<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1995
1933 ACT FILE NO. 2-11617
1940 ACT FILE NO. 811-8
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 70 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 22 [X]
EATON VANCE INVESTORS TRUST
(FORMERLY EATON VANCE INVESTORS FUND)
-----------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
617-482-8260
--------------------
(REGISTRANT'S TELEPHONE NUMBER)
THOMAS OTIS
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
---------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective on June 1, 1995
pursuant to paragraph (b) of Rule 485.
The exhibit index required by Rule 483(a) under the Securities Act of 1933
is located on page in the sequential numbering system of the manually signed
copy of this Registration Statement.
The Registrant has filed a Declaration pursuant to Rule 24f-2 and on March
15, 1995 filed its "Notice" as required by that Rule for the fiscal year ended
January 31, 1995.
Investors Portfolio has also executed this Registration Statement.
================================================================================
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under the Securities
Act of 1933
Part A -- The Prospectuses of:
EV Classic Investors Fund
EV Marathon Investors Fund
EV Traditional Investors Fund
Part B -- The Statements of Additional Information of:
EV Classic Investors Fund
EV Marathon Investors Fund
EV Traditional Investors Fund
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
<PAGE>
EATON VANCE INVESTORS TRUST
EV CLASSIC INVESTORS FUND
EV MARATHON INVESTORS FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ---------- ------- ------------------------------
1. ............. Cover Page Cover Pag
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights; Performance
Information
4. ............. General Description of The Fund's Investment
Registrant Objectives; How the Fund and
the Portfolio Invest their
Assets; Organization of the
Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares;
Distribution Plan; The
Lifetime Investing Account/
Distribution Options; The
Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable
PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ---------- ------- ------------------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Investment Objectives and
Policies Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees
and Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Administrator; Distribution
Services Plan; Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal
Being Offered Underwriter; Service for
Withdrawal; Distribution
Plan; Fees and Expenses
20. ............. Tax Status Taxes; Additional Tax Matters
21. ............. Underwriters Principal Underwriter; Fees
and Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE INVESTORS TRUST
EV TRADITIONAL INVESTORS FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ---------- ------- ------------------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights; Performance
Information
4. ............. General Description of The Fund's Investment
Registrant Objectives; How the Fund and
the Portfolio Invest their
Assets; Organization of the
Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Service
Plan; The Lifetime Investing
Account/Distribution
Options; The Eaton Vance
Exchange Privilege; Eaton
Vance Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable
PART B
ITEM NO. ITEM CAPTION STATEMENT OF ADDITIONAL
INFORMATION CAPTION
- ---------- ------- ------------------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Investment Objectives and
Policies Policies; Investment
Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees
and Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Service Plan;
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions;
Fees and Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal
Being Offered Underwriter; Service for
Withdrawal; Service Plan;
Fees and Expenses
20. ............. Tax Status Taxes; Additional Tax Matters
21. ............. Underwriters Principal Underwriter; Fees
and Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
EV CLASSIC INVESTORS FUND
EV CLASSIC INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO PROVIDE
CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS ASSETS IN
INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY
HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER THAN BY DIRECTLY
INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH HISTORICALLY
STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE INVESTORS TRUST
(THE "TRUST").
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other insured depository institution, and are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. Shares of the Fund involve
investment risks, including fluctuations in value and the possible loss of some
or all of the principal investment.
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated June 1, 1995 for the Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge from the Fund's principal underwriter, Eaton Vance
Distributors, Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA
02110 (telephone (800) 225-6265). The Portfolio's investment adviser is Boston
Management and Research (the "Investment Adviser"), a wholly-owned subsidiary of
Eaton Vance Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <S> <C>
Shareholder and Fund Expenses ..................... 2 How to Buy Fund Shares ........................ 11
The Fund's Financial Highlights ................... 3 How to Redeem Fund Shares ..................... 12
The Fund's Investment Objectives .................. 4 Reports to Shareholders ....................... 14
How the Fund and the Portfolio Invest The Lifetime Investing Account/Distribution
their Assets .................................... 4 Options ..................................... 14
Organization of the Fund and the Portfolio ....... 5 The Eaton Vance Exchange Privilege ............ 15
Management of the Fund and the Portfolio .......... 8 Eaton Vance Shareholder Services .............. 16
Distribution Plan ................................. 9 Distributions and Taxes ....................... 17
Valuing Fund Shares ............................... 11 Performance Information ....................... 18
- ------------------------------------------------------------------------------------------------------------
PROSPECTUS DATED JUNE 1, 1995
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHAREHOLDER AND FUND EXPENSES
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Contingent Deferred Sales Charge Imposed on Redemptions During the First Year (as a
percentage of redemption proceeds exclusive of all reinvestments and capital appreciation
in the account) 1.00%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 1.000
Other Expenses (after expense reduction) 1.605
-----
Total Operating Expenses (after expense reduction) 3.23%
=====
<CAPTION>
EXAMPLES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses (including a contingent deferred
sales charge in the case of redemption during the first year after purchase) on
a $1,000 investment, assuming (a) 5% annual return and (b) redemption at the
end of each period: $43 $99 $169 $353
An investor would pay the following expenses on the same investment,
assuming (a) 5% annual return and (b) no redemptions: $33 $99 $169 $353
</TABLE>
Notes:
The tables and Examples summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its expenses for the most recent fiscal year. Absent an
allocation of expenses to the Administrator, Other Expenses would have been
3.925%, and Total Operating Expenses would have been 5.55%.
The Fund invests exclusively in the Portfolio. The Trustees believe that,
over time, the aggregate per share expenses of the Fund and the Portfolio should
be approximately equal to, or less than, the per share expenses the Fund would
incur if the Fund were instead to retain the services of an investment adviser
and its assets were invested directly in the types of securities being held by
the Portfolio.
The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Examples to assume a 5% annual return, but actual annual
return will vary. For further information regarding the expenses of both the
Fund and the Portfolio see "Organization of the Fund and the Portfolio" and "How
to Redeem Fund Shares". A long-term shareholder in the Fund paying Rule 12b-1
Distribution Fees may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the National Association of
Securities Dealers, Inc.
The contingent deferred sales charge is imposed on the redemption of shares
purchased on or after January 30, 1995. No contingent deferred sales charge is
imposed on (a) shares purchased more than one year prior to redemption, (b)
shares acquired through the reinvestment of distributions or (c) any
appreciation in value of other shares in the account, and no such charge is
imposed on exchanges of Fund shares for shares of one or more other funds listed
under "The Eaton Vance Exchange Privilege". See "How to Redeem Fund Shares".
Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and additional such companies may do so in the
future. See "Organization of the Fund and the Portfolio".
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been so included in reliance upon the report of Coopers & Lybrand
L.L.P., independent accountants, as experts in accounting and auditing, which
report is contained in the Statement of Additional Information. Further
information regarding the performance of the Fund is contained in the Fund's
annual report to shareholders which may be obtained without charge by contacting
the Principal Underwriter.
- ------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
----------------------
1995 1994*
---- -----
NET ASSET VALUE -- Beginning of period .......... $10.460 $10.000
------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income ......................... $ 0.215 $ 0.025
Net realized and unrealized gain (loss) on
investments ................................. (0.810) 0.435
------- -------
Total income (loss)
from investment operations .............. $(0.595) $ 0.460
------- -------
LESS DISTRIBUTIONS:
From net investment income
. ............................................... $(0.166) --
In excess of net
investment income ............................... (0.074) --
From realized gain on
investments ..................................... (0.002) --
From paid in capital .......................... (0.013) --
------- -------
Total distributions ....................... $(0.255) --
------- -------
NET ASSET VALUE -- End of period ................ $ 9.610 $10.460
======= =======
TOTAL RETURN1 ................................... (5.71)% 4.60%
RATIOS/SUPPLEMENTAL DATA (to
average daily net assets):**
Expenses(2) ................................... 3.23% 1.68%+
Net investment income ......................... 1.49% 1.81%+
NET ASSETS, END OF PERIOD
(000's omitted) ................................. $ 2,073 $ 664
*For the period from the start of business, November 2, 1993, to January 31,
1994.
**The expenses related to the operation of the Fund reflect an allocation of
expenses to the Administrator or an assumption of expenses by the Investment
Adviser. Had such action not been taken, the ratios would have been as
follows:
RATIOS (to average daily net assets)
Expenses(2) .................................... 5.55% 4.97%+
Net investment income (loss) ................... (0.83)% (1.46)%+
(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. Dividends and distributions, if any, are assumed to be reinvested at
the net asset value on the record date.
(2)Includes the Fund's share of Investors Portfolio's allocated expenses.
+Computed on an annualized basis.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
The investment objectives of EV CLASSIC INVESTORS FUND are to provide current
income and long-term growth of capital. The Fund currently seeks to meet its
investment objectives by investing its assets in Investors Portfolio, a separate
registered investment company which has the same investment objectives and
policies as the Fund and whose management will place emphasis on equity
securities considered to be of high or improving quality. Investments will also
be made in fixed-income securities such as preferred stocks, bonds, debentures,
notes or money market instruments in order to maintain a reasonable level of
current income, preserve capital or create a buying reserve. The investment
objectives of the Fund may be changed by the Trustees without a vote of
shareholders; as a matter of policy, the Trustees would not materially change
the investment objectives of the Fund without shareholder approval.
HOW THE FUND AND THE PORTFOLIO INVEST THEIR ASSETS
- ------------------------------------------------------------------------------
THE FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVES BY INVESTING EITHER DIRECTLY
OR INDIRECTLY THROUGH ANOTHER OPEN-END MANAGEMENT INVESTMENT COMPANY WHICH
INTENDS TO INVEST IN BOTH EQUITY AND DEBT SECURITIES. IT IS THE PORTFOLIO'S
CURRENT POLICY THAT INVESTMENTS IN EQUITY SECURITIES WILL GENERALLY NOT EXCEED
75% NOR BE LESS THAN 25% OF THE PORTFOLIO'S NET ASSETS. The policy of the
Portfolio is to invest in a broadly diversified list of seasoned securities
representing a number of different industries. It is the policy of the Portfolio
not to concentrate its investments in any particular industry or group of
industries. Electric utility companies, gas utility companies, natural gas
producing companies, transmission companies, telephone companies and water works
companies will for the purpose of this policy be considered separate industries.
The Portfolio may not invest more than 25% of the value of its total assets at
the time of acquisition in any one industry, with public utility companies, as
segregated above, being considered separate industries. The policies set forth
in this paragraph are fundamental policies of both the Fund and the Portfolio
and may not be changed unless authorized by a vote of the shareholders of the
Fund or the investors in the Portfolio, as the case may be.
The Portfolio may invest in various kinds and types of debt securities from
time to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations and various other mortgage-backed
securities, and other types of asset-backed obligations and collateralized
securities. The Portfolio may also invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less of
its assets.
The Portfolio may invest in securities issued by foreign companies
(including American Depository Receipts and Global Depository Receipts). Such
investments may be subject to various risks such as fluctuations in currency and
exchange rates, foreign taxes, social, political and economic conditions in the
countries in which such companies operate, and changes in governmental, economic
or monetary policies both here and abroad. There may be less publicly available
information about a foreign company than about a comparable domestic company.
Since the securities markets in many foreign countries are not as developed as
those in the United States, the securities of many foreign companies are less
liquid and their prices are more volatile than securities of comparable domestic
companies. In order to hedge against possible variations in foreign exchange
rates pending the settlement of foreign securities transactions, the Portfolio
may buy or sell foreign currencies or may enter into forward foreign currency
exchange contracts to purchase or sell a specified currency at a specified price
and future date. As of April 28, 1995, the Portfolio had 5.48% of its net assets
invested in securities issued by foreign companies.
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, which may exceed the Portfolio's initial
investment in these contracts. Futures contracts involve transaction costs. To
the extent that the Portfolio enters into futures contracts and options thereon
traded on an exchange regulated by the Commodity Futures Trading Commission, in
each case that are not for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums required to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the liquidation value of the Portfolio's portfolio, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There can be no assurance that the Investment Adviser's use of
stock index futures will be advantageous to the Portfolio.
An investment in the Fund entails the risk that the principal value of Fund
shares and the income earned thereon may not increase or may decline. The
Portfolio's investments in equity securities are subject to the risk of adverse
developments affecting particular companies or industries and the stock market
generally. Investments in bonds are subject to the risk that the issuer may
default on its obligations to pay principal and interest. The value of bonds
tends to increase during periods of falling interest rates and to decline during
periods of rising interest rates. By investing in a diversified portfolio of
securities, the Portfolio seeks both to reduce the risks ordinarily inherent in
holding one security or securities of a single issuer and to improve the
prospects for possible growth by investing in a substantial number of prudently
selected securities. Attainment of the Portfolio's objectives cannot, of course,
be assured since its asset value fluctuates with changes in the market value of
its investments and dividends paid depend upon income received by the Portfolio.
The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder or
an investor vote, respectively. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objectives and policies
of the Fund and the Portfolio are not fundamental policies and accordingly may
be changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the Fund's shareholders or the investors in the Portfolio, as the
case may be. If any changes were made in the Fund's investment objectives, the
Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder of
the Fund.
- --------------------------------------------------------------------------------
THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM, AND PROSPECTIVE
INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES AND OTHER INVESTMENTS WHEN
CONSIDERING THE PURCHASE OF FUND SHARES. THE FUND CANNOT ELIMINATE RISK OR
ASSURE ACHIEVEMENT OF ITS OBJECTIVES.
- --------------------------------------------------------------------------------
ORGANIZATION OF THE FUND AND THE PORTFOLIO
- ------------------------------------------------------------------------------
The Fund is a diversified series of Eaton Vance Investors Trust, a business
trust established under Massachusetts law pursuant to a Declaration of Trust
dated May 25, 1989, as amended and restated. The Trust is the successor to a
Massachusetts corporation which commenced its investment company operations in
1932. The Trust is a mutual fund -- an open-end management investment company.
THE TRUSTEES OF THE TRUST ARE RESPONSIBLE FOR THE OVERALL MANAGEMENT AND
SUPERVISION OF ITS AFFAIRS. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series and because
the Trust can offer separate series (such as the Fund) it is known as a "series
company." Each share represents an equal proportionate beneficial interest in
the Fund. When issued and outstanding, the shares are fully paid and
nonassessable by the Trust and redeemable as described under "How to Redeem Fund
Shares." Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive or
conversion rights and are freely transferable. In the event of the liquidation
of the Fund, shareholders are entitled to share pro rata in the net assets of
the Fund available for distribution to shareholders.
THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW
YORK AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable Federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations. Accordingly, the Trustees of the Trust
believe that neither the Fund nor its shareholders will be adversely affected by
reason of the Fund investing in the Portfolio.
SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objectives by investing its assets in an interest in the Portfolio
(although the Fund may temporarily hold a de minimis amount of cash), which is a
separate investment company with identical investment objectives. Therefore, the
Fund's interest in the securities owned by the Portfolio is indirect. In
addition to selling an interest to the Fund, the Portfolio may sell interests to
other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in the Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares at
the same public offering price as the Fund due to variations in sales
commissions and other operating expenses. Therefore, investors in the Fund
should be aware that these differences may result in differences in returns
experienced by investors in the various funds that invest in the Portfolio. Such
differences in returns are also present in other mutual fund structures,
including funds that have multiple classes of shares. For information regarding
the investment objectives, policies and restrictions, see "The Fund's Investment
Objectives" and "How the Fund and the Portfolio Invest their Assets". Further
information regarding investment practices may be found in the Statement of
Additional Information.
The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for substantial growth in the assets of the
Portfolio, and affords the potential for economies of scale for the Fund, at
least when the assets of the Portfolio exceed $300 million.
The Fund may withdraw (completely redeem) all its assets from the Portfolio
at any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objectives and the
nonfundamental investment policies of the Fund and the Portfolio may be changed
by the Trustees of the Trust and the Portfolio without obtaining the approval of
the shareholders of the Fund or the investors in the Portfolio, as the case may
be. Any such change of the investment objectives will be preceded by thirty
days' advance written notice to the shareholders of the Fund or the investors in
the Portfolio, as the case may be. If a shareholder redeems shares because of a
change in the nonfundamental objectives or policies of the Fund, those shares
may be subject to a contingent deferred sales charge, as described in "How to
Redeem Fund Shares." In the event the Fund withdraws all of its assets from the
Portfolio, or the Board of Trustees of the Trust determines that the investment
objectives of the Portfolio are no longer consistent with the investment
objectives of the Fund, such Trustees would consider what action might be taken,
including investing the assets of the Fund in another pooled investment entity
or retaining an investment adviser to manage the Fund's assets in accordance
with its investment objectives. The Fund's investment performance may be
affected by a withdrawal of all its assets from the Portfolio.
Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc.
(the "Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110,
(617) 482-8260. Smaller investors in the Portfolio may be adversely affected by
the actions of larger investors in the Portfolio. For example, if a large
investor withdraws from the Portfolio, the remaining investors may experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, the Portfolio may become less diverse, resulting in increased
portfolio risk, and experience decreasing economies of scale. However, this
possibility exists as well for historically structured funds which have large or
institutional investors.
Until recently, the Administrator sponsored and advised historically
structured funds. Funds which invest all their assets in interests in a separate
investment company are a relatively new development in the mutual fund industry
and, therefore, the Fund may be subject to additional regulations than
historically structured funds.
The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for Federal income tax purposes. See
"Distributions and Taxes" for further information. Whenever the Fund as an
investor in the Portfolio is requested to vote on matters pertaining to the
Portfolio (other than the termination of the Portfolio's business, which may be
determined by the Trustees of the Portfolio without investor approval), the Fund
will hold a meeting of Fund shareholders and will vote its interest in the
Portfolio for or against such matters proportionately to the instructions to
vote for or against such matters received from Fund shareholders. The Fund shall
vote shares for which it receives no voting instructions in the same proportion
as the shares for which it receives voting instructions. Other investors in the
Portfolio may alone or collectively acquire sufficient voting interests in the
Portfolio to control matters relating to the operation of the Portfolio, which
may require the Fund to withdraw its investment in the Portfolio or take other
appropriate action. Any such withdrawal could result in a distribution "in kind"
of portfolio securities (as opposed to a cash distribution from the Portfolio).
If securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.
The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.
MANAGEMENT OF THE FUND AND THE PORTFOLIO
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THE PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT ADVISER.
EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931.
Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. 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 January 31, 1995, the Portfolio paid BMR
advisory fees equivalent to 0.625% of the Portfolio's average daily net assets
for such year.
BMR furnishes for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Portfolio. BMR also places the portfolio transactions of the Portfolio with many
broker-dealer firms and uses its best efforts to obtain execution of such
transactions at prices which are advantageous to the Portfolio and at reasonably
competitive commission rates. Subject to the foregoing, BMR may consider sales
of shares of the Fund or of other investment companies sponsored by BMR or Eaton
Vance as a factor in the selection of broker-dealer firms to execute portfolio
transactions.
Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio
since it commenced operations. He has been a Vice President of Eaton Vance
since 1985 and of BMR since 1992.
BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $15 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly held holding company. Eaton Vance Corp., through its
subsidiaries and affiliates, engages in investment management and marketing
activities, fiduciary and banking services, oil and gas operations, real estate
investment, consulting and management, and development of precious metals
properties.
The Trust has retained the services of Eaton Vance to act as Administrator
of the Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objectives of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives no
compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.
The Portfolio and the Fund, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
BMR under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by EVD under the distribution agreement.
DISTRIBUTION PLAN
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THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
Rule 12b-1 permits a mutual fund, such as the Fund, to finance distribution
activities and bear expenses associated with the distribution of its shares
provided that any payments made by the Fund are made pursuant to a written plan
adopted in accordance with the Rule. The Plan is subject to and complies with
the sales charge rule of the National Association of Securities Dealers, Inc.
(the "NASD Rule"). The Plan is described further in the Statement of Additional
Information, and the following is a description of the salient features of the
Plan. The Plan provides that the Fund, subject to the NASD Rule, will pay sales
commissions and distribution fees to the Principal Underwriter only after and as
a result of the sale of shares of the Fund. On each sale of Fund shares
(excluding reinvestment of distributions) the Fund will pay the Principal
Underwriter amounts representing (i) sales commissions equal to 6.25% of the
amount received by the Fund for each share sold and (ii) distribution fees
calculated by applying the rate of 1% over the prime rate then reported in The
Wall Street Journal to the outstanding balance of Uncovered Distribution Charges
(as described below) of the Principal Underwriter. On sales of shares made prior
to January 30, 1995, the Principal Underwriter currently pays monthly sales
commissions to a financial service firm (an "Authorized Firm") in amounts
anticipated to be equivalent to .75%, annualized, of the assets maintained in
the Fund by the customers of such Firm. On sales of shares made on January 30,
1995, and thereafter, the Principal Underwriter currently expects to pay to an
Authorized Firm (a) sales commissions (except on exchange transactions and
reinvestments) at the time of sale equal to .75% of the purchase price of the
shares sold by such Firm, and (b) monthly sales commissions approximately
equivalent to 1/12 of .75% of the value of shares sold by such Firm and
remaining outstanding for at least one year. The Plan is designed to permit an
investor to purchase Fund shares through an Authorized Firm without incurring an
initial sales charge and at the same time permit the Principal Underwriter to
compensate Authorized Firms in connection with the sale of Fund shares.
THE NASD RULE REQUIRES THE FUND TO LIMIT ITS ANNUAL PAYMENTS OF SALES
COMMISSIONS AND DISTRIBUTION FEES TO THE PRINCIPAL UNDERWRITER TO AN AMOUNT NOT
EXCEEDING .75% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
Under its Plan, the Fund accrues daily an amount at the rate of 1/365 of .75% of
the Fund's net assets, and pays such accrued amounts monthly to the Principal
Underwriter. The Plan requires such accruals to be automatically discontinued
during any period in which there are no outstanding Uncovered Distribution
Charges under the Plan.Uncovered Distribution Charges are calculated daily and,
briefly, are equivalent to all unpaid sales commissions and distribution fees to
which the Principal Underwriter is entitled under the Plan less all contingent
deferred sales charges theretofore paid to the Principal Underwriter. The Eaton
Vance organization may be considered to have realized a profit under the Plan if
at any point in time the aggregate amounts of all payments made to the Principal
Underwriter pursuant to the Plan, including any contingent deferred sales
charges, have exceeded the total expenses theretofore incurred by such
organization in distributing shares of the Fund. Total expenses for this purpose
will include an allocable portion of the overhead costs of such organization and
its branch offices.
Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid to the Principal Underwriter during any fiscal year, a
high level of sales of Fund shares during the initial years of the Fund's
operations would cause a large portion of the sales commission attributable to a
sale of Fund shares to be accrued and paid by the Fund to the Principal
Underwriter in fiscal years subsequent to the year in which such shares were
sold. This spreading of sales commissions payments under the Plan over an
extended period would result in the incurrence and payment of increased
distribution fees under the Plan. For the fiscal year ended January 31, 1995,
the Fund paid or accrued sales commissions under the Plan equivalent to .75% of
the Fund's average daily net assets for such year. As at January 31, 1995, the
outstanding Uncovered Distribution Charges of the Principal Underwriter
calculated under the Plan amounted to approximately $319,666 (equivalent to
15.42% of the Fund's net assets on such day).
THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR. The
Trustees of the Trust have initially implemented this provision of the Plan by
authorizing the Fund to make monthly service fee payments to the Principal
Underwriter in amounts not expected to exceed .25% of the Fund's average daily
net assets for any fiscal year. The Fund accrues the service fee daily at the
rate of 1/365 of .25% of the Fund's net assets. On sales of shares made prior to
January 30, 1995, the Principal Underwriter currently makes monthly service fee
payments to an Authorized Firm in amounts anticipated to be equivalent to .25%,
annualized, of the assets maintained in the Fund by the customers of such Firm.
On sales of shares made on January 30, 1995 and thereafter, the Principal
Underwriter currently expects to pay to an Authorized Firm (a) a service fee
(except on exchange transactions and reinvestments) at the time of sale equal to
.25% of the purchase price of the shares sold by such Firm, and (b) monthly
service fees approximately equivalent to 1/12 of .25% of the value of shares
sold by such Firm and remaining outstanding for at least one year. During the
first year after a purchase of Fund shares, the Principal Underwriter will
retain the service fee as reimbursement for the service fee payment made to the
Authorized Firm at the time of sale. As permitted by the NASD Rule, all service
fee payments are made for personal services and/or the maintenance of
shareholder accounts. Service fees are separate and distinct from the sales
commissions and distribution fees payable by the Fund to the Principal
Underwriter, and as such are not subject to automatic discontinuance when there
are no outstanding Uncovered Distribution Charges of the Principal Underwriter.
For the fiscal year ended January 31, 1995, the Fund paid or accrued service
fees under the Plan equivalent to .25% of the Fund's average daily net assets
for such year.
The Principal Underwriter may, from time to time, at its own expense,
provide additional incentives to Authorized Firms which employ registered
representatives who sell a minimum dollar amount of the Fund's shares and/or
shares of other funds distributed by the Principal Underwriter. In some
instances, such additional incentives may be offered only to certain Authorized
Firms whose representatives are expected to sell significant amounts of shares.
In addition, the Principal Underwriter may from time to time increase or
decrease the sales commissions payable to Authorized Firms.
The Fund may, in its absolute discretion, suspend, discontinue or limit the
offering of its shares at any time. In determining whether any such action
should be taken, the Fund's management intends to consider all relevant factors,
including without limitation the size of the Fund, the investment climate and
market conditions, the volume of sales and redemptions of Fund shares, and the
amount of Uncovered Distribution Charges of the Principal Underwriter. The Plan
may continue in effect and payments may be made under the Plan following any
such suspension, discontinuance or limitation of the offering of Fund shares;
however, the Fund is not contractually obligated to continue the Plan for any
particular period of time. Suspension of the offering of Fund shares would not,
of course, affect a shareholder's ability to redeem shares.
VALUING FUND SHARES
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THE FUND VALUES ITS SHARES ONCE ON EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m., New York time). The Fund's net asset value per
share is determined by its custodian, Investors Bank & Trust Company ("IBT"),
(as agent for the Fund) in the manner authorized by the Trustees of the Trust.
Net asset value is computed by dividing the value of the Fund's total assets,
less its liabilities, by the number of shares outstanding. Because the Fund
invests its assets in an interest in the Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities).
Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter, which
is a wholly-owned subsidiary of Eaton Vance.
The Portfolio's net asset value is also determined as of the close of
regular trading on the Exchange by IBT (as custodian and agent for the
Portfolio) in the manner authorized by the Trustees of the Portfolio. Net asset
value is computed by subtracting the liabilities of the Portfolio from the value
of its total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at the closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information. Eaton Vance Corp. owns
77.3% of the outstanding stock of IBT, the Fund's and the Portfolio's custodian.
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SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY MULTIPLYING THE
NUMBER OF FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE PER SHARE.
