DEDUCTING THE DEDUCTING THE CDSC DEDUCTING THE CDSC
INVESTMENT INVESTMENT AMOUNT OF CDSC CDSC ------------------------- -------------------------
PERIOD DATE INVESTMENT ON 8/31/98 ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ------------ ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund* 10/28/92 $1,000 $738.36 $738.36 -26.16% - 5.06% -26.16% - 5.06%
5 Years
Ended
8/31/98 8/31/93 $1,000 $593.06 $593.06 -40.69% - 9.92% -40.69% - 9.92%
1 Year
Ended
8/31/98 8/31/97 $1,000 $384.69 $380.84 -61.53% -61.53% -61.92% -61.92%

</TABLE>

*Predecessor Fund commenced operations June 7, 1993.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding Class C shares
of the Fund. As at December 1, 1998, Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL and Bear Stearns Securities Corp., Brooklyn, NY were the
record owners of approximately 24.3% and 5.9%, respectively, of the
outstanding Class C shares which are held on behalf of their customers who are
the beneficial owners of such shares, and as to which they have voting power
under certain limited circumstances. To the knowledge of the Trust, no other
person owned of record or beneficially 5% or more of the Fund's outstanding
Class C shares as of such date.

<PAGE>

APPENDIX D

CHINA REGION COUNTRIES

The information set forth in this Appendix has been extracted from various
government and private publications. The Trust's Board of Trustees make no
representation as to the accuracy of the information, nor has the Board of
Trustees attempted to verify it. Moreover, the information is as of the date
of this SAI (or such other date as set forth below). This information is
expected to change substantially during the period in which this SAI is in
use. No representation is made that any correlation will exist between the
economies or stock markets of China Region countries and the Fund's
performance.

PEOPLE'S REPUBLIC OF CHINA

HONG KONG

As a trade entrepot and finance center, Hong Kong's viability has been
inexorably linked to mainland China since the establishment of the Colony in
1841. Hong Kong remains China's largest trade partner and its leading foreign
investor. In 1996, imports from China amounted to $73.8 billion, exports and
re-exports to $62.0 billion. In recent years large numbers of Hong Kong based
companies have set up factories in Southern China in the province of
Guangdong, where it is estimated that Hong Kong companies employ about 3
million workers. There also has been considerable growth in Chinese investment
in Hong Kong over the last decade and particularly in the last five years. In
contrast to Japanese investment, Chinese investment in Hong Kong typically
involves the purchase of stakes in existing companies. This has traditionally
been in the banking and import/export sectors. Recently, investment in
property, manufacturing and infrastructure projects has increased. In view of
the growing economic interaction between Hong Kong and Southern China, it is
increasingly meaningful to consider the concept of a Greater Hong Kong economy
consisting of Hong Kong and Guangdong Province, with a combined population of
over 75 million. To sustain the growth of the Guangdong economy, the Hong Kong
government in 1989 unveiled PADS, the Port and Airport Development Strategy.
The project, which cost in excess of $21 billion, was designed to allow Hong
Kong's cargo handling capacity to increase by four times between 1988 and 2011
and its air traffic handling capacity to increase from 15 million passengers
in 1988 to 50 million in 2011.

The Stock Exchange of Hong Kong Ltd. ("HKSE"), commenced trading on April
2, 1986. The HKSE, with a total market capitalization as of November, 1998 of
approximately U.S. $365 billion, is now the second largest stock market in
Asia, measured by market capitalization, behind only that of Japan. As of that
date, 675 companies and 1,244 securities were listed on the Hong Kong Stock
Exchange.

TAIWAN

KOREA

THAILAND

MALAYSIA

As manufactured goods assume a larger importance in the composition of
exports compared with crude oil, rubber and palm oil, Malaysia's trade
position should gradually become steadier. For an investor, Malaysia remains
vulnerable to external shocks either in terms of commodity prices or in a fall
in export demand in its principal markets. As with other Asian markets,
currency and the stock market were severely attacked in late 1997 and 1998.
This has led to the imposition of capital controls since September 1998.

SINGAPORE

INDONESIA

THE PHILIPPINES

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
January 1, 1999

EATON VANCE GROWTH FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about the Fund and the Portfolio. The Fund is a series of Eaton
Vance Growth Trust. Capitalized terms used in this SAI and not otherwise defined
have the meanings given to them in the prospectus. This SAI contains additional
information about:

Page
Strategies and Risks ......................................... 1
Investment Restrictions ...................................... 3
Management and Organization .................................. 5
Investment Advisory and Administrative Services .............. 8
Other Service Providers ...................................... 10
Purchasing and Redeeming Shares .............................. 10
Sales Charges ................................................ 12
Performance .................................................. 15
Taxes ........................................................ 17
Portfolio Security Transactions .............................. 18
Financial Statements ......................................... 20

Appendices:
A: Class A Fees, Performance and Ownership ................... a-1
B: Class B Fees, Performance and Ownership ................... b-1
C: Class C Fees, Performance and Ownership ................... c-1

THIS 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, 1999, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY
REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS, WHICH MAY
BE OBTAINED BY CALLING 1-800-225-6265.
<PAGE>

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

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

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

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

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

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

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

Unlike currency futures contracts and exchange-traded options, forward
contracts are not traded on contract markets regulated by the Commodity Futures
Trading Commission (the "CFTC") or (with the exception of certain foreign
currency options) the Commission. To the contrary, such instruments are traded
through financial institutions acting as market-makers. 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. There is no limit on the amount of
potential losses on forward contracts to which the Portfolio is a party.

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

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

FUTURES CONTRACTS ON STOCK INDICES. The Portfolio may purchase and sell
exchange-traded futures contracts on stock indices and options thereon to hedge
against fluctuations in securities prices or as a substitute for the purchase or
sale of securities. Such transactions 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 such transactions (other than purchased options) may substantially
exceed the Portfolio's initial investment in these instruments. In addition, the
Portfolio may lose the entire premium paid for purchased options that expire
before they can be profitably exercised by the Portfolio. The Portfolio incurs
transaction costs in opening and closing positions in future and options
thereon. There can be no assurance that the investment adviser's use of such
instruments will be advantageous to the Portfolio. Entering into a derivative
instrument involves a risk that the applicable market will move against the
Portfolio's position and that the Portfolio will incur a loss. This loss may
exceed the amount of the initial investment made or the premium received by the
Portfolio. Derivative instruments may sometimes increase or leverage the
Portfolio's exposure to a particular market risk. Leverage enhances the
Portfolio's exposure to the price volatility of derivative instruments it holds.
The Portfolio's success in using derivative instruments to hedge portfolio
assets depends on the degree of price correlation between the derivative
instruments and the hedged asset. Imperfect correlation may be caused by several
factors, including temporary price disparities among the trading markets for the
derivative instrument, the assets underlying the derivative instrument and the
Portfolio's assets. 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 can vary from the previous day's settlement price.
Once the daily limit is reached, no trades may be made that day at a price
beyond the limit. This may prevent the Portfolio from closing out positions and
limiting its losses. Certain provisions of the Code limit the extent to which
the Portfolio may purchase and sell derivative instruments. The Portfolio will
engage in transactions in futures contracts and related options only to the
extent such transactions are consistent with the requirements of the Code for
maintaining the qualification of the Fund as a regulated investment company
("RIC") for federal income tax purposes.

To the extent that the Portfolio enters into futures contracts and options
thereon traded on an exchange regulated by the 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.

ASSET COVERAGE REQUIREMENTS. Transactions using forward contracts, futures
contracts and options thereon (other than options that the Portfolio has
purchased) expose the Portfolio to an obligation to another party. The Portfolio
will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities, currencies, forward contracts or
futures contracts, or (2) cash or liquid securities (such as readily marketable
common stock and money market instruments) with a value sufficient at all times
to cover its potential obligations not covered as provided in (1) above. The
Portfolio will comply with SEC 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.

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

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

REPURCHASE AGREEMENTS. The Portfolio may purchase U.S. Government securities and
concurrently enter into repurchase agreements with the seller under which the
seller agrees to repurchase such securities at the Portfolio's cost plus
interest within a specified time (normally one day). While repurchase agreements
involve certain risks not associated with direct investments in U.S. Government
securities, the Portfolio follows procedures designed to minimize such risks.
These procedures include effecting repurchase transactions only with large,
well-capitalized banks. In addition, the Portfolio's repurchase agreements will
provide that the value of the collateral underlying the repurchase agreement
will always be at least equal to the repurchase price, including any accrued
interest earned on the repurchase agreement. In the event of a default or
bankruptcy by a selling bank, the Portfolio will seek to liquidate such
collateral. However, the exercise of the Portfolio's right to liquidate such
collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase are less
than the repurchase price, the Portfolio could suffer a loss.

SHORT SALES. The Portfolio may sell a security short if it owns at least an
equal amount of the security sold short or another security convertible or
exchangeable for an equal amount of the security sold short without payment of
further compensation (a short sale against-the-box). A short sale against-the-
box requires that the short seller absorb certain costs so long as the position
is open. In a short sale against-the-box, the short seller is exposed to the
risk of being forced to deliver appreciated stock to close the position if the
borrowed stock is called in. The Portfolio expects normally to close its short
sales against-the-box by delivering newly-acquired stock.

INVESTMENT RESTRICTIONS

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

(1) With respect to 75% of its total assets, purchase the securities of any
issuer if such purchase at the time thereof would cause more than 5% of its
total assets (taken at market value) to be invested in the securities of such
issuer, or purchase securities of any issuer if such purchase at the time
thereof would cause more than 10% of the total voting securities of such issuer
to be held by the Fund or Portfolio, except obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and except securities of
other investment companies;

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

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

(4) Underwrite or participate in the marketing of securities of others;

(5) Make an investment in any one industry if such investment would cause
investments in such industry to exceed 25% of the Fund's total assets, at market
value at the time of such investment (other than securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities);

(6) Purchase or sell real estate, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate;

(7) Purchase or sell commodities or commodity contracts for the purchase or
sale of physical commodities; or

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

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

The Fund will not issue bonds, debentures or senior equity securities, and
this policy will not be changed unless authorized by a vote of the shareholders
of the Fund.

The Fund and the Portfolio have adopted the following investment policies
which may be changed by the Trustees with respect to the Fund without approval
by the Fund's shareholders or with respect to the Portfolio without approval of
the Fund or its other investors. The Fund and the Portfolio will not:

(a) sell or contract to sell any security which it does not own unless
by virtue of its ownership of other securities it has at the time of sale a
right to obtain securities equivalent in kind and amount to the securities
sold and provided that if such right is conditional the sale is made upon
the same conditions; or

(b) invest more than 15% of net assets in investments which are not
readily marketable, including restricted securities and repurchase
agreements maturing in more than seven days. Restricted securities for the
purposes of this limitation do not include securities eligible for resale
pursuant to Rule 144A of the Securities Act of 1933 and commercial paper
issued pursuant to Section 4(2) of said Act that the Board of Trustees of
the Trust or the Portfolio, or their delegate, determines to be liquid.
If the Fund or Portfolio invests in Rule 144A securities, the level of
portfolio illiquidity may be increased to the extent that eligible buyers
become uninterested in purchasing such securities.

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, such percentage limitation shall be
determined immediately after and as a result of the Fund's or the Portfolio's
acquisition of such security or asset. Accordingly, any later increase or
decrease resulting from a change in values, assets or other circumstances, will
not compel the Fund or the Portfolio, as the case may be, to dispose of such
security or other asset. Notwithstanding the foregoing, the Fund and Portfolio
must always be in compliance with the borrowing policies set forth above and may
not invest more than 15% of net assets in illiquid securities.

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers of
the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is 24 Federal Street, Boston, Massachusetts 02110. Those
Trustees who are "interested persons" of the Trust or the Portfolio, as defined
in the 1940 Act, are indicated by an asterisk(*).

JESSICA M. BIBLIOWICZ (38), Trustee
President and Chief Operating Officer of John A. Levin & Co. (a registered
investment advisor) (since July, 1997) and a Director of Baker, Fentress &
Company which owns John A. Levin & Co. (since July, 1997). Formerly
Executive Vice President of Smith Barney Mutual Funds (from July, 1994 to
June, 1997). Elected Trustee October 30, 1998. Trustee of various investment
companies managed by Eaton Vance or BMR since October 30, 1998.
Address: One Rockefeller Plaza, New York, New York 10020

JAMES B. HAWKES (57), President and Trustee*
Chairman, President and Chief Executive Officer of BMR, Eaton Vance and their
corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee and
officer of various investment companies managed by Eaton Vance or BMR.

SAMUEL L. HAYES, III (63), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
Graduate School of Business Administration. Trustee of the Kobrick - Cendant
Investment Trust (mutual funds). Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02090

NORTON H. REAMER (63), Trustee
Chairman of the Board and Chief Executive Officer, United Asset Management
Corporation (a holding company owning institutional investment management
firms); Chairman, President and Director, UAM Funds (mutual funds). Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

JACK L. TREYNOR (68), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

THOMAS E. FAUST, JR. (40), Vice President
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (53), Treasurer
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (58), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance and EVC 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.

JANET E. SANDERS (63), Assistant Treasurer and Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (36), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (41), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

Messrs. Hayes (Chairman), Reamer and Thorndike are members of the Special
Committee of the Board of Trustees of the Trust and of the Portfolio. The
purpose of the Special Committee is to consider, evaluate and make
recommendations to the full Board of Trustees concerning (i) all contractual
arrangements with service providers to the Fund and the Portfolio, 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 Fund, the Portfolio or investors therein.

The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio 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 Portfolio. The Audit Committee's
functions include making recommendations to the Trustees regarding the selection
of the independent 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 Portfolio.

Trustees of the Portfolio who are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Portfolio in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolio's assets, liabilities, and net
income per share, and will not obligate the Portfolio to retain the services of
any Trustee or obligate the Portfolio to pay any particular level of
compensation to the Trustee. Neither the Portfolio nor the Trust has a
retirement plan for its Trustees.

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) During the fiscal year ended August 31, 1998, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees from the Trust and the Portfolio,
and, for the year ended September 30, 1998, earned the following compensation in
their capacities as Trustees of the funds in the Eaton Vance fund complex (1):

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM TRUST(2) FROM PORTFOLIO FUND COMPLEX
- ---- ------------- -------------- ------------
<S> <C> <C> <C>
Jessica M. Bibliowicz(9) ................ $ -- $ -- $ --
Donald R. Dwight ........................ 2,476 2,496(3) 156,250(6)
Samuel L. Hayes, III .................... 2,399 2,728(4) 166,250(7)
Norton H. Reamer ........................ 2,312 2,553 156,250
Lynn A. Stout(9) ........................ -- -- --
John L. Thorndike ....................... 2,391 2,598(5) 156,250(8)
Jack L. Treynor ......................... 2,648 2,793 165,000
- ------------
(1) As of January 1, 1999 the Eaton Vance fund complex consists of 143 registered investment companies
or series thereof.
(2) The Trust consisted of 6 Funds as of August 31, 1998.
(3) Includes $1,260 of deferred compensation.
(4) Includes $934 of deferred compensation.
(5) Includes $2,593 of deferred compensation.
(6) Includes $56,250 of deferred compensation.
(7) Includes $41,563 of deferred compensation.
(8) Includes $115,790 of deferred compensation.
(9) Ms. Bibliowicz and Ms. Stout were elected as Trustees on October 30, 1998 and will receive compensation
approximating the other Trustees after November 1, 1998.
</TABLE>

ORGANIZATION. The Fund is a series of the Trust, which is organized under
Massachusetts law as a business trust and is operated as an open-end management
investment company. The Fund (formerly EV Traditional Growth Fund) established 3
classes of shares on September 1, 1997 -- Class A Shares, Class B shares
(formerly EV Marathon Growth Fund) and Class C shares (formerly EV Classic
Growth Fund) of Eaton Vance Growth Fund. Information herein prior to such date
is for the Fund before it became a multiple-class fund.

The Trust may issue an unlimited number of shares of beneficial interest (no
par value per share) in one or more series (such as the Fund). The Trustees of
the Trust have divided the shares of the Fund into multiple classes. Each class
represents an interest in the Fund, but is subject to different expenses, rights
and privileges. The Trustees have the authority under the Declaration of Trust
to create additional classes of shares with differing rights and privileges.
When issued and outstanding, shares are fully paid and nonassessable by the
Trust. Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares of the 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 the 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 the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for growth in the assets of the Portfolio, may
afford the potential for economies of scale for the Fund and may over time
result in lower expenses for the Fund.

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 shareholders' 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 communication
with shareholders about such a meeting.

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 of classes of shares or restructuring the
Trust) as do not have a materially adverse effect on the financial interests of
shareholders or if they deem it necessary to conform it to applicable federal or
state laws or regulations. The Trust or any series or class thereof may be
terminated by: (1) the affirmative vote of the holders of not less than
two-thirds of the shares outstanding and entitled to vote at any meeting of
shareholders of the Trust or the appropriate series or class thereof, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the shares of the Trust or a series or class thereof,
provided, however, that, if such termination is recommended by the Trustees, the
vote of a majority of the outstanding voting securities of the Trust or a series
or class thereof entitled to vote thereon shall be sufficient authorization; or
(2) by means of an instrument in writing signed by a majority of the Trustees,
to be followed by a written notice to shareholders stating that a majority of
the Trustees has determined that the continuation of the Trust or a series or a
class thereof is not in the best interest of the Trust, such series or class or
of their respective shareholders.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject 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 of Trust 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 shareholder's risk of personal
liability, is remote.

The Portfolio is organized as a trust under the laws of the state of New
York and intends to be treated as a partnership for federal tax purposes. 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 of the Portfolio 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.

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

The Fund may withdraw (completely redeem) all its assets from the Portfolio
at any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. In the event the Fund withdraws all of its
assets from the Portfolio, or the Board of Trustees of the Trust determines that
the investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, the Trustees would consider what action might
be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objective. The Fund's investment performance
may be affected by a withdrawal of all its assets (or the assets of another
investor in the Portfolio) from the Portfolio.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. BMR manages the investments and affairs of the
Portfolio subject to the supervision of the Portfolio's Board of Trustees. BMR
furnishes to the Portfolio investment research, advice and supervision,
furnishes an investment program and determines what securities will be
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.

For a description of the compensation that the Portfolio pays BMR under the
Investment Advisory Agreement, see the prospectus. As of August 31, 1998, the
Portfolio had net assets of $180,257,992. For the fiscal years ended August 31,
1998, 1997 and 1996, the Portfolio paid BMR advisory fees of $1,280,824,
$1,038,600 and $897,686, respectively, (equivalent to 0.625% of the Portfolio's
average daily net assets for each such year).

The Investment Advisory Agreement with BMR continues in effect from year to
year for so long as such continuance is approved at least annually (i) by the
vote of a majority of the noninterested Trustees of the Portfolio cast in person
at a meeting specifically called for the purpose of voting on such approval and
(ii) by the Board of Trustees of the Portfolio or by vote of a majority of the
outstanding voting securities of the Portfolio. The Agreement may be terminated
at any time without penalty on sixty days' written notice by the Board of
Trustees of either party, or by vote of the majority of the outstanding voting
securities of the Portfolio, and the Agreement will terminate automatically in
the event of its assignment. The Agreement provides that BMR may render services
to others. The Agreement also provides that BMR shall not be liable for any loss
incurred in connection with the performance of its duties, or action taken or
omitted under that Agreement, in the absence of willful misfeasance, bad faith,
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties thereunder, or for any losses sustained
in the acquisition, holding or disposition of any security or other investment.

ADMINISTRATIVE SERVICES As indicated in the prospectus, Eaton Vance serves as
administrator of the Fund, but currently receives no compensation for providing
administrative services to the Fund. Under its Administrative Services Agreement
with the Trust, 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.

INFORMATION ABOUT BMR AND EATON VANCE. BMR and Eaton Vance are business trusts
organized under Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee
of BMR and Eaton Vance. BMR, Eaton Vance and EV are wholly-owned subsidiaries
of Eaton Vance Corporation ("EVC"), a Maryland corporation and publicly-held
holding company. EVC through its subsidiaries and affiliates engages primarily
in investment management, administration and marketing activities. The
Directors of EVC are James B. Hawkes, Benjamin A. Rowland, Jr., John G.L.
Cabot, John M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. All of the
issued and outstanding shares of Eaton Vance 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. Hawkes, and Rowland, Alan R. Dynner,
Thomas E. Faust, Jr., Thomas J. Fetter, Duncan W. Richardson, William M.
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 indicated under "Management and Organization", all
of the officers of the Trust (as well as Mr. Hawkes who is also a Trustee)
hold positions in the Eaton Vance organization.

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 and its affiliates act as adviser to a family of 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
$30 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.

EXPENSES. The Fund and Portfolio are each responsible for all expenses not
expressly stated to be payable by another party (such as the investment adviser
under the Investment Advisory Agreement, Eaton Vance under the Administrative
Services Agreement or the principal underwriter under the Distribution
Agreement). In the case of expenses incurred by the Trust, the Fund is
responsible for its pro rata share of those expenses. The only expenses of the
Fund allocated to a particular class are those incurred under the Distribution
or Service Plan applicable to that class and the fee paid to the principal
underwriter for handling share repurchases.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), 24 Federal
Street, Boston, MA 02110, is the Fund's principal underwriter. The principal
underwriter acts as principal in selling shares under a Distribution Agreement
with the Trust. The expenses of printing copies of prospectuses used to offer
shares and other selling literature and of advertising are borne by the
principal underwriter. The fees and expenses of qualifying and registering and
maintaining qualifications and registrations of the Fund and its shares under
federal and state securities laws are borne by the Fund. The Distribution
Agreement as it applies to Class A shares 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 Distribution Agreement as it applies to Class B
and Class C shares 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 shares of the relevant
class or on six months' notice by the principal underwriter and is automatically
terminated upon assignment. The principal underwriter distributes 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 investment dealers
discounts from the applicable public offering price which are alike for all
investment dealers. See "Sales Charges." EVD is a wholly-owned subsidiary of
EVC. M. Hawkes is a Vice President and Director and Messrs. Dynner and O'Connor
are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
MA 02116, serves as custodian to the Fund and Portfolio. IBT has the custody of
all cash and securities representing the Fund's interest in the Portfolio, has
custody of the Portfolio's assets, maintains the general ledger of the Portfolio
and the Fund and computes the daily net asset value of interests in the
Portfolio and the net asset value of shares of the Fund. In such capacity it
attends to details in connection with the sale, exchange, substitution, transfer
or other dealings with the Portfolio's investments, receives and disburses all
funds and performs various other ministerial duties upon receipt of proper
instructions from the Trust and the Portfolio. IBT also provides services in
connection with the preparation of shareholder reports and the electronic filing
of such reports with the SEC. EVC and its affiliates and their officers and
employees from time to time have transactions with various banks, including IBT.
It is Eaton Vance's opinion that the terms and conditions of such transactions
were not and will not be influenced by existing or potential custodial or other
relationships between the Fund or the Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, One Post Office Square,
Boston, Massachusetts, are the independent accountants of the Fund and the
Portfolio, providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

TRANSFER AGENT. First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123, serves as transfer and dividend disbursing agent
for the Fund.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is computed
by IBT (as agent and custodian for the Portfolio) by subtracting the liabilities
of the Portfolio from the value of its total assets. The Fund and the Portfolio
will be closed for business and will not price their respective shares or
interests on the following business holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

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

The Trustees of the Portfolio have established the following procedures for
the fair valuation of the Portfolio's assets under normal market conditions.
Securities listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System generally are valued at closing sale prices or, if there
were no sales, at the mean between the closing bid and asked prices therefor on
the exchange where such securities are principally traded or on such National
Market System. Unlisted or listed securities for which closing sale prices are
not available are valued at the mean between the latest bid and asked prices. An
option is valued at the last sale price as quoted on the principal exchange or
board of trade on which such option or contract is traded, or in the absence of
a sale, at the mean between the last bid and asked prices. Futures positions on
securities or currencies are generally valued at closing settlement prices.
Short-term debt securities with a remaining maturity of 60 days or less are
valued at amortized cost. If securities were acquired with a remaining maturity
of more than 60 days, their amortized cost value will 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's share generally are computed as of such times. Occasionally,
events affecting the value of foreign securities may occur between such times
and the close of the Exchange which will not be reflected in the computation of
the Portfolio's net asset value (unless the Portfolio deems that such events
would materially affect its net asset value, in which case an adjustment would
be made and reflected in such computation). Foreign securities and currency held
by the Portfolio will be valued in U.S. dollars; such values will be computed by
the custodian based on foreign currency exchange rate quotations supplied by
Reuters Information Service.

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated by
the sales charge table set forth in the prospectus. The sales charge is divided
between the principal underwriter and the investment dealer. The sales charge
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 pursuant to a written Statement of
Intention; or (2) purchases of Class A shares pursuant to the Right of
Accumulation and declared as such at the time of purchase. See "Sales Charges".

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 the 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 investment dealer, together with a
completed and signed Letter of Transmittal in approved form (available from
investment dealers). 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.

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 Class
B and Class C Distribution 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.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS. 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
SEC, or during any emergency as determined by the SEC 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 SEC for the
protection of investors.

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 the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn from the
Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.

SYSTEMATIC WITHDRAWAL PLAN. The transfer agent will send to the shareholder
regular monthly or quarterly payments of any permitted amount designated by the
shareholder based upon the value of the shares held. The checks will be drawn
from share redemptions and hence, 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.

SALES CHARGES

DEALER COMMISSIONS. The principal underwriter may, from time to time, at its own
expense, provide additional incentives to investment dealers 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 investment dealers 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 investment dealers. The principal underwriter
may allow, upon notice to all investment dealers 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
investment dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.

SALES CHARGE WAIVERS. 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 investment dealers and
bank employees who refer customers to registered representatives of invetment
dealers; to officers and employees of IBT and the transfer agent; and to such
persons' spouses, parents, siblings and children 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". 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 investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance. Class A shares are offered at net asset value to
the foregoing persons and in the foregoing situations because either (i) there
is no sales effort involved in the sale of shares or (ii) the investor is paying
a fee (other than the sales charge) to the investment dealer involved in the
sale.