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HOW TO BUY FUND SHARES
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SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the net asset value per share of the Fund next determined after an order is
effective. The Fund may suspend the offering of shares at any time and may
refuse any order for the purchase of shares.
An initial investment in the Fund must be at least $1,000. Once an account
has been established the investor may send investments of $50 or more at any
time directly to the Fund's Transfer Agent (the "Transfer Agent") as follows:
The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104.
The $1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".
In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is $1,000
or more, the Fund may accept initial investments of less than $1,000 on the part
of an individual participant. In the event a shareholder who is a participant of
such a plan terminates participation in the plan, his or her shares will be
transferred to a regular individual account. However, such account will be
subject to the right of redemption by the Fund as described under "How to Redeem
Fund Shares."
ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares at their net asset value as determined above. The minimum value of
securities (or securities and cash) accepted for deposit is $5,000. Securities
accepted will be sold by IBT as agent for the account of their owner on the day
of their receipt by IBT or as soon thereafter as possible. The number of Fund
shares to be issued in exchange for securities will be the aggregate proceeds
from the sale of such securities, divided by the applicable net asset value per
Fund share on the day such proceeds are received. Eaton Vance will use
reasonable efforts to obtain the then current market price for such securities
but does not guarantee the best available price. Eaton Vance will absorb any
transaction costs, such as commissions, on the sale of the securities.
Securities determined to be acceptable should be transferred via book entry
or physically delivered, in proper form for transfer, through an Authorized
Firm, together with a completed and signed Letter of Transmittal in approved
form (available from Authorized Firms), as follows:
IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Classic Investors Fund
IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Classic Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111
Investors who are contemplating an exchange of securities for shares of the
Fund, or their representatives, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities to IBT. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
Fund shares may create a taxable gain or loss. Each investor should consult his
or her tax adviser with respect to the particular Federal, state and local tax
consequences of exchanging securities for Fund shares.
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IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
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HOW TO REDEEM FUND SHARES
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A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE SHAREHOLDER SERVICES
GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business hours
a written request for redemption in good order, plus any share certificates with
executed stock powers. The redemption price will be based on the net asset value
per Fund share next computed after such delivery. Good order means that all
relevant documents must be endorsed by the record owner (s) exactly as the
shares are registered and the signature(s) must be guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to The Shareholder
Services Group, Inc. In addition, in some cases, good order may require the
furnishing of additional documents such as where shares are registered in the
name of a corporation, partnership or fiduciary.
Within seven days after receipt of a redemption request in good order by The
Shareholder Services Group, Inc., the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the amount
of any applicable contingent deferred sales charges (described below) and any
Federal income tax required to be withheld. Although the Fund normally expects
to make payment in cash for redeemed shares, the Trust, subject to compliance
with applicable regulations, has reserved the right to pay the redemption price
of shares of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio. The
securities so distributed would be valued pursuant to the Portfolio's valuation
procedures. If a shareholder received a distribution in kind, the shareholder
could incur brokerage or other charges in converting the securities to cash.
To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
EVD. Throughout this Prospectus, the word "redemption" is generally meant to
include a repurchase.
If shares were recently purchased, the proceeds of a redemption (or
repurchase) will not be sent until the check (including a certified or cashier's
check) received for the shares purchased has cleared. Payment for shares
tendered for redemption may be delayed up to 15 days from the purchase date when
the purchase check has not yet cleared. Redemptions or repurchases may result in
a taxable gain or loss.
Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem accounts with balances of less than $1,000. Prior to such a
redemption, shareholders will be given 60 days' written notice to make
additional purchases. Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. No
contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.
CONTINGENT DEFERRED SALES CHARGE. Shares purchased on or after January 30, 1995
and redeemed within the first year of their purchase (except shares acquired
through the reinvestment of distributions) generally will be subject to a
contingent deferred sales charge. This contingent deferred sales charge is
imposed on any redemption the amount of which exceeds the aggregate value at the
time of redemption of (a) all shares in the account purchased more than one year
prior to the redemption, (b) all shares in the account acquired through
reinvestment of distributions, and (c) the increase, if any, of value in the
other shares in the account (namely those purchased within the year preceding
the redemption) over the purchase price of such shares. Redemptions are
processed in a manner to maximize the amount of redemption proceeds which will
not be subject to a contingent deferred sales charge. That is, each redemption
will be assumed to have been made first from the exempt amounts referred to in
clauses (a), (b) and (c) above, and second through liquidation of those shares
in the account referred to in clause (c) on a first-in-first out basis. Any
contingent deferred sales charge which is required to be imposed on share
redemptions will be equal to 1% of the net asset value of redeemed shares.
In calculating the contingent deferred sales charge upon the redemption of
Fund shares acquired in an exchange for shares of a fund currently listed under
"The Eaton Vance Exchange Privilege," the purchase of Fund shares acquired in
the exchange is deemed to have occurred at the time of the original purchase of
the exchanged shares.
No contingent deferred sales charge will be imposed on Fund shares which
have been sold to Eaton Vance or its affiliates, or to their respective
employees or clients. The contingent deferred sales charge will also be waived
for shares redeemed (1) pursuant to a Withdrawal Plan (see "Eaton Vance
Shareholder Services"), (2) as part of a distribution from a retirement plan
qualified under Section 401, 403(b) or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), or (3) as part of a minimum required distribution from
other tax-sheltered retirement plans. The contingent deferred sales charge will
be paid to the Principal Underwriter or the Fund.
REPORTS TO SHAREHOLDERS
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THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
calendar year, the Fund will furnish all shareholders with information necessary
for preparing Federal and state tax returns.
THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
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AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, THE SHAREHOLDER SERVICES GROUP, INC., WILL SET UP A LIFETIME INVESTING
ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a complete
record of all transactions between the investor and the Fund which at all times
shows the balance of shares owned. The Fund will not issue share certificates
except upon request.
Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the transaction
and the current balance in the account. (Under certain investment plans,
statements may be sent only quarterly). THE LIFETIME INVESTING ACCOUNT ALSO
PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A
CHECK FOR $50 OR MORE to The Shareholder Services Group, Inc.
Any questions concerning a shareholder's account or services available may
be directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to The Shareholder Services Group, Inc., BOS725, P.O.
Box 1559, Boston, MA 02104 (please provide the name of the shareholder, the Fund
and the account number).
THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME
INVESTING ACCOUNTS and may be changed as often as desired by written notice to
the Fund's dividend disbursing agent, The Shareholder Services Group, Inc.,
BOS725, P.O. Box 1559, Boston, MA 02104. The currently effective option will
appear on each confirmation statement.
Share Option -- Dividends and capital gains will be reinvested in additional
shares.
Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.
Cash Option -- Dividends and capital gains will be paid in cash.
The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under Federal income tax laws.
If the Income Option or Cash Option has been selected, dividend and/or
capital gains distribution checks which are returned by the United States Postal
Service as not deliverable or which remain uncashed for six months or more will
be reinvested in the account in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.
DISTRIBUTION INVESTMENT OPTION. In addition to the distribution options set
forth above, dividends and/or capital gains may be invested in additional shares
of another Eaton Vance fund. Before selecting this option, a shareholder should
obtain a prospectus of the other Eaton Vance fund and consider its objectives
and policies carefully.
"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the account,
or to obtain information about the account. The transfer of shares in a "street
name" account to an account with another dealer or to an account directly with a
Fund involves special procedures and will require the beneficial owner to obtain
historical purchase information about the shares in the account from the
Authorized Firm. Before establishing a "street name" account with an investment
firm, or transferring the account to another investment firm, an investor
wishing to reinvest distributions should determine whether the firm which will
hold the shares allows reinvestment of distributions in "street name" accounts.
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UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL INVESTMENTS
IN SHARES BY SENDING A CHECK FOR $50 OR MORE.
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THE EATON VANCE EXCHANGE PRIVILEGE
- ------------------------------------------------------------------------------
Shares of the Fund currently may be exchanged for shares of one or more other
funds in the Eaton Vance Classic Group of Funds or Eaton Vance Money Market
Fund, which are distributed subject to a contingent deferred sales charge, on
the basis of the net asset value per share of each fund at the time of the
exchange, provided that such exchange offers are available only in states where
shares of the fund being acquired may be legally sold.
Each exchange must involve shares which have a net asset value of at least
$1,000. The exchange privilege may be changed or discontinued without penalty.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege. The Fund does not permit the
exchange privilege to be used for "Market Timing" and may terminate the exchange
privilege for any shareholder account engaged in Market Timing activity. Any
shareholder account for which more than two round-trip exchanges are made within
any twelve month period will be deemed to be engaged in Market Timing.
Furthermore, a group of unrelated accounts for which exchanges are entered
contemporaneously by a financial intermediary will be considered to be engaged
in Market Timing.
The Shareholder Services Group, Inc. makes exchanges at the next determined
net asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult The Shareholder Services Group, Inc. for
additional information concerning the exchange privilege. Applications and
prospectuses of other funds are available from Authorized Firms or the Principal
Underwriter. The prospectus for each fund describes its investment objectives
and policies, and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon the redemption of shares
acquired in an exchange, the purchase of shares acquired in one or more
exchanges is deemed to have occurred at the time of the original purchase of the
exchanged shares.
Shares of the other funds in the Eaton Vance Classic Group of Funds (and
shares of Eaton Vance Money Market Fund acquired as the result of an exchange
from an EV Classic fund) may be exchanged for Fund shares on the basis of the
net asset value per share of each fund at the time of the exchange, but subject
to any restrictions or qualifications set forth in the current prospectus of any
such fund.
Telephone exchanges are accepted by The Shareholder Services Group, Inc.
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call The Shareholder Services Group, Inc.
at 800-262-1122 or, within Massachusetts, 617-573-9403, Monday through Friday,
9:00 a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone
exchange must be registered in the same name(s) and with the same address as the
shares being exchanged. Neither the Fund, the Principal Underwriter nor The
Shareholder Services Group, Inc. will be responsible for the authenticity of
exchange instructions received by telephone, provided that reasonable procedures
to confirm that instructions communicated are genuine have been followed.
Telephone instructions will be tape recorded. In times of drastic economic or
market changes, a telephone exchange may be difficult to implement. An exchange
may result in a taxable gain or loss.
EATON VANCE SHAREHOLDER SERVICES
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THE FUND OFFERS THE FOLLOWING SERVICES, WHICH ARE VOLUNTARY, INVOLVE NO EXTRA
CHARGE, AND MAY BE CHANGED OR DISCONTINUED WITHOUT PENALTY AT ANY TIME. Full
information on each of the services described below and an application, where
required, are available from Authorized Firms or the Principal Underwriter. The
cost of administering such services for the benefit of shareholders who
participate in them is borne by the Fund as an expense to all shareholders.
INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Classic Investors Fund may be mailed directly to The Shareholder Services Group,
Inc., BOS725, P.O. Box 1559, Boston, MA 02104 at any time -- whether or not
distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.
BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made automatically each month or quarter from the
shareholder's bank account. The $1,000 minimum initial investment and small
account redemption policy are waived for these accounts.
WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks in an aggregate amount that does not exceed annually
12% of the account balance at the time the plan is established. Such amount will
not be subject to a contingent deferred sales charge. See "How to Redeem Fund
Shares." A minimum deposit of $5,000 in shares is required.
REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST, WITH CREDIT FOR ANY CONTINGENT DEFERRED SALES CHARGES PAID ON THE
REPURCHASED OR REDEEMED SHARES, ANY PORTION OR ALL OF THE REPURCHASE OR
REDEMPTION PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO
ROUND OFF THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE FUND,
provided that the reinvestment is effected within 60 days after such repurchase
or redemption, and the privilege has not been used more than once in the prior
12 months. Shares are sold to a reinvesting shareholder at the next determined
net asset value following timely receipt of a written purchase order by the
Principal Underwriter or by the Fund (or by the Fund's Transfer Agent). To the
extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired
within the period beginning 30 days before and ending 30 days after the date of
the redemption) some or all of the loss generally will not be allowed as a tax
deduction. Shareholders should consult their tax advisers concerning the tax
consequences of reinvestments.
TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:
--Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;
--Individual Retirement Account Plans for individuals and their non-
employed spouses; and
--403(b) Retirement Plans for employees of public school systems, hospitals,
colleges and other non-profit organizations meeting certain requirements
of the Code.
Detailed information concerning these plans, including certain exceptions to
minimum investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
Federal income tax consequences of establishing a plan. Under all plans,
dividends and distributions will be automatically reinvested in additional
shares.
DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------
The Fund's present policy is to pay quarterly dividends from the net investment
income allocated to the Fund by the Portfolio, less the Fund's direct and
allocated expenses, and to distribute at least annually any net realized capital
gains. A portion of distributions from net investment income may be eligible for
the dividends-received deduction for corporations. The Fund's distributions from
its net investment income, net short-term capital gains and certain net foreign
exchange gains will be taxable to shareholders as ordinary income, whether
received in cash or reinvested in additional shares. The Fund's distributions
from its net long-term capital gains are taxable to shareholders as such,
whether received in cash or reinvested in additional shares and regardless of
the length of time shares have been owned by shareholders. If shares are
purchased shortly before the record date of a distribution, the shareholder will
pay the full price for the shares and then receive some portion of the price
back as a taxable distribution. 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.
The Fund will provide its shareholders annually with tax information notices
and Forms 1099 to assist in the preparation of their Federal and state tax
returns for the prior calendar year's distributions, proceeds from the
redemption or exchange of Fund shares, and Federal income tax (if any) withheld
by the Fund's Transfer Agent.
The Fund intends to qualify as a regulated investment company under the
Code, and to satisfy all requirements necessary to be relieved of Federal taxes
on income and gains it distributes to shareholders. In satisfying these
requirements, the Fund will treat itself as owning its proportionate share of
each of the Portfolio's assets and as entitled to the income of the Portfolio
properly attributable to such share.
- --------------------------------------------------------------------------------
AS A REGULATED INVESTMENT COMPANY UNDER THE CODE, THE FUND DOES NOT PAY FEDERAL
INCOME OR EXCISE TAXES TO THE EXTENT THAT IT DISTRIBUTES TO SHAREHOLDERS ITS NET
INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS IN ACCORDANCE WITH THE TIMING
REQUIREMENTS IMPOSED BY THE CODE. AS A PARTNERSHIP UNDER THE CODE, THE PORTFOLIO
DOES NOT PAY FEDERAL INCOME OR EXCISE TAXES.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------
FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (net asset value) for specified periods ending with the most recent
calendar quarter, assuming reinvestment of all distributions. The average annual
total return calculation assumes a complete redemption of the investment and the
deduction of any applicable contingent deferred sales charge at the end of the
period. The Fund may also publish annual and cumulative total return figures
from time to time.
Performance figures published by the Fund which do not include the effect of
any applicable contingent deferred sales charge would be reduced if it were
included.
Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any prior period
should not be considered as a representation of what an investment may earn or
what the Fund's total return may be in any future period. If the expenses
related to the operation of the Fund or the Portfolio are allocated to Eaton
Vance, the Fund's performance will be higher.
<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV CLASSIC
INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Bosotn, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
EV CLASSIC INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
LOGO C-IFP
EV CLASSIC
INVESTORS
FUND
PROSPECTUS
JUNE 1, 1995
<PAGE>
Part A
Information Required in a Prospectus
EV MARATHON INVESTORS FUND
EV MARATHON INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO PROVIDE
CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS ASSETS IN
INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY
HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER THAN BY DIRECTLY
INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH HISTORICALLY
STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE INVESTORS TRUST
(THE "TRUST").
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other insured depository institution, and are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. Shares of the Fund involve
investment risks, including fluctuations in value and the possible loss of some
or all of the principal investment.
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated June 1, 1995 for the Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge from the Fund's principal underwriter, Eaton Vance
Distributors, Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA
02110 (telephone (800) 225-6265). The Portfolio's investment adviser is Boston
Management and Research (the "Investment Adviser"), a wholly-owned subsidiary of
Eaton Vance Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <S> <C>
Shareholder and Fund Expenses ..................... 2 How to Buy Fund Shares ........................ 11
The Fund's Financial Highlights ................... 3 How to Redeem Fund Shares ..................... 12
The Fund's Investment Objectives .................. 4 Reports to Shareholders .........................14
How the Fund and the Portfolio Invest The Lifetime Investing Account/
their Assets .................................... 4 Distribution Options ........................ 14
Organization of the Fund and the Portfolio ........ 5 The Eaton Vance Exchange Privilege ............ 16
Management of the Fund and the Portfolio .......... 8 Eaton Vance Shareholder Services .............. 17
Distribution Plan ................................. 9 Distributions and Taxes ....................... 18
Valuing Fund Shares ............................... 10 Performance Information ....................... 19
- ------------------------------------------------------------------------------------------------------------
PROSPECTUS DATED JUNE 1, 1995
</TABLE>
<PAGE>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges
Imposed on Redemptions During the First Seven Years
(as a percentage of redemption proceeds exclusive of all
reinvestments and capital appreciation in the account) 5.00%-0%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 0.800
Other Expenses 1.035
----
Total Operating Expenses 2.46%
====
<TABLE>
<CAPTION>
EXAMPLES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following contingent deferred sales
charge and expenses on a $1,000 investment, assuming (a) 5% annual
return and (b) redemption at the end of each time period: $74 $115 $149 $275
An investor would pay the following expenses on the same investment,
assuming (a) 5% annual return and (b) no redemptions: $24 $75 $129 $275
</TABLE>
Notes:
The tables and Examples summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its expenses for the most recent fiscal year, except
for Service Fees, which are estimated to be 0.05% in the current fiscal year.
The Fund invests exclusively in the Portfolio. The Trustees believe that,
over time, the aggregate per share expenses of the Fund and the Portfolio should
be approximately equal to, or less than, the per share expenses the Fund would
incur if the Fund were instead to retain the services of an investment adviser
and its assets were invested directly in the types of securities being held by
the Portfolio.
The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Examples to assume a 5% annual return, but actual annual
return will vary. For further information regarding the expenses of both the
Fund and the Portfolio see "Organization of the Fund and the Portfolio" and "How
to Redeem Fund Shares." A long-term shareholder in the Fund paying Rule 12b-1
Distribution Fees may pay more than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the National Association of
Securities Dealers, Inc.
No contingent deferred sales charge is imposed on (a) shares purchased more
than six years prior to redemption, (b) shares acquired through the reinvestment
of distributions or (c) any appreciation in value of other shares in the
account, and no such charge is imposed on exchanges of Fund shares for shares of
one or more other funds listed under "The Eaton Vance Exchange Privilege." See
"How to Redeem Fund Shares."
Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and additional such companies may do so in the
future. See "Organization of the Fund and the Portfolio".
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been so included in reliance upon the report of Coopers & Lybrand
L.L.P., independent accountants, as experts in accounting and auditing, which
report is contained in the Statement of Additional Information. Further
information regarding the performance of the Fund is contained in the Fund's
annual report to shareholders which may be obtained without charge by contacting
the Principal Underwriter.
- --------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------
1995 1994*
------- -------
NET ASSET VALUE -- Beginning of period ............. $10.390 $ 10.000
------- --------
Income (loss) from investment operations:
Net investment income .......................... $ 0.286 $ 0.025
Net realized and unrealized gain
(loss) on investments ......................... (0.861) 0.365
------- --------
Total income (loss) from investment
operations .... (0.575) $ 0.390
------- --------
Less distributions:
From net investment income ..................... (0.274) --
From realized gain on investments .............. (0.001) --
------- --------
Total distributions .......................... (0.275) --
NET ASSET VALUE -- End of period ................... $ 9.540 $ 10.390
======= ========
TOTAL RETURN(1) .................................... (5.54)% 3.9%
RATIOS/SUPPLEMENTAL DATA
(to average daily net assets)**:
Expenses(2) ...................................... 2.41% 1.04%+
Net investment income ............................ 2.47% 2.49%+
NET ASSETS, END OF PERIOD (000's omitted) .......... $14,508 $ 2,487
*For the period from the start of business, November 2, 1993, to January 31,
1994.
**The expenses related to the operation of the Fund reflect an assumption of
expenses by the Investment Adviser. Had such action not been taken, the ratios
would have been as follows:
RATIOS (to average daily net assets)
Expenses(2) .................................... -- 2.29%+
Net investment income .......................... -- 1.24%+
(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. Dividends and distributions, if any, are assumed to be reinvested at
the net asset value on the record date.
(2)Includes the Fund's share of Investors Portfolio's allocated expenses.
+Computed on an annualized basis.
Note: Certain of the per share amounts have been computed using average shares
outstanding.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
The investment objectives of EV MARATHON INVESTORS FUND are to provide current
income and long-term growth of capital. The Fund currently seeks to meet its
investment objectives by investing its assets in Investors Portfolio, a separate
registered investment company which has the same investment objectives and
policies as the Fund and whose management will place emphasis on equity
securities considered to be of high or improving quality. Investments will also
be made in fixed-income securities such as preferred stocks, bonds, debentures,
notes or money market instruments in order to maintain a reasonable level of
current income, preserve capital or create a buying reserve. The investment
objectives of the Fund may be changed by the Trustees without a vote of
shareholders; as a matter of policy, the Trustees would not materially change
the investment objectives of the Fund without shareholder approval.
HOW THE FUND AND THE PORTFOLIO INVEST THEIR ASSETS
- --------------------------------------------------------------------------------
THE FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVES BY INVESTING EITHER DIRECTLY
OR INDIRECTLY THROUGH ANOTHER OPEN-END MANAGEMENT INVESTMENT COMPANY WHICH
INTENDS TO INVEST IN BOTH EQUITY AND DEBT SECURITIES. IT IS THE PORTFOLIO'S
CURRENT POLICY THAT INVESTMENTS IN EQUITY SECURITIES WILL GENERALLY NOT EXCEED
75% NOR BE LESS THAN 25% OF THE PORTFOLIO'S NET ASSETS. The policy of the
Portfolio is to invest in a broadly diversified list of seasoned securities
representing a number of different industries. It is the policy of the Portfolio
not to concentrate its investments in any particular industry or group of
industries. Electric utility companies, gas utility companies, natural gas
producing companies, transmission companies, telephone companies and water works
companies will for the purpose of this policy be considered separate industries.
The Portfolio may not invest more than 25% of the value of its total assets at
the time of acquisition in any one industry, with public utility companies, as
segregated above, being considered separate industries. The policies set forth
in this paragraph are fundamental policies of both the Fund and the Portfolio
and may not be changed unless authorized by a vote of the shareholders of the
Fund or the investors in the Portfolio, as the case may be.
The Portfolio may invest in various kinds and types of debt securities from
time to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations and various other mortgage-backed
securities, and other types of asset-backed obligations and collateralized
securities. The Portfolio may also invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less of
its assets.
The Portfolio may invest in securities issued by foreign companies
(including American Depository Receipts and Global Depository Receipts). Such
investments may be subject to various risks such as fluctuations in currency and
exchange rates, foreign taxes, social, political and economic conditions in the
countries in which such companies operate, and changes in governmental, economic
or monetary policies both here and abroad. There may be less publicly available
information about a foreign company than about a comparable domestic company.
Since the securities markets in many foreign countries are not as developed as
those in the United States, the securities of many foreign companies are less
liquid and their prices are more volatile than securities of comparable domestic
companies. In order to hedge against possible variations in foreign exchange
rates pending the settlement of foreign securities transactions, the Portfolio
may buy or sell foreign currencies or may enter into forward foreign currency
exchange contracts to purchase or sell a specified currency at a specified price
and future date. As of April 28, 1995, the Portfolio had 5.48% of its net assets
invested in securities issued by foreign companies.
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, which may exceed the Portfolio's initial
investment in these contracts. Futures contracts involve transaction costs. To
the extent that the Portfolio enters into futures contracts and options thereon
traded on an exchange regulated by the Commodity Futures Trading Commission, in
each case that are not for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums required to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the liquidation value of the Portfolio's portfolio, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There can be no assurance that the Investment Adviser's use of
stock index futures will be advantageous to the Portfolio.
An investment in the Fund entails the risk that the principal value of Fund
shares and the income earned thereon may not increase or may decline. The
Portfolio's investments in equity securities are subject to the risk of adverse
developments affecting particular companies or industries and the stock market
generally. Investments in bonds are subject to the risk that the issuer may
default on its obligations to pay principal and interest. The value of bonds
tends to increase during periods of falling interest rates and to decline during
periods of rising interest rates. By investing in a diversified portfolio of
securities, the Portfolio seeks both to reduce the risks ordinarily inherent in
holding one security or securities of a single issuer and to improve the
prospects for possible growth by investing in a substantial number of prudently
selected securities. Attainment of the Portfolio's objectives cannot, of course,
be assured since its asset value fluctuates with changes in the market value of
its investments and dividends paid depend upon income received by the Portfolio.
The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder or
an investor vote, respectively. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objectives and policies
of the Fund and the Portfolio are not fundamental policies and accordingly may
be changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the Fund's shareholders or the investors in the Portfolio, as the
case may be. If any changes were made in the Fund's investment objectives, the
Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder of
the Fund.
- --------------------------------------------------------------------------------
THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM, AND PROSPECTIVE
INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES AND OTHER INVESTMENTS WHEN
CONSIDERING THE PURCHASE OF FUND SHARES. THE FUND CANNOT ELIMINATE RISK OR
ASSURE ACHIEVEMENT OF ITS OBJECTIVES.
- --------------------------------------------------------------------------------
ORGANIZATION OF THE FUND AND THE PORTFOLIO
- --------------------------------------------------------------------------------
The Fund is a diversified series of Eaton Vance Investors Trust, a business
trust established under Massachusetts law pursuant to a Declaration of Trust
dated May 25, 1989, as amended and restated. The Trust is the successor to a
Massachusetts corporation which commenced its investment company operations in
1932. The Trust is a mutual fund -- an open-end management investment company.
THE TRUSTEES OF THE TRUST ARE RESPONSIBLE FOR THE OVERALL MANAGEMENT AND
SUPERVISION OF ITS AFFAIRS. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series and because
the Trust can offer separate series (such as the Fund) it is known as a "series
company." Each share represents an equal proportionate beneficial interest in
the Fund. When issued and outstanding, the shares are fully paid and
nonassessable by the Trust and redeemable as described under "How to Redeem Fund
Shares." Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive or
conversion rights and are freely transferable. In the event of the liquidation
of the Fund, shareholders are entitled to share pro rata in the net assets of
the Fund available for distribution to shareholders.
THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW
YORK AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable Federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations. Accordingly, the Trustees of the Trust
believe that neither the Fund nor its shareholders will be adversely affected by
reason of the Fund investing in the Portfolio.
SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objectives by investing its assets in an interest in the Portfolio
(although the Fund may temporarily hold a de minimis amount of cash), which is a
separate investment company with identical investment objectives. Therefore, the
Fund's interest in the securities owned by the Portfolio is indirect. In
addition to selling an interest to the Fund, the Portfolio may sell interests to
other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in the Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares at
the same public offering price as the Fund due to variations in sales
commissions and other operating expenses. Therefore, investors in the Fund
should be aware that these differences may result in differences in returns
experienced by investors in the various funds that invest in the Portfolio. Such
differences in returns are also present in other mutual fund structures,
including funds that have multiple classes of shares. For information regarding
the investment objectives, policies and restrictions, see "The Fund's Investment
Objectives" and "How the Fund and the Portfolio Invest their Assets". Further
information regarding investment practices may be found in the Statement of
Additional Information.
The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for substantial growth in the assets of the
Portfolio, and affords the potential for economies of scale for the Fund, at
least when the assets of the Portfolio exceed $300 million.
The Fund may withdraw (completely redeem) all its assets from the Portfolio
at any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objectives and the
nonfundamental investment policies of the Fund and the Portfolio may be changed
by the Trustees of the Trust and the Portfolio without obtaining the approval of
the shareholders of the Fund or the investors in the Portfolio, as the case may
be. Any such change of the investment objectives will be preceded by thirty
days' advance written notice to the shareholders of the Fund or the investors in
the Portfolio, as the case may be. If a shareholder redeems shares because of a
change in the nonfundamental objectives or policies of the Fund, those shares
may be subject to a contingent deferred sales charge, as described in "How to
Redeem Fund Shares". In the event the Fund withdraws all of its assets from the
Portfolio, or the Board of Trustees of the Trust determines that the investment
objectives of the Portfolio are no longer consistent with the investment
objectives of the Fund, such Trustees would consider what action might be taken,
including investing the assets of the Fund in another pooled investment entity
or retaining an investment adviser to manage the Fund's assets in accordance
with its investment objectives. The Fund's investment performance may be
affected by a withdrawal of all its assets from the Portfolio.
Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc.
(the "Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110,
(617) 482-8260. Smaller investors in the Portfolio may be adversely affected by
the actions of larger investors in the Portfolio. For example, if a large
investor withdraws from the Portfolio, the remaining investors may experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, the Portfolio may become less diverse, resulting in increased
portfolio risk, and experience decreasing economies of scale. However, this
possibility exists as well for historically structured funds which have large or
institutional investors.
Until recently, the Administrator sponsored and advised historically
structured funds. Funds which invest all their assets in interests in a separate
investment company are a relatively new development in the mutual fund industry
and, therefore, the Fund may be subject to additional regulations than
historically structured funds.
The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for Federal income tax purposes. See
"Distributions and Taxes" for further information. Whenever the Fund as an
investor in the Portfolio is requested to vote on matters pertaining to the
Portfolio (other than the termination of the Portfolio's business, which may be
determined by the Trustees of the Portfolio without investor approval), the Fund
will hold a meeting of Fund shareholders and will vote its interest in the
Portfolio for or against such matters proportionately to the instructions to
vote for or against such matters received from Fund shareholders. The Fund shall
vote shares for which it receives no voting instructions in the same proportion
as the shares for which it receives voting instructions. Other investors in the
Portfolio may alone or collectively acquire sufficient voting interests in the
Portfolio to control matters relating to the operation of the Portfolio, which
may require the Fund to withdraw its investment in the Portfolio or take other
appropriate action. Any such withdrawal could result in a distribution "in kind"
of portfolio securities (as opposed to a cash distribution from the Portfolio).
If securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.
The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust, and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.
MANAGEMENT OF THE FUND AND THE PORTFOLIO
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THE PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT ADVISER.
EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931.
Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. 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 January 31, 1995, the Portfolio paid BMR
advisory fees equivalent to 0.625% of the Portfolio's average daily net assets
for such year.
BMR furnishes for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Portfolio. BMR also places the portfolio transactions of the Portfolio with many
broker-dealer firms and uses its best efforts to obtain execution of such
transactions at prices which are advantageous to the Portfolio and at reasonably
competitive commission rates. Subject to the foregoing, BMR may consider sales
of shares of the Fund or of other investment companies sponsored by BMR or Eaton
Vance as a factor in the selection of broker-dealer firms to execute portfolio
transactions.
Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio
since it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.
BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $15 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly held holding company. Eaton Vance Corp., through its
subsidiaries and affiliates, engages in investment management and marketing
activities, fiduciary and banking services, oil and gas operations, real estate
investment, consulting and management, and development of precious metals
properties.
The Trust has retained the services of Eaton Vance to act as Administrator
of the Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objectives of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives no
compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.
The Portfolio and the Fund, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
BMR under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by EVD under the distribution agreement.
DISTRIBUTION PLAN
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THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
Rule 12b-1 permits a mutual fund, such as the Fund, to finance distribution
activities and bear expenses associated with the distribution of its shares
provided that any payments made by the Fund are made pursuant to a written plan
adopted in accordance with the Rule. The Plan is subject to, and complies with,
the sales charge rule of the National Association of Securities Dealers, Inc.
(the "NASD Rule"). The Plan is described further in the Statement of Additional
Information, and the following is a description of the salient features of the
Plan. The Plan provides that the Fund, subject to the NASD Rule, will pay sales
commissions and distribution fees to the Principal Underwriter only after and as
a result of the sale of shares of the Fund. On each sale of Fund shares
(excluding reinvestment of distributions) the Fund will pay the Principal
Underwriter amounts representing (i) sales commissions equal to 5% of the amount
received by the Fund for each share sold and (ii) distribution fees calculated
by applying the rate of 1% over the prime rate then reported in The Wall Street
Journal to the outstanding balance of Uncovered Distribution Charges (as
described below) of the Principal Underwriter. The Principal Underwriter
currently expects to pay sales commissions (except on exchange transactions and
reinvestments) to a financial service firm (an "Authorized Firm") at the time of
sale equal to 4% of the purchase price of the shares sold by such Firm. The
Principal Underwriter will use its own funds (which may be borrowed from banks)
to pay such commissions. Because the payment of the sales commissions and
distribution fees to the Principal Underwriter is subject to the NASD Rule
described below, it will take the Principal Underwriter a number of years to
recoup the sales commissions paid by it to Authorized Firms from the payments
received by it from the Fund pursuant to the Plan.
THE NASD RULE REQUIRES THE FUND TO LIMIT ITS ANNUAL PAYMENTS OF SALES
COMMISSIONS AND DISTRIBUTION FEES TO THE PRINCIPAL UNDERWRITER TO AN AMOUNT NOT
EXCEEDING .75% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
Under its Plan, the Fund accrues daily an amount at the rate of 1/365 of .75% of
the Fund's net assets, and pays such accrued amounts monthly to the Principal
Underwriter. The Plan requires such accruals to be automatically discontinued
during any period in which there are no outstanding Uncovered Distribution
Charges under the Plan. Uncovered Distribution Charges are calculated daily and,
briefly, are equivalent to all unpaid sales commissions and distribution fees to
which the Principal Underwriter is entitled under the Plan less all contingent
deferred sales charges theretofore paid to the Principal Underwriter. The Eaton
Vance organization may be considered to have realized a profit under the Plan if
at any point in time the aggregate amounts of all payments received by the
Principal Underwriter from the Fund pursuant to the Plan, including any
contingent deferred sales charges, have exceeded the total expenses theretofore
incurred by such organization in distributing shares of the Fund. Total expenses
for this purpose will include an allocable portion of the overhead costs of such
organization and its branch offices.
Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid to the Principal Underwriter during any fiscal year, a
high level of sales of Fund shares during the initial years of the Fund's
operations would cause a large portion of the sales commission attributable to a
sale of Fund shares to be accrued and paid by the Fund to the Principal
Underwriter in fiscal years subsequent to the year in which such shares were
sold. This spreading of sales commissions payments under the Plan over an
extended period would result in the incurrence and payment of increased
distribution fees under the Plan. For the fiscal year ended January 31, 1995,
the Fund paid sales commissions under the Plan equivalent to .75% of the Fund's
average daily net assets for such year. As at January 31, 1995, the outstanding
Uncovered Distribution Charges of the Principal Underwriter calculated under the
Plan amounted to approximately $603,844 (equivalent to 4.2% of the Fund's net
assets on such day).
THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR. The
Trustees of the Trust have initially implemented this provision of the Plan by
authorizing the Fund to make quarterly payments of service fees to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of the
Fund's average daily net assets for any fiscal year based on the value of Fund
shares sold by such persons and remaining outstanding for at least twelve
months. As permitted by the NASD Rule, such payments are made for personal
services and/or the maintenance of shareholder accounts. Service fees are
separate and distinct from the sales commissions and distribution fees payable
by the Fund to the Principal Underwriter, and as such are not subject to
automatic discontinuance when there are no outstanding Uncovered Distribution
Charges of the Principal Underwriter. For the fiscal year ended January 31,
1995, the Fund did not pay or accrue any service fees under the Plan. The Fund
began accruing for its service fee payments during the quarter ending June 30,
1995.
The Principal Underwriter may, from time to time, at its own expense,
provide additional incentives to Authorized Firms which employ registered
representatives who sell a minimum dollar amount of the Fund's shares and/or
shares of other funds distributed by the Principal Underwriter. In some
instances, such additional incentives may be offered only to certain Authorized
Firms whose representatives are expected to sell significant amounts of shares.
In addition, the Principal Underwriter may from time to time increase or
decrease the sales commissions payable to Authorized Firms.
The Fund may, in its absolute discretion, suspend, discontinue or limit the
offering of its shares at any time. In determining whether any such action
should be taken, the Fund's management intends to consider all relevant factors,
including without limitation the size of the Fund, the investment climate and
market conditions, the volume of sales and redemptions of Fund shares, and the
amount of Uncovered Distribution Charges of the Principal Underwriter. The Plan
may continue in effect and payments may be made under the Plan following any
such suspension, discontinuance or limitation of the offering of Fund shares;
however, the Fund is not contractually obligated to continue the Plan for any
particular period of time. Suspension of the offering of Fund shares would not,
of course, affect a shareholder's ability to redeem shares.
VALUING FUND SHARES
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THE FUND VALUES ITS SHARES ONCE ON EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m., New York time). The Fund's net asset value per
share is determined by its custodian, Investors Bank & Trust Company ("IBT"),
(as agent for the Fund) in the manner authorized by the Trustees of the Trust.
Net asset value is computed by dividing the value of the Fund's total assets,
less its liabilities, by the number of shares outstanding. Because the Fund
invests its assets in an interest in the Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities).
Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter, which
is a wholly-owned subsidiary of Eaton Vance.
The Portfolio's net asset value is also determined as of the close of
regular trading on the Exchange by IBT (as custodian and agent for the
Portfolio), in the manner authorized by the Trustees of the Portfolio. Net asset
value is computed by subtracting the liabilities of the Portfolio from the value
of its total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at the closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information. Eaton Vance Corp. owns
77.3% of the outstanding stock of IBT, the Fund's and the Portfolio's custodian.
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SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY MULTIPLYING THE
NUMBER OF FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE PER SHARE.
- --------------------------------------------------------------------------------
HOW TO BUY FUND SHARES
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SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the net asset value per share of the Fund next determined after an order is
effective. The Fund may suspend the offering of shares at any time and may
refuse any order for the purchase of shares.
An initial investment in the Fund must be at least $1,000. Once an account
has been established the investor may send investments of $50 or more at any
time directly to the Fund's Transfer Agent (the "Transfer Agent") as follows:
The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104.
The $1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services."
In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is $1,000
or more, the Fund may accept initial investments of less than $1,000 on the part
of an individual participant. In the event a shareholder who is a participant of
such a plan terminates participation in the plan, his or her shares will be
transferred to a regular individual account. However, such account will be
subject to the right of redemption by the Fund as described under "How to Redeem
Fund Shares."
ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares at their net asset value as determined above. The minimum value of
securities (or securities and cash) accepted for deposit is $5,000. Securities
accepted will be sold by IBT as agent for the account of their owner on the day
of their receipt by IBT or as soon thereafter as possible. The number of Fund
shares to be issued in exchange for securities will be the aggregate proceeds
from the sale of such securities, divided by the applicable net asset value per
Fund share on the day such proceeds are received. Eaton Vance will use
reasonable efforts to obtain the then current market price for such securities
but does not guarantee the best available price. Eaton Vance will absorb any
transaction costs, such as commissions, on the sale of the securities.
Securities determined to be acceptable should be transferred via book entry
or physically delivered, in proper form for transfer, through an Authorized
Firm, together with a completed and signed Letter of Transmittal in approved
form (available from Authorized Firms), as follows:
IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Investors Fund
IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Marathon Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111
Investors who are contemplating an exchange of securities for shares of the
Fund, or their representatives, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities to IBT. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
Fund shares may create a taxable gain or loss. Each investor should consult his
or her tax adviser with respect to the particular Federal, state and local tax
consequences of exchanging securities for Fund shares.
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IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
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HOW TO REDEEM FUND SHARES
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A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE SHAREHOLDER SERVICES
GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business hours
a written request for redemption in good order plus any share certificates with
executed stock powers. The redemption price will be based on the net asset value
per Fund share next computed after such delivery. Good order means that all
relevant documents must be endorsed by the record owner (s) exactly as the
shares are registered and the signature(s) must be guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to The Shareholder
Services Group, Inc. In addition, in some cases, good order may require the
furnishing of additional documents such as where shares are registered in the
name of a corporation, partnership or fiduciary.
Within seven days after receipt of a redemption request in good order by The
Shareholder Services Group, Inc., the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the amount
of any applicable contingent deferred sales charges (described below) and any
Federal income tax required to be withheld. Although the Fund normally expects
to make payment in cash for redeemed shares, the Trust, subject to compliance
with applicable regulations, has reserved the right to pay the redemption price
of shares of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio. The
securities so distributed would be valued pursuant to the Portfolio's valuation
procedures. If a shareholder received a distribution in kind, the shareholder
could incur brokerage or other charges in converting the securities to cash.
To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
EVD. Throughout this Prospectus, the word "redemption" is generally meant to
include a repurchase.
If shares were recently purchased, the proceeds of a redemption (or
repurchase) will not be sent until the check (including a certified or cashier's
check) received for the shares purchased has cleared. Payment for shares
tendered for redemption may be delayed up to 15 days from the purchase date when
the purchase check has not yet cleared. Redemptions or repurchases may result in
a taxable gain or loss.
Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem Fund accounts with balances of less than $1,000. Prior to such a
redemption, shareholders will be given 60 days' written notice to make
additional purchases. Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. No
contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.
CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first six years of
their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge.
This contingent deferred sales charge is imposed on any redemption the amount of
which exceeds the aggregate value at the time of redemption of (a) all shares in
the account purchased more than six years prior to the redemption, (b) all
shares in the account acquired through reinvestment of distributions, and (c)
the increase, if any, of value of all other shares in the account (namely those
purchased within the six years preceding the redemption) over the purchase price
of such shares. Redemptions are processed in a manner to maximize the amount of
redemption proceeds which will not be subject to a contingent deferred sales
charge. That is, each redemption will be assumed to have been made first from
the exempt amounts referred to in clauses (a), (b) and (c) above, and second
through liquidation of those shares in the account referred to in clause (c) on
a first-in-first-out basis. Any contingent deferred sales charge which is
required to be imposed on share redemptions will be made in accordance with the
following schedule:
YEAR OF CONTINGENT
REDEMPTION DEFERRED SALES
AFTER PURCHASE CHARGE
-------------- --------------
First ...................................... 5%
Second ..................................... 5%
Third ...................................... 4%
Fourth ..................................... 3%
Fifth ...................................... 2%
Sixth ...................................... 1%
Seventh and following ...................... 0%
For shares purchased prior to August 1, 1994, the contingent deferred sales
charge for redemptions within the first year after purchase is 6%. In
calculating the contingent deferred sales charge upon the redemption of Fund
shares acquired in an exchange for shares of a fund currently listed under "The
Eaton Vance Exchange Privilege", the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase of
Fund shares acquired in the exchange is deemed to have occurred at the time of
the original purchase of the exchanged shares. The contingent deferred sales
charge will be waived for shares redeemed (1) pursuant to a Withdrawal Plan (see
"Eaton Vance Shareholders Services"), (2) as part of a required distribution
from a tax-sheltered retirement plan, or (3) following the death of all
beneficial owners of such shares, provided the redemption is requested within
one year of death (a death certificate and other applicable documents may be
required).
No contingent deferred sales charge will be imposed on Fund shares which
have been sold to Eaton Vance or its affiliates, or to their respective
employees or clients. The contingent deferred sales charge will be paid to the
Principal Underwriter or the Fund.
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THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT DEFERRED SALES
CHARGE. ASSUME THAT AN INVESTOR PURCHASES $10,000 OF THE FUND'S SHARES AND THAT
16 MONTHS LATER THE VALUE OF THE ACCOUNT HAS GROWN THROUGH INVESTMENT
PERFORMANCE AND REINVESTMENT OF DISTRIBUTIONS TO $12,000. THE INVESTOR THEN MAY
REDEEM UP TO $2,000 OF SHARES WITHOUT INCURRING A CONTINGENT DEFERRED SALES
CHARGE. IF THE INVESTOR SHOULD REDEEM $3,000 OF SHARES, A CONTINGENT DEFERRED
SALES CHARGE WOULD BE IMPOSED ON $1,000 OF THE REDEMPTION. THE RATE WOULD BE 5%
BECAUSE THE REDEMPTION WAS MADE IN THE SECOND YEAR AFTER THE PURCHASE WAS MADE
AND THE CHARGE WOULD BE $50.
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REPORTS TO SHAREHOLDERS
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THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
calendar year, the Fund will furnish all shareholders with information necessary
for preparing Federal and state tax returns.
THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
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AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, THE SHAREHOLDER SERVICES GROUP, INC., WILL SET UP A LIFETIME INVESTING
ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a complete
record of all transactions between the investor and the Fund which at all times
shows the balance of shares owned. The Fund will not issue share certificates
except upon request.
Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the transaction
and the current balance in the account. (Under certain investment plans,
statements may be sent only quarterly). THE LIFETIME INVESTING ACCOUNT ALSO
PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A
CHECK FOR $50 OR MORE to The Shareholder Services Group, Inc.
Any questions concerning a shareholder's account or services available may
be directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to The Shareholder Services Group, Inc., BOS725, P.O.
Box 1559, Boston, MA 02104 (please provide the name of the shareholder, the Fund
and the account number).
THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME
INVESTING ACCOUNTS and may be changed as often as desired by written notice to
the Fund's dividend disbursing agent, The Shareholder Services Group, Inc.,
BOS725, P.O. Box 1559, Boston, MA 02104. The currently effective option will
appear on each confirmation statement.
Share Option -- Dividends and capital gains will be reinvested in additional
shares.
Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.
Cash Option -- Dividends and capital gains will be paid in cash.
The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under Federal income tax laws.
If the Income Option or Cash Option has been selected, dividend and/or
capital gains distribution checks which are returned by the United States Postal
Service as not deliverable or which remain uncashed for six months or more will
be reinvested in the account in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.
DISTRIBUTION INVESTMENT OPTION. In addition to the distribution options set
forth above, dividends and/or capital gains may be invested in additional shares
of another Eaton Vance fund. Before selecting this option, a shareholder should
obtain a prospectus of the other Eaton Vance fund and consider its objectives
and policies carefully.
"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the account,
or to obtain information about the account. The transfer of shares in a "street
name" account to an account with another dealer or to an account directly with a
Fund involves special procedures and will require the beneficial owner to obtain
historical purchase information about the shares in the account from the
Authorized Firm. Before establishing a "street name" account with an investment
firm, or transferring the account to another investment firm, an investor
wishing to reinvest distributions should determine whether the firm which will
hold the shares allows reinvestment of distributions in "street name" accounts.
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UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL INVESTMENTS
IN SHARES BY SENDING A CHECK FOR $50 OR MORE.
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THE EATON VANCE EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
Shares of the Fund currently may be exchanged for shares of one or more other
funds in the Eaton Vance Marathon Group of Funds (which includes Eaton Vance
Equity-Income Trust and any EV Marathon fund, except Eaton Vance Prime Rate
Reserves) or Eaton Vance Money Market Fund, which are distributed subject to a
contingent deferred sales charge, on the basis of the net asset value per share
of each fund at the time of the exchange, provided that such exchange offers are
available only in states where shares of the fund being acquired may be legally
sold.
Each exchange must involve shares which have a net asset value of at least
$1,000. The exchange privilege may be changed or discontinued without penalty.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege. The Fund does not permit the
exchange privilege to be used for "Market Timing" and may terminate the exchange
privilege for any shareholder account engaged in Market Timing activity. Any
shareholder account for which more than two round-trip exchanges are made within
any twelve month period will be deemed to be engaged in Market Timing.
Furthermore, a group of unrelated accounts for which exchanges are entered
contemporaneously by a financial intermediary will be considered to be engaged
in Market Timing.
The Shareholder Services Group, Inc. makes exchanges at the next determined
net asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult The Shareholder Services Group, Inc. for
additional information concerning the exchange privilege. Applications and
prospectuses of other funds are available from Authorized Firms or the Principal
Underwriter. The prospectus for each fund describes its investment objectives
and policies, and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon the redemption of shares
acquired in an exchange, the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase of
shares acquired in one or more exchanges is deemed to have occurred at the time
of the original purchase of the exchanged shares. For the contingent deferred
sales charge schedule applicable to the Eaton Vance Marathon Group of Funds
(except EV Marathon Strategic Income Fund and Class I shares of any EV Marathon
Limited Maturity Fund), see "How to Redeem Fund Shares". The contingent deferred
sales charge schedule applicable to EV Marathon Strategic Income Fund and Class
I shares of any EV Marathon Limited Maturity Fund is 3%, 2.5%, 2% or 1% in the
event of a redemption occurring in the first, second, third or fourth year,
respectively, after the original share purchase.
Shares of the other funds in the Eaton Vance Marathon Group of Funds and
shares of Eaton Vance Money Market Fund may be exchanged for Fund shares on the
basis of the net asset value per share of each fund at the time of the exchange,
but subject to any restrictions or qualifications set forth in the current
prospectus of any such fund.
Telephone exchanges are accepted by The Shareholder Services Group, Inc.,
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call The Shareholder Services Group, Inc.
at 800-262-1122 or, within Massachusetts, 617-573-9403, Monday through Friday,
9:00 a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone
exchange must be registered in the same name(s) and with the same address as the
shares being exchanged. Neither the Fund, the Principal Underwriter nor The
Shareholder Services Group, Inc. will be responsible for the authenticity of
exchange instructions received by telephone; provided that reasonable procedures
to confirm that instructions communicated are genuine have been followed.
Telephone instructions will be tape recorded. In times of drastic economic or
market changes, a telephone exchange may be difficult to implement. An exchange
may result in a taxable gain or loss.
EATON VANCE SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
THE FUND OFFERS THE FOLLOWING SERVICES, WHICH ARE VOLUNTARY, INVOLVE NO EXTRA
CHARGE, AND MAY BE CHANGED OR DISCONTINUED WITHOUT PENALTY AT ANY TIME. Full
information on each of the services described below and an application, where
required, are available from Authorized Firms or the Principal Underwriter. The
cost of administering such services for the benefit of shareholders who
participate in them is borne by the Fund as an expense to all shareholders.
INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Investors Fund may be mailed directly to The Shareholder Services
Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104 at any time -- whether or
not distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.
BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made automatically each month or quarter from the
shareholder's bank account. The $1,000 minimum initial investment and small
account redemption policy are waived for these accounts.
WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks in an aggregate amount that does not exceed annually
12% of the account balance at the time the plan is established. Such amount will
not be subject to a contingent deferred sales charge. See "How to Redeem Fund
Shares". A minimum deposit of $5,000 in shares is required.
REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST, WITH CREDIT FOR ANY CONTINGENT DEFERRED SALES CHARGES PAID ON THE
REPURCHASED OR REDEEMED SHARES, ANY PORTION OR ALL OF THE REPURCHASE OR
REDEMPTION PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO
ROUND OFF THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE FUND,
provided that the reinvestment is effected within 60 days after such repurchase
or redemption, and the privilege has not been used more than once in the prior
12 months. Shares are sold to a reinvesting shareholder at the next determined
net asset value following timely receipt of a written purchase order by the
Principal Underwriter or by the Fund (or by the Fund's Transfer Agent). To the
extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired
within the period beginning 30 days before and ending 30 days after the date of
the redemption), some or all of the loss generally will not be allowed as a tax
deduction. Shareholders should consult their tax advisers concerning the tax
consequences of reinvestments.
TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:
-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;
-- Individual Retirement Account Plans for individuals and their non-
employed spouses; and
-- 403(b) Retirement Plans for employees of public school systems,
hospitals, colleges and non-profit organizations meeting certain
requirements of the Internal Revenue Code of 1986, as amended (the
"Code").
Detailed information concerning these plans, including certain exceptions to
minimum investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
Federal income tax consequences of establishing a plan. Under all plans,
dividends and distributions will be automatically reinvested in additional
shares.
DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
The Fund's present policy is to pay quarterly dividends from the net investment
income allocated to the Fund by the Portfolio, less the Fund's direct and
allocated expenses, and to distribute at least annually any net realized capital
gains. A portion of distributions from net investment income may be eligible for
the dividends-received deduction for corporations. The Fund's distributions from
its net investment income, net short-term capital gains and certain net foreign
exchange gains will be taxable to shareholders as ordinary income, whether
received in cash or reinvested in additional shares. The Fund's distributions
from its net long-term capital gains are taxable to shareholders as such,
whether received in cash or reinvested in additional shares and regardless of
the length of time shares have been owned by shareholders. If shares are
purchased shortly before the record date of a distribution, the shareholder will
pay the full price for the shares and then receive some portion of the price
back as a taxable distribution. 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.
The Fund will provide its shareholders annually with tax information notices
and Forms 1099 to assist in the preparation of their Federal and state tax
returns for the prior calendar year's distributions, proceeds from the
redemption or exchange of Fund shares, and Federal income tax (if any) withheld
by the Fund's Transfer Agent.
The Fund intends to qualify as a regulated investment company under the Code
and to satisfy all requirements necessary to be relieved of Federal taxes on
income and gains it distributes to shareholders. In satisfying these
requirements, the Fund will treat itself as owning its proportionate share of
each of the Portfolio's assets and as entitled to the income of the Portfolio
properly attributable to such share.
- --------------------------------------------------------------------------------
AS A REGULATED INVESTMENT COMPANY UNDER THE CODE, THE FUND DOES NOT PAY FEDERAL
INCOME OR EXCISE TAXES TO THE EXTENT THAT IT DISTRIBUTES TO SHAREHOLDERS ITS NET
INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS IN ACCORDANCE WITH THE TIMING
REQUIREMENTS IMPOSED BY THE CODE. AS A PARTNERSHIP UNDER THE CODE, THE PORTFOLIO
DOES NOT PAY FEDERAL INCOME OR EXCISE TAXES.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (net asset value) for specified periods ending with the most recent
calendar quarter, assuming reinvestment of all distributions. The average annual
total return calculation assumes a complete redemption of the investment and the
deduction of any applicable contingent deferred sales charge at the end of the
period. The Fund may also publish annual and cumulative total return figures
from time to time.