The CDSC applicable to Class B shares will be waived in connection with
minimum required distributions from tax-sheltered retirement plans by applying
the rate required to be withdrawn under the applicable rules and regulations of
the Internal Revenue Service to the balance of Class B shares in your account.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares and shares of other funds exchangeable for Class A shares of another
Eaton Vance fund will be purchased within a 13-month period, a Statement of
Intention should be signed so that shares may be obtained at the same reduced
sales charge as though the total quantity were invested in one lump sum. Shares
held under Right of Accumulation (see below) as of the date of the Statement
will be included toward the completion of the Statement. The Statement
authorizes the transfer agent to hold in escrow sufficient shares (5% of the
dollar amount specified in the Statement) which can be redeemed to make up any
difference in sales charge on the amount intended to be invested and the amount
actually invested. Execution of a Statement does not obligate the shareholder to
purchase or the Fund to sell the full amount indicated in the Statement, and
should the amount actually purchased during the 13-month period be more or less
than that indicated on the Statement, price adjustments will be made. Any
investor considering signing a Statement of Intention should read it carefully.

RIGHT OF ACCUMULATION. 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 Class A shares the shareholder owns in his or her account(s) in the Fund,
and shares of other funds exchangeable for Class A shares. The sales charge on
the shares being purchased will then be at the rate applicable to the aggregate.
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
investment dealer must provide the principal underwriter (in the case of a
purchase made through an investment dealer) 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.

TAX-SHELTERED RETIREMENT PLANS: Class A and Class C shares 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.

DISTRIBUTION AND SERVICE PLANS. The Trust has adopted a Service Plan (the "Class
A Plan") for the 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 "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 Class A Plan
provides that the Class A may make service fee payments for personal services
and/or the maintenance of shareholder accounts to the principal underwriter,
investment dealers and other persons in amounts not exceeding .25% of its
average daily net assets for any fiscal year. For the service fees paid by Class
A shares, see Appendix A.

The Trust has also adopted compensation-type Distribution Plans (the "Class
B and Class C Plans") pursuant to Rule 12b-1 under the 1940 Act for the Fund's
Class B and Class C shares. The Class B and Class C Plans are designed to permit
an investor to purchase shares through an investment dealer without incurring an
initial sales charge and at the same time permit the principal underwriter to
compensate investment dealers in connection therewith. The Class B and Class C
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 shares. On
each sale of shares (excluding reinvestment of distributions), the Fund will pay
the principal underwriter amounts representing (i) sales commissions equal to 5%
for Class B shares and 6.25% for Class C shares 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. To pay these amounts, each Class 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 investment dealers on the sale of shares and for interest
expenses. For sales of Class B shares, the principal underwriter uses its own
funds to pay sales commissions (except on exchange transactions and
reinvestments) to investment dealers at the time of sale equal to 4% of the
purchase price of the Class B shares sold by such dealers. For Class C shares,
the principal underwriter currently expects to pay to an investment dealer (a)
sales commissions (except on exchange transactions and reinvestments) at the
time of sale equal to .75% of the purchase price of the shares sold by such
dealer, and (b) monthly sales commissions approximately equivalent to 1/12 of
.75% of the value of shares sold by such dealer 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 paid to investment dealers at the time of sale. CDSCs paid to
the principal underwriter will be used to reduce amounts owed to it. The Class B
and Class C Plans provide that the Fund 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. Because payments to the principal underwriter
under the Class B and Class C 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. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
and Class C shares, see Appendix B and Appendix C, respectively.

In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the principal underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Class B and Class C 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
investment dealers), 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
Class B and Class C Plans.

The Class B and Class C Plans also authorize each Class to make payments of
service fees to the principal underwriter, investment dealers and other persons
in amounts not exceeding .25% of its average daily net assets for personal
services, and/or the maintenance of shareholder accounts. 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. For Class C, investment
dealers currently receive (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 dealer, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of Class C shares sold by such dealer
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 investment dealers at
the time of sale. For the service fees paid by Class B and Class C shares, see
Appendix B and Appendix C, respectively.

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. 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 at the
time of sale, it is anticipated that the Eaton Vance organization will profit by
reason of the operation of the Class B and Class C Plans through an increase in
the Fund's assets (thereby increasing the advisory fee payable to BMR by the
Portfolio) resulting from sale of 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 Class B and
Class C Plans if at any point in time the aggregate amounts theretofore received
by the principal underwriter pursuant to the Class B or Class C Plan and from
CDSCs have exceeded the total expenses theretofore incurred by such organization
in distributing shares. 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 Class A and Class B and Class C Plans continue in effect from year to
year 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 "Plan Trustees") and (ii) all of the
Trustees then in office. Each Plan may be terminated at any time by vote of a
majority of the Plan Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Class. 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
shareholders of the affected Class and the Trustees. So long as a Plan is in
effect, the selection and nomination of the noninterested Trustees shall be
committed to the discretion of such Trustees. The Class A, Class B and Class C
Plans were initially approved by the Trustees, including the Plan Trustees, on
June 23, 1997.

The Trustees of the Trust believe that each Plan will be a significant
factor in the expected growth of each Fund's assets, and will result in
increased investment flexibility and advantages which have benefitted and will
continue to benefit the Fund and its shareholders. Payments for sales
commissions and distribution fees made to the principal underwriter under the
Class B and Class C Plans will compensate the principal underwriter for its
services and expenses in distributing those classes of shares. Service fee
payments made to the principal underwriter and investment dealers provide
incentives to provide continuing personal services to investors and the
maintenance of shareholder accounts. By providing incentives to the principal
underwriter and investment dealers, each Plan is expected to result in the
maintenance of, and possible future growth in, the assets of the Fund. Based on
the foregoing and other relevant factors, the Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that each
Plan will benefit the Fund and its shareholders.

PERFORMANCE

Average annual total return is determined separately for each Class of the
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 further information
concerning the total return of the Classes of a Fund, see Appendix A, Appendix B
and Appendix C.

The 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. The Fund's performance may be compared in publications to the
performance of various indices and investments for which reliable data is
available, and to averages, performance rankings, or other information prepared
by recognized mutual fund statistical services. The Fund's performance may
differ from that of other investors in the Portfolio, including other investment
companies.

The Fund's total return may be compared to relevant indices, such as the
Consumer Price Index and various domestic securities indices. The Fund's total
return and comparisons with these indices may be used in advertisements and in
information furnished to present or prospective shareholders. The Fund's
performance may differ from that of other investors in the Portfolio, including
any other investment companies. In addition, evaluations of the Fund's
performance, ratings, or rankings of mutual funds (which include the Fund) made
by independent sources may be used in advertisements and in information
furnished to present or prospective shareholders. Information, charts and
illustrations showing the effect of compounding interest or relating to
inflation and taxes (including their effects on the dollar and the return on
stocks and other investment vehicles) may also be included in advertisements and
material furnished to present and prospective investors.

Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data and performance studies
prepared by independent organizations 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 about the portfolio
allocation, portfolio turnover and holdings of the Portfolio may be included in
advertisements and other material furnished to present and prospective
shareholders.

Information about portfolio allocation and holdings of the Portfolio at a
particular date may be included in advertisements and other material furnished
to present and prospective shareholders.

- 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 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. The Fund has elected to be treated, has qualified, and intends to
qualify each year as a RIC under the Code. Accordingly, the Fund intends to
satisfy certain requirements relating to sources of its income and
diversification of its assets and to distribute substantially all of its
ordinary income 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. The Fund so qualified for its fiscal year ended
August 31, 1998. Because the Fund invests its assets in the Portfolio, the
Portfolio normally must satisfy the applicable source of income and
diversification requirements in order for the Fund to also satisfy these
requirements. The Portfolio will allocate at least annually among its investors,
including the Fund, the Portfolio's net investment income, net realized capital
gains, and any other items of income, gain, loss, deduction or credit. The
Portfolio will make allocations to the Fund in a manner intended to comply with
the Code and applicable regulations and will make moneys available for
withdrawal at appropriate times and in sufficient amounts to enable the Fund to
satisfy the tax distribution requirements that apply to the Fund and that must
be satisfied in order to avoid federal income and/or excise tax on the Fund. For
purposes of applying the requirements of the Code regarding qualification as a
RIC, the Fund (i) will be deemed to own its proportionate share of each of the
assets of the Portfolio and (ii) will be entitled to the gross income of the
Portfolio attributable to such share.

In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by December
31 of each calendar year at least 98% of its ordinary income (not including
tax-exempt income) for such year, and at least 98% of the 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 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 the Fund qualifies as a RIC
and the 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.

Certain foreign exchange gains and losses realized by the Portfolio in
connection with investments in foreign securities and forward contracts may be
treated as ordinary income and losses under special tax rules. Certain 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 generally will be treated as
ordinary income or loss. Certain options and futures contracts are also subject
to these mark to market rules, except that gains or losses on these contracts,
in connection with a marking to market or an actual disposition, will generally
be treated as 60% long-term and 40% short-term capital gain or loss. Positions
of the Portfolio in securities and offsetting options, futures or forward
contracts may be treated as "straddles," which are subject to tax rules that may
cause deferral of Portfolio losses, adjustments in the holding periods of
Portfolio securities, and other changes in the short-term or long-term
characterization of capital gains and losses, the effect of which may be to
change the amount, timing and character of the Fund's distributions to
shareholders. The Portfolio intends to limit its options and futures
transactions and its activities in foreign currency and related forward
contracts to the extent necessary to preserve the Fund's ability to qualify as a
RIC.

The Portfolio may be subject to foreign withholding or other foreign taxes
with respect to income (possibly including, in some cases, capital gains) on
certain foreign securities. These taxes may be reduced or eliminated under the
terms of an applicable U.S. income tax treaty. As it is not expected that more
than 50% of the value of the total assets of the Fund, taking into account its
allocable share of the Portfolio's total assets, at the close of any taxable
year of the Fund will consist of securities issued by foreign corporations, the
Fund will not be eligible to pass through to shareholders their proportionate
share of any foreign taxes paid by the Portfolio and allocated to the Fund, with
the result that shareholders will not include in income, and will not be
entitled to take any foreign tax credits or deductions for, foreign taxes paid
by the Portfolio and allocated to the Fund. Certain uses of foreign currency and
investments by the Portfolio in the stock of certain "passive foreign investment
companies" may be limited or a tax election may be made, if available, in order
to preserve the Fund's qualification as a RIC and/or to avoid imposition of a
tax on the Fund.

A portion of distributions made by the Fund which are derived from dividends
received by the Portfolio from domestic corporations and allocated to the Fund
may qualify for the dividends-received deduction for corporations. The
dividends-received deduction for corporate shareholders 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
or increase liability, if any, for the corporate alternative minimum tax.

Distributions of the excess of net long-term capital gain over net
short-term capital loss (including any capital losses carried forward from prior
years) earned by the Portfolio and allocated to the Fund are taxable to
shareholders of the Fund as long-term capital gains, whether received in cash or
in additional shares and regardless of the length of time their shares have been
held. Certain distributions declared in October, November or December and paid
the following January will be taxed to shareholders as if received on December
31 of the year in which they are declared.

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

Special tax rules apply to Individual Retirement Accounts ("IRAs") and other
retirement plans and persons investing through IRAs or such plans should consult
their tax advisers for more information. Amounts paid by the Fund to individuals
and certain other shareholders who have not provided the Fund with their correct
taxpayer identification number ("TIN") and certain certifications required by
the Internal Revenue Service (the "IRS"), as well as shareholders with respect
to whom the Fund has received certain information 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.

The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as IRAs and other 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, where applicable, foreign tax consequences of investing in the Fund.

PORTFOLIO SECURITY TRANSACTIONS

Decisions concerning the execution of portfolio security transactions of the
Portfolio, including the selection of the market and the broker-dealer firm, are
made by BMR. BMR is also responsible for the execution of transactions for all
other accounts managed by it.

BMR places the security transactions of the Portfolio and of all other
accounts managed by it for execution with many broker-dealer firms. BMR uses its
best efforts to obtain execution of portfolio transactions at prices which are
advantageous to the Portfolio and at reasonably competitive spreads or (when a
disclosed commision is being charged) at reasonably competitive commission
rates. In seeking such execution, BMR will use its best judgment in evaluating
the terms of a transaction, and will give consideration to various relevant
factors, including without limitation the full range and quality of the
broker-dealer's services, the value of the brokerage and research services
provided, the responsiveness of the broker-dealer to BMR, the size and type of
the transaction, the general execution and operational capabilities of the
broker-dealer, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition of
the broker-dealer, the value and quality of services rendered by the
broker-dealer in this and other transactions, and the reasonableness of the
commission or spread, if any. Transactions on United States stock exchanges and
other agency transactions involve the payment by the Portfolio of negotiated
brokerage commissions. Such commissions vary among different broker-dealer
firms, and a particular broker-dealer may charge different commissions according
to such factors as the difficulty and size of the transaction and the volume of
business done with such broker-dealer. Transactions in foreign securities often
involve the payment of brokerage commissions, which may be higher than those in
the United States. There is generally no stated commission in the case of
securities traded in the over-the-counter markets, but the price paid or
received by the Portfolio usually includes an undisclosed dealer markup or
markdown. In an underwritten offering the price paid by the Portfolio often
includes a disclosed fixed commission or discount retained by the underwriter or
dealer. Although spreads or commissions paid on portfolio security transactions
will, in the judgment of BMR, be reasonable in relation to the value of the
services provided, commissions exceeding those which another firm might charge
may be paid to broker-dealers who were selected to execute transactions on
behalf of the Portfolio and BMR's other clients in part for providing brokerage
and research services to BMR. For the fiscal years ended August 31, 1998, 1997
and 1996, the Portfolio paid brokerage commissions of $237,806, $109,181 and
$231,498, respectively, on portfolio security transactions, of which
approximately $141,404, $106,933 and $203,868, respectively, was paid in respect
of portfolio security transactions aggregating approximately $105,857,362,
$93,456,264 and $143,902,804, respectively, to firms which provided some
Research Services to Eaton Vance, (although many of such firms may have been
selected in any particular transaction primarly because of their execution
capabilities).

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

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

The Portfolio and BMR may also receive Research Services from underwriters
and dealers in fixed price offerings, which Research Services are reviewed and
evaluated by BMR in connection with its investment responsibilities. The
investment companies sponsored by BMR or Eaton Vance may allocate brokerage
commissions to acquire information relating to the performance, fees and
expenses of such companies and other mutual funds, which information is used by
the Trustees of such companies to fulfill their responsibility to oversee the
quality of the services provided by various entities, including BMR, to such
companies. Such companies may also pay cash for such information.

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

Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by BMR or its affiliates.
Whenever decisions are made to buy or sell securities by the Portfolio and one
or more of such other accounts simultaneously, BMR 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 the 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
BMR 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 Portfolio that the benefits from the BMR organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

FINANCIAL STATEMENTS
The audited financial statements of and the report of independent auditors'
for the Fund and the Portfolio appear in the Fund's most recent annual report to
shareholders and are incorporated by reference into this SAI. A copy of the
Fund's annual report accompanies this SAI. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.

<PAGE>

APPENDIX A

CLASS A FEES, PERFORMANCE AND OWNERSHIP

SERVICE FEES
For the fiscal year ended August 31, 1998, Class A made service fee payments
under the Plan aggregating $211,359, of which $132,169 was paid to investment
dealers and the balance of which was retained by the principal underwriter.

PRINCIPAL UNDERWRITER
The total sales charges paid in connection with sales of Class A shares
during the fiscal years ended August 31, 1998, 1997 and 1996, were $72,772,
$24,331 and $17,636, respectively, of which $9,701, $3,685 and $2,826,
respectively, was received by the principal underwriter. For the fiscal years
ended August 31, 1998, 1997 and 1996, investment dealers received $63,071,
$20,646 and $14,810, respectively, from the total sales charges.

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. For the fiscal year ended August 31, 1998, Class A
paid the principal underwriter $770 for repurchase transactions handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000, in Class A shares for the periods shown in
the table. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 5.75%. Past performance is no guarantee of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.

VALUE OF A $1,000 INVESTMENT

<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 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended 8/31/98 8/31/88 $942.58 $3,115.13 230.49% 12.70% 211.51% 12.03%
5 Years Ended 8/31/98 8/31/93 $942.75 $1,693.26 79.60% 12.43% 69.33% 11.11%
1 Year Ended 8/31/98 8/31/97 $942.68 $ 956.35 1.45% 1.45% -4.36% -4.36%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of Class A and of
the Fund. To the knowledge of the Trust, no person owned of record or
beneficially 5% or more of the Fund's outstanding Class A shares as of such
date.

<PAGE>

APPENDIX B

CLASS B FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, the principal underwriter paid
to investment dealers sales commissions of $73,658 on sales of shares of Class B
shares. During the same period, the Fund made distribution payments to the
principal underwriter under the Distribution Plan aggregating $130,824 and the
principal underwriter received approximately $22,000 in CDSCs imposed on early
redeeming shareholders. During the fiscal year ended August 31, 1998, Class B
made service fee payments to the principal underwriter and investment dealers
aggregating $41,446 of which $41,198 was paid to investment dealers and the
balance of which was retained by the principal underwriter.

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31, 1998, Class B
paid the principal underwriter $497.50 for repurchase transactions handled by
it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class B shares for the periods shown in
the table. Total return for the period prior to September 1, 1997 reflects the
total return of a predecessor to Class B. Total return prior to September 13,
1994 reflects the total return of Class A, adjusted to reflect the Class B sales
charge. The Class B total return has not been adjusted to reflect certain other
expenses (such as distribution and/or service fees). If such adjustments were
made the Class B total return would be different. Past performance is no
guarantee 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

<TABLE>
<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT
BEFORE AFTER TOTAL RETURN BEFORE
DEDUCTING THE DEDUCTING THE DEDUCTING TOTAL RETURN AFTER DEDUCTING
MAXIMUM MAXIMUM THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF CDSC ON CDSC ON -------------------------- ----------------------------
PERIOD DATE INVESTMENT 8/31/98 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ---------- ---------- ------------- ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended 8/31/98 8/31/88 $1,000 $3,200.74 $3,200.74 220.07% 12.34% 220.07% 12.34%
5 Years
Ended 8/31/98 8/31/93 $1,000 $1,739.45 $1,719.45 73.94% 11.71% 71.94% 11.45%
1 Year
Ended 8/31/98 8/31/97 $1,000 $1,007.21 $ 957.42 0.72% 0.72% -4.26% -4.26%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class B
and of each Fund. As of December 1, 1998, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL was the record owner of approximately 15.4% of the
outstanding Class B shares, which were held on behalf of its customers who are
the beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of any Fund's outstanding Class B
shares as of such date.

<PAGE>
APPENDIX C

CLASS C FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, the principal underwriter paid
to investment dealers sales commissions of $14,448 on sales of shares of Class C
shares. During the same period, the Fund made distribution payments to the
principal underwriter under the Distribution Plan aggregating $18,063 and the
principal underwriter received approximately $3,000 in CDSCs imposed on early
redeeming shareholders. During the fiscal year ended August 31, 1998, Class C
made service fee payments to the principal underwriter and investment dealers
aggregating $6,201 of which $2,576 was paid to investment dealers and the
balance of which was retained by the principal underwriter.

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31, 1998, Class C
paid the principal underwriter $60 for repurchase transactions handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class C shares for the periods shown in
the table. Total return for the period prior to September 1, 1997 reflects the
total return of a predecessor to Class C. Total return prior to November 7, 1994
reflects the total return of Class A, adjusted to reflect the Class C sales
charge. The Class C total return has not been adjusted to reflect certain other
expenses (such as distribution and/or service fees). If such adjustments were
made, the Class C total return would be different. Past performance is no
guarantee 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.

VALUE OF A $1,000 INVESTMENT
<TABLE>
<CAPTION>

VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE AFTER DEDUCTING DEDUCTING
DEDUCTING DEDUCTING THE CDSC THE CDSC
INVESTMENT INVESTMENT AMOUNT OF THE CDSC THE CDSC -------------------------- ---------------------------
PERIOD DATE INVESTMENT ON 8/31/98 ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended
8/31/98 8/31/88 $1,000 $3,037.58 $3,037.58 203.76% 11.75% 203.76% 11.75%
5 Years Ended
8/31/98 8/31/93 $1,000 $1,650.74 $1,650.74 65.07% 10.54% 65.07% 10.54%
1 Year Ended
8/31/98 8/31/97 $1,000 $1,005.99 $ 996.06 0.60% 0.60% -0.39% -0.39%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class C shares of the
Fund. As at December 1, 1998, NFSC, Vero Beach, FL; Frontier Trust FBO Mindich
Enterprise 401(k) Plan, Ambler, PA; and Resources Trust Co. TTTEE, Dennis H.
Powers (IRA) Denver, CO were the record owners of approximately 10.1%, 8.8% and
5.3%, respectively, of the outstanding Class C shares which are held on behalf
of their customers who are the beneficial owners of such shares, and as to which
they have voting power under certain limited circumstances. To the knowledge of
the Trust, no other person owned of record or beneficially 5% or more of the
Fund's outstanding Class C shares as of such date.

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
January 1, 1999

EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
EATON VANCE INFORMATION AGE FUND

24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about the Funds listed above and their corresponding Portfolios.
Each Fund is a series of Eaton Vance Growth Trust. Capitalized terms used in
this SAI and not otherwise defined have the meanings given to them in the
prospectus. This SAI contains additional information about:

Page
Strategies and Risks .......................................... 1
Investment Restrictions ....................................... 6
Management and Organization ................................... 8
Investment Advisory and Administrative Services ............... 12
Other Service Providers ....................................... 16
Purchasing and Redeeming Shares ............................... 16
Sales Charges ................................................. 18
Performance ................................................... 21
Taxes ......................................................... 22
Portfolio Security Transactions ............................... 25
Financial Statements .......................................... 27

Appendices:
A: Class A Fees, Performance and Ownership .................... a-1
B: Class B Fees, Performance and Ownership .................... b-1
C: Class C Fees, Performance and Ownership .................... 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 SAI regarding another Fund (or Class) because the Funds use
this combined SAI. The Trustees of the Trust have considered this factor in
approving the use of a combined SAI.

THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUNDS' PROSPECTUS
DATED JANUARY 1, 1999, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED
HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS,
WHICH MAY BE OBTAINED BY CALLING 1-800-225-6265.

<PAGE>

STRATEGIES AND RISKS

HEALTH SCIENCES PORTFOLIO. Under normal market conditions, the Health Sciences
Portfolio will invest at least 65% of its total assets in securities of health
sciences 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. ("Moody's") or
lower than BBB by Standard & Poor's Ratings Group ("S&P")) or, if unrated,
determined by OrbiMed 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.

INFORMATION AGE PORTFOLIO. Under normal market conditions, the Information Age
Portfolio will invest at least 65% of its total 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 or lower than BBB by S&P) or, if unrated, determined by an investment
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 below
investment grade debt securities will not exceed 20% of total assets.

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

Currency swaps require maintenance of a segregated account described under
"Asset Coverage Requirements" 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 investment 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. 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.

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.

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.

Unlike currency futures contracts and exchange-traded options, options on
foreign currencies and forward contracts are not traded on contract markets
regulated by the Commodity Futures Trading Commission ("CFTC") or (with the
exception of certain foreign currency options) the Securities and Exchange
Commission (the "Commission"). To the contrary, such instruments are traded
through financial institutions acting as market-makers. (Foreign currency
options are also traded on the Philadelphia Stock Exchange subject to Commission
regulation). In an over-the-counter trading environment, many of the protections
associated with transactions on exchanges will not be available. For example,
there are no daily price fluctuation limits, and adverse market movements could
therefore continue to an unlimited extent over a period of time. Although the
purchaser of an option cannot lose more than the amount of the premium plus
related transaction costs, this entire amount could be lost. Moreover, an option
writer could lose amounts substantially in excess of its initial investment due
to the margin and collateral requirements associated with such option positions.
Similarly, there is no limit on the amount of potential losses on forward
contracts to which 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 investment
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.

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
as a substitute for the purchase or sale of securities or currencies. 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. Under regulations of the Commodity
Futures Trading Commission the use of futures transactions for non-hedging
purposes is limited. There can be no assurance that a Portfolio's adviser's use
of derivative instruments will be advantageous to the 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 investment adviser determines that
Rtrading 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 investment 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 below. A Portfolio may only write a put option on a
security that it intends to acquire for its investment 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 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.

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."

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, a Portfolio might experience delays in recovering its cash. To the
extent that, in the meantime, the value of the securities a Portfolio purchased
may be 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. 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 investment 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 investment adviser decides to make
securities loans, each of the Portfolios 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.

CONVERTIBLE SECURITIES. A 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 a Portfolio's investment
restrictions).

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.

PORTFOLIO TURNOVER. A Portfolio cannot accurately predict its portfolio turnover
rate, but it is anticipated that the Health Sciences Portfolio's annual turnover
rate will generally not exceed 100%, while the Information Age Portfolio's
annual turnover rate will exceed 100% (excluding, in both cases, turnover of
securities having a maturity of one year or less). A 100% turnover rate could
occur if all the securities held by a Portfolio are sold and either repurchased
or replaced within one year. A high turnover rate (100% or more) necessarily
involves greater expenses to a Portfolio. High portfolio turnover may also
result in the realization of substantial net short-term capital gains.

INVESTMENT RESTRICTIONS

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

(1) Borrow money or issue senior securities except as permitted by the
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);

(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;

(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.

Notwithstanding the investment policies and restrictions of each Fund, the
Fund may invest its investable assets in an open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund.

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.