The Fund may also publish total return figures which do not take into
account any contingent deferred sales charge which may be imposed upon
redemptions at the end of the specified period. Any performance figure which
does not take into account the contingent deferred sales charge would be reduced
to the extent such charge is imposed upon a redemption.
Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any prior period
should not be considered as a representation of what an investment may earn or
what the Fund's total return may be in any future period.
<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV MARATHON
INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS 725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
[LOGO]
EV MARATHON INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
M-IFP
EV MARATHON
INVESTORS
FUND
PROSPECTUS
JUNE 1, 1995
<PAGE>
Part A
Information Required in a Prospectus
EV TRADITIONAL INVESTORS FUND
EV TRADITIONAL INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO
PROVIDE CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS
ASSETS IN INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END
INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER
THAN BY DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS
WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE
INVESTORS TRUST (THE "TRUST").
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other insured depository institution, and are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. Shares of the Fund involve
investment risks, including fluctuations in value and the possible loss of some
or all of the principal investment.
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated June 1, 1995 for the Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge from the Fund's principal underwriter, Eaton Vance
Distributors, Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA
02110 (telephone (800) 225-6265). The Portfolio's investment adviser is Boston
Management and Research (the "Investment Adviser"), a wholly-owned subsidiary of
Eaton Vance Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C><S> <C>
Shareholder and Fund Expenses ..................... 2 How to Redeem Fund Shares ..................... 12
The Fund's Financial Highlights ................... 3 Reports to Shareholders ....................... 13
The Fund's Investment Objectives .................. 4 The Lifetime Investing Account/
How the Fund and the Portfolio Invest Distribution Options ........................ 13
their Assets .................................... 4 The Eaton Vance Exchange Privilege ............ 14
Organization of the Fund and the Portfolio ........ 5 Eaton Vance Shareholder Services .............. 15
Management of the Fund and the Portfolio .......... 8 Distributions and Taxes ....................... 17
Service Plan ...................................... 9 Performance Information ....................... 18
Valuing Fund Shares ............................... 9 Statement of Intention and Escrow
How to Buy Fund Shares ........................... 10 Agreement ................................... 18
- ------------------------------------------------------------------------------------------------------------
PROSPECTUS DATED JUNE 1, 1995
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Redemption Fees None
Fees to Exchange Shares None
Contingent Deferred Sales Charges (on purchases of $1 million or more) Imposed on
Redemptions During the First Eighteen Months (as a percentage of redemption proceeds
exclusive of all reinvestments and capital appreciation in the account) 1.00%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
Investment Adviser Fee 0.625%
Rule 12b-1 Fees (Service Plan) 0.061
Other Expenses 0.224
-----
Total Operating Expenses 0.91 %
=====
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses
(including maximum initial sales
charge) on a $1,000 investment, assuming (a) 5% annual
return and (b) redemption at the end of each time period: $56 $75 $95 $154
</TABLE>
Notes:
The tables and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its expenses for the most recent fiscal year.
The Fund invests exclusively in the Portfolio. The Trustees believe that,
over time, the aggregate per share expenses of the Fund and the Portfolio should
be approximately equal to, or less than, the per share expenses the Fund would
incur if the Fund were instead to retain the services of an investment adviser
and its assets were invested directly in the types of securities being held by
the Portfolio.
The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual annual
return will vary. For further information regarding the expenses of both the
Fund and the Portfolio see "Organization of the Fund and the Portfolio" and "How
to Redeem Fund Shares".
No sales charge is payable at the time of purchase on investments of $1
million or more. However, a contingent deferred sales charge of 1% will be
imposed on such investments in the event of certain redemptions within 18 months
of purchase. See "How to Buy Fund Shares," "How to Redeem Fund Shares" and
"Eaton Vance Shareholder Services."
Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and additional such companies may do so in the
future. See "Organization of the Fund and the Portfolio".
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Statement of Additional Information, all of
which have been so included in reliance upon the report of Coopers & Lybrand
L.L.P., independent accountants, as experts in accounting and auditing, which
report is contained in the Statement of Additional Information. The financial
highlights for each of the four years in the period ended January 31, 1989,
presented herein, were audited by other auditors whose report dated March 2,
1992, expressed an unqualified opinion on such financial highlights. Further
information regarding the performance of the Fund is contained in the Fund's
annual report to shareholders which may be obtained without charge by contacting
the Principal Underwriter.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
-----------------------------------------------------------------------------------------------------
1995 1994<F4> 1993 1992 1991 1990 1989<F5> 1988<F5> 1987<F5> 1986<F5>
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
beginning of year ....... $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940 $ 8.270 $ 8.890 $ 7.810
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment
income ................ $ 0.283 $ 0.217 $ 0.342 $ 0.364 $ 0.417 $ 0.427 $ 0.390 $ 0.357 $ 0.408 $ 0.509
Net realized and.
unrealized gain on
investments ........... (0.623) 0.833 0.318 0.736 0.103 0.303 0.500 (0.387) 0.952 0.941
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total income (loss)
from investment
operations .......... $ (0.340) $ 1.050 $ 0.660 $ 1.100 $ 0.520 $ 0.730 $ 0.890 $ (0.030) $ 1.360 $ 1.450
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
LESS DISTRIBUTIONS:
From net investment
income ................. $ (0.275) $ (0.307) $(0.360) $ (0.360) $ (0.430) $ (0.420) $ (0.370) $ (0.360) $(0.470) $(0.370)
In excess of net
investment income ...... -- (0.008) -- -- -- -- -- -- -- --
From realized gain
on investments ......... (0.145) (0.525) (0.410) (0.300) (0.198) (0.460) (0.130) (0.622) (1.195) --
From paid in capital -- -- -- -- (0.012) -- -- (0.318) (0.315) --
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total
distributions ....... $ (0.420) $ (0.840) $(0.770) $ (0.660) $ (0.640) $ (0.880) $ (0.500) $ (1.300) $(1.980) $(0.370)
======== ======== ======= ======== ======== ======== ======== ======== ======= =======
NET ASSET VALUE, end
of year ................. $ 6.840 $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940 $ 8.270 $ 8.890
======== ======== ======= ======== ======== ======== ======== ======== ======= =======
TOTAL RETURN<F1>.......... (4.45)% 15.13% 9.30% 16.26% 7.78% 10.27% 13.40% (0.39)% 18.17% 19.09%
RATIOS/SUPPLEMENTAL DATA
(to average daily
net assets):
Expenses<F2> ........... 0.91% 0.90% 0.89% 0.86% 0.89% 0.92% 0.93% 0.90% 0.86% 0.86%
Net investment
income ................ 4.05% 4.07% 4.62% 4.96% 5.99% 5.73% 5.54% 4.40% 4.96% 6.16%
PORTFOLIO TURNOVER<F3> ... -- 44% 32% 51% 66% 56% 53% 75% 89% 64%
NET ASSETS AT END OF YEAR
(000'S OMITTED) ........ $200,419 $227,402 $212,545 $210,197 $198,066 $204,030 $209,544 $209,820 $231,153 $225,256
<FN>
<F1>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. Dividends and distributions, if any, are assumed to be reinvested at the net asset value
on the record date.
<F2>Includes the Fund's share of Investors Portfolio's allocated expenses for the six months ended July 31, 1994 and for the period
from October 28, 1993, to January 31, 1994.
<F3>Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments directly in
securities. The portfolio turnover for the period since the Fund transferred its assets to the Portfolio is shown in the
Portfolio's financial statements which are included in the Fund's Statement of Additional Information.
<F4>As of February 1, 1994, the Fund discontinued the use of equalization accounting. (See "Notes to Financial Statements", which
are included in the Fund's Statement of Additional Information.)
+Audited by previous auditors.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
The investment objectives of EV TRADITIONAL INVESTORS FUND are to provide
current income and long-term growth of capital. The Fund currently seeks to meet
its investment objectives by investing its assets in Investors Portfolio, a
separate registered investment company which has the same investment objectives
and policies as the Fund and whose management will place emphasis on equity
securities considered to be of high or improving quality. Investments will also
be made in fixed-income securities such as preferred stocks, bonds, debentures,
notes or money market instruments in order to maintain a reasonable level of
current income, preserve capital or create a buying reserve. The investment
objectives of the Fund may be changed by the Trustees without a vote of
shareholders; as a matter of policy, the Trustees would not materially change
the investment objectives of the Fund without shareholder approval.
HOW THE FUND AND THE PORTFOLIO INVEST THEIR ASSETS
- --------------------------------------------------------------------------------
THE FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVES BY INVESTING EITHER DIRECTLY
OR INDIRECTLY THROUGH ANOTHER OPEN-END MANAGEMENT INVESTMENT COMPANY WHICH
INTENDS TO INVEST IN BOTH EQUITY AND DEBT SECURITIES. IT IS THE PORTFOLIO'S
CURRENT POLICY THAT INVESTMENTS IN EQUITY SECURITIES WILL GENERALLY NOT EXCEED
75% NOR BE LESS THAN 25% OF THE PORTFOLIO'S NET ASSETS. The policy of the
Portfolio is to invest in a broadly diversified list of seasoned securities
representing a number of different industries. It is the policy of the Portfolio
not to concentrate its investments in any particular industry or group of
industries. Electric utility companies, gas utility companies, natural gas
producing companies, transmission companies, telephone companies and water works
companies will for the purpose of this policy be considered separate industries.
The Portfolio may not invest more than 25% of the value of its total assets at
the time of acquisition in any one industry, with public utility companies, as
segregated above, being considered separate industries. The policies set forth
in this paragraph are fundamental policies of both the Fund and the Portfolio
and may not be changed unless authorized by a vote of the shareholders of the
Fund or the investors in the Portfolio, as the case may be.
The Portfolio may invest in various kinds and types of debt securities from
time to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations and various other mortgage-backed
securities, and other types of asset-backed obligations and collateralized
securities. The Portfolio may also invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less of
its assets.
The Portfolio may invest in securities issued by foreign companies
(including American Depository Receipts and Global Depository Receipts). Such
investments may be subject to various risks such as fluctuations in currency and
exchange rates, foreign taxes, social, political and economic conditions in the
countries in which such companies operate, and changes in governmental, economic
or monetary policies both here and abroad. There may be less publicly available
information about a foreign company than about a comparable domestic company.
Since the securities markets in many foreign countries are not as developed as
those in the United States, the securities of many foreign companies are less
liquid and their prices are more volatile than securities of comparable domestic
companies. In order to hedge against possible variations in foreign exchange
rates pending the settlement of foreign securities transactions, the Portfolio
may buy or sell foreign currencies or may enter into forward foreign currency
exchange contracts to purchase or sell a specified currency at a specified price
and future date. As of April 28, 1995, the Portfolio had 5.48% of its net assets
invested in securities issued by foreign companies.
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 depreciaton due to unanticipated adverse
changes in securities prices, which may exceed the Portfolio's initial
investment in these contracts. Futures contracts involve transaction costs. To
the extent that the Portfolio enters into futures contracts and optons thereon
traded on an exchange regulated by the Commodity Futures Trading Commission, in
each case that are not for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums requried to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the liquidation value of the Portfolio's portfolio, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There can be no assurance that the Investment Adviser's use of
stock index futures will be advantageous to the Portfolio.
An investment in the Fund entails the risk that the principal value of Fund
shares and the income earned thereon may not increase or may decline. The
Portfolio's investments in equity securities are subject to the risk of adverse
developments affecting particular companies or industries and the stock market
generally. Investments in bonds are subject to the risk that the issuer may
default on its obligations to pay principal and interest. The value of bonds
tends to increase during periods of falling interest rates and to decline during
periods of rising interest rates. By investing in a diversified portfolio of
securities, the Portfolio seeks both to reduce the risks ordinarily inherent in
holding one security or securities of a single issuer and to improve the
prospects for possible growth by investing in a substantial number of prudently
selected securities. Attainment of the Portfolio's objectives cannot, of course,
be assured since its asset value fluctuates with changes in the market value of
its investments and dividends paid depend upon income received by the Portfolio.
The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder or
an investor vote, respectively. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objectives and policies
of the Fund and the Portfolio are not fundamental policies and accordingly may
be changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the Fund's shareholders or the investors in the Portfolio, as the
case may be. If any changes were made in the Fund's investment objectives, the
Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder of
the Fund.
- --------------------------------------------------------------------------------
THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM, AND PROSPECTIVE
INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES AND OTHER INVESTMENTS WHEN
CONSIDERING THE PURCHASE OF FUND SHARES. THE FUND CANNOT ELIMINATE RISK OR
ASSURE ACHIEVEMENT OF ITS OBJECTIVES.
- --------------------------------------------------------------------------------
ORGANIZATION OF THE FUND AND THE PORTFOLIO
- --------------------------------------------------------------------------------
The Fund is a diversified series of Eaton Vance Investors Trust, a business
trust established under Massachusetts law pursuant to a Declaration of Trust
dated May 25, 1989, as amended and restated. The Trust is the successor to a
Massachusetts corporation which commenced its investment company operations in
1932. The Trust is a mutual fund -- an open-end management investment company.
THE TRUSTEES OF THE TRUST ARE RESPONSIBLE FOR THE OVERALL MANAGEMENT AND
SUPERVISION OF ITS AFFAIRS. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series and because
the Trust can offer separate series (such as the Fund) it is known as a "series
company." Each share represents an equal proportionate beneficial interest in
the Fund. When issued and outstanding, the shares are fully paid and
nonassessable by the Trust and redeemable as described under "How to Redeem Fund
Shares." Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive or
conversion rights and are freely transferable. In the event of the liquidation
of the Fund, shareholders are entitled to share pro rata in the net assets of
the Fund available for distribution to shareholders.
THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW
YORK AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable Federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations. Accordingly, the Trustees of the Trust
believe that neither the Fund nor its shareholders will be adversely affected by
reason of the Fund investing in the Portfolio.
SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objectives by investing its assets in an interest in the Portfolio
(although the Fund may temporarily hold a de minimis amount of cash), which is a
separate investment company with identical investment objectives. Therefore, the
Fund's interest in the securities owned by the Portfolio is indirect. In
addition to selling an interest to the Fund, the Portfolio may sell interests to
other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in the Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares at
the same public offering price as the Fund due to variations in sales
commissions and other operating expenses. Therefore, investors in the Fund
should be aware that these differences may result in differences in returns
experienced by investors in the various funds that invest in the Portfolio. Such
differences in returns are also present in other mutual fund structures,
including funds that have multiple classes of shares. For information regarding
the investment objectives, policies and restrictions, see "The Fund's Investment
Objectives" and "How the Fund and the Portfolio Invest their Assets". Further
information regarding investment practices may be found in the Statement of
Additional Information.
The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for substantial growth in the assets of the
Portfolio, and affords the potential for economies of scale for the Fund, at
least when the assets of the Portfolio exceed $300 million. The shareholders of
the Fund have previously approved the policy of investing the Fund's assets in
an interest in the Portfolio.
The Fund may withdraw (completely redeem) all its assets from the Portfolio
at any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objectives and the
nonfundamental investment policies of the Fund and the Portfolio may be changed
by the Trustees of the Trust and the Portfolio without obtaining the approval of
the shareholders of the Fund or the investors in the Portfolio, as the case may
be. Any such change of the investment objectives will be preceded by thirty
days' advance written notice to the shareholders of the Fund or the investors in
the Portfolio, as the case may be. In the event the Fund withdraws all of its
assets from the Portfolio, or the Board of Trustees of the Trust determines that
the investment objectives of the Portfolio are no longer consistent with the
investment objectives of the Fund, such Trustees would consider what action
might be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objectives. The Fund's investment performance
may be affected by a withdrawal of all its assets from the Portfolio.
Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc.
(the "Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110,
(617) 482-8260. Smaller investors in the Portfolio may be adversely affected by
the actions of larger investors in the Portfolio. For example, if a large
investor withdraws from the Portfolio, the remaining investors may experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, the Portfolio may become less diverse, resulting in increased
portfolio risk, and experience decreasing economies of scale. However, this
possibility exists as well for historically structured funds which have large or
institutional investors.
Until recently, the Administrator sponsored and advised historically
structured funds. Funds which invest all their assets in interests in a separate
investment company are a relatively new development in the mutual fund industry
and, therefore, the Fund may be subject to additional regulations than
historically structured funds.
The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for Federal income tax purposes. See
"Distributions and Taxes" for further information. Whenever the Fund as an
investor in the Portfolio is requested to vote on matters pertaining to the
Portfolio (other than the termination of the Portfolio's business, which may be
determined by the Trustees of the Portfolio without investor approval), the Fund
will hold a meeting of Fund shareholders and will vote its interest in the
Portfolio for or against such matters proportionately to the instructions to
vote for or against such matters received from Fund shareholders. The Fund shall
vote shares for which it receives no voting instructions in the same proportion
as the shares for which it receives voting instructions. Other investors in the
Portfolio may alone or collectively acquire sufficient voting interests in the
Portfolio to control matters relating to the operation of the Portfolio, which
may require the Fund to withdraw its investment in the Portfolio or take other
appropriate action. Any such withdrawal could result in a distribution "in kind"
of portfolio securities (as opposed to a cash distribution from the Portfolio).
If securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.
The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust, and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.
MANAGEMENT OF THE FUND AND THE PORTFOLIO
- --------------------------------------------------------------------------------
THE PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT ADVISER.
EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931.
Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. 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 January 31, 1995, the Portfolio paid BMR
advisory fees equivalent to 0.625% of the Portfolio's average daily net assets
for such year.
BMR furnishes for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Portfolio. BMR also places the portfolio transactions of the Portfolio with many
broker-dealer firms and uses its best efforts to obtain execution of such
transactions at prices which are advantageous to the Portfolio and at reasonably
competitive commission rates. Subject to the foregoing, BMR may consider sales
of shares of the Fund or of other investment companies sponsored by BMR or Eaton
Vance as a factor in the selection of broker-dealer firms to execute portfolio
transactions.
Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio
since it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.
BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $15 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly held holding company. Eaton Vance Corp., through its
subsidiaries and affiliates, engages in investment management and marketing
activities, fiduciary and banking services, oil and gas operations, real estate
investment, consulting and management, and development of precious metals
properties.
The Trust has retained the services of Eaton Vance to act as Administrator
of the Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objectives of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives no
compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.
The Portfolio and the Fund, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
BMR under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by EVD under the distribution agreement.
SERVICE PLAN
- --------------------------------------------------------------------------------
In addition to advisory fees and other expenses, the Fund pays service fees
pursuant to a Service Plan (the "Plan") designed to meet the requirements of
Rule 12b-1 under the Investment Company Act of 1940 and the service fee
requirements of the revised sales charge rule of the National Association of
Securities Dealers, Inc. THE PLAN PROVIDES THAT THE FUND MAY MAKE SERVICE FEE
PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS TO
THE PRINCIPAL UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND
OTHER PERSONS IN AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET
ASSETS FOR ANY FISCAL YEAR. The Trustees of the Trust have implemented the Plan
by authorizing the Fund to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of the
Fund's average daily net assets for any fiscal year based on the value of Fund
shares sold by such persons and remaining outstanding for at least twelve
months. During the fiscal year ended January 31, 1995, the Fund paid or accrued
service fees under the Plan equivalent to .224% of the Fund's average daily net
assets for such year. The Plan is described further in the Statement of
Additional Information.
VALUING FUND SHARES
- --------------------------------------------------------------------------------
THE FUND VALUES ITS SHARES ONCE ON EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m., New York time). The Fund's net asset value per
share is determined by its custodian, Investors Bank & Trust Company ("IBT"),
(as agent for the Fund) in the manner authorized by the Trustees of the Trust.
Net asset value is computed by dividing the value of the Fund's total assets,
less its liabilities, by the number of shares outstanding. Because the Fund
invests its assets in an interest in the Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities).
Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firm's
responsibility to transmit orders promptly to the Principal Underwriter, which
is a wholly-owned subsidiary of Eaton Vance.
The Portfolio's net asset value is also determined as of the close of
regular trading on the Exchange by IBT (as custodian and agent for the
Portfolio) in the manner authorized by the Trustees of the Portfolio. Net asset
value is computed by subtracting the liabilities of the Portfolio from the value
of its total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at the closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information. Eaton Vance Corp. owns
77.3% of the outstanding stock of IBT, the Fund's and the Portfolio's custodian.
- --------------------------------------------------------------------------------
SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY MULTIPLYING THE
NUMBER OF FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE PER SHARE.
- --------------------------------------------------------------------------------
HOW TO BUY FUND SHARES
- --------------------------------------------------------------------------------
SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the effective public offering price, which price is based on the effective
net asset value per share plus the applicable sales charge. The Fund receives
the net asset value, while the sales charge is divided between the Authorized
Firm and the Principal Underwriter. The Principal Underwriter will furnish the
names of Authorized Firms to an investor upon request. The Fund may suspend the
offering of shares at any time and may refuse any order for the purchase of
shares.
The sales charge may vary depending on the size of the purchase and the
number of shares of Eaton Vance funds the investor may already own, any
arrangement to purchase additional shares during a 13-month period or special
purchase programs. Complete details of how investors may purchase shares at
reduced sales charges under a Statement of Intention, Right of Accumulation, or
various Employee Benefit Plans are available from Authorized Firms or the
Principal Underwriter.
The current sales charges are:
</TABLE>
<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE DEALER DISCOUNT
AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE AMOUNT INVESTED OFFERING PRICE OFFERING PRICE
- ------------------ ---------------- ---------------- ----------------
<S> <C> <C> <C>
Less than $100,000 .................................................... 4.99% 4.75% 4.00%
$100,000 but less than $250,000 ....................................... 3.90 3.75 3.15
$250,000 but less than $500,000 ....................................... 2.83 2.75 2.30
$500,000 but less than $1,000,000 ..................................... 2.04 2.00 1.70
$1,000,000 or more .................................................... 0* 0* 0**
*No sales charge is payable at the time of purchase on investments of $1 million or more. A contingent deferred sales charge
("CDSC") of 1% will be imposed on such investments, as described below, in the event of certain redemption transactions within
18 months of purchase.
**The Principal Underwriter may pay a commission to Authorized Firms who initiate and are responsible for purchases of $1 million
or more as follows: 1.00% on sales up to $2 million, plus 0.80% on the next $1 million, 0.20% on the next $2 million, and 0.08%
on the excess over $5 million.
</TABLE>
The Principal Underwriter may at times allow discounts up to the full sales
charge. During periods when the discount includes the full sales charge,
Authorized Firms may be deemed to be underwriters as that term is defined in the
Securities Act of 1933. The Principal Underwriter may, from time to time, at its
own expense, provide additional incentives to Authorized Firms which employ
registered representatives who sell a minimum dollar amount of the Fund's shares
and/or shares of other funds distributed by the Principal Underwriter. In some
instances, such additional incentives may be offered only to certain Authorized
Firms whose representatives are expected to sell significant amounts of shares.
An initial investment in the Fund must be at least $1,000. Once an account
has been established the investor may send investments of $50 or more at any
time directly to the Fund's Transfer Agent (the "Transfer Agent") as follows:
The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104.
The $1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".
Shares of the Fund may be sold at net asset value to current and retired
Directors and Trustees of Eaton Vance funds, including the Portfolio; to
officers and employees and clients of Eaton Vance and its affiliates; to
registered representatives and employees of Authorized Firms and bank employees
who refer customers to registered representatives of Authorized Firms; and to
such persons' spouses and children under the age of 21 and their beneficial
accounts. Shares may also be issued at net asset value (1) in connection with
the merger of an investment company with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the investment adviser provides multiple investment services, such as
management, brokerage and custody, and (3) where the amount invested represents
redemption proceeds from a mutual fund unaffiliated with Eaton Vance, if the
redemption occurred no more than 60 days prior to the purchase of Fund shares
and the redeemed shares were subject to a sales charge.
No initial sales charge and no contingent deferred sales charge will be
payable or imposed with respect to shares of the Fund purchased by retirement
plans qualified under Section 401, 403(b) or 457 of the Internal Revenue Code of
1986, as amended (the "Code") ("Eligible Plans"). In order to purchase shares
without a sales charge, the plan sponsor of an Eligible Plan must notify the
Transfer Agent of the Fund of its status as an Eligible Plan. Participant
accounting services (including trust fund reconciliation services) will be
offered only through third party recordkeepers and not by EVD. The Fund's
Principal Underwriter may pay commissions to Authorized Firms who initiate and
are responsible for purchases of shares of the Fund by Eligible Plans of up to
1.00% of the amount invested in such shares.
ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares at the applicable public offering price shown above. The minimum
value of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold by IBT as agent for the account of their owner
on the day of their receipt by IBT or as soon thereafter as possible. The number
of Fund shares to be issued in exchange for securities will be the aggregate
proceeds from the sale of such securities divided by the applicable public
offering price per Fund share on the day such proceeds are received. Eaton Vance
will use reasonable efforts to obtain the then curent market price for such
securities but does not guarantee the best available price. Eaton Vance will
absorb any transaction costs, such as commissions, on the sale of the
securities.
Securities determined to be acceptable should be transferred via book entry
or physically delivered, in proper form for transfer, through an Authorized
Firm, together with a completed and signed Letter of Transmittal in approved
form (available from Authorized Firms), as follows:
IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Investors Fund
IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Traditional Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111
Investors who are contemplating an exchange of securities for shares of the
Fund, or their representatives, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities to IBT. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
Fund shares may create a taxable gain or loss. Each investor should consult his
or her tax adviser with respect to the particular Federal, state and local tax
consequences of exchanging securities for Fund shares.
- --------------------------------------------------------------------------------
IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
- --------------------------------------------------------------------------------
HOW TO REDEEM FUND SHARES
- --------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE SHAREHOLDER SERVICES
GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business hours
a written request for redemption in good order, plus any share certificates with
executed stock powers. The redemption price will be based on the net asset value
per Fund share next computed after such delivery. Good order means that all
relevant documents must be endorsed by the record owner (s) exactly as the
shares are registered and the signature(s) must be guaranteed by a member of
either the Securities Transfer Association's STAMP program or the New York Stock
Exchange's Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges, clearing
agencies and registered securities associations as required by a regulation of
the Securities and Exchange Commission and acceptable to The Shareholder
Services Group, Inc. In addition, in some cases, good order may require the
furnishing of additional documents such as where shares are registered in the
name of a corporation, partnership or fiduciary.
Within seven days after receipt of a redemption request in good order by The
Shareholder Services Group, Inc., the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the amount
of any Federal income tax required to be withheld. Although the Fund normally
expects to make payment in cash for redeemed shares, the Trust, subject to
compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund from
the Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.