For as long as a feeder fund of a Portfolio has registered shares in Hong
Kong, that Portfolio may not:

(i) invest more than 10% of its net assets in the securities of any one
issuer or, purchase more than 10% of any class of security of any one
issuer, provided, however, up to 30% of the Portfolio's net asset value may
be invested in Government and public securities of the same issue; and the
Portfolio may invest all of its assets in Government and other public
securities in at least six different issues;

(ii) invest more than 15% of net assets in securities which are not
listed or quoted on any stock exchange, over-the-counter market or other
organized securities market that is open to the international public and on
which such securities are regularly traded (a "Market");

(iii) invest more than 15% of net assets in warrants and options for
non-hedging purposes;

(iv) write call options on Portfolio investments exceeding 25% of its
total net asset value in terms of exercise price;

(v) enter into futures contracts on an unhedged basis where the net
total aggregate value of contract prices, whether payable by or to the
Portfolio under all outstanding futures contracts, together with the
aggregate value of holdings under paragraph (vi) below exceeds 20% of the
net total asset value of the Portfolio;

(vi) invest in physical commodities (including gold, silver, platinum or
other bullion) and commodity based investments (other than shares in
companies engaged in producing, processing or trading in commodities) which
value together with the net aggregate value of the holdings described in (v)
above, exceeds 20% of the Portfolio's net asset value;

(vii) purchase shares of other investment companies exceeding 10% of net
assets. In addition, the investment objective of any scheme in which any
Portfolio invests must not be to invest in investments prohibited by this
undertaking and where the scheme's investment objective is to invest
primarily in investments which are restricted by this undertaking, such
holdings must not be in contravention of the relevant limitation;

(viii) borrow more than 25% of its net assets (provided that for the
purposes of this paragraph, back to back loans are not to be categorized as
borrowings);

(ix) write uncovered options;

(x) invest in real estate (including options, rights or interests
therein but excluding shares in real estate companies);

(xi) assume, guarantee, endorse or otherwise become directly or
contingently liable for, or in connection with, any obligation or
indebtedness of any person in respect of borrowed money without the prior
written consent of the custodian of the Portfolio;

(xii) engage in short sales involving a liability to deliver securities
exceeding 10% of its net assets provided that any security which a Portfolio
does sell short must be actively traded on a market;

(xiii) subject to paragraph (v) above, purchase an investment with
unlimited liability; or

(xiv) purchase any nil or partly-paid securities unless any call thereon
could be met in full out of cash or near cash held by it in the amount of
which has not already been taken into account for the purposes of (ix)
above.

The Funds and the Portfolios have adopted the following investment policies
which may be changed by the Trustees with respect to a Fund without approval by
that Fund's shareholders or with respect to the Portfolio without approval of a
Fund or its other investors. Each Fund and each Portfolio will not:

(a) invest more than 15% of its net assets in investments which are not
readily marketable, including restricted securities and repurchase
agreements with a maturity longer than seven days. Restricted securities for
the purposes of this limitation do not include securities eligible for
resale pursuant to Rule 144A under the Securities Act 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. If a Fund or Portfolio invests in
Rule 144A securities, the level of portfolio illiquidity may be increased to
the extent that eligible buyers become uninterested in purchasing such
securities;

(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); or

(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).

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 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 and will not invest more than 15% of net assets in illiquid
securities. Moreover, each Fund and the Portfolio must always be in compliance
with the borrowing policies set forth above.

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. 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. Those Trustees who are "interested persons" of the
Trust or a Portfolio, as defined in the 1940 Act, are indicated by an
asterisk(*).

JESSICA M. BIBLIOWICZ (38), Trustee
President and Chief Operating Officer of John A. Levin & Co. (a registered
investment advisor) (since July 1997) and a Director of Baker, Fentress &
Company which owns John A. Levin & Co. (since July 1997). Formerly Executive
Vice President of Smith Barney Mutual Funds (from July 1994 to June 1997).
Elected Trustee October 30, 1998. Trustee of various investment companies
managed by Eaton Vance or BMR since October 30, 1998.
Address: One Rockefeller Plaza, New York, NY 10020

EDWARD K.Y. CHEN (53), 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, Asia Satellite Telecommunications Holdings Ltd., and a Board
Member of the Mass Transit Railway Corporation. Member of the Executive
Council of the Hong Kong Government from 1992-1997 and Chairman of the
Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong

DONALD R. DWIGHT (67), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company. Trustee of various investment companies managed by Eaton Vance or
BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

HON. ROBERT LLOYD GEORGE (46), Trustee and Vice President of Information Age
Portfolio*
Chairman and Chief Executive Officer of Lloyd George. Chairman and Chief
Executive Officer of the investment advisers.
Address: 3808 One Exchange Square, Central, Hong Kong

JAMES B. HAWKES (57), President and Trustee*
President and Chief Executive Officer of BMR, Eaton Vance and their corporate
parent and trustee (EVC and EV). Director of EVC and EV. Trustee and officer
of various investment companies managed by Eaton Vance or BMR.

NORTON H. REAMER (63), Trustee
Chairman of the Board and Chief Executive Officer, United Asset Management
Corporation (a holding company owning institutional investment management
firms); Chairman, President and Director, UAM Funds (mutual funds). Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (72), Trustee
Former Director of Fiduciary Company Incorporated. Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (68), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

SAMUEL D. ISALY (53), Vice President of Health Sciences Portfolio
Managing Partner of OrbiMed Advisors, Inc. since 1998; President of Mehta and
Isaly Asset Management, Inc. from 1989 through 1998; 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: OrbiMed Advisors, Inc., 767 3rd Avenue, New York, NY 10017

DUNCAN W. RICHARDSON (41), Vice President of Information Age Portfolio
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (53), Treasurer
Vice President of BMR and Eaton Vance. Officer of various other investment
companies managed by Eaton Vance or BMR.

ALAN R. DYNNER (58), 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.

JANET E. SANDERS (63), Assistant Treasurer and Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (36), Assistant Secretary
Assistant Vice President of BMR and Eaton Vance. Officer of various investment
companies managed by Eaton Vance or BMR.

ERIC G. WOODBURY (41), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

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 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 Information Age Portfolio that are not affiliated with the
investment adviser may elect to defer receipt of all or a percentage of their
annual fees in accordance with the terms of a Trustees Deferred Compensation
Plan (the "Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may
elect to have his deferred fees invested by the Portfolio in the shares of one
or more funds in the Eaton Vance Family of Funds, and the amount paid to the
Trustees under the Trustees' Plan will be determined based upon the performance
of such investments. Deferral of Trustees' fees in accordance with the Trustees'
Plan will have a negligible effect on the Portfolio's assets, liabilities, and
net income per share, and will not obligate the Portfolio to retain the services
of any Trustee or obligate the Portfolio to pay any particular level of
compensation to the Trustee. Neither the Portfolio nor the Trust has a
retirement plan for its Trustees.

The fees and expenses of 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 the Eaton Vance organization receive no compensation from the Trust
or the Portfolios). Messrs. Chen, 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, 1998, the noninterested Trustees of the Trust and
the Portfolios received the following compensation in their capacities as
Trustees from the Trust, the Portfolios and the funds in the Eaton Vance fund
complex(1):

<TABLE>
<CAPTION>
JESSICA M.
SOURCE OF COMPENSATION BIBLIOWICZ EDWARD DONALD R. SAMUEL L. NORTON H. LYNN A. JOHN L. JACK L.
(9) K.Y. CHEN DWIGHT HAYES, III REAMER STROUT(9) THORNDIKE TREYNOR

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trust(2) $ -- $ -- $ 2,284 $ 2,178 $ 2,091 $ -- $ 2,098 $ 2,395
Information Age
Portfolio $ -- $ 5,000 $ 1,192(3) $ 1,493(4) $ 1,362 $ -- $ 1,362(5) $ 1,412
Health Sciences
Portfolio $ -- $ -- $ 1,706 $ 1,981 $ 1,840 $ -- $ 1,850 $ 1,954
Trust and Fund Complex $ -- $20,525 $152,500(6) $162,500(7) $152,500 $ -- $152,500(8) $160,000
- ------------
(1) As of January 1, 1999, the Eaton Vance fund complex consists of 143 registered investment companies or series thereof.
(2) The Trust consisted of 6 Funds as of August 31, 1998.
(3) Mr. Dwight received deferred compensation of $576.
(4) Mr. Hayes received deferred compensation of $511.
(5) Mr. Thorndike received deferred compensation of $1,359.
(6) Includes $52,500 of deferred compensation.
(7) Includes $40,625 of deferred compensation.
(8) Includes $113,047 of deferred compensation.
(9) Ms. Bibliowicz and Ms. Stout were elected as Trustees on October 30, 1998 and will receive compensation approximating
the other Trustees after November 1, 1998.
</TABLE>

ORGANIZATION. Each Fund is a series of the Trust, which is organized under
Massachusetts law, and is operated as an open-end management investment company.
The Funds were reorganized as Class A shares (formerly EV Traditional
Information Age Fund and EV Traditional Worldwide Health Sciences Fund, Inc.),
Class B shares (formerly EV Marathon Information Age 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.

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. Each class
represents an interest in a Fund, but is subject to different expenses, rights
and privileges. The Trustees have the authority under the Declaration of Trust
to create additional classes of shares with differing rights and privileges.
When issued and outstanding, shares are fully paid and nonassessable by the
Trust. 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.

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 shareholders' 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 communication
with shareholders about such a meeting.

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 of classes of shares or restructuring the
Trust) as do not have a materially adverse effect on the financial interests of
shareholders or if they deem it necessary to conform it to applicable federal or
state laws or regulations. The Trust or any series or class thereof may be
terminated by: (1) the affirmative vote of the holders of not less than
two-thirds of the shares outstanding and entitled to vote at any meeting of
shareholders of the Trust or the appropriate series or class thereof, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the shares of the Trust or a series or class thereof,
provided, however, that, if such termination is recommended by the Trustees, the
vote of a majority of the outstanding voting securities of the Trust or a series
or class thereof entitled to vote thereon shall be sufficient authorization; or
(2) by means of an instrument in writing signed by a majority of the Trustees,
to be followed by a written notice to shareholders stating that a majority of
the Trustees has determined that the continuation of the Trust or a series or a
class thereof is not in the best interest of the Trust, such series or class or
of their respective shareholders.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject 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 of Trust 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 shareholder's risk of personal
liability, is remote.

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
accordance with the Declaration of Trust of each 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 of the Portfolio 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 each 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.

Each Portfolio's Declaration of Trust provides that a 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.

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 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.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. The Information Age Portfolio has engaged BMR and
Lloyd George as its investment advisers and the Health Sciences Portfolio has
engaged OrbiMed as its investment adviser. 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 investment 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.

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:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE

1 less than $500 million ............................ 0.75%
2 $500 million but less than $1 billion ............. 0.70
3 $1 billion but less than $1.5 billion ............. 0.65
4 $1.5 billion but less than $2 billion ............. 0.60
5 $2 billion but less than $3 billion ............... 0.55
6 $3 billion and over ............................... 0.50

As of August 31, 1998, the Information Age Portfolio had net assets of
$53,556,347. For the fiscal years ended August 31, 1998 and 1997 and for the
period from the start of business, September 18, 1995, to August 31, 1996, BMR
and Lloyd George earned advisory fees of $432,808, $362,172 and $199,131,
respectively. Such advisory fee was divided equally between Lloyd George and
BMR.

For a description of the compensation that Health Sciences Portfolio pays
OrbiMed, see the prospectus. As of August 31, 1998, the Health Sciences
Portfolio had net assets of $144,662,165. For the fiscal years ended August 31,
1998, 1997 and 1996, OrbiMed earned advisory fees of $1,162,878, $800,167 and
$350,234, respectively.

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.

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 investment adviser
may render services to others. Each Agreement also provides that an investment
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.

While the Information Age Portfolio is a New York trust, 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.

ADMINISTRATIVE SERVICES. 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:

ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
- ------------- ------------------------ ----------
1 less than $500 million ...................... 0.25%
2 $500 million but less than $1 billion ....... 0.23333
3 $1 billion but less than $1.5 billion ....... 0.21667
4 $1.5 billion but less than $2 billion ....... 0.20
5 $2 billion but less than $3 billion ......... 0.18333
6 $3 billion and over ......................... 0.1667

For the fiscal years ended August 31, 1998 and 1997, Eaton Vance earned
administration fees of $450,794 and $231,722, respectively, from the Health
Sciences Portfolio and $144,501 and $120,758, respectively from the Information
Age Fund (each equivalent to 0.25% of the Portfolios' average daily net assets
for such period).

As of August 31, 1998, the Information Age Fund had net assets of
$45,124,016. For the fiscal years ended August 31, 1998 and 1997 and for the
period from the start of business, September 18, 1995, to August 31, 1996, Eaton
Vance earned management fees of $121,096, $64,015 and $34,782, respectively
(equivalent to 0.25% (annualized) of the Fund's average daily net assets for
such periods).

As of August 31, 1998, the Health Sciences Fund had net assets of
$143,847,033. For the fiscal years ended August 31, 1998 and 1997, Eaton Vance
earned management fees of $448,888 and $169,792 (equivalent to 0.25% of the
Fund's average daily net assets for such year), of which $138,464 was waived by
Eaton Vance for the fiscal year ended August 31, 1997. The prior administrator
(manager) of the Health Sciences Fund was paid $114,411 for its services during
the fiscal year ended August 31, 1996.

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.

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.

INFORMATION ABOUT BMR AND EATON VANCE. BMR and Eaton Vance are business
trusts organized under Massachusetts law. Eaton Vance, Inc. ("EV") serves as
trustee of BMR and Eaton Vance. BMR, Eaton Vance and EV are wholly-owned
subsidiaries of Eaton Vance Corporation ("EVC"), a Maryland corporation and
publicly-held holding company. EVC through its subsidiaries and affiliates
engages primarily in investment management, administration and marketing
activities. The Directors of EVC are James B. Hawkes, Benjamin A. Rowland,
Jr., John G.L. Cabot, John M. Nelson, Vincent M. O'Reilly and Ralph Z.
Sorenson. All of the issued and outstanding shares of Eaton Vance 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. Hawkes and Rowland,
Alan R. Dynner, Thomas E. Faust, Jr., Thomas J. Fetter, Duncan W. Richardson,
William M. 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 indicated under "Management and
Organization," all of the officers of the Trust (as well as Mr. Hawkes who is
also a Trustee) hold positions in the Eaton Vance organization.

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.

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 a family of 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. 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
$30 billion in assets. Eaton Vance mutual funds are distributed by the Principal
Underwriter both within the United States and offshore.

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 Mr. Viren Mehta
to found the partnership of Mehta and Isaly Asset Management, Inc. On January
1, 1998, Mehta and Isaly Asset Management, Inc. changed its name to OrbiMed
Advisors, Inc. and Mr. Mehta is no longer associated with OrbiMed.

EXPENSES. Each Fund and Portfolio is responsible for all expenses not expressly
stated to be payable by another party (such as the investment adviser under the
Investment Advisory Agreement, Eaton Vance under the Administrative Services
Agreement or the principal underwriter under the Distribution Agreement). In the
case of expenses incurred by the Trust, each Fund is responsible for its pro
rata share of those expenses. The only expenses of a Fund allocated to a
particular class are those incurred under the Distribution or Service Plan
applicable to that class and those resulting from the fee paid to the principal
underwriter for repurchase transactions.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), 24 Federal
Street, Boston, MA 02110, is the Funds' principal underwriter. The principal
underwriter acts as principal in selling shares under a Distribution Agreement
with the Trust. The expenses of printing copies of prospectuses used to offer
shares 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 shares under
federal and state securities laws are borne by that Fund. The Distribution
Agreement as it applies to Class A shares 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 Distribution Agreement as it applies to Class B
and Class C shares 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 shares of the relevant
class or on six months' notice by the principal underwriter and is automatically
terminated upon assignment. The principal underwriter distributes 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 investment dealers
discounts from the applicable public offering price which are alike for all
investment dealers. See "Sales Charges." EVD is a wholly-owned subsidiary of
EVC. Mr. Hawkes is a Vice President and Director and Messrs. Dynner and O'Connor
are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
MA 02116, serves as custodian to the Funds and Portfolios. IBT has the custody
of all cash and securities representing a Fund's interest in a Portfolio, has
custody of each Portfolio's assets, maintains the general ledger of each
Portfolio and each Fund and computes the daily net asset value of interests in
each Portfolio and the net asset value of shares of the Fund. In such capacity
it attends to details in connection with the sale, exchange, substitution,
transfer or other dealings with the Portfolios' investments, receives and
disburses all funds and performs various other ministerial duties upon receipt
of proper instructions from the Trust and the Portfolios. IBT also provides
services in connection with the preparation of shareholder reports and the
electronic filing of such reports with the SEC. EVC and its affiliates and their
officers and employees from time to time have transactions with various banks,
including IBT. It is Eaton Vance's opinion that the terms and conditions of such
transactions were not and will not be influenced by existing or potential
custodial or other relationships between the Fund or the Portfolio and such
banks.

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, One Post Office Square,
Boston, Massachusetts, are the independent accountants of the Funds and the
Portfolios, providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

TRANSFER AGENT. First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123, serves as transfer and dividend disbursing agent
for the Funds.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of each Portfolio is
computed by IBT (as agent and custodian for the Portfolio) by subtracting the
liabilities of the Portfolio from the value of its total assets. The Funds and
the Portfolios will be closed for business and will not price their respective
shares or interests on the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated by
the sales charge table set forth in the prospectus. The sales charge is divided
between the principal underwriter and the investment dealer. The sales charge
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 pursuant to a written Statement of
Intention; or (2) purchases of Class A shares pursuant to the Right of
Accumulation and declared as such at the time of purchase. See "Sales Charges."

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 investment dealer, together with a completed and signed Letter of
Transmittal in approved form (available from investment dealers). 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.

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 a 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 Class B and
Class C Distribution 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
Plans for any particular period of time. Suspension of the offering of shares
would not, of course, affect a shareholder's ability to redeem shares.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS. The right to redeem shares of a 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 a 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.

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.

SYSTEMATIC WITHDRAWAL PLAN. The transfer agent will send to the shareholder
regular monthly or quarterly payments of any permitted amount designated by the
shareholder based upon the value of the shares held. The checks will be drawn
from share redemptions and hence 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.

SALES CHARGES

DEALER COMMISSIONS. The principal underwriter may, from time to time, at its own
expense, provide additional incentives to investment dealers 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 investment dealers 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 investment dealers. The principal underwriter
may allow, upon notice to all investment dealers 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
investment dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.

SALES CHARGE WAIVERS. Class A shares may be sold at net asset value to current
and retired Directors and Trustees of Eaton Vance funds, including the
Portfolios; 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 investment dealers and
bank employees who refer customers to registered representatives of invetment
dealers; to officers and employees of IBT and the transfer agent; and to such
persons' spouses, parents, siblings and children 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 a 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". 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 investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance. Class A shares are offered at net asset value to
the foregoing persons and in the foregoing situations because either (i) there
is no sales effort involved in the sale of shares or (ii) the investor is paying
a fee (other than the sales charge) to the investment dealer involved in the
sale.

The CDSC applicable to Class B shares will be waived in connection with
minimum required distributions from tax-sheltered retirement plans by applying
the rate required to be withdrawn under the applicable rules and regulations of
the Internal Revenue Service to the balance of Class B shares in your account.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares and shares of other funds exchangeable for Class A shares of another
Eaton Vance fund will be purchased within a 13-month period, a Statement of
Intention should be signed so that shares may be obtained at the same reduced
sales charge as though the total quantity were invested in one lump sum. Shares
held under Right of Accumulation (see below) as of the date of the Statement
will be included toward the completion of the Statement. The Statement
authorizes the transfer agent to hold in escrow sufficient shares (5% of the
dollar amount specified in the Statement) which can be redeemed to make up any
difference in sales charge on the amount intended to be invested and the amount
actually invested. Execution of a Statement does not obligate the shareholder to
purchase or the Fund to sell the full amount indicated in the Statement, and
should the amount actually purchased during the 13-month period be more or less
than that indicated on the Statement, price adjustments will be made. Any
investor considering signing a Statement of Intention should read it carefully.

RIGHT OF ACCUMULATION. 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 Class A shares the shareholder owns in his or her account(s) in the Fund,
and shares of other funds exchangeable for Class A shares. The sales charge on
the shares being purchased will then be at the rate applicable to the aggregate.
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
investment dealer must provide the principal underwriter (in the case of a
purchase made through an investment dealer) 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.

DISTRIBUTION PLANS. The Trust has adopted a compensation-type Distribution Plan
(the "Class A Plan") for the Class A shares of each Fund pursuant to 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) 0.50% of that portion of Class A average
daily net assets for any fiscal year which is attributable to shares which have
remained outstanding for less than one year, and (b) 0.25% of that portion of
Class A average daily net assets for any fiscal year which is attributable to
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 Class A average
daily net assets. The principal underwriter intends to use at least part of such
fees from the Health Sciences Fund to compensate investment dealers, including
OrbiMed, for personal service 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.

The Information Age Fund Class A Plan also provides that Class A will pay a
quarterly service fee to the principal underwriter in an amount equal on an
annual basis to 0.25% 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; from such service fee the principal underwriter expects to
pay a quarterly service fee to investment dealers, as compensation for providing
personal services and/or the maintenance of shareholder accounts, with respect
to shares sold by such dealers which have remained outstanding for more than one
year. Service fee payments to investment dealers will be in addition to sales
charges on Class A shares which are reallowed to investment dealers. If the
Class A Plan is terminated or not continued in effect, the Class has no
obligation to reimburse the principal underwriter to amounts expended by the
principal underwriter in distributing Class A shares. For the service fees paid
by Class A shares, see Appendix A.

The Trust has also adopted compensation-type Distribution Plans (the "Class
B and Class C Plans") pursuant to Rule 12b-1 under the 1940 Act for each Fund's
Class B and Class C shares. The Class B and Class C Plans are designed to permit
an investor to purchase shares through an investment dealer without incurring an
initial sales charge and at the same time permit the principal underwriter to
compensate investment dealers in connection therewith. The Class B and Class C
Plans provide that each Fund will pay sales commissions and distribution fees to
the principal underwriter only after and as a result of the sale of shares. On
each sale of shares (excluding reinvestment of distributions), each Fund will
pay the principal underwriter amounts representing (i) sales commissions equal
to 5% for Class B shares and 6.25% for Class C shares 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. To pay these amounts, each Class 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 investment dealers on the sale of shares and for
interest expenses. For sales of Class B shares, the principal underwriter uses
its own funds to pay sales commissions (except on exchange transactions and
reinvestments) to investment dealers at the time of sale equal to 4% of the
purchase price of the Class B shares sold by such dealers. For Class C shares,
the principal underwriter currently expects to pay to an investment dealer (a)
sales commissions (except on exchange transactions and reinvestments) at the
time of sale equal to .75% of the purchase price of the shares sold by such
dealer, and (b) monthly sales commissions approximately equivalent to 1/12 of
.75% of the value of shares sold by such dealer 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 paid to investment dealers at the time of sale. CDSCs paid to
the principal underwriter will be used to reduce amounts owed to it. The Class B
and Class C Plans provide that each Fund 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. Because payments to the principal underwriter
under the Class B and Class C 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. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
and Class C shares, see Appendix B and Appendix C, respectively.

In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the principal underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Class B and Class C 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
investment dealers), 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
Class B and Class C Plans.

The Class B and Class C Plans also authorize each Class to make payments of
service fees to the principal underwriter, investment dealers and other persons
in amounts not exceeding .25% of its average daily net assets for personal
services, and/or the maintenance of shareholder accounts. The Trustees of the
Trust have initially implemented this provision by authorizing each Class B to
make quarterly service fee payments to the principal underwriter and investment
dealers in amounts not expected to exceed .25% of the average daily net assets
for any fiscal year which is based on the value of Class B shares sold by such
persons and remaining outstanding for at least 12 months. 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. For Class C, investment
dealers currently receive (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 dealer, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of Class C shares sold by such dealer
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 investment dealers at
the time of sale. For the service fees paid by Class B and Class C shares, see
Appendix B and Appendix C, respectively.

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. 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 at the
time of sale, it is anticipated that the Eaton Vance organization will profit by
reason of the operation of the Class B and Class C Plans through an increase in
the Fund's assets (thereby increasing the advisory fee payable to BMR by the
Portfolio) resulting from sale of 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 Class B and
Class C Plans if at any point in time the aggregate amounts theretofore received
by the principal underwriter pursuant to the Class B or Class C Plan and from
CDSCs have exceeded the total expenses theretofore incurred by such organization
in distributing shares. 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 Class A and Class B and Class C Plans continue in effect from year to
year 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 "Plan Trustees") and (ii) all of the
Trustees then in office. Each Plan may be terminated at any time by vote of a
majority of the Plan Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Class. 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
shareholders of the affected Class and the Trustees. So long as a Plan is in
effect, the selection and nomination of the noninterested Trustees shall be
committed to the discretion of such Trustees. The Class A, Class B and Class C
Plans were initially approved by the Trustees, including the Plan Trustees, on
June 23, 1997.

The Trustees of the Trust believe that each Plan will be a significant
factor in the expected growth of each Fund's assets, and will result in
increased investment flexibility and advantages which have benefitted and will
continue to benefit the Fund and its shareholders. Payments for sales
commissions and distribution fees made to the principal underwriter under the
Class B and Class C Plans will compensate the principal underwriter for its
services and expenses in distributing those classes of shares. Service fee
payments made to the principal underwriter and investment dealers provide
incentives to provide continuing personal services to investors and the
maintenance of shareholder accounts. By providing incentives to the principal
underwriter and investment dealers, each Plan is expected to result in the
maintenance of, and possible future growth in, the assets of the Fund. Based on
the foregoing and other relevant factors, the Trustees of the Trust have
determined that in their judgment there is a reasonable likelihood that each
Plan will benefit the Fund and its shareholders.

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.

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.

Information used in advertisements for Health Sciences Fund may include
information about medical, pharmaceutical and technological developments and
innovations, as well as demographical information relating to health care
expenditures. Advertisements may also contain historical information on the
issuers of health sciences stocks and the performance of such stocks.
Information may also be provided about OrbiMed, including descriptions of: its
personnel; staffing techniques; evaluation and analysis procedures; and stock
selection process.

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.

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.

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.