To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
EVD. Throughout this Prospectus, the word "redemption" is generally meant to
include a repurchase.
If shares were recently purchased, the proceeds of a redemption (or
repurchase) will not be sent until the check (including a certified or cashier's
check) received for the shares purchased has cleared. Payment for shares
tendered for redemption may be delayed up to 15 days from the purchase date when
the purchase check has not yet cleared. Redemptions or repurchases may result in
a taxable gain or loss.
Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem Fund accounts with balances of less than $1,000. Prior to such a
redemption, shareholders will be given 60 days' written notice to make an
additional purchase Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares.
Contingent Deferred Sales Charge. If shares have been purchased at net asset
value with no initial sales charge by virtue of the purchase having been in the
amount of $1 million or more and are redeemed within 18 months after the end of
the calendar month in which the purchase was made, a CDSC of 1% will be imposed
on such redemption. The CDSC will be retained by the Principal Underwriter. The
CDSC will be imposed on an amount equal to the lesser of the current market
value or the original purchase price of the shares redeemed. Accordingly, no
CDSC will be imposed on increases in account value above the initial purchase
price, including any dividends that have been reinvested in additional shares.
In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate being charged.
Accordingly, it will be assumed that redemptions are made first from any shares
in the shareholder's account that are not subject to a CDSC. The CDSC is waived
for redemptions involving certain liquidation, merger or acquisition
transactions involving other investment companies. If a shareholder reinvests
redemption proceeds within the 60-day period and in accordance with the
conditions set forth under "Eaton Vance Shareholder Services -- Reinvestment
Privilege," the shareholder's account will be credited with the amount of any
CDSC paid on such redeemed shares.
REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
calendar year, the Fund will furnish all shareholders with information necessary
for preparing Federal and state tax returns.
THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------
AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, THE SHAREHOLDER SERVICES GROUP, INC., WILL SET UP A LIFETIME INVESTING
ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a complete
record of all transactions between the investor and the Fund which at all times
shows the balance of shares owned. The Fund will not issue share certificates
except upon request.
Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the transaction
and the current balance in the account. (Under certain investment plans,
statements may be sent only quarterly). THE LIFETIME INVESTING ACCOUNT ALSO
PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A
CHECK FOR $50 OR MORE to The Shareholder Services Group, Inc.
Any questions concerning a shareholder's account or services available may
be directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to The Shareholder Services Group, Inc., BOS725, P.O.
Box 1559, Boston, MA 02104 (please provide the name of the shareholder, the Fund
and the account number).
THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME
INVESTING ACCOUNTS and may be changed as often as desired by written notice to
the Fund's dividend disbursing agent, The Shareholder Services Group, Inc.,
BOS725, P.O. Box 1559, Boston, MA 02104. The currently effective option will
appear on each confirmation statement.
Share Option -- Dividends and capital gains will be reinvested in additional
shares.
Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.
Cash Option -- Dividends and capital gains will be paid in cash.
The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under Federal income tax laws.
If the Income Option or Cash Option has been selected, dividend and/or
capital gains distribution checks which are returned by the United States Postal
Service as not deliverable or which remain uncashed for six months or more will
be reinvested in the account in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.
DISTRIBUTION INVESTMENT OPTION. In addition to the distribution options set
forth above, dividends and/or capital gains may be invested in additional shares
of another Eaton Vance fund. Before selecting this option, a shareholder should
obtain a prospectus of the other Eaton Vance fund and consider its objectives
and policies carefully.
"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the account,
or to obtain information about the account. The transfer of shares in a "street
name" account to an account with another dealer or to an account directly with a
Fund involves special procedures and will require the beneficial owner to obtain
historical purchase information about the shares in the account from the
Authorized Firm. Before establishing a "street name" account with an investment
firm, or transferring the account to another investment firm, an investor
wishing to reinvest distributions should determine whether the firm which will
hold the shares allows reinvestment of distributions in "street name" accounts.
- --------------------------------------------------------------------------------
UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL INVESTMENTS
IN SHARES BY SENDING A CHECK FOR $50 OR MORE.
- --------------------------------------------------------------------------------
THE EATON VANCE EXCHANGE PRIVILEGE
- ------------------------------------------------------------------------------
Shares of the Fund currently may be exchanged for shares of any of the following
funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of Boston,
Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves and any fund
in the Eaton Vance Traditional Group of Funds on the basis of the net asset
value per share of each fund at the time of the exchange, provided that such
exchange offers are available only in states where shares of the fund being
acquired may be legally sold.
Each exchange must involve shares which have a net asset value of at least
$1,000. The exchange privilege may be changed or discontinued without penalty.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege. The Fund does not permit the
exchange privilege to be used for "Market Timing" and may terminate the exchange
privilege for any shareholder account engaged in Market Timing activity. Any
shareholder account for which more than two round-trip exchanges are made within
any twelve month period will be deemed to be engaged in Market Timing.
Furthermore, a group of unrelated accounts for which exchanges are entered
contemporaneously by a financial intermediary will be considered to be engaged
in Market Timing.
Shares of the Fund which are subject to a CDSC may be exchanged into any of
the above funds without incurring the CDSC. The shares acquired in an exchange
may be subject to a CDSC upon redemption. For purposes of computing the CDSC
payable upon the redemption of shares acquired in an exchange, the holding
period of the original shares is added to the holding period of the shares
acquired in the exchange.
The Shareholder Services Group, Inc. makes exchanges at the next determined
net asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult The Shareholder Services Group, Inc. for
additional information concerning the exchange privilege. Applications and
prospectuses of the other funds are available from Authorized Firms or the
Principal Underwriter The prospectus for each fund describes its investment
objectives and policies, and shareholders should obtain a prospectus and
consider these objectives and policies carefully before requesting an exchange.
Shares of certain other funds for which Eaton Vance acts as investment
adviser or administrator may be exchanged for Fund shares on the basis of the
net asset value per share of each fund at the time of the exchange (plus, in the
case of an exchange made within six months of the date of purchase, an amount
equal to the difference, if any, between the sales charge previously paid on the
shares being exchanged and the sales charge payable on the Fund shares being
acquired). Any such exchange is subject to any restrictions or qualifications
set forth in the current prospectus of any such fund.
Telephone exchanges are accepted by The Shareholder Services Group, Inc.,
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call The Shareholder Services Group, Inc.
at 800-262-1122 or, within Massachusetts, 617-573-9403, Monday through Friday,
9:00 a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone
exchange must be registered in the same name(s) and with the same address as the
shares being exchanged. Neither the Fund, the Principal Underwriter nor The
Shareholder Services Group, Inc. will be responsible for the authenticity of
exchange instructions received by telephone; provided that reasonable procedures
to confirm that instructions communicated are genuine have been followed.
Telephone instructions will be tape recorded. In times of drastic economic or
market changes, a telephone exchange may be difficult to implement. An exchange
may result in a taxable gain or loss.
EATON VANCE SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
THE FUND OFFERS THE FOLLOWING SERVICES, WHICH ARE VOLUNTARY, INVOLVE NO EXTRA
CHARGE, AND MAY BE CHANGED OR DISCONTINUED WITHOUT PENALTY AT ANY TIME. Full
information on each of the services described below and an application, where
required, are available from Authorized Firms or the Principal Underwriter. The
cost of administering such services for the benefit of shareholders who
participate in them is borne by the Fund as an expense to all shareholders.
INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Investors Fund may be mailed directly to The Shareholder Services
Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104 at any time -- whether or
not distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.
BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made automatically each month or quarter from the
shareholder's bank account. The $1,000 minimum initial investment and small
account redemption policy are waived for these accounts.
STATEMENT OF INTENTION: Purchases of $100,000 or more made over a 13-month
period are eligible for reduced sales charges. See "Statement of Intention and
Escrow Agreement."
RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges when the
current market value of holdings (shares at current offering price), plus new
purchases, reaches $100,000 or more. Shares of the Eaton Vance funds listed
under "The Eaton Vance Exchange Privilege" may be combined under the Statement
of Intention and Right of Accumulation.
WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks in an amount specified by the shareholder. A minimum
deposit of $5,000 in shares is required.
REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST AT NET ASSET VALUE ANY PORTION OR ALL OF THE REPURCHASE OR REDEMPTION
PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO ROUND OFF
THE PURCHASE TO THE NEAREST FULL SHARE), IN SHARES OF THE FUND, or, provided
that the shares repurchased or redeemed have been held for at least 60 days, in
shares of any of the other funds offered by the Principal Underwriter subject to
an initial sales charge, provided that the reinvestment is effected within 60
days after such repurchase or redemption, and the privilege has not been used
more than once in the prior 12 months. Shares are sold to a reinvesting
shareholder at the next determined net asset value following timely receipt of a
written purchase order by the Principal Underwriter or by the fund whose shares
are to be purchased (or by such fund's transfer agent). The privilege is also
available to holders of shares of the other funds offered by the Principal
Underwriter subject to an initial sales charge who wish to reinvest such
repurchase or redemption proceeds in shares of the Fund. If a shareholder
reinvests redemption proceeds within the 60 day period the shareholder's account
will be credited with the amount of any CDSC paid on such redeemed shares. To
the extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired
within the period beginning 30 days before and ending 30 days after the date of
the redemption) some or all of the loss generally will not be allowed as a tax
deduction. Special rules may apply to the computation of gain or loss and to the
deduction of loss on a repurchase or redemption followed by a reinvestment. See
"Distributions and Taxes". Shareholders should consult their tax advisers
concerning the tax consequences of reinvestments.
TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:
-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;
-- Individual Retirement Account Plans for individuals and their non-
employed spouses; and
-- 403(b) Retirement Plans for employees of public school systems,
hospitals, colleges and other non-profit organizations meeting certain
requirements of the Code.
Detailed information concerning these plans, including certain exceptions to
minimum investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
Federal income tax consequences of establishing a plan. Under all plans,
dividends and distributions will be automatically reinvested in additional
shares.
DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
The Fund's present policy is to pay quarterly dividends from the net investment
income allocated to the Fund by the Portfolio, less the Fund's direct and
allocated expenses, and to distribute at least annually any net realized capital
gains. A portion of distributions from net investment income may be eligible for
the dividends-received deduction for corporations. The Fund's distributions from
its net investment income, net short-term capital gains and certain net foreign
exchange gains will be taxable to shareholders as ordinary income, whether
received in cash or reinvested in additional shares. The Fund's distributions
from its net long-term capital gains are taxable to shareholders as such,
whether received in cash or reinvested in additional shares and regardless of
the length of time Fund shares have been owned by shareholders. If shares are
purchased shortly before the record date of a distribution, the shareholder will
pay the full price for the shares and then receive some portion of the price
back as a taxable distribution. Certain distributions, if declared by the Fund
in October, November or December and paid the following January, will be taxable
to shareholders as if received on December 31 of the year in which they are
declared.
Sales charges paid upon a purchase of shares of the Fund cannot be taken
into account for purposes of determining gain or loss on a redemption or
exchange of the shares before the 91st day after their purchase to the extent
shares of the Fund or of another fund are subsequently acquired pursuant to the
Fund's reinvestment or exchange privilege. Any disregarded amounts will result
in an adjustment to the shareholder's tax basis in some or all of any other
shares acquired.
The Fund will provide its shareholders annually with tax information notices
and Forms 1099 to assist in the preparation of their Federal and state tax
returns for the prior calendar year's distributions, proceeds from the
redemption or exchange of Fund shares, and Federal income tax (if any) withheld
by the Fund's Transfer Agent.
The Fund intends to qualify as a regulated investment company under the
Code, and to satisfy all requirements necessary to be relieved of Federal taxes
on income and gains it distributes to shareholders. In satisfying these
requirements, the Fund will treat itself as owning its proportionate share of
each of the Portfolio's assets and as entitled to the income of the Portfolio
properly attributable to such share.
- --------------------------------------------------------------------------------
AS A REGULATED INVESTMENT COMPANY UNDER THE CODE, THE FUND DOES NOT PAY FEDERAL
INCOME OR EXCISE TAXES TO THE EXTENT THAT IT DISTRIBUTES TO SHAREHOLDERS ITS NET
INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS IN ACCORDANCE WITH THE TIMING
REQUIREMENTS IMPOSED BY THE CODE. AS A PARTNERSHIP UNDER THE CODE, THE PORTFOLIO
DOES NOT PAY FEDERAL INCOME OR EXCISE TAXES.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and dividends and distributions
paid and reinvested) for the stated period and annualizing the result. The
average annual total return calculation assumes the maximum sales charge is
deducted from the initial $1,000 purchase order and that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period. The Fund may also publish annual and cumulative total return figures
from time to time.
The Fund may also furnish total return calculations based on investments at
various sales charge levels or at net asset value. Any performance data which is
based on the Fund's net asset value per share would be reduced if a sales charge
were taken into account.
Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any prior period
should not be considered as a representation of what an investment may earn or
what the Fund's total return may be in any future period.
STATEMENT OF INTENTION AND ESCROW AGREEMENT
- --------------------------------------------------------------------------------
TERMS OF ESCROW. If the investor, on an application, makes a Statement of
Intention to invest a specified amount over a thirteen month period, then out of
the initial purchase (or subsequent purchases if necessary) 5% of the dollar
amount specified on the application shall be held in escrow by the escrow agent
in the form of shares (computed to the nearest full share at the public offering
price applicable to the initial purchase hereunder) registered in the investor's
name. All income dividends and capital gains distributions on escrowed shares
will be paid to the investor or to the investor's order.
When the minimum investment so specified is completed, the escrowed shares
will be delivered to the investor. If the investor has an accumulation account
the shares will remain on deposit under the investor's account.
If total purchases under this Statement of Intention are less than the
amount specified, the investor will promptly remit to EVD any difference between
the sales charge on the amount specified and on the amount actually purchased.
If the investor does not within 20 days after written request by EVD or the
Authorized Firm pay such difference in sales charge, the escrow agent will
redeem an appropriate number of the escrowed shares in order to realize such
difference. Full shares remaining after any such redemption together with any
excess cash proceeds of the shares so redeemed will be delivered to the investor
or to the investor's order by the escrow agent.
In signing the application, the investor irrevocably constitutes and
appoints the escrow agent the investor's attorney to surrender for redemption
any or all escrowed shares with full power of substitution in the premises.
PROVISION FOR RETROACTIVE PRICE ADJUSTMENT. If total purchases made under this
Statement are large enough to qualify for a lower sales charge than that
applicable to the amount specified, all transactions will be computed at the
expiration date of this Statement to give effect to the lower charge. Any
difference in sales charge will be refunded to the investor in cash, or applied
to the purchase of additional shares at the lower charge if specified by the
investor. This refund will be made by the Authorized Firm and by EVD. If at the
time of the recomputation a firm other than the original firm is placing the
orders, the adjustment will be made only on those shares purchased through the
firm then handling the account.
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV TRADITIONAL
INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Bosotn, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
EV TRADITIONAL INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02109
T-IFP
EV TRADITIONAL
INVESTORS
FUND
PROSPECTUS
JUNE 1, 1995
[LOGO]
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
June 1, 1995
EV CLASSIC INVESTORS FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
This Statement of Additional Information consists of two parts. Part I
provides information about EV Classic Investors Fund (the "Fund") and certain
other series of Eaton Vance Investors Trust (the "Trust"). Part II provides
information solely about the Fund. Where appropriate, Part I includes
cross-references to the relevant sections of Part II.
TABLE OF CONTENTS Page
PART I
Investment Objectives and Policies ................ 2
Investment Restrictions ........................... 4
Trustees and Officers ............................. 5
Investment Adviser and Administrator .............. 7
Custodian ......................................... 9
Service for Withdrawal ............................ 10
Determination of Net Asset Value .................. 10
Investment Performance ............................ 10
Taxes ............................................. 12
Portfolio Security Transactions ................... 14
Other Information ................................. 15
Independent Accountants ........................... 16
PART II
Fees and Expenses ................................. a-1
Performance Information ........................... a-2
Principal Underwriter ............................. a-2
Distribution Plan ................................. a-2
Additional Tax Matters ............................ a-4
Control Persons and Principal Holders of Securities a-4
Financial Statements .............................. a-5
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JUNE 1, 1995, AS SUPPLEMENTED FROM
TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE
BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
June 1, 1995
EV MARATHON INVESTORS FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
This Statement of Additional Information consists of two parts. Part I
provides information about EV Marathon Investors Fund (the "Fund") and certain
other series of Eaton Vance Investors Trust (the "Trust"). Part II provides
information solely about the Fund. Where appropriate, Part I includes
cross-references to the relevant sections of Part II.
TABLE OF CONTENTS Page
PART I
Investment Objectives and Policies ................ 2
Investment Restrictions ........................... 4
Trustees and Officers ............................. 5
Investment Adviser and Administrator .............. 7
Custodian ......................................... 9
Service for Withdrawal ............................ 10
Determination of Net Asset Value .................. 10
Investment Performance ............................ 10
Taxes ............................................. 12
Portfolio Security Transactions ................... 14
Other Information ................................. 15
Independent Accountants ........................... 16
PART II
Fees and Expenses ................................. a-1
Performance Information ........................... a-2
Principal Underwriter ............................. a-2
Distribution Plan ................................. a-2
Additional Tax Matters ............................ a-4
Control Persons and Principal Holders of Securities a-4
Financial Statements .............................. a-5
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JUNE 1, 1995, AS SUPPLEMENTED FROM
TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE
BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
June 1, 1995
EV TRADITIONAL INVESTORS FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
This Statement of Additional Information consists of two parts. Part I
provides information about EV Traditional Investors Fund (the "Fund") and
certain other series of Eaton Vance Investors Trust (the "Trust"). Part II
provides information solely about the Fund. Where appropriate, Part I includes
cross-references to the relevant sections of Part II.
TABLE OF CONTENTS Page
PART I
Investment Objectives and Policies ................ 2
Investment Restrictions ........................... 4
Trustees and Officers ............................. 5
Investment Adviser and Administrator .............. 7
Custodian ......................................... 9
Service for Withdrawal ............................ 10
Determination of Net Asset Value .................. 10
Investment Performance ............................ 10
Taxes ............................................. 12
Portfolio Security Transactions ................... 14
Other Information ................................. 15
Independent Accountants ........................... 16
PART II
Fees and Expenses ................................. a-1
Performance Information ........................... a-2
Services for Accumulation ......................... a-2
Principal Underwriter ............................. a-3
Service Plan ...................................... a-4
Additional Tax Matters ............................ a-4
Control Persons and Principal Holders of Securities a-4
Appendix .......................................... a-5
Financial Statements .............................. a-17
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JUNE 1, 1995, AS SUPPLEMENTED FROM
TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE
BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART I
This Part I provides information about the Fund and certain other series of
the Trust.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Fund are to provide current income and
long-term growth of capital. The Fund currently seeks to meet its investment
objectives by investing its assets in the Investors Portfolio (the "Portfolio"),
a separate registered investment company with the same investment objectives as
the Fund and substantially the same investment policies and restrictions as the
Fund.
The Trustees of the Trust may withdraw the Fund's investment from the
Portfolio at any time, if they determine that it is in the best interests of the
Fund to do so. Upon any such withdrawal, the Fund's assets would be invested in
another investment company with substantially the same investment objectives,
policies and restrictions as those of the Fund or directly in investment
securities in accordance with the Portfolio's investment policies, as described
below. Except as indicated below, the approval of the Fund's shareholders would
not be required to change the Portfolio's investment policies discussed below,
including those concerning security transactions.
Because the investment characteristics of the Fund will correspond directly
to those of the Portfolio, the following is a discussion of the various
policies, investments and techniques employed by the Portfolio.
The Portfolio is a flexibly managed account seeking to provide current
income and long-term growth of capital through careful selection of securities
considered to be of high or improving quality. The net asset value of the Fund
will fluctuate in response to changes in the value of the securities held by the
Portfolio. When the Portfolio sells securities held by it, it may realize a gain
or loss depending on whether it sells them for more or less than their cost. As
in any investment which fluctuates in value, the management of the Portfolio
cannot, of course, assure the achievement of the objectives or eliminate risk.
It is believed, however, that through selective diversification and continuous
supervision, the risks of investing will be reduced and the shareholder's
opportunities for rewarding investment results over the long term may be
enhanced.
While it is not the policy of the Portfolio to purchase securities with a
view to short-term profits, the Portfolio will dispose of securities without
regard to the time they have been held if such action seems advisable. The
portfolio turnover rate of the Portfolio, exclusive of transactions in
securities whose maturities at the time of acquisition were one year or less,
for the fiscal year ended January 31, 1995, was 28%.
The Portfolio may invest in various kinds and types of debt securities from
time to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations ("CMOs") and various other mortgage-backed
securities including CMOs issued by entities which qualify under the Internal
Revenue Code as Real Estate Mortgage Investment Conduits ("REMICs"), and other
types of asset-backed obligations and collateralized securities. The Portfolio
will not, however, invest in residual interests in REMICs.
CREDIT QUALITY-RISKS. The Portfolio may invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less of
its assets. These securities are subject to substantially greater credit risks
than some of the other fixed-income securities in which the Portfolio may
invest. These credit risks include the possibility of default or bankruptcy of
the issuer. The value of such securities may also be subject to a greater degree
of volatility in response to interest rate fluctuations, economic downturns and
changes in the financial condition of the issuer. These securities are less
liquid and are more difficult to value than other fixed-income securities.
During periods of deteriorating economic conditions and contraction in the
credit markets, the ability of issuers of such securities to service their debt,
meet projected goals, or obtain additional financing may be impaired.
WHEN-ISSUED SECURITIES. The Portfolio may purchase debt securities on a when-
issued basis; that is, delivery and payment for the securities normally take
place up to 90 days after the date of the transaction. The payment obligation
and the interest rate that will be received on the securities are fixed at the
time the Portfolio enters into the purchase commitment. The Portfolio's
custodian bank will place cash or high grade liquid debt securities in a
separate account of the Portfolio in an amount at least equal to the when-
issued commitments. If the value of the securities placed in the separate
account declines, additional cash or securities will be placed in the account on
a daily basis so that the value of the account will at least equal the amount of
the Portfolio's when-issued commitments. When the Portfolio commits to purchase
a security on a when-issued basis, it records the transaction and reflects the
value of the security in determining its net asset value. Securities purchased
on a when-issued basis and the securities held by the Portfolio are subject to
changes in value based upon the public's perception of the creditworthiness of
the issuer and changes in the level of interest rates (which will generally
result in both changing in value in the same way, i.e., both experiencing
appreciation when interest rates decline and depreciation when interest rates
rise). Therefore, to the extent that the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be greater fluctuations in the Portfolio's net asset value
than if it solely set aside cash to pay for when-issued securities.
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.
Since investments in companies whose principal business activities are
located outside of the United States will frequently involve currencies of
foreign countries, and since assets of the Portfolio may temporarily be held in
bank deposits in foreign currencies during the completion of investment
programs, the value of the assets of the Portfolio as measured in U.S. dollars
may be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations. 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
contracts to purchase or sell foreign currencies at a future date (i.e., a
"forward foreign currency exchange" contract or "forward" contract). It may
convert currency on a spot basis from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers do
not charge a fee for conversion, 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 contracts
are traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. When the Portfolio enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of U.S. dollars, of the amount of
foreign currency involved in the underlying security transaction, the Portfolio
will be able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received. Although a forward contract
will minimize the risk of loss due to a decline in the value of the hedged
currency, it also limits any potential gain which might result should the value
of such currency increase.
STOCK INDEX FUTURES. 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 Internal Revenue Code of 1986, as amended (the "Code"), limit the extent
to which the Portfolio may purchase and sell derivative instruments. The
Portfolio will engage in transactions in futures contracts and related options
only to the extent such transactions are consistent with the requirements of the
Code for maintaining the qualification of the Fund as a regulated investment
company ("RIC") for Federal income tax purposes.
Transactions using 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 or futures
contracts, or (2) cash, receivables and short-term debt securities with a value
sufficient at all times to cover its potential obligations not covered as
provided in (1) above. The Portfolio will comply with Securities and Exchange
Commission guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash, U.S. Government securities or other
liquid, high-grade debt securities in a segregated account with its custodian in
the prescribed amount.
Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding 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 Commodities Futures Trading
Commission ("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.
INVESTMENT RESTRICTIONS
The following investment restrictions 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 Statement of
Additional Information means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of
the shares are present or represented at the meeting or (b) more than 50% of the
shares of the Fund. Accordingly, the Fund may not:
(1) With respect to 75% of its total assets, purchase the securities of any
one issuer if such purchase at the time thereof would cause more than 5% of its
gross assets taken at market value to be invested in the securities of such
issuer, or would cause more than 10% of the outstanding voting securities of
such issuer to be held by the Fund, 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 purchases and sales of
securities);
(4) Invest more than 25% of the value of its total assets at the time of
acquisition in any one industry with public utility companies (being electric
utility companies, natural gas producing companies, transmission companies,
telephone companies, and water works companies) being considered separate
industries;
(5) Make loans to any person except by (a) the acquisition of debt
securities and making of portfolio investments, (b) entering into repurchase
agreements or (c) lending portfolio securities;
(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; and
(7) Purchase or sell physical commodities or commodity contracts for the
purchase or sale of physical commodities.
Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company with
substantially the same investment objectives, policies and restrictions as the
Fund.
The Portfolio has adopted substantially the same fundamental investment
restrictions as the foregoing numbered 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, which as used in this
Statement of Additional Information means the lesser of (a) 67% of the
outstanding voting securities of the Portfolio present or represented by proxy
at a meeting if the holders of more than 50% of the outstanding voting
securities of the Portfolio are present or represented at the meeting or (b)
more than 50% of the outstanding voting securities of the Portfolio. The term
"voting securities" as used in this paragraph has the same meaning as in the
Investment Company Act of 1940 (the "1940 Act"). Whenever the Trust is requested
to vote on a change in the fundamental investment restrictions of the Portfolio,
the Trust will hold a meeting of Fund shareholders and will cast its vote as
instructed by the shareholders.