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 investment adviser. An investment 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 investment 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 full range and quality of the broker-dealer's services, the value
of the brokerage and research services provided, the responsiveness of the
broker-dealer to an investment adviser, 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 this and 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 often involve
the payment of brokerage commissions, which may be 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 investment adviser's other clients for providing brokerage and
research services to an investment 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
investment 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 investment
adviser and its affiliates have for accounts over which they exercise investment
discretion. In making any such determination, an investment 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
investment advisers of investment companies, institutions and other investors to
receive research, analytical, 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 investment 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, political, business and market information, industry and
company reviews, evaluations of securities and portfolio strategies and
transactions, proxy voting data and analysis services, technical analysis of
various aspects of the securities markets, 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 investment 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 investment
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 investment adviser receives such Research
Services. An investment adviser evaluates the nature and quality of the various
Research Services obtained through broker-dealer firms and attempts to allocate
sufficient portfolio security transactions to such firms to ensure the continued
receipt of Research Services which the investment adviser believes are useful or
of value to it in rendering investment advisory services to its clients.

A Portfolio and an adviser may also receive Research Services from
underwriters and dealers in fixed-price offerings, which Research Services are
reviewed and evaluated by the investment adviser in connection with its
investment responsibilities. The investment companies sponsored by an investment
adviser or Eaton Vance may allocate brokerage commissions to acquire information
relating to the performance, fees and expenses of such companies and other
mutual funds, which information is used by the Trustees of such companies to
fulfill their responsibility to oversee the quality of the services provided by
various entities, including the investment adviser, to such companies. Such
companies may also pay cash for such information.

Subject to the requirement that an investment 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 investment
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 investment 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 investment
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 investment adviser's organization
outweigh any disadvantage that may arise from exposure to simultaneous
transactions.

For the fiscal years ended August 31, 1998 and 1997 and for the period from
the Information Age Portfolio's start of business, September 18, 1995, to August
31, 1996, the Information Age Portfolio paid brokerage commissions of $263,976,
$356,832 and $241,041, respectively, with respect to portfolio transactions. Of
these amounts, approximately $107,328, $265,390 and $211,697, respectively, was
paid in respect of portfolio security transactions aggregating approximately
$115,374,012, $81,407,806 and $64,655,820, respectively, to firms which provided
some Research Services to the investment adviser's organization (although many
such firms may have been selected in any particular transaction primarily
because of their execution capabilities). For the fiscal years ended August 31,
1998 and 1997, the Health Sciences Portfolio paid brokerage commissions of
$169,807 and $115,257, respectively, with respect to portfolio transactions. Of
these amounts, approximately $102,541 and $66,817, respectively, was paid in
respect of portfolio security transactions aggregating approximately $87,988,254
and $24,197,622, respectively, to firms which provided some Research Services to
the investment adviser's organization (although many firms may have been
selected in any particular transaction primarily because of their execution
capabilities). During the fiscal year ended August 31, 1996, the Health Sciences
Fund paid $186,676 in brokerage commissions.

FINANCIAL STATEMENTS

The audited financial statements of and the independent auditors' reports
for the Funds and the Portfolios appear in each Fund's most recent annual report
to shareholders and are incorporated by reference into this SAI. A copy of each
Fund's most recent annual report accompanies this SAI. Consistent with
applicable law, duplicate mailings of shareholder reports and certain other Fund
information to shareholders residing at the same address may be eliminated.

Registrant incorporates by reference the audited financial information for
the fiscal year ended August 31, 1998 for the Funds and the Portfolios listed
below, all as previously filed electronically with the Commission:

Eaton Vance Information Age Fund
Information Age Portfolio
(Accession No. 0000950109-98-004867)

Eaton Vance Worldwide Health Sciences Fund
Worldwide Health Sciences Portfolio
(Accession No. 0000950109-98-004916)

<PAGE>

APPENDIX A

CLASS A FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
For the fiscal year ended August 31, 1998, the following table shows (1)
amount of distribution and/or service fees paid or accrued on Class A shares
paid under the Plan, and (2) amount of service fees on Class A shares paid to
investment dealers. The fees paid by the Funds that were not paid to investment
dealers were retained by the principal underwriter.

DISTRIBUTION FEES TO
CLASS A FEES SERVICE FEES INVESTMENT DEALERS
- ------- ------------ ------------ ------------------
Health Sciences ...... $228,710 N/A $127,252
Information Age ...... 43,329 $24,656 19,448

PRINCIPAL UNDERWRITER
The total sales charges paid in connection with sales of Class A shares of
Information Age during the fiscal year ended August 31, 1998 were $53,833, of
which $7,960 was received by the principal underwriter. For the fiscal year
ended August 31, 1998, investment dealers received $45,873 from the total sales
charges.

The total sales charges paid in connection with sales of Class A shares of
Health Sciences during the fiscal years ended August 31, 1998 and 1997, were
$745,827 and $209,455, respectively, of which $105,245 and $185,989,
respectively, was received by the principal underwriter. For the fiscal years
ended August 31, 1998 and 1997, investment dealers received $640,582 and
$1,023,466, respectively.

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. For the fiscal year ended August 31, 1998, Class A
paid the principal underwriter for repurchase transactions handled by it $2.50
for each such transaction which aggregated as follows: Health Sciences --
$4,370; and Information Age -- $665.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class A shares for the periods shown in
the table. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 5.75%. Past performance is no guarantee 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 -- 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 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ----------------------- ---------- ---------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended 8/31/98 8/31/88 $942.22 $4,489.85 376.51% 16.90% 348.98% 16.20%
5 Years Ended 8/31/98 8/31/93 $942.30 $1,732.41 83.85% 12.95% 73.24% 11.62%
1 Year Ended 8/31/98 8/31/97 $942.55 $ 792.29 -15.94% -15.94% -20.77% -20.77%
</TABLE>

The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to September 1, 1997 reflects the total return of a predecessor to Class A.
Total return prior to the Predecessor Fund's commencement of operations reflects
the total return of Class B, adjusted to reflect the Class A sales charge. The
Class B total return has not been adjusted to reflect certain other expenses
(such as distribution and/or service fees). If such adjustments were made, the
Class A total return would be different. The "Value of Initial Investment"
reflects the deduction of the maximum sales charge of 5.75%. Past performance is
no guarantee 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 subsidiaries.

VALUE OF A $1,000 INVESTMENT -- INFORMATION AGE 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 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ----------------------- ---------- ---------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund 9/18/95 $942.51 $1,290.69 36.94% 11.25% 29.07% 9.04%
1 Year Ended 8/31/98 8/31/97 $942.52 $ 964.35 2.32% 2.32% -3.56% -3.56%
- ----------
*Predecessor Fund commenced operations September 18, 1995.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class A shares of each
Fund. In addition, as of the same date, the following record owners held the
amounts of Class A shares indicated below, which were held either individually
or on behalf of their customers who are the beneficial owners of such shares,
and as to which they have voting power under certain limited circumstances:

<TABLE>
<S> <C> <C> <C>
HEALTH SCIENCES FUND -- Charles Schwab & Co. Inc. San Francisco, CA 9.9%
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 9.2%
INFORMATION AGE FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 12.3%
Profit Sharing Retirement Plan of
Eaton Vance Management Boston, MA 11.2%
</TABLE>

To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of any Fund's outstanding Class A shares as of such
date.

<PAGE>

APPENDIX B

CLASS B FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
The following table shows, for the fiscal year ended August 31, 1998, (1)
sales commissions paid by the principal underwriter to investment dealers on
sales of Class B shares, (2) distribution payments to the principal underwriter
under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4)
service fees on Class B shares, and (5) the amount of service fees on Class B
shares paid to investment dealers. The service fees paid by the Funds that were
not paid to investment dealers were retained by the principal underwriter.

<TABLE>
<CAPTION>
DISTRIBUTION CDSC SERVICE
PAYMENTS TO PAYMENTS TO FEES TO
SALES THE PRINCIPAL THE PRINCIPAL SERVICE INVESTMENT
CLASS B COMMISSIONS UNDERWRITER UNDERWRITER FEES DEALERS
- ------- ----------- ----------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C>
Health Sciences ................. $1,604,372 $651,376 $414,000 $47,719 $47,398
Information Age ................. 172,581 242,002 117,000 59,957 59,785
</TABLE>

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31, 1998, Class B
paid the principal underwriter for repurchase transactions handled by it $2.50
for each such transaction which aggregated as follows: Health Sciences --
$3,142.50; and Information Age -- $1,150.

PERFORMANCE INFORMATION

The table below indicates 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. 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.

VALUE OF A $1,000 INVESTMENT -- INFORMATION AGE FUND

<TABLE>
<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN BEFORE DEDUCTING TOTAL RETURN AFTER DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM --------------------------- ---------------------------
PERIOD DATE INVESTMENT CDSC ON 8/31/98 CDSC ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------- ---------- ---------- --------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund 9/18/95 $1,000 $1,361.34 $1,321.34 36.13% 11.02% 32.13% 9.91%
1 Year
Ended
8/31/98 8/31/97 $1,000 $1,020.83 $ 971.97 2.08% 2.08% -2.80% -2.80%
</TABLE>

The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to September 1, 1997 reflects the total return of a predecessor to Class B.
Total return prior to the Predecessor Fund's commencement of operations reflects
the total return of Class A, adjusted to reflect the Class B sales charge. The
Class A total return has not been adjusted to reflect certain other expenses
(such as distribution and/or service fees). If such adjustments were made, the
Class B total return would be different. Past performance is no guarantee of
future results. Investment return and principal value will fluctuate; shares,
when redeemed, may be worth more or less than their original cost.

VALUE OF A $1,000 INVESTMENT -- HEALTH SCIENCES FUND

<TABLE>
<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN BEFORE DEDUCTING TOTAL RETURN AFTER DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM --------------------------- ---------------------------
PERIOD DATE INVESTMENT CDSC ON 8/31/98 CDSC ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------- ---------- ---------- --------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
8/31/98 8/31/88 $1,000 $4,733.29 $4,733.29 373.33% 16.82% 373.33% 16.82%
5 Years
Ended
8/31/98 8/31/93 $1,000 $1,826.22 $1,806.22 82.62% 12.80% 80.62% 12.55%
1 Year
Ended
8/31/98 8/31/97 $1,000 $ 835.61 $ 793.83 -16.44% -16.44% -20.62% -20.62%
- ------------
* Predecessor Fund commenced operations September 23, 1996.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class B shares of each
Fund. In addition, as of the same date, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL was the record owner of the following amounts of 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: Health Sciences Fund -- 24.1%; and Information Age Fund -- 25.4%.
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 FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended August 31, 1998, the principal underwriter paid
to investment dealers sales commissions of $0 and $13,184 on sales of shares of
Class C shares of Health Sciences Fund and Information Age Fund, respectively.
During the same period, the Health Sciences Fund and Information Age Fund made
distribution payments to the principal underwriter under the Distribution Plans
aggregating $6,919 and $19,100, respectively, and the principal underwriter
received approximately $2,000 and $2,000, respectively, in CDSCs imposed on
early redeeming shareholders. During the fiscal year ended August 31, 1998,
Information Age Fund Class C made service fee payments to the principal
underwriter and investment dealers aggregating $6,347 of which $4,386 was paid
to investment dealers and the balance of which was retained by the principal
underwriter and Health Sciences Fund made no service fee payments for the same
period.

PRINCIPAL UNDERWRITER
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. For the fiscal year ended August 31, 1998, Class C
paid the principal underwriter for repurchase transactions handled by it $2.50
for each such transaction which aggregated as follows:
Health Sciences -- $45; and Information Age -- $130.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to September 1, 1997 reflects the total return of a predecessor to Class C.
Total return prior to the Predecessor Fund's commencement of operations reflects
the total return of Class B, adjusted to reflect the Class C sales charge. The
Class B total return has not been adjusted to reflect certain other expenses
(such as distribution and/or service fees). If such adjustments were made, the
Class C total return would be different. Past performance is no guarantee 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 subsidiaries.

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 8/31/98 CDSC ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ------------ ---------- ----------- --------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund** 9/18/95 $1,000 $1,346.58 $1,346.58 34.66% 10.61% 34.66% 10.61%
1 Year
Ended
8/31/98 8/31/97 $1,000 $1,019.63 $1,009.88 1.96% 1.96% 0.99% 0.99%
- ------------
* Predecessor Fund commenced operations on November 22, 1995.
</TABLE>

The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to January 1, 1998 reflects the total return of Class A, adjusted to reflect the
Class C sales charge. The Class A total return has not been adjusted to reflect
certain other expenses (such as distribution and/or service fees). If such
adjustments were made, the Class C total return would be different. Past
performance is no guarantee 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
subsidiaries.