The Fund and the Portfolio have each adopted the following nonfundamental
investment policies which may be changed with respect to the Fund by the
Trustees of the Trust without approval by the Fund's shareholders or may be
changed with respect to the Portfolio by the Trustees of the Portfolio with or
without the approval of the Fund or the Portfolio's other investors. As a matter
of nonfundamental policy, neither the Fund nor the Portfolio may: (a) invest in
put or call options or straddles or spreads; (b) 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; (c) purchase securities
of any issuer which has a record of less than three years' continuous operation
including, however, in such three years the operation of any predecessor company
or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for the Fund or the Portfolio has come
into existence as a result of a merger, consolidation, reorganization, or the
purchase of substantially all the assets of such predecessor company or
companies, partnership or individual enterprise; provided that 5% of the total
assets of the Fund or the Portfolio may be invested in such companies and
nothing in (c) shall prevent the purchase of securities of an issuer
substantially all of whose assets are (i) securities of one or more issuers
which have had a record of three years' continuous operation, or (ii) assets of
an independent division of an issuer, which division has had a record of three
years' continuous operation and further provided that exempted from this
restriction are U.S. Government securities, securities of issuers which are
rated by at least one nationally recognized statistical rating organization,
municipal obligations and obligations issued or guaranteed by any foreign
government or its agencies or instrumentalities; (d) purchase or retain in its
portfolio any securities issued by an issuer any of whose officers, directors,
trustees or security holders is an officer or Trustee of the Trust or the
Portfolio or is a member, officer, director or trustee of or person interested
in any investment adviser of the Trust or the Portfolio, if after the purchase
of the securities of such issuer by the Fund or the Portfolio one or more of
such persons owns beneficially more than 1/2 of 1% of the shares or securities
or both (all taken at market value) of such issuer and such persons owning more
than 1/2 of 1% of such shares of securities together own beneficially more than
5% of such shares or securities or both (all taken at market value); (e)
purchase oil, gas or other mineral leases or purchase partnership interests in
oil, gas or other mineral exploration or development programs; and (f) 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 under the
Securities Act of 1933 that the Board of Trustees of the Trust or the Portfolio,
or its delegate, determines to be liquid, based upon the trading markets for the
specific security.
In order to permit the sale of shares of the Fund in certain states, the
Fund may make commitments more restrictive than the policies described above.
Should the Fund determine that any such commitment is no longer in the best
interests of the Fund and its shareholders, it will revoke the commitment by
terminating sales of its shares in the state(s) involved.
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust and the Portfolio are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Portfolio's investment
adviser, Boston Management and Research ("BMR" or the "Investment Adviser"), a
wholly-owned subsidiary of Eaton Vance Management ("Eaton Vance"); of Eaton
Vance's parent, Eaton Vance Corp. ("EVC"); and of BMR's and Eaton Vance's
trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and EV are both wholly-owned
subsidiaries of EVC. Those Trustees who are "interested persons" of the Trust,
the Portfolio, BMR, Eaton Vance, EVC or EV as defined in the 1940 Act, by virtue
of their affiliation with any one or more of the Fund, BMR, Eaton Vance, EVC or
EV, are indicated by an asterisk (*).
TRUSTEES OF THE TRUST AND THE PORTFOLIO
M. DOZIER GARDNER (61), President and Trustee*
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV and a
Director of EVC and EV. Director or Trustee and officer of various investment
companies managed by Eaton Vance or BMR.
DONALD R. DWIGHT (64), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company) founded in 1988; Chairman of the Board of Newspapers of New England,
Inc. since 1983. Director or Trustee of various investment companies managed
by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768
JAMES B. HAWKES (53), Vice President of the Portfolio and Trustee*
Executive Vice President of BMR, Eaton Vance, EVC and EV, and a Director of EVC
and EV. Director or Trustee and officer of various investment companies
managed by Eaton Vance or BMR. Mr. Hawkes was elected Trustee of the Trust on
June 14, 1993.
SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
School of Business Administration. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration, Soldiers
Field Road, Boston, Massachusetts 02163
PETER F. KIELY (58), Vice President and Trustee*
Vice President of Eaton Vance, BMR and EV. Director or Trustee of various
investment companies managed by Eaton Vance or BMR. Mr. Kiely was elected Vice
President and Trustee of the Trust on December 16, 1991.
NORTON H. REAMER (59), Trustee
President and Director, United Asset Management Corporation, a holding company
owning institutional investment management firms. Chairman, President and
Director, The Regis Fund, Inc. (mutual fund). Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (68), Trustee
Director, Fiduciary Company Incorporated. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
JACK L. TREYNOR (65), Trustee
Investment Adviser and Consultant. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274
OFFICERS OF THE TRUST AND THE PORTFOLIO
THOMAS E. FAUST, JR. (37), Vice President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Faust was elected a Vice
President of the Trust and the Portfolio on December 13, 1993.
MICHAEL B. TERRY (52), Vice President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
JAMES L. O'CONNOR (50), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
WILLIAM J. AUSTIN, JR. (43), Assistant Treasurer
Assistant Vice President of BMR, Eaton Vance and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Austin was elected
Assistant Treasurer of the Trust on December 16, 1991.
THOMAS OTIS (63), Secretary
Vice President and Secretary of BMR, Eaton Vance, EVC and EV. Officer of various
investment companies managed by Eaton Vance or BMR.
JANET E. SANDERS (59), Assistant Treasurer and Assistant Secretary
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
A. JOHN MURPHY (32), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust
and the Portfolio on March 27, 1995.
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Board of Trustees of the Trust and of the Portfolio. The
Special Committee's functions include a continuous review of the Trust's
contractual relationship with the Administrator and the Portfolio's contractual
relationship with the Investment Adviser, making recommendations to the Trustees
regarding the compensation of those Trustees who are not members of the Eaton
Vance organization, and making recommendations to the Trustees regarding
candidates to fill vacancies, as and when they occur, in the ranks of those
Trustees who are not "interested persons" of the Trust, the Portfolio, or the
Eaton Vance organization.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Board of Trustees of the Trust and of the Portfolio. The Audit Committee's
functions include making recommendations to the Board regarding the selection of
the independent accountants, and reviewing with such accountants and the
Treasurer of the Trust and of the Portfolio matters relative to accounting and
auditing practices and procedures, accounting records, internal accounting
controls, and the functions performed by the custodian and transfer 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 "Plan").
Under the Plan, an eligible Trustee may elect to have his deferred fees invested
by the Portfolio in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Plan will be determined
based upon the performance of such investments. Deferral of Trustees' fees in
accordance with the Plan will have a negligible effect on the Portfolio's
assets, liabilities, and net income per share, and will not obligate the
Portfolio to retain the services of any Trustee or obligate the Portfolio to pay
any particular level of compensation to the Trustee.
The fees and expenses of those Trustees of the Trust and the Portfolio who
are not members of the Eaton Vance organization (the noninterested Trustees) are
paid by the Fund (and the other series of the Trust) and the Portfolio,
respectively. For the compensation earned by the noninterested Trustees of the
Trust and the Portfolio, see "Fees and Expenses" in Part II of this Statement of
Additional Information.
INVESTMENT ADVISER AND ADMINISTRATOR
The Portfolio engages BMR as its investment adviser pursuant to an
Investment Advisory Agreement dated October 28, 1993. BMR or Eaton Vance acts as
investment adviser to investment companies and various individual and
institutional clients with total assets under management of approximately $15
billion.
Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. They maintain a large staff of experienced fixed-income
and equity investment professionals to service the needs of their clients. The
fixed-income division focuses on all kinds of taxable investment- grade and
high-yield securities, tax-exempt investment-grade and high-yield securities,
and U.S. Government securities. The equity division covers stocks ranging from
blue chip to emerging growth companies.
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. The Portfolio is responsible for all expenses not expressly stated
to be payable by BMR under the Investment Advisory Agreement, including, without
implied limitation, (i) expenses of maintaining the Portfolio and continuing its
existence, (ii) registration of the Portfolio under the 1940 Act, (iii)
commissions, fees and other expenses connected with the acquisition, holding and
disposition of securities and other investments, (iv) auditing, accounting and
legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses
of issue, sale and redemption of interests in the Portfolio, (viii) expenses of
registering and qualifying the Portfolio and interests in the Portfolio under
Federal and state securities laws and of preparing and printing registration
statements or other offering statements or memoranda for such purposes and for
distributing the same to investors, and fees and expenses of registering and
maintaining registrations of the Portfolio and of the Portfolio's placement
agent as broker-dealer or agent under state securities laws, (ix) expenses of
reports and notices to investors and of meetings of investors and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Portfolio (including without limitation safekeeping of funds,
securities and other investments, keeping of books, accounts and records, and
determination of net asset values, book capital account balances and tax capital
account balances), (xiv) fees, expenses and disbursements of transfer agents,
dividend disbursing agents, investor servicing agents and registrars for all
services to the Portfolio, (xv) expenses for servicing the accounts of
investors, (xvi) any direct charges to investors approved by the Trustees of the
Portfolio, (xvii) compensation and expenses of Trustees of the Portfolio who are
not members of BMR's organization, and (xviii) such non-recurring items as may
arise, including expenses incurred in connection with litigation, proceedings
and claims and the obligation of the Portfolio to indemnify its Trustees,
officers and investors with respect thereto.
Under the Investment Advisory Agreement with the Portfolio, BMR receives a
monthly advisory fee of 5/96 of 1% (equivalent to .625% annually) of average
daily net assets of the Portfolio up to and including $300 million, and 1/24 of
1% (equivalent to .50% annually) of average daily net assets over $300 million.
As of January 31, 1995, the Portfolio had net assets of $217,157,495. For the
fiscal year ended January 31, 1995, the Adviser earned advisory fees of
$1,375,751 (equivalent to .625% of the Portfolio's average daily net assets for
such year). For the period from the start of business, October 28, 1993, to
January 31, 1994, the Portfolio paid BMR advisory fees of $358,699 (equivalent
to .625% (annualized) of the Portfolio's average daily net assets for such
period).
The Investment Advisory Agreement with BMR remains in effect until February
28, 1996. It may be continued indefinitely so long as such continuance after
February 28, 1996 is approved at least annually (i) by the vote of a majority of
the Trustees of the Portfolio who are not interested persons of the Portfolio or
of BMR cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the Board of Trustees of the Portfolio or by vote
of a majority of the outstanding voting securities of the Portfolio. The
Agreement may be terminated at any time without penalty on sixty (60) 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 and engage in other
business activities and may permit other fund clients and other corporations and
organizations to use the words "Eaton Vance" or "Boston Management and Research"
in their names. 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.
As indicated in the Prospectus, Eaton Vance serves as Administrator of the
Fund, but receives no compensation for providing administrative services to the
Fund. Under its agreement with the Fund, Eaton Vance has been engaged to
administer the Fund's affairs, subject to the supervision of the Trustees of the
Trust, and shall furnish for the use of the Fund office space and all necessary
office facilities, equipment and personnel for administering the affairs of the
Fund.
The Fund pays all of its own expenses including, without limitation, (i)
expenses of maintaining the Fund and continuing its existence, (ii) registration
of the Trust under the 1940 Act, (iii) commissions, fees and other expenses
connected with the purchase or sale of securities and other investments, (iv)
auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale, repurchase and redemption of
shares, (viii) expenses of registering and qualifying the Fund and its shares
under federal and state securities laws and of preparing and printing
prospectuses for such purposes and for distributing the same to shareholders and
investors, and fees and expenses of registering and maintaining registrations of
the Fund and of the Fund's principal underwriter, if any, as broker-dealer or
agent under state securities laws, (ix) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Fund
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation and expenses of Trustees of the Trust who are not members of the
Eaton Vance organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.
BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and EV are both
wholly-owned subsidiaries of EVC. BMR and Eaton Vance are both Massachusetts
business trusts, and EV is the trustee of BMR and Eaton Vance. The Directors of
EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner, James B. Hawkes
and Benjamin A. Rowland, Jr. The Directors of EVC consist of the same persons
and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman and Mr. Gardner
is president and chief executive officer of EVC, BMR, Eaton Vance and EV. All of
the issued and outstanding shares of Eaton Vance and EV are owned by EVC. All of
the issued and outstanding shares of BMR are owned by Eaton Vance. All shares of
the outstanding Voting Common Stock of EVC are deposited in a Voting Trust which
expires on December 31, 1996, the Voting Trustees of which are Messrs. Clay,
Brigham, Gardner, Hawkes and Rowland. The Voting Trustees have unrestricted
voting rights for the election of Directors of EVC. All of the outstanding
voting trust receipts issued under said Voting Trust are owned by certain of the
officers of BMR and Eaton Vance who are also officers and Directors of EVC and
EV. As of April 30, 1995, Messrs. Clay, Gardner and Hawkes each owned 24% of
such voting trust receipts, and Messrs. Rowland and Brigham owned 15% and 13%,
respectively, of such voting trust receipts. Messrs. Gardner, Hawkes and Otis
are officers or Trustees of the Trust and/or the Portfolio and are members of
the EVC, BMR, Eaton Vance and EV organizations. Messrs. Austin, Faust, Kiely,
Murphy, O'Connor and Terry and Ms. Sanders are officers or Trustees of the Trust
and the Portfolio and are also members of the BMR, Eaton Vance and EV
organizations. BMR will receive the fees paid under the Investment Advisory
Agreement.
Eaton Vance owns all of the stock of Energex Corporation, which is engaged
in oil and gas operations. EVC owns all of the stock of Marblehead Energy Corp.
(which is engaged in oil and gas operations) and 77.3% of the stock of Investors
Bank & Trust Company, custodian of the Fund and the Portfolio, which provides
custodial, trustee and other fiduciary services to investors, including
individuals, employee benefit plans, corporations, investment companies, savings
banks and other institutions. In addition, Eaton Vance owns all the stock of
Northeast Properties, Inc., which is engaged in real estate investment,
management and consulting. EVC owns all the stock of Fulcrum Management, Inc.
and MinVen, Inc., which are engaged in the development of precious metal
properties. EVC, BMR, Eaton Vance and EV may also enter into other businesses.
EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Fund and
the Portfolio, Investors Bank & Trust Company. It is Eaton Vance's opinion that
the terms and conditions of such transactions were not and will not be
influenced by existing or potential custodial or other relationships between the
Trust or the Portfolio and such banks.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), 24 Federal Street, Boston,
Massachusetts (a 77.3% owned subsidiary of EVC) acts as custodian for the Fund
and the Portfolio. IBT has the custody of all cash and securities representing
the Fund's interest in the Portfolio, has custody of all 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 Fund and
the Portfolio. IBT charges fees which are competitive within the industry. A
portion of the fee relates to custody, bookkeeping and valuation services and is
based upon a percentage of Fund and Portfolio net assets and a portion of the
fee relates to activity charges, primarily the number of portfolio transactions.
These fees are then reduced by a credit for cash balances of the particular
investment company at the custodian equal to 75% of the 91-day, U.S. Treasury
Bill auction rate applied to the particular investment company's average daily
collected balances for the week. In view of the ownership of EVC in IBT, the
Portfolio is treated as a self-custodian pursuant to Rule 17f-2 under the 1940
Act, and the Portfolio's investments held by IBT as custodian are thus subject
to the additional examinations by the Portfolio's independent certified public
accountants as called for by such Rule. For the fiscal year ended January 31,
1995, the Portfolio paid IBT $114,290. For the custody fees that the Fund paid
to IBT, see "Fees and Expenses" in Part II of this Statement of Additional
Information.
SERVICE FOR WITHDRAWAL
By a standard agreement, the Trust's Transfer Agent will send to the
shareholder regular monthly or quarterly payments of any permitted amount
designated by the shareholder (see "Eaton Vance Shareholder Services --
Withdrawal Plan" in Fund's current Prospectus) based upon the value of the
shares held. The checks will be drawn from share redemptions and hence are a
return of principal. Income dividends and capital gains distributions in
connection with withdrawal accounts will be credited at net asset value as of
the record date for each distribution. Continued withdrawals in excess of
current income will eventually use up principal, particularly in a period of
declining market prices.
To use this service, at least $5,000 in cash or shares at the public
offering price will have to be deposited with the Transfer Agent. The
maintenance of a withdrawal plan concurrently with purchases of additional Fund
shares would be disadvantageous if a sales charge is included in such purchases.
A shareholder may not have a withdrawal plan in effect at the same time he or
she has authorized Bank Automated Investing or is otherwise making regular
purchases of Fund shares. Either the shareholder, the Transfer Agent or the
Principal Underwriter will be able to terminate the withdrawal plan at any time
without penalty.
DETERMINATION OF NET ASSET VALUE
The net asset value of the Portfolio and of shares of the Fund is determined
by IBT (as agent and custodian for the Fund and the Portfolio) in the manner
described under "Valuing Fund Shares" in the Fund's current prospectus. 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, Presidents' Day, Good Friday (a New York Stock Exchange holiday), Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The value of equity securities listed on the New York or American Stock
Exchanges or listed on the NASDAQ National Market System are valued at closing
sale prices (or, lacking any closing sale price, the mean between the closing
bid and asked prices therefor). Equity securities not listed on either of said
Exchanges but on any other securities exchange shall be valued as if listed on
said Exchanges, provided the close of trading coincides. If the close of trading
on such securities exchange does not coincide with the close of trading on the
Exchange, the value shall be based on the latest available price data at the
time of determination of net asset value. Unlisted equity securities are valued
at the mean between the latest bid and asked prices in the over-the-counter
market. Obligations with a remaining maturity of 60 days or less are valued at
amortized cost. Debt securities (other than short-term obligations,
collateralized mortgage obligations and mortgage-backed "pass-through"
securities ) are valued at appraised market values furnished by a pricing
service. Collateralized mortgage obligations and mortgage-backed "pass-through"
securities are valued by the Investment Adviser using a matrix pricing system
which takes into account closing bond valuations, yield differentials,
anticipated prepayments and interest rates. Securities for which there are no
such quotations or valuations and all other assets are valued at fair value as
determined in good faith by or at the direction of the Trustees of the
Portfolio.
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.
INVESTMENT PERFORMANCE
The average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and distributions paid and
reinvested) for the stated period and, if necessary, annualizing the result. The
calculation assumes that all distributions are reinvested at net asset value on
the reinvestment dates during the period and either (i) the deduction of the
maximum sales charge from the initial $1,000 purchase order, or (ii) a complete
redemption of the investment and, if applicable, the deduction of a contingent
deferred sales charge at the end of the period. For information concerning the
total return of the Fund, see "Performance Information" in Part II of this
Statement of Additional Information.
The Fund's total return may be compared to the Consumer Price Index and
various domestic securities indices, for example: Standard & Poor's 400 Stock
Index, Standard & Poor's 500 Stock Index, Merrill Lynch U.S. Treasury (15-year
plus) Index, Lehman Brothers Government/Corporate Bond Index, and the Dow Jones
Industrial Average. 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.
Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data and performance studies
prepared by independent organizations, (e.g., Ibbotson Associates, Standard &
Poor's Ratings Group, Merrill Lynch, Pierce, Fenner & Smith, Inc., Bloomberg,
L.P., Dow Jones & Company, Inc., and The Federal Reserve Board) or included in
various publications (e.g., The Wall Street Journal, Barron's and The Decade:
Wealth of Investments in U.S. Stocks, Bonds, Bills & Inflation) reflecting the
investment performance or return achieved by various classes and types of
investments (e.g., common stocks, small company stocks, long-term corporate
bonds, long-term government bonds, intermediate-term government bonds, U.S.
Treasury bills) over various periods of time. This information may be used to
illustrate the benefits of long-term investments in a diversified portfolio of
common stocks and fixed-income securities. This diversification is commonly
referred to as "asset allocation."
The Portfolio's asset allocation on February 28, 1995 was:
PERCENT OF
NET ASSETS
----------
Equities 62.0%
Fixed-Income Securities 35.6
Money Market Instruments 2.4
-----
Total 100.00%
The Portfolio's 10 largest common stock holdings on February 28, 1995 were:
PERCENT OF
COMPANY NET ASSETS
------- ----------
Astra, AB 2.6%
Reuters Holdings, ADR 1.9
Loctite Corp. 1.9
Phillips Petroleum 1.8
Scott Paper Company 1.8
General RE 1.7
MGIC Investment Corp. 1.7
Willamette Industries 1.7
Exxon Corp. 1.7
Ryder System Inc. 1.7
-----
Total 18.5%
From time to time, evaluations of the Fund's performance made by independent
sources, (e.g., Lipper Analytical Services, Inc., CDA/Wiesenberger and
Morningstar, Inc.), may be used in advertisements and in information furnished
to present or prospective shareholders.
From time to time, information, 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. For example: After 10 years, the purchasing power of $25,000 would
shrink to $16,621, $14,968, $13,465 and $12,100, if the annual rates of
inflation during such period were 4%, 5%, 6% and 7%, respectively. (To calculate
the purchasing power, the value at the end of each year is reduced by the above
inflation rates for 10 consecutive years.)
Information used in advertisements and in materials furnished to present and
prospective shareholders may include statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds which may be employed
to meet specific financial goals, such as (1) funding retirement, (2) paying for
children's education, and (3) financially supporting aging parents. These three
financial goals may be referred to in such advertisements or materials as the
"Triple Squeeze."
For additional information on the Fund's investment performance, see
"Performance Information" in Part II of this Statement of Additional
Information.
TAXES
See "Distributions and Taxes" in the Fund's current Prospectus and
"Additional Tax Matters" in Part II of this Statement of Additional
Information.
Each series of the Trust is treated as a separate entity for Federal income
tax purposes. The Fund has elected or will elect to be treated 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 all of its net investment income
and net realized capital gains in accordance with the timing requirements
imposed by the Code, so as to avoid any Federal income or excise tax to the
Fund. Because the Fund invests its assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements in order for the Fund to satisfy them. The Portfolio will allocate
at least annually among its investors, including the Fund, the Portfolio's net
investment income, net realized capital gains, and any other items of income,
gain, loss, deduction or credit. The Portfolio will make allocations to the Fund
in accordance with the Code and applicable regulations and will make moneys
available for withdrawal at appropriate times and in sufficient amounts to
enable the Fund to satisfy the tax distribution requirements that apply to the
Fund and that must be satisfied in order to avoid Federal income and/or excise
tax on the Fund. For purposes of applying the requirements of the Code regarding
qualification as a RIC, the Fund will be deemed (i) to own its proportionate
share of each of the assets of the Portfolio and (ii) to be entitled to the
gross income of the Portfolio attributable to such share.
In order to avoid Federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year, at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income 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. Further, under current law, provided that the Fund qualifies
as a RIC for Federal tax purposes and the Portfolio is treated as a partnership
for Massachusetts and Federal tax purposes, neither the Fund nor the Portfolio
is liable for any income, corporate excise or franchise tax in the Commonwealth
of Massachusetts.
The Portfolio's investment in securities with original issue discount, if
any, such as zero coupon securities and payment-in-kind securities, or in any
securities acquired at a market discount if the Portfolio elects to include
market discount in income currently, will cause it to realize income prior to
the receipt of cash payments with respect to these securities. Such income will
be allocated daily to interests in the Portfolio and, in order to enable the
Fund to distribute its proportionate 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.
Investments in lower-rated or unrated securities may present special tax
issues for the Portfolio and hence for the Fund to the extent actual or
anticipated defaults may be more likely with respect to such securities. Tax
rules are not entirely clear about issues such as when the Portfolio may cease
to accrue interest, original issue discount, or market discount; when and to
what extent deductions may be taken for bad debts or worthless securities; how
payments received on obligations in default should be allocated between
principal and income; and whether exchanges of debt obligations in a workout
context are taxable.
Distributions by the Fund of net investment income, certain net foreign
exchange gains and the excess of net short-term capital gains over net long-term
capital losses earned by the Portfolio and allocated to the Fund by the
Portfolio are taxable to shareholders of the Fund as ordinary income whether
received in cash or in additional shares. Distributions of the excess of net
long-term capital gains over net short-term capital losses (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 of the Fund 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.
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.
Distributions eligible for the dividends-received deduction may give rise to or
increase an alternative minimum tax for corporations.
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, a loss realized on a redemption of Fund
shares may be disallowed under certain "wash sale" rules if other shares of the
Fund are acquired within a period beginning 30 days before and ending 30 days
after the date of such redemption. Any disallowed loss will result in an
adjustment to the shareholder's tax basis in some or all of the other shares
acquired.
The Portfolio may be subject to foreign withholding 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, so that
shareholders of the Fund 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 foreign exchange gains and losses
realized by the Portfolio and allocated to the Fund will be treated as ordinary
income and losses. Certain uses of foreign currency and 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.
Special tax rules apply to Individual Retirement Accounts ("IRAs") and to
other retirement plans and shareholders investing through 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 and
certain required certifications, as well as shareholders with respect to whom
the Fund has received notification from the Internal Revenue Service or a
broker, may be subject to "backup" withholding of Federal income tax from the
Fund's dividends and distributions and the proceeds of redemptions (including
repurchases and exchanges), at a rate of 31%. An individual's taxpayer
identification number is generally his or her social security number.
Non-resident alien individuals and certain foreign corporations and other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on the Fund's distributions from its ordinary income and the excess of
its net short-term capital gain over its net long-term capital loss, unless the
tax is reduced or eliminated by an applicable tax treaty. Distributions from the
excess of the Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of the Fund generally will not be subject to U.S. Federal
income taxation, provided that non-resident alien status has been certified by
the shareholder. Different U.S. tax consequences may result if the shareholder
is engaged in a trade or business in the United States, is present in the United
States for a sufficient period of time during a taxable year to be treated as a
U.S. resident, or fails to provide any required certifications regarding status
as a non-resident alien investor. Foreign shareholders should consult their tax
advisers regarding the U.S. and foreign tax consequences of an investment in the
Fund.
Distributions of the Fund may also be subject to state and local taxes. A
state tax exemption may be available in some states to the extent distributions
of the Fund are derived from interest on certain U.S. Government obligations.
Shareholders should consult their tax advisers with respect to state and local
tax consequences of investing in the Fund.
The foregoing discussion does not describe many of the 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
or foreign tax consequences of investing in the Fund.
PORTFOLIO SECURITY TRANSACTIONS
Decisions concerning the execution of portfolio security transactions of the
Portfolio, including the selection of the market and the broker-dealer firm, are
made by BMR. BMR is also responsible for the execution of transactions for all
other accounts managed by it.
BMR places the portfolio security transactions of the Portfolio and of all
other accounts managed by it for execution with many broker-dealer firms. BMR
uses its best efforts to obtain execution of portfolio security transactions at
prices which are advantageous to the Portfolio and (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, BMR will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the size and type of the transaction, the nature and
character of the market for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the general
execution and operational capabilities of the broker-dealer, the reputation,
reliability, experience and financial condition of the broker-dealer, the value
and quality of the services rendered by the broker-dealer in other transactions,
and the reasonableness of the commission, if any. Transactions on United States
stock exchanges and other agency transactions involve the payment by the
Portfolio of negotiated brokerage commissions. Such commissions vary among
different broker-dealer firms, and a particular broker-dealer may charge
different commissions according to such factors as the difficulty and size of
the transaction and the volume of business done with such broker-dealer.
Transactions in foreign securities usually involve the payment of fixed
brokerage commissions, which are generally higher than those in the United
States. There is generally no stated commission in the case of securities traded
in the over-the-counter markets, but the price paid or received by the Portfolio
usually includes an undisclosed dealer markup or markdown. In an underwritten
offering the price paid by the Portfolio includes a disclosed fixed commission
or discount retained by the underwriter or dealer. Although commissions paid on
portfolio security transactions will, in the judgment of BMR, be reasonable in
relation to the value of the services provided, commissions exceeding those
which another firm might charge may be paid to broker-dealers who were selected
to execute transactions on behalf of the Portfolio and BMR's other clients for
providing brokerage and research services to BMR.
As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio security 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 commission was reasonable
in relation to the value of the brokerage and research services provided. This
determination may be made on the basis of either that particular transaction or
on the basis of the overall responsibilities which 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 of the investment advisory industry for the advisers
of investment companies, institutions and other investors to receive research,
statistical and quotation services, data, information and other services,
products and materials which assist such advisers in the performance of their
investment responsibilities ("Research Services") from broker-dealer firms which
execute portfolio transactions for the clients of such advisers and from third
parties with which such broker-dealers have arrangements. Consistent with this
practice, BMR receives Research Services from many broker-dealer firms with
which BMR places the Portfolio transactions and from third parties with which
these broker-dealers have arrangements. These Research Services include such
matters as general economic and market reviews, industry and company reviews,
evaluations of securities and portfolio strategies and transactions 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 BMR in connection with
client accounts other than those accounts which pay commissions to such
broker-dealer. Any such Research Service may be broadly useful and of value to
BMR in rendering investment advisory services to all or a significant portion of
its clients, or may be relevant and useful for the management of only one
client's account or of a few clients' accounts, or may be useful for the
management of merely a segment of certain clients' accounts, regardless of
whether any such account or accounts paid commissions to the broker-dealer
through which such Research Service was obtained. The advisory fee paid by the
Portfolio is not reduced because BMR receives such Research Services. BMR
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which BMR
believes are useful or of value to it in rendering investment advisory services
to clients.
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 National Association of Securities Dealers,
Inc., which rule provides that no firm which is a member of the Association
shall favor or disfavor the distribution of shares of any particular investment
company or group of investment companies on the basis of brokerage commissions
received or expected by such firm from any source.
Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by BMR or its affiliates. BMR
will attempt to allocate equitably portfolio security transactions among the
Portfolio and the portfolios of its other investment accounts whenever decisions
are made to purchase or sell securities by the Portfolio and one or more of such
other accounts simultaneously. In making such allocations, the main factors to
be considered are the respective investment objectives of the Portfolio and such
other accounts, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment by the Portfolio
and such accounts, the size of investment commitments generally held by the
Portfolio and such accounts and the opinions of the persons responsible for
recommending investments to the Portfolio and such accounts. While this
procedure could have a detrimental effect on the price or amount of the
securities available to the Portfolio from time to time, it is the opinion of
the Trustees of the Trust and the Portfolio that the benefits available from the
BMR organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions. For the fiscal year ended January 31, 1995, the
Portfolio paid brokerage commissions of $99,462 on portfolio security
transactions, of which approximately $96,762 was paid in respect of portfolio
security transactions aggregating $52,313,396 to firms which provided some
Research Services to BMR or its affiliates. For the period from the start of
business, October 28, 1993, to the fiscal year ended January 31, 1994, the
Portfolio paid brokerage commissions of $64,202 on portfolio security
transactions, of which approximately $48,366 was paid in respect of portfolio
security transactions aggregating approximately $25,514,970 to firms which
provided some Research Services to BMR or its affiliates.
OTHER INFORMATION
Eaton Vance, pursuant to its agreement with the Trust, controls the use of
the words "Eaton Vance" in the Fund's name and may use the words "Eaton Vance"
in other connections and for other purposes.
The Trust is a Massachusetts business trust established in 1989. On
September 27, 1993, the Trust changed its name from Eaton Vance Investors Fund.
The Trust is the successor to Eaton Vance Investors Fund, Inc., a Massachusetts
corporation that was organized in 1936 as the successor to a Boston investment
trust that commenced its investment operations in 1932. The Trust has
continuously operated as an investment company since 1932.
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 Amended and Restated 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 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. In addition, the By-Laws of the Trust provide that no natural person
shall serve as a Trustee of the Trust after the holders of record of not less
than two-thirds of the outstanding shares have declared that he be removed from
office either by declaration in writing filed with the custodian of the assets
of the Trust or by votes cast in person or by proxy at a meeting called for the
purpose. The By-Laws also provide that the Trustees shall promptly call a
meeting of shareholders for the purpose of voting upon a question of removal of
a Trustee when requested to do so by the record holders of not less than 10 per
centum of the outstanding shares.
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 then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.
The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.
The right to redeem shares of the Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Securities and Exchange Commission
(the "Commission"), or during any emergency as determined by the Commission
which makes it impracticable for the Portfolio to dispose of its securities or
value its assets, or during any other period permitted by order of the
Commission for the protection of investors.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
02109, 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 Securities and Exchange
Commission.
For the financial statements of the Fund and the Portfolio, see "Financial
Statements" in Part II of this Statement of Additional Information.
STATEMENT OF ADDITIONAL INFORMATION
PART II
This Part II provides information about EV CLASSIC INVESTORS FUND. On
September 27, 1993, the Fund became a series of the Trust.
FEES AND EXPENSES
INVESTMENT ADVISER
To enhance the net income of the Fund, BMR voluntarily assumed $2,854 of the
Fund's expenses for the period from the start of business, November 2, 1993, to
the fiscal year ended January 31, 1994.
ADMINISTRATOR
As stated under "Investment Adviser and Administrator" in Part I of this
Statement of Additional Information, the Administrator receives no compensation
for providing administrative services to the Fund. For the fiscal year ended
January 31, 1995, $47,375 of the Fund's operating expenses were allocated to the
Administrator.
DISTRIBUTION PLAN
For the fiscal year ended January 31, 1995, the Fund accrued sales
commission payments under the Plan aggregating $15,342, of which $15,017 was
paid to the Principal Underwriter. The Principal Underwriter paid $14,814 as
sales commissions to Authorized Firms and the balance was retained by the
Principal Underwriter. As at January 31, 1995, the outstanding Uncovered
Distribution Charges of the Principal Underwriter calculated under the Plan
amounted to approximately $319,666 (which amount was equivalent to 15.42% of the
Fund's net assets on such day). For the fiscal year ended January 31, 1995, the
Fund accrued service fee payments under the Plan aggregating $5,114, of which
$4,928 was paid to the Principal Underwriter. The Principal Underwriter paid
$4,918 as service fee payments to Authorized Firms and the balance was retained
by the Principal Underwriter.
PRINCIPAL UNDERWRITER
For the fiscal year ended January 31, 1995, the Fund paid the Principal
Underwriter $105.00 for repurchase transactions handled by the Principal
Underwriter (being $2.50 for each such transaction).
CUSTODIAN
For the fiscal year ended January 31, 1995, the Fund paid IBT $10,731.
<TABLE>
<CAPTION>
TRUSTEES
The fees and expenses of those Trustees of the Trust and of the Portfolio who are not members of the Eaton
Vance organization (the noninterested Trustees) are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are members of the Eaton Vance
organization receive no compensation from the Fund or the Portfolio.) During the fiscal year ended January 31,
1995, the noninterested Trustees of the Trust and the Portfolio earned the following compensation in their
capacities as Trustees from the Fund and the Portfolio, and during the first quarter ended March 31, 1995, earned
the following compensation in their capacities as Trustees from the other funds in the Eaton Vance fund
complex<F1>:
AGGREGATE AGGREGATE RETIREMENT TOTAL COMPENSATION
COMPENSATION COMPENSATION BENEFIT ACCRUED FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FROM FUND COMPLEX FUND COMPLEX
---- ------------ -------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Donald R. Dwight $0 $637<F2> $ 8,750 $33,750
Samuel L. Hayes, III 0 638<F3> 24,885 41,250
Norton H. Reamer 0 640 --0-- 33,750
John L. Thorndike 0 665 --0-- 35,000
Jack L. Treynor 0 664 --0-- 35,000
<FN>
<F1>The Eaton Vance fund complex consists of 201 registered investment companies or series thereof.
<F2>Includes $211 of deferred compensation.
<F3>Includes $599 of deferred compensation.
</TABLE>
PERFORMANCE INFORMATION
The tables below indicate the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from November 2, 1993 through January 31,
1995 and for the one year period ended January 31, 1995.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT<F3>
VALUE OF
INVEST-
MENT AFTER
VALUE OF INVEST- DEDUCT- TOTAL RETURN BEFORE TOTAL RETURN AFTER
MENT BEFORE DE- ING THE DEDUCTING DEDUCTING
DUCTING THE CON- CONTINGENT THE CONTINGENT DEFERRED THE CONTINGENT DEFERRED
TINGENT DEFERRED DEFERRED SALES SALES CHARGE SALES CHARGE<F2>
INVESTMENT INVESTMENT AMOUNT OF SALES CHARGE CHARGE<F2> ------------------------- -------------------------
PERIOD DATE INVESTMENT ON 1/31/95 1/31/95 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ---------------- -------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund<F1> 11/2/93 $1,000 $986.28 $986.28 -1.37% -1.10% -1.37% -1.10%
1 Year Ended
1/31/95 1/31/94 $1,000 $942.90 $933.71 -5.71% -5.71% -6.63% -6.63%
<CAPTION>
PERCENTAGE CHANGES -- 11/2/93-1/31/95<F3>
NET ASSET VALUE TO NET ASSET VALUE NET ASSET VALUE TO NET ASSET VALUE
BEFORE DEDUCTING THE CONTINGENT DEFERRED AFTER DEDUCTING THE CONTINGENT DEFERRED
SALES CHARGE WITH ALL DISTRIBUTIONS REINVESTED SALES CHARGE<F2> WITH ALL DISTRIBUTIONS REINVESTED
FISCAL YEAR ---------------------------------------------- ------------------------------------------------
ENDED ANNUAL CUMULATIVE AVERAGE ANNUAL ANNUAL CUMULATIVE AVERAGE ANNUAL
- ----------- ------ ---------- -------------- ------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
1/31/94<F1> -- 4.60% -- -- 3.60% --
1/31/95 -5.71% -1.37% -1.10% -6.63% -1.37% -1.10%
Past performance is not indicative of future results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.
- ----------
<FN>
<F1> Investment operations began on November 2, 1993.
<F2> No contingent deferred sales charge is imposed on shares purchased more than one year prior to the redemption, shares acquired
through the reinvestment of distributions, or any appreciation in value of other shares in the account, and no such charge is
imposed on exchanges of Fund shares for shares of one or more other funds listed under "The Eaton Vance Exchange Privilege" in
the Prospectus.
<F3>If a portion of the Fund's expenses had not been subsidized, the Fund would have had lower returns.
</TABLE>
PRINCIPAL UNDERWRITER
Under the Distribution Agreement the Principal Underwriter acts as principal
in selling shares of the Fund. The expenses of printing copies of prospectuses
used to offer shares to financial service firms ("Authorized Firms") or
investors and other selling literature and of advertising is borne by the
Principal Underwriter. The fees and expenses of qualifying and registering and
maintaining qualifications and registrations of the Fund and its shares under
Federal and state securities laws is borne by the Fund. In addition, the Fund
makes payments to the Principal Underwriter pursuant to its Distribution Plan as
described in the Fund's current prospectus; the provisions of the Fund's
Distribution Plan relating to such payments are included in the Distribution
Agreement. The Distribution Agreement is renewable annually by the Trust's Board
of Trustees (including a majority of its Trustees who are not interested persons
of the Trust and who have no direct or indirect financial interest in the
operation of the Fund's Distribution Plan or the Distribution Agreement), may be
terminated on sixty days' notice either by such Trustees or by vote of a
majority of the outstanding voting securities of the Fund or on six months'
notice by the Principal Underwriter and is automatically terminated upon
assignment. The Principal Underwriter distributes Fund shares on a "best
efforts" basis under which it is required to take and pay for only such shares
as may be sold.
The Fund has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Fund will exceed
the amounts paid therefor by the Fund. For the amount paid by the Fund to the
Principal Underwriter for acting as repurchase agent, see "Fees and Expenses" in
this Part II.
DISTRIBUTION PLAN
The Distribution Plan ("the Plan") is described in the prospectus and is
designed to meet the requirements of Rule 12b-1 under the 1940 Act and the sales
charge rule of the National Association of Securities Dealers, Inc. (the "NASD
Rule"). The purpose of the Plan is to compensate the Principal Underwriter for
its distribution services and facilities provided to the Fund by paying the
Principal Underwriter sales commissions and a separate distribution fee in
connection with sales of Fund shares. The following supplements the discussion
of the Plan contained in the Fund's Prospectus.
The amount payable to the Principal Underwriter pursuant to the Plan as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the Fund and will accordingly reduce the Fund's
net assets upon such accrual, all in accordance with generally accepted
accounting principles. The amount payable on each day is limited to 1/365 of
.75% of the Fund's net assets on such day. The level of the Fund's net assets
changes each day and depends upon the amount of sales and redemptions of Fund
shares, the changes in the value of the investments held by the Portfolio, the
expenses of the Fund and the Portfolio accrued and allocated to the Fund on such
day, income on portfolio investments of the Portfolio accrued and allocated to
the Fund on such day, and any dividends and distributions declared on Fund
shares. The Fund does not accrue possible future payments as a liability of the
Fund or reduce the Fund's current net assets in respect of unknown amounts which
may become payable under the Plan in the future because the standards for
accrual of a liability under such accounting principles have not been satisfied.
The Plan provides that the Fund will receive all contingent deferred sales
charges and will make no payments to the Principal Underwriter in respect of any
day on which there are no outstanding Uncovered Distribution Charges of the
Principal Underwriter. Contingent deferred sales charges and accrued amounts
will be paid by the Fund to the Principal Underwriter whenever there exist
Uncovered Distribution Charges under the Fund's Plan.
Periods with a high level of sales of Fund shares accompanied by a low level
of early redemptions of Fund shares resulting in the imposition of contingent
deferred sales charges will tend to increase the time during which there will
exist Uncovered Distribution Charges of the Principal Underwriter. Conversely,
periods with a low level of sales of Fund shares accompanied by a high level of
early redemptions of Fund shares resulting in the imposition of contingent
deferred sales charges will tend to reduce the time during which there will
exist Uncovered Distribution Charges of the Principal Underwriter.
In calculating daily the amount of Uncovered Distribution Charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Fund to the Principal Underwriter and contingent deferred
sales charges theretofore paid or payable to the Principal Underwriter will be
subtracted from such distribution charges; if the result of such subtraction is
positive, a distribution fee (computed at 1% over the prime rate then reported
in The Wall Street Journal) will be computed on such amount and added thereto,
with the resulting sum constituting the amount of outstanding Uncovered
Distribution Charges with respect to such day. The amount of outstanding
Uncovered Distribution Charges of the Principal Underwriter calculated on any
day does not constitute a liability recorded on the financial statements of the
Fund.
The amount of Uncovered Distribution Charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of Fund shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of Fund shares upon which
a contingent deferred sales charge will be imposed, the level and timing of
redemptions of Fund shares upon which no contingent deferred sales charge will
be imposed (including redemptions involving exchanges of Fund shares for shares
of another fund in the Eaton Vance Classic Group of Funds which result in a
reduction of Uncovered Distribution Charges), changes in the level of the net
assets of the Fund, and changes in the interest rate used in the calculation of
the distribution fee under the Plan. (For shares sold prior to January 30, 1995,
Plan payments are as follows: the Principal Underwriter pays monthly sales
commissions and service fee payments to Authorized Firms equivalent to
approximately .75% and .25%, respectively, annualized, of the assets maintained
in the Fund by their customers beginning at the time of sale. No payments were
made at the time of sale and there is no contingent deferred sales charge.)
As currently implemented by the Trustees, the Plan authorizes payments of
sales commissions, distribution fees and service fees to the Principal
Underwriter which may be equivalent, on an aggregate basis during any fiscal
year of the Fund, to 1% of the Fund's average daily net assets for such year.
For the sales commission and service fee payments made by the Fund and the
outstanding Uncovered Distribution Charges of the Principal Underwriter, see
"Fees and Expenses -- Distribution Plan" in this Part II. The Fund believes that
the combined rate of all these payments may be higher than the rate of payments
made under distribution plans adopted by other investment companies pursuant to
Rule 12b-1. Although the Principal Underwriter will use its own funds (which may
be borrowed from banks) to pay sales commissions and service fees at the time of
sale, it is anticipated that the Eaton Vance organization will profit by reason
of the operation of the Plan through an increase in the Fund's assets (thereby
increasing the advisory fee payable to BMR by the Portfolio) resulting from sale
of Fund shares and through the amounts paid to the Principal Underwriter,
including contingent deferred sales charges, pursuant to the Plan. The Eaton
Vance organization may be considered to have realized a profit under the Plan if
at any point in time the aggregate amounts theretofore received by the Principal
Underwriter pursuant to the Plan and from contingent deferred sales charges have
exceeded the total expenses theretofore incurred by such organization in
distributing shares of the Fund. Total expenses for this purpose will include an
allocable portion of the overhead costs of such organization and its branch
offices, which costs will include without limitation leasing expense,
depreciation of building and equipment, utilities, communication and postage
expense, compensation and benefits of personnel, travel and promotional expense,
stationery and supplies, literature and sales aids, interest expense, data
processing fees, consulting and temporary help costs, insurance, taxes other
than income taxes, legal and auditing expense and other miscellaneous overhead
items. Overhead is calculated and allocated for such purpose by the Eaton Vance
organization in a manner deemed equitable to the Fund.
The Plan continues in effect through and including April 28, 1996, and shall
continue in effect indefinitely thereafter for so long as such continuance is
approved at least annually by the vote of both a majority of (i) the Trustees of
the Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Rule 12b-1 Trustees") and (ii) all of the Trustees
then in office, and the Distribution Agreement contains a similar provision. The
Plan and Distribution Agreement may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or by a vote of a majority of the
outstanding voting securities of the Fund. The provisions of the Plan relating
to payments of sales commissions and distribution fees to the Principal
Underwriter are also included in the Distribution Agreement between the Trust on
behalf of the Fund and the Principal Underwriter. Pursuant to Rule 12b-1, the
Plan has been approved by the Fund's initial sole shareholder (Eaton Vance) and
by the Board of Trustees of the Trust, including the Rule 12b-1 Trustees. Under
the Plan, the President or a Vice President of the Trust shall provide to the
Trustees for their review, and the Trustees shall review at least quarterly, a
written report of the amount expended under the Plan and the purposes for which
such expenditures were made. The Plan may not be amended to increase materially
the payments described therein without approval of the shareholders of the Fund,
and all material amendments of the Plan must also be approved by the Trustees as
required by Rule 12b-1. So long as the Plan is in effect, the selection and
nomination of Trustees who are not interested persons of the Trust shall be
committed to the discretion of the Trustees who are not such interested persons.
The Trustees believe that the Plan will be a significant factor in the
expected growth of the Fund's assets, and will result in increased investment
flexibility and advantages which will benefit the Fund and its shareholders.
Payments for sales commissions and distribution fees made to the Principal
Underwriter under the Plan will compensate the Principal Underwriter for its
services and expenses in distributing shares of the Fund. Service fee payments
made to the Principal Underwriter and Authorized Firms under the Plan provide
incentives to provide continuing personal services to investors and the
maintenance of shareholder accounts. By providing incentives to the Principal
Underwriter and Authorized Firms, the Plan is expected to result in the
maintenance of, and possible future growth in, the assets of the Fund. Based on
the foregoing and other relevant factors, the Trustees have determined that in
their judgment there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.
ADDITIONAL TAX MATTERS
The Fund qualified as a RIC under the Code for its taxable year ended
January 31, 1995 (see Notes to Financial Statements).
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 28, 1995, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
April 28, 1995, the following shareholders held of record the percentage of
outstanding shares of the Fund indicated after their names: Frontier Trust Co.
FBO D&F Corporation 401K Savings and Retirement Plan, c/o The Barclay Group,
Ambler, PA 19002 (11.8%); Frontier Trust Co. Custodian FBO O'Conner Davies & Co.
401K Savings & Retirement Plan, c/o The Barclay Group, Ambler, PA 19002 (7.4%);
and Thomas Campoli & John P. Campoli, Trustees, Campoli & Curley PC Profit
Sharing Trust U/A dtd 10/1/85, Pittsfield, MA 01202 (5.6%). To the knowledge of
the Trust, no other person owned of record or beneficially 5% or more of the
Fund's outstanding shares on such date.
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio contained in the Fund's shareholder report for the
fiscal year ended January 31, 1995 as previously filed electronically with the
Securities and Exchange Commission (Accession Number: 0000950156-95-000182).
<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV CLASSIC
INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
EV CLASSIC INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
C-IFSAI
[Logo]
EV Classic
Investors
Fund
Statement of
Additional
Information
June 1, 1995
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART II
This Part II provides information about EV MARATHON INVESTORS FUND. On
September 27, 1993, the Fund became a series of the Trust.
FEES AND EXPENSES
INVESTMENT ADVISER
To enhance the net income of the Fund, BMR voluntarily assumed $3,015 of the
Fund's expenses for the period from the start of business, November 2, 1993, to
the fiscal year ended January 31, 1994.
DISTRIBUTION PLAN
For the fiscal year ended January 31, 1995, the Fund paid sales commissions
under the Plan aggregating $64,624, which amount was used by the Principal
Underwriter to partially defray sales commissions aggregating $278,071 paid
during such period by the Principal Underwriter to Authorized Firms on sales of
Fund shares. During such period, contingent deferred sales charges aggregating
approximately $63,911 were imposed on early redeeming shareholders and paid to
the Principal Underwriter, which amount was used by the Principal Underwriter to
partially defray such sales commissions. As at January 31, 1995, the outstanding
Uncovered Distribution Charges of the Principal Underwriter calculated under the
Plan amounted to approximately $603,844 (which amount was equivalent to 4.2% of
the Fund's net assets on such day). For the fiscal year ended January 31, 1995,
the Fund did not pay or accrue any service fees under the Plan. The Fund began
accruing for its service fee payments in the quarter ending June 30, 1995.
PRINCIPAL UNDERWRITER
For the fiscal year ended January 31, 1995, the Fund paid the Principal
Underwriter $215.00 for repurchase transactions handled by the Principal
Underwriter (being $2.50 for each such transaction).
CUSTODIAN
For the fiscal year ended January 31, 1995, the Fund paid IBT $10,691.
<TABLE>
<CAPTION>
TRUSTEES
The fees and expenses of those Trustees of the Trust and of the Portfolio who are not members of the Eaton Vance organization
(the noninterested Trustees) are paid by the Fund (and the other series of the Trust) and the Portfolio, respectively. (The
Trustees of the Trust and the Portfolio who are members of the Eaton Vance organization receive no compensation from the Fund or
the Portfolio.) During the fiscal year ended January 31, 1995, the noninterested Trustees of the Trust and the Portfolio earned
the following compensation in their capacities as Trustees from the Fund and the Portfolio, and during the first quarter ended
March 31, 1995, earned the following compensation in their capacities as Trustees from the other funds in the Eaton Vance fund
complex<F1>:
AGGREGATE AGGREGATE RETIREMENT TOTAL COMPENSATION
COMPENSATION COMPENSATION BENEFIT ACCRUED FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FROM FUND COMPLEX FUND COMPLEX
---- ------------ -------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Donald R. Dwight $8 $637<F2> $ 8,750 $33,750
Samuel L. Hayes, III 8 638<F3> 24,885 41,250
Norton H. Reamer 8 640 --0-- 33,750
John L. Thorndike 8 665 --0-- 35,000
Jack L. Treynor 8 664 --0-- 35,000
<FN>
<F1> The Eaton Vance fund complex consists of 201 registered investment companies or series thereof.
<F2> Includes $211 of deferred compensation.
<F3> Includes $599 of deferred compensation.
</TABLE>
PERFORMANCE INFORMATION
The tables below indicate the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from November 2, 1993 through January 31,
1995 and for the one year period ended January 31, 1995.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF
INVEST-
MENT AFTER
VALUE OF INVEST- DEDUCT-
MENT BEFORE DE- ING THE TOTAL RETURN BEFORE TOTAL RETURN AFTER
DUCTING THE CON- CONTINGENT THE CONTINGENT DEFERRED THE CONTINGENT DEFERRED
TINGENT DEFERRED DEFERRED SALES SALES CHARGE SALES CHARGE<F2>
INVESTMENT INVESTMENT AMOUNT OF SALES CHARGE CHARGE<F2> ----------------------- -----------------------
PERIOD DATE INVESTMENT ON 1/31/95 1/31/95 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ---------------- -------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund<F1> 11/2/93 $1,000 $981.47<F3> $933.77<F3> -1.85%<F3> -1.49%<F3> - 6.62%<F3> - 5.35%<F3>
1 Year Ended
1/31/95 1/31/94 $1,000 $944.60 $898.69 -5.54% -5.54% -10.13% -10.13%
<CAPTION>
PERCENTAGE CHANGES -- 11/2/93-1/31/95
NET ASSET VALUE TO NET ASSET VALUE NET ASSET VALUE TO NET ASSET VALUE
BEFORE DEDUCTING THE CONTINGENT DEFERRED AFTER DEDUCTING THE CONTINGENT DEFERRED
SALES CHARGE WITH ALL DISTRIBUTIONS REINVESTED SALES CHARGE<F2> WITH ALL DISTRIBUTIONS REINVESTED
---------------------------------------------- --------------------------------------------------
FISCAL YEAR ENDED ANNUAL CUMULATIVE AVERAGE ANNUAL ANNUAL CUMULATIVE AVERAGE ANNUAL
- ----------------- ------ ---------- -------------- ------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
1/31/94<F1> -- 3.90%<F3> -- -- -1.10%<F3> --
1/31/95 -5.54% -1.85% -1.49% -10.13% -6.62% -5.35%
Past performance is not indicative of future results. Investment return and principal value will fluctuate; shares, when redeemed,
may be worth more or less than their original cost.
- ----------
<FN>
<F1> Investment operations began on November 2, 1993.
<F2> No contingent deferred sales charge is imposed on shares purchased more than six years prior to the redemption, shares
acquired through the reinvestment of distributions, or any appreciation in value of other shares in the account, and no such
charge is imposed on exchanges of Fund shares for shares of one or more other funds listed under "The Eaton Vance Exchange
Privilege" in the Prospectus.
<F3> If a portion of the Fund's expenses had not been subsidized, the Fund would have had lower returns.
</TABLE>
PRINCIPAL UNDERWRITER
Under the Distribution Agreement the Principal Underwriter acts as principal
in selling shares of the Fund. The expenses of printing copies of prospectuses
used to offer shares to financial service firms ("Authorized Firms") or
investors and other selling literature and of advertising is borne by the
Principal Underwriter. The fees and expenses of qualifying and registering and
maintaining qualifications and registrations of the Fund and its shares under
Federal and state securities laws is borne by the Fund. In addition, the Fund
makes payments to the Principal Underwriter pursuant to its Distribution Plan as
described in the Fund's current prospectus; the provisions of the Fund's
Distribution Plan relating to such payments are included in the Distribution
Agreement. The Distribution Agreement is renewable annually by the Trust's Board
of Trustees (including a majority of its Trustees who are not interested persons
of the Trust and who have no direct or indirect financial interest in the
operation of the Fund's Distribution Plan or the Distribution Agreement), may be
terminated on sixty days' notice either by such Trustees or by vote of a
majority of the outstanding voting securities of the Fund or on six months'
notice by the Principal Underwriter and is automatically terminated upon
assignment. The Principal Underwriter distributes Fund shares on a "best
efforts" basis under which it is required to take and pay for only such shares
as may be sold.