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 8/31/98 CDSC ON 8/31/98 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ------------ ---------- ----------- --------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
8/31/98 8/31/88 $1,000 $4,766.92 $4,766.92 376.69% 16.90% 376.69% 16.90%
5 Years
Ended
8/31/98 8/31/93 $1,000 $1,839.19 $1,839.19 83.92% 12.96% 83.92% 12.96%
1 Year
Ended
8/31/98 8/31/97 $1,000 $ 840.90 $ 832.49 -15.91% -15.91% -16.75% -16.75%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As at December 1, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class C shares of each
Fund. In addition, as of the same date, the following record owners held the
amounts of Class C shares indicated below, which were held either individually
or on behalf of their customers who are the beneficial owners of such shares,
and as to which they have voting power under certain limited circumstances:

<TABLE>
<S> <C> <C> <C>
HEALTH SCIENCES FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 18.7%
PaineWebber FBO Leon D. Hadley IRA R/O Weehawken, NJ 9.3%
PaineWebber FBO Jill Ann Hadley Montgomery, AL 7.5%
INFORMATION AGE FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 46.5%
</TABLE>

To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of any Fund's outstanding Class C shares as of such
date.

<PAGE>

PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

(a)(1) Declaration of Trust dated May 25, 1989, filed as Exhibit
(1)(a) to Post-Effective Amendment No. 59 and incorporated
herein by reference.

(2) 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.

(3) 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.

(4) Amendment and Restatement of Establishment and Designation
of Series of Shares of Beneficial Interest, Without Par
Value, effective October 19, 1998, filed herewith.

(b)(1) By-Laws filed as Exhibit (2)(a) to Post-Effective Amendment
No. 59 and incorporated herein by reference.

(2) Amendment to By-Laws dated December 13, 1993 filed as
Exhibit (2)(b) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(d) Not applicable

(e)(1) Distribution Agreement between Eaton Vance Growth Trust and
Eaton Vance Distributors, Inc. effective June 23, 1997 with
attached Schedule A effective June 23, 1997 filed as Exhibit
(6)(a)(1) to Post-Effective Amendment No. 68 and
incorporated herein by reference.

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

(f) 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).

(g)(1) 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.

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

(h)(1) Management Contract between Eaton Vance Growth Trust (on
behalf of Eaton Vance Asian Small Companies Fund, 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
(5)(a) to Post-Effective Amendment No. 68 and incorporated
herein by reference.

C-1
<PAGE>

(h)(2)(a) Amended Administrative Services Agreement between Eaton
Vance Growth Trust (on behalf of each of its series listed
on Schedule A) and Eaton Vance Management with attached
schedules (including Amended Schedule A dated April 1, 1997)
filed as Exhibit (9)(a) to Post-Effective Amendment No. 66
and incorporated herein by reference.

(b) Amendment to Schedule A dated June 23, 1997 to the Amended
Administrative Services Agreement dated April 1, 1997 filed
as Exhibit (9)(a)(2) to Post-Effective Amendment No. 68 and
incorporated herein by reference.

(3) Transfer Agency Agreement dated January 1, 1998 filed as
Exhibit (k)(b) to the Registration Statement on Form N-2 of
Eaton Vance Advisers Senior Floating-Rate Fund (File Nos.
333-46853, 811-08671) (Accession No. 0000950156-98-000172)
and incorporated herein by reference.

(i) Opinion of Internal Counsel filed as Exhibit (i) to
Post-Effective Amendment No. 72 and incorporated herein by
reference.

(j)(1) Consent of Independent Auditors for Eaton Vance Asian Small
Companies Fund filed herewith.

(2) Consent of Independent Auditors for Eaton Vance Greater
China Growth Fund filed herewith.

(3) Consent of Independent Accountants for Eaton Vance Growth
Fund filed herewith.

(4) Consent of Independent Accountants for Eaton Vance
Information Age Fund filed herewith.

(5) Consent of Independent Accountants for Information Age
Portfolio filed herewith.

(6) Consent of Independent Accountants for Eaton Vance Worldwide
Health Sciences Fund filed herewith.

(7) Consent of Independent Accountants for Worldwide Health
Sciences Portfolio filed herewith.

(k) Not applicable

(l) Not applicable

(m)(1) Eaton Vance Growth Trust Class A Service Plan adopted June
23, 1997 with attached Schedule A effective June 23, 1997
filed as Exhibit (15)(a) to Post-Effective Amendment No. 68
and incorporated herein by reference.

(2)

Eaton Vance Growth Trust Class A Distribution Plan adopted
June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(b) to Post-Effective Amendment
No. 68 and incorporated herein by reference.

(3) Eaton Vance Growth Trust Class B Distribution Plan adopted
June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(c) to Post-Effective Amendment
No. 68 and incorporated herein by reference.

(4) Eaton Vance Growth Trust Class C Distribution Plan adopted
June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(d) to Post-Effective Amendment
No. 68 and incorporated herein by reference.

C-2
<PAGE>

(n)(1) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Asian Small Companies Fund filed
herewith.

(2) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Greater China Growth Fund-Class A filed
herewith.

(3) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Greater China Growth Fund-Class B filed
herewith.

(4) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Greater China Growth Fund-Class C filed
herewith.

(5) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Growth Fund-Class A filed herewith.

(6) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Growth Fund-Class B filed herewith.

(7) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Growth Fund-Class C filed herewith.

(8) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Information Age Fund-Class A filed
herewith.

(9) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Information Age Fund-Class B filed
herewith.

(10) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Information Age Fund-Class C filed
herewith.

(11) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Worldwide Health Sciences Fund-Class A
filed herewith.

(12) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Worldwide Health Sciences Fund-Class B
filed herewith.

(13) Financial Data Schedule for the fiscal year ended August 31,
1998 for Eaton Vance Worldwide Health Sciences Fund-Class C
filed herewith.

(14) Financial Data Schedule for the fiscal year ended August 31,
1998 for Greater China Growth Portfolio filed herewith.

(15) Financial Data Schedule for the fiscal year ended August 31,
1998 for Growth Portfolio filed herewith.

(16) Financial Data Schedule for the fiscal year ended August 31,
1998 for Information Age Portfolio filed herewith.

(17) Financial Data Schedule for the fiscal year ended August 31,
1998 for Worldwide Health Sciences Portfolio filed herewith.

C-3
<PAGE>

(o) Multiple Class Plan for Eaton Vance Funds dated June 23,
1997 filed as Exhibit (18) to Post-Effective Amendment No.
68 and incorporated herein by reference.

(p)(1) Power of Attorney for Eaton Vance Growth Trust dated April
22, 1997 filed as Exhibit (17)(a) to Post-Effective
Amendment No. 68 and incorporated herein by reference.

(2) Power of Attorney for Eaton Vance Growth Trust dated
November 16, 1998 filed herewith.

(3) Power of Attorney for Growth Portfolio dated April 22, 1997
filed as Exhibit (17)(b) to Post-Effective Amendment No. 68
and incorporated herein by reference.

(4) Power of Attorney for Growth Portfolio dated November 16,
1998 filed herewith.

(5) Power of Attorney for Information Age Portfolio dated
February 14, 1997 filed as Exhibit (17)(c) to Post-Effective
Amendment No. 68 and incorporated herein by reference.

(6) Power of Attorney for Information Age Portfolio dated
November 16, 1998 filed herewith.

(7) Power of Attorney for Asian Small Companies Portfolio dated
February 14, 1997 filed as Exhibit (17)(d) to Post-Effective
Amendment No. 67 and incorporated herein by reference.

(8) Power of Attorney for Asian Small Companies Portfolio dated
November 16, 1998 filed herewith.

(9) Power of Attorney for Greater China Growth Portfolio dated
February 14, 1997 filed as Exhibit (17)(e) to Post-Effective
Amendment No. 67 and incorporated herein by reference.

(10) Power of Attorney for Worldwide Health Sciences Portfolio
filed as Exhibit (17)(f) to Post-Effective Amendment No. 68
and incorporated herein by reference.

(11) Power of Attorney for Worldwide Health Sciences Portfolio
dated November 16, 1998 filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Not applicable

ITEM 25. INDEMNIFICATION

Article IV of the Registrant's Amended and Restated Declaration of Trust
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 Registrant also provide for reciprocal
indemnity of the principal underwriter, on the one hand, and the Trustees and
officers, on the other.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File

C-4
<PAGE>

No. 1-8100); and (iii) the Form ADV of Eaton Vance (File No. 801-15930), BMR
(File No. 801-43127), Lloyd George (Bermuda) (File No. 801-40889), Lloyd George
(Hong Kong) (File No. 801-40890) and Orbimed (File No. 801-34429) filed with the
Commission, all of which are incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Registrant's principal underwriter, Eaton Vance Distributors,
Inc., a wholly-owned subsidiary of Eaton Vance Management, is the
principal underwriter for each of the investment companies named
below:
<TABLE>
<CAPTION>
<S> <C>
Eaton Vance Advisers Senior Floating-Rate Fund Eaton Vance Municipals Trust II
Eaton Vance Growth Trust Eaton Vance Mutual Funds Trust
Eaton Vance Income Fund of Boston Eaton Vance Prime Rate Reserves
Eaton Vance Investment Trust Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust EV Classic Senior Floating-Rate Fund
</TABLE>
(b)
<TABLE>
<CAPTION>
<S> <C> <C>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwiter with Registrant
----------------- ------------------------- ---------------
Albert F. Barbaro Vice President None
Chris Berg Vice President None
Kate B. Bradshaw Vice President None
David B. Carle Vice President None
Mark Carlson Vice President None
Daniel C. Cataldo Vice President None
Raymond Cox Vice President None
Peter Crowley Vice President None
Mark P. Doman Vice President None
Alan R. Dynner Vice President Secretary
Richard A. Finelli Vice President None
Kelly Flynn Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior Vice President None
Hugh S. Gilmartin Vice President None
James B. Hawkes Vice President and Director President and Trustee
Perry D. Hooker Vice President None
Brian Jacobs Senior Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Stephen Marks Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Joseph Nelson Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Andrew Ogren Vice President None
Thomas Otis Secretary and Clerk None
George D. Owen, II Vice President None
Enrique M. Pineda Vice President None
F. Anthony Robinson Vice President None
Frances Rogell 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
Teresa A. Sheehan Vice President None

C-5
<PAGE>

William M. Steul Vice President and Director None
Cornelius J. Sullivan Senior Vice President None
Peter Sykes Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Jerry Vainisi Vice President None
Chris Volf Vice President None
Wharton P. Whitaker President and Director None
Sue Wilder Vice President None
</TABLE>
- ------------------------------------------
* Address is 24 Federal Street, Boston, MA 02110

ITEM 28. 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, Eaton Vance Management, 24
Federal Street, Boston, MA 02110. Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Eaton Vance Management and Boston
Management and Research.

ITEM 29. MANAGEMENT SERVICES

Not applicable

ITEM 30. UNDERTAKINGS

Not applicable

C-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and the
Commonwealth of Massachusetts, on December 18, 1998.

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 indicated on December 18, 1998.

SIGNATURE TITLE
--------- -----

/s/ James B. Hawkes
- ------------------------ President (Chief Executive Officer) and Trustee
James B. Hawkes

/s/ James L. O'Connor
- ------------------------ Treasurer (Principal Financial and Accounting Officer)
James L. O'Connor

Jessica M. Bibliowicz*
- ------------------------ Trustee
Jessica M. Bibliowicz

Donald R. Dwight*
- ------------------------ Trustee
Donald R. Dwight

Samuel L. Hayes, III*
- ------------------------ Trustee
Samuel L. Hayes

Norton H. Reamer*
- ------------------------ Trustee
Norton H. Reamer

Lynn A. Stout*
- ------------------------ Trustee
Lynn A. Stout

John L. Thorndike*
- ------------------------ Trustee
John L. Thorndike

Jack L. Treynor*
- ------------------------ Trustee
Jack L. Treynor

*By: /s/ Alan R. Dynner
-----------------------------------
Alan R. Dynner (As attorney-in-fact)

C-7
<PAGE>

SIGNATURES

Asian Small Companies Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No.
2-22019) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on
December 18, 1998.

ASIAN SMALL COMPANIES PORTFOLIO

By: Hon. Robert Lloyd George*
----------------------------------
Hon. Robert Lloyd George, President

This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Growth Trust (File No. 2-22019) has been signed below by the following persons
in the capacities indicated on December 18, 1998.

SIGNATURE TITLE
--------- -----

Hon. Robert Lloyd George*
- ------------------------ President (Chief Executive Officer) and Trustee
Hon. Robert Lloyd George

/s/ James L. O'Connor
- ------------------------ Treasurer (Principal Financial and Accounting Officer)
James L. O'Connor

Hon. Edward K.Y. Chen*
- ------------------------ Trustee
Hon. Edward K.Y. Chen

Donald R. Dwight*
- ------------------------ Trustee
Donald R. Dwight

/s/ James B. Hawkes
- ------------------------ Trustee
James B. Hawkes

Samuel L. Hayes, III*
- ------------------------ Trustee
Samuel L. Hayes

Norton H. Reamer*
- ------------------------ Trustee
Norton H. Reamer

Lynn A. Stout*
- ------------------------ Trustee
Lynn A. Stout

John L. Thorndike*
- ------------------------ Trustee
John L. Thorndike

Jack L. Treynor*
- ------------------------ Trustee
Jack L. Treynor

*By: /s/ Alan R. Dynner
-----------------------------------
Alan R. Dynner (As attorney-in-fact)

C-8
<PAGE>

SIGNATURES

Greater China Growth Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No.
2-22019) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on
December 18, 1998.

GREATER CHINA GROWTH PORTFOLIO