The Fund has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Fund will exceed
the amounts paid therefor by the Fund. For the amount paid by the Fund to the
Principal Underwriter for acting as repurchase agent, see "Fees and Expenses" in
this Part II.
DISTRIBUTION PLAN
The Distribution Plan ("the Plan") is described in the Prospectus and is
designed to meet the requirements of Rule 12b-1 under the 1940 Act and the sales
charge rule of the National Association of Securities Dealers, Inc. (the "NASD
Rule"). The purpose of the Plan is to compensate the Principal Underwriter for
its distribution services and facilities provided to the Fund by paying the
Principal Underwriter sales commissions and a separate distribution fee in
connection with sales of Fund shares. The following supplements the discussion
of the Plan contained in the Fund's Prospectus.
The amount payable to the Principal Underwriter pursuant to the Plan as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the Fund and will accordingly reduce the Fund's
net assets upon such accrual, all in accordance with generally accepted
accounting principles. The amount payable on each day is limited to 1/365 of
.75% of the Fund's net assets on such day. The level of the Fund's net assets
changes each day and depends upon the amount of sales and redemptions of Fund
shares, the changes in the value of the investments held by the Portfolio, the
expenses of the Fund and the Portfolio accrued and allocated to the Fund on such
day, income on portfolio investments of the Portfolio accrued and allocated to
the Fund on such day, and any dividends and distributions declared on Fund
shares. The Fund does not accrue possible future payments as a liability of the
Fund or reduce the Fund's current net assets in respect of unknown amounts which
may become payable under the Plan in the future because the standards for
accrual of a liability under such accounting principles have not been satisfied.
The Plan provides that the Fund will receive all contingent deferred sales
charges and will make no payments to the Principal Underwriter in respect of any
day on which there are no outstanding Uncovered Distribution Charges of the
Principal Underwriter. Contingent deferred sales charges and accrued amounts
will be paid by the Fund to the Principal Underwriter whenever there exist
Uncovered Distribution Charges under the Fund's Plan.
Periods with a high level of sales of Fund shares accompanied by a low level
of early redemptions of Fund shares resulting in the imposition of contingent
deferred sales charges will tend to increase the time during which there will
exist Uncovered Distribution Charges of the Principal Underwriter. Conversely,
periods with a low level of sales of Fund shares accompanied by a high level of
early redemptions of Fund shares resulting in the imposition of contingent
deferred sales charges will tend to reduce the time during which there will
exist Uncovered Distribution Charges of the Principal Underwriter.
In calculating daily the amount of Uncovered Distribution Charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Fund to the Principal Underwriter and contingent deferred
sales charges theretofore paid or payable to the Principal Underwriter will be
subtracted from such distribution charges; if the result of such subtraction is
positive, a distribution fee (computed at 1% over the prime rate then reported
in The Wall Street Journal) will be computed on such amount and added thereto,
with the resulting sum constituting the amount of outstanding Uncovered
Distribution Charges with respect to such day. The amount of outstanding
Uncovered Distribution Charges of the Principal Underwriter calculated on any
day does not constitute a liability recorded on the financial statements of the
Fund.
The amount of Uncovered Distribution Charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of Fund shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of Fund shares upon which
a contingent deferred sales charge will be imposed, the level and timing of
redemptions of Fund shares upon which no contingent deferred sales charge will
be imposed (including redemptions involving exchanges of Fund shares for shares
of another fund in the Eaton Vance Marathon Group of Funds which result in a
reduction of uncovered distribution charges), changes in the level of the net
assets of the Fund, and changes in the interest rate used in the calculation of
the distribution fee under the Plan.
As currently implemented by the Trustees, the Plan authorizes payments of
sales commissions and distribution fees to the Principal Underwriter and service
fees to the Principal Underwriter and Authorized Firms which may be equivalent,
on an aggregate basis during any fiscal year of the Fund, to 1% of the Fund's
average daily net assets for such year. For the sales commissions and service
fee payments made by the Fund and the outstanding Uncovered Distribution Charges
of the Principal Underwriter, see "Fees and Expenses -- Distribution Plan" in
this Part II. The Fund believes that the combined rate of all these payments may
be higher than the rate of payments made under distribution plans adopted by
other investment companies pursuant to Rule 12b- 1. Although the Principal
Underwriter will use its own funds (which may be borrowed from banks) to pay
sales commissions at the time of sale, it is anticipated that the Eaton Vance
organization will profit by reason of the operation of the Plan through an
increase in the Fund's assets (thereby increasing the advisory fee payable to
BMR by the Portfolio) resulting from sale of Fund shares and through the amounts
paid to the Principal Underwriter, including contingent deferred sales charges,
pursuant to the Plan. The Eaton Vance organization may be considered to have
realized a profit under the Plan if at any point in time the aggregate amounts
theretofore received by the Principal Underwriter pursuant to the Plan and from
contingent deferred sales charges have exceeded the total expenses theretofore
incurred by such organization in distributing shares of the Fund. Total expenses
for this purpose will include an allocable portion of the overhead costs of such
organization and its branch offices, which costs will include without limitation
leasing expense, depreciation of building and equipment, utilities,
communication and postage expense, compensation and benefits of personnel,
travel and promotional expense, stationery and supplies, literature and sales
aids, interest expense, data processing fees, consulting and temporary help
costs, insurance, taxes other than income taxes, legal and auditing expense and
other miscellaneous overhead items. Overhead is calculated and allocated for
such purpose by the Eaton Vance organization in a manner deemed equitable to the
Fund.
The Plan continues in effect through and including April 28, 1996, and shall
continue in effect indefinitely thereafter for so long as such continuance is
approved at least annually by the vote of both a majority of (i) the Trustees of
the Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Rule 12b-1 Trustees") and (ii) all of the Trustees
then in office, and the Distribution Agreement contains a similar provision. The
Plan and Distribution Agreement may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or by a vote of a majority of the
outstanding voting securities of the Fund. The provisions of the Plan relating
to payments of sales commissions and distribution fees to the Principal
Underwriter are also included in the Distribution Agreement between the Trust on
behalf of the Fund and the Principal Underwriter. Pursuant to Rule 12b-1, the
Plan has been approved by the Fund's initial sole shareholder (Eaton Vance) and
by the Board of Trustees of the Trust, including the Rule 12b-1 Trustees. Under
the Plan, the President or a Vice President of the Trust shall provide to the
Trustees for their review, and the Trustees shall review at least quarterly, a
written report of the amount expended under the Plan and the purposes for which
such expenditures were made. The Plan may not be amended to increase materially
the payments described therein without approval of the shareholders of the Fund,
and all material amendments of the Plan must also be approved by the Trustees as
required by Rule 12b-1. So long as the Plan is in effect, the selection and
nomination of Trustees who are not interested persons of the Trust shall be
committed to the discretion of the Trustees who are not such interested persons.
The Trustees believe that the Plan will be a significant factor in the
expected growth of the Fund's assets, and will result in increased investment
flexibility and advantages which will benefit the Fund and its shareholders.
Payments for sales commissions and distribution fees made to the Principal
Underwriter under the Plan will compensate the Principal Underwriter for its
services and expenses in distributing shares of the Fund. Service fee payments
made to the Principal Underwriter and Authorized Firms under the Plan provide
incentives to provide continuing personal services to investors and the
maintenance of shareholder accounts. By providing incentives to the Principal
Underwriter and Authorized Firms, the Plan is expected to result in the
maintenance of, and possible future growth in, the assets of the Fund. Based on
the foregoing and other relevant factors, the Trustees have determined that in
their judgment there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.
ADDITIONAL TAX MATTERS
The Fund qualified as a RIC under the Code for its taxable year ended
January 31, 1995 (See Notes to Financial Statements).
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 28, 1995, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
April 28, 1995, Merrill Lynch, Pierce, Fenner & Smith, Inc., New Brunswick, NJ
was the record owner of approximately 12.55% of the outstanding shares which
were held on behalf of its customers who are the beneficial owners of such
shares, and as to which it had voting power under certain limited circumstances.
To the knowledge of the Trust, no other person owned of record or beneficially
5% or more of the Fund's outstanding shares on such date.
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio contained in the Fund's shareholder report for the
fiscal year ended January 31, 1995 as previously filed electronically with the
Securities and Exchange Commission (Accession Number: 0000950156-95-000184).
<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV MARATHON INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand
One Post Office Square
Boston, MA 02109
EV MARATHON INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
M-IFSAI
EV MARATHON
INVESTORS
FUND
STATEMENT OF
ADDITIONAL
INFORMATION
JUNE 1, 1995
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART II
This Part II provides information about EV TRADITIONAL INVESTORS FUND. On
September 27, 1993, the Fund became a series of the Trust and its name was
changed from Eaton Vance Investors Fund to EV Traditional Investors Fund.
FEES AND EXPENSES
INVESTMENT ADVISER
Prior to the close of business on October 27, 1993 (when the Fund
transferred its assets to the Portfolio in exchange for an interest in the
Portfolio), the Fund retained Eaton Vance as its investment adviser. For the
period from February 1, 1993, to the close of business October 27, 1993, the
Fund paid Eaton Vance advisory fees of $995,730 (equivalent to 0.625%
(annualized) of the Fund's average net assets for such period). For the fiscal
year ended January 31, 1993, the Fund paid Eaton Vance advisory fees of
$1,308,553.
SERVICE PLAN
For the fiscal year ended January 31, 1995, the Fund made service fee
payments under the Plan to the Principal Underwriter aggregating $112,588, of
which $82,393 was paid to Authorized Firms and the balance was retained by the
Principal Underwriter.
PRINCIPAL UNDERWRITER
For the fiscal year ended January 31, 1995, the Fund paid the Principal
Underwriter $1,247.50 for repurchase transactions handled by the Principal
Underwriter (being $2.50 for each such transaction).
The total sales charges for sales of shares of the Fund during the fiscal
years ended January 31, 1995, 1994 and 1993, were $83,722, $173,052 and
$154,718, respectively, of which $13,173, $25,871 and $24,300, respectively, was
received by the Principal Underwriter. For the fiscal years ended January 31,
1995, 1994 and 1993, Authorized Firms received $70,549, $147,180 and
$130,418, respectively, from total sales charges.
CUSTODIAN
For the fiscal year ended January 31, 1995, the Fund paid IBT $15,287.
BROKERAGE
During the period from February 1, 1993, to October 27, 1993, the Fund paid
brokerage commissions of $139,448 on portfolio security transactions, of which
approximately $118,975 was paid in respect of portfolio security transactions
aggregating approximately $78,305,957 to firms which provided some Research
Services to Eaton Vance (although many of such firms may have been selected in
any particular transaction primarily because of their execution capabilities).
During the fiscal year ended January 31, 1993, the Fund paid brokerage
commissions of $85,826 on portfolio security transactions.
<TABLE>
<CAPTION>
TRUSTEES
The fees and expenses of those Trustees of the Trust and of the Portfolio who are not members of the Eaton Vance organization
(the noninterested Trustees) are paid by the Fund (and the other series of the Trust) and the Portfolio, respectively. (The
Trustees of the Trust and the Portfolio who are members of the Eaton Vance organization receive no compensation from the Fund or
the Portfolio.) During the fiscal year ended January 31, 1995, the noninterested Trustees of the Trust and the Portfolio earned
the following compensation in their capacities as Trustees from the Fund and the Portfolio, and during the first quarter ended
March 31, 1995, earned the following compensation in their capacities as Trustees from the other funds in the Eaton Vance fund
complex<F1>:
AGGREGATE AGGREGATE RETIREMENT TOTAL COMPENSATION
COMPENSATION COMPENSATION BENEFIT ACCRUED FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FROM FUND COMPLEX FUND COMPLEX
---- ------------ -------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Donald R. Dwight $165 $637<F2> $ 8,750 $33,750
Samuel L. Hayes, III 164 638<F3> 24,885 41,250
Norton H. Reamer 156 640 --0-- 33,750
John L. Thorndike 158 665 --0-- 35,000
Jack L. Treynor 168 664 --0-- 35,000
<FN>
<F1> The Eaton Vance fund complex consists of 201 registered investment companies or series thereof.
<F2> Includes $211 of deferred compensation.
<F3> Includes $599 of deferred compensation.
</TABLE>
PERFORMANCE INFORMATION
The tables below indicate the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the ten, five and one year periods ended January 31, 1995.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT
TOTAL RETURN TOTAL RETURN
VALUE OF EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
INVESTMENT INVESTMENT AMOUNT OF INVESTMENT -------------------------- -------------------------
PERIOD DATE INVESTMENT<F1> ON 1/31/95 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years ended
1/31/95 1/31/85 $952.44 $2,515.37 164.10% 10.20% 151.55% 9.66%
5 Years ended
1/31/95 1/31/90 $952.25 $1,434.68 50.66% 8.54% 43.51% 7.49%
1 Year ended
1/31/95 1/31/94 $952.38 $ 909.97 -4.45% -4.45% -8.99% -8.99%
- ----------
<FN>
<F1> Initial investment less current maximum sales charge of 4.75%
<CAPTION>
PERCENTAGE CHANGES JANUARY 31, 1985 -- JANUARY 31, 1995
NET ASSET VALUE TO NET ASSET VALUE MAXIMUM OFFERING PRICE TO NET ASSET VALUE
FISCAL WITH ALL DISTRIBUTIONS REINVESTED WITH ALL DISTRIBUTIONS REINVESTED
YEAR ---------------------------------------------------- -------------------------------------------------
ENDED ANNUAL CUMULATIVE AVERAGE ANNUAL ANNUAL CUMULATIVE AVERAGE ANNUAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1/31/86 19.09% 19.09% 19.09% 13.43% 13.43% 13.43%
1/31/87 18.17 40.73 18.63 12.56 34.04 15.78
1/31/88 -0.39 40.19 11.92 -5.12 33.53 10.12
1/31/89 13.40 58.97 12.29 8.01 51.42 10.93
1/31/90 10.27 75.29 11.88 5.03 66.97 10.80
1/31/91 7.78 88.94 11.19 2.66 79.96 10.29
1/31/92 16.26 119.66 11.90 10.74 109.22 11.12
1/31/93 9.30 140.09 11.57 4.11 128.68 10.89
1/31/94 15.13 176.41 11.96 9.66 163.28 11.36
1/31/95 -4.45 164.10 10.20 -8.99 151.55 9.66
</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.
SERVICES FOR ACCUMULATION
The following services are voluntary, involve no extra charge, other than
the sales charge included in the offering price, and may be changed or
discontinued without penalty at any time.
Intended Quantity Investment--Statement of Intention. If it is anticipated that
$100,000 or more of Fund shares and shares of the other continuously offered
open-end funds listed under "The Eaton Vance Exchange Privilege" in the current
Prospectus of the Fund will be purchased within a 13-month period, a Statement
of Intention should be signed so that shares may be obtained at the same reduced
sales charge as though the total quantity were invested in one lump sum. Shares
held under Right of Accumulation (see below) as of the date of the Statement
will be included toward the completion of the Statement. The Statement
authorizes the Transfer Agent to hold in escrow sufficient shares (5% of the
dollar amount specified in the Statement) which can be redeemed to make up any
difference in sales charge on the amount intended to be invested and the amount
actually invested. Execution of a Statement does not obligate the shareholder to
purchase or the Fund to sell the full amount indicated in the Statement, and
should the amount actually purchased during the 13-month period be more or less
than that indicated on the Statement, price adjustments will be made. For sales
charges and other information on quantity purchases, see "How to Buy Fund
Shares" in the Fund's current Prospectus. Any investor considering signing a
Statement of Intention should read it carefully.
Right of Accumulation--Cumulative Quantity Discount. The applicable sales charge
level for the purchase of Fund shares is calculated by taking the dollar amount
of the current purchase and adding it to the value (calculated at the maximum
current offering price) of the shares the shareholder owns in his or her
account(s) in the Fund and in the other continuously offered open-end funds
listed under "The Eaton Vance Exchange Privilege" in the current Prospectus of
the fund for which Eaton Vance acts as investment adviser or administrator at
the time of purchase. The sales charge on the shares being purchased will then
be at the rate applicable to the aggregate investment. For example, if the
shareholder owned shares valued at $80,000 in EV Traditional Growth Fund, and
purchased an additional $20,000 of Fund shares, the sales charge for the $20,000
purchase would be at the rate of 3.75% of the offering price (3.90% of the net
amount invested) which is the rate applicable to single transactions of
$100,000. For sales charges on quantity purchases, see "How to Buy Fund Shares"
in the Fund's current Prospectus. Shares purchased (i) by an individual, his or
her spouse and their children under the age of twenty-one, and (ii) by a
trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for the Right of Accumulation and if qualifying, the
applicable sales charge level.
For any such discount to be made available, at the time of purchase a
purchaser or his or her financial service firm ("Authorized Firm") must provide
the Principal Underwriter (in the case of a purchase made through an Authorized
Firm) or the Transfer Agent (in the case of an investment made by mail) with
sufficient information to permit verification that the purchase order qualifies
for the accumulation privilege. Confirmation of the order is subject to such
verification. The Right of Accumulation privilege may be amended or terminated
at any time as to purchases occurring thereafter.
PRINCIPAL UNDERWRITER
Shares of the Fund may be continuously purchased at the public offering
price through certain Authorized Firms which have agreements with the Principal
Underwriter. The Principal Underwriter is a wholly-owned subsidiary of Eaton
Vance.
The public offering price is the net asset value next computed after receipt
of the order, plus, where applicable, a variable percentage (sales charge)
depending upon the amount of purchase as indicated by the sales charge table set
forth in the Fund's current Prospectus (see "How to Buy Fund Shares").
Such table is applicable to purchases of the Fund alone or in combination
with purchases of the other funds offered by the Principal Underwriter, made at
a single time by (i) an individual, or an individual, his or her spouse and
their children under the age of twenty-one, purchasing shares for his or their
own account; and (ii) a trustee or other fiduciary purchasing shares for a
single trust estate or a single fiduciary account.
The table is also presently applicable to (1) purchases of Fund shares,
alone or in combination with purchases of any of the other funds offered by the
Principal Underwriter through one dealer aggregating $100,000 or more made by
any of the persons enumerated above within a thirteen-month period starting with
first purchase pursuant to a written Statement of Intention, in the form
provided by the Principal Underwriter, which includes provisions for a price
adjustment depending upon the amount actually purchased within such period (a
purchase not made pursuant to such Statement may be included thereunder if the
Statement is filed within 90 days of such purchase); or (2) purchases of the
Fund pursuant to the Right of Accumulation and declared as such at the time of
purchase.
Subject to the applicable provisions of the 1940 Act, the Fund may issue
shares at net asset value in the event that an investment company (whether a
regulated or private investment company or a personal holding company) is merged
or consolidated with or acquired by the Fund. Normally no sales charges will be
paid in connection with an exchange of Fund shares for the assets of such
investment company.
Shares may be sold at net asset value to any officer, director, trustee,
general partner or employee of the Fund, the Portfolio or any investment company
for which Eaton Vance or BMR acts as investment adviser, any investment
advisory, agency, custodial or trust account managed or administered by Eaton
Vance or by any parent, subsidiary or other affiliate of Eaton Vance, or any
officer, director or employee of any parent, subsidiary or other affiliate of
Eaton Vance. The terms "officer," "director," "trustee," "general partner" or
"employee" as used in this paragraph include any such person's spouse and minor
children, and also retired officers, directors, trustees, general partners and
employees and their spouses and minor children. Shares of the Fund may also be
sold at net asset value to registered representatives and employees of certain
Authorized Firms and to such persons' spouses and children and their beneficial
accounts.
The Trust reserves the right to suspend or limit the offering of shares of
the Fund to the public at any time.
The Principal Underwriter acts as principal in selling shares of the Fund
under the Distribution Agreement with the Trust on behalf of the Fund. The
expenses of printing copies of prospectuses used to offer shares to financial
service firms or investors and other selling literature and of advertising are
borne by the Principal Underwriter. The fees and expenses of qualifying and
registering and maintaining qualifications and registrations of the Fund and its
shares under Federal and state securities laws are borne by the Fund. The
Distribution Agreement is renewable annually by the Board of Trustees of the
Trust (including a majority of its Trustees who are not interested persons of
the Principal Underwriter or the Trust), may be terminated on six months' notice
by either party, and is automatically terminated upon assignment. The Principal
Underwriter distributes Fund shares on a "best efforts" basis under which it is
required to take and pay for only such shares as may be sold. The Principal
Underwriter allows Authorized Firms discounts from the applicable public
offering price which are alike for all Authorized Firms. In the case of the
maximum sales charge the Authorized Firm retains 4% of the public offering price
(4.20% of the net amount invested) and the Principal Underwriter retains 0.75%
of the public offering price (0.79% of the net amount invested). However, the
Principal Underwriter may allow, upon notice to all Authorized Firms with whom
it has agreements, discounts up to the full sales charge during the periods
specified in the notice. During periods when the discount includes the full
sales charge, such Authorized Firms may be deemed to be underwriters as that
term is defined in the Securities Act of 1933.
SERVICE PLAN
The Trust on behalf of the Fund has adopted a Service Plan (the "Plan")
designed to meet the requirements of Rule 12b-1 (the "Rule") under the 1940 Act
and the service fee requirements of the revised sales charge rule of the
National Association of Securities Dealers, Inc. (Management believes service
fee payments are not distribution expenses governed by the Rule, but has chosen
to have the Plan approved as if the Rule were applicable.) The following
supplements the discussion of the Plan contained in the Fund's prospectus.
The Plan remains in effect through and including April 28, 1996 and from
year to year thereafter provided such continuance is approved by a vote of both
a majority of (i) the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the operation of the Plan
or any agreements related to it (the "Rule 12b-1 Trustees") and (ii) all of the
Trustees then in office, cast in person at a meeting (or meetings) called for
the purpose of voting on this Plan. The Plan may be terminated any time by vote
of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding voting
securities of the Fund. Pursuant to the Rule, the Plan has been approved by the
Board of Trustees of the Trust, including the Rule 12b-1 Trustees. The Plan
amends and replaces the Fund's original distribution plan (which originally
became effective on July 28, 1989 and which was approved by the Fund's
shareholders).
Under the Plan, the President or a Vice President of the Trust shall provide
to the Trustees for their review, and the Trustees shall review at least
quarterly, a written report of the amount expended under the Plan and the
purposes for which such expenditures were made. The Plan may not be amended to
increase materially the payments described herein without approval of the
shareholders of the Fund, and all material amendments of the Plan must also be
approved by the Trustees of the Trust as prescribed by the Rule. So long as the
Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons. The Trustees have determined that
in their judgment there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders. For the service fees paid by the Fund under the
Plan, see "Fees and Expenses" in this Part II.
ADDITIONAL TAX MATTERS
The Fund qualified as a RIC under the Code for its taxable year ended
January 31, 1995 (see Notes to Financial Statements).
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 28, 1995, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. To
the knowledge of the Trust, no other person owned of record or beneficially 5%
or more of the Fund's outstanding shares.
<PAGE>
APPENDIX
EV TRADITIONAL INVESTORS FUND [LOGO]
NINETEEN
OUT OF
TWENTY
YEARS OF
POSITIVE PERFORMANCE!
<PAGE>
- --------------------------------------------------------------------------------
DEFINE YOUR FINANCIAL GOALS
- --------------------------------------------------------------------------------
* BUILDING FOR FINANCIAL INDEPENDENCE
* WORKING TOWARD A SECURE RETIREMENT
* ENSURING A COLLEGE EDUCATION FOR YOUR CHILDREN
* PLANNING FOR THE CARE OF AGING PARENTS
- --------------------------------------------------------------------------------
THEN DECIDE HOW ARE YOU GOING TO REALIZE THEM
- --------------------------------------------------------------------------------
Basically, you have two choices in trying to reach your financial goals: Try to
make the money quickly, with little real chance of success. Or try to earn it
over the long term, with a better potential for success.
- --------------------------------------------------------------------------------
AND WHERE YOU ARE GOING TO INVEST
- --------------------------------------------------------------------------------
"A penny saved is a penny earned," wrote Benjamin Franklin in Poor Richard's
Almanac. Good advice, as far as it goes. But where you put your money is just as
important.
For short-term needs and emergencies, nothing beats the convenience of a savings
account or a money market fund. (Of course, savings accounts are insured by the
FDIC and offer a fixed rate of return.) But these short-term savings vehicles
have an important flaw. They are less able to overcome the effects of inflation,
as the chart on the next page shows.
- --------------------------------------------------------------------------------
LONG-TERM INVESTMENTS FOR LONG-TERM GOALS
- --------------------------------------------------------------------------------
True, the news about inflation in recent years has been reassuring. However,
even assuming a moderate 3 percent inflation rate, the purchasing power of a
dollar will decline by 26 percent in 10 years. It's the loss of your purchasing
power caused by the steady erosion of inflation that can wreak the most havoc on
your financial plans. That's why for long-term goals, it's wise to look to
long-term investments that have the potential to beat inflation over a period of
years.
[GRAPHIC OMITTED: 4 pie charts showing:
Stocks have beaten inflation over the long term
Percent of holding periods stocks beat inflation (1926 - 1994)
1-year holding periods 65%
5-year holding periods 78%
10-year holding periods 92%
20-year holding periods 100%
caption reads:
past performance is not indicative of future results
Source: "Stocks, Bonds, Bills, and Inflation 1995 Yearbook,"
Ibbotson Associates.]
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCKS MAY HELP COMBAT INFLATION ...
- --------------------------------------------------------------------------------
Common stocks represent ownership in a publicly-owned company or corporation.
You share in the company's earnings, which are paid to you as dividends. And if
the business grows, your stock will probably appreciate in value. Common stocks
have given a good account of themselves over the years, before and after
inflation, as the chart below shows.
HISTORICAL INVESTMENT RETURNS, 1926 - 1994
AVERAGE ANNUAL RATES OF RETURN (INCOME PLUS CAPITAL CHANGES). TREASURY BILLS'
AND LONG-TERM GOVERNMENT BONDS' PRINCIPAL AND INTEREST ARE GUARANTEED BY THE
U.S. GOVERNMENT. IF HELD TO MATURITY, TREASURY BILLS AND GOVERNMENT BONDS OFFER
A FIXED PRINCIPAL VALUE AND FIXED RATE OF RETURN. INFLATION AND RETURNS OF
INVESTMENT TYPES SHOWN WILL FLUCTUATE. FIGURES ARE NOT MEANT TO REPRESENT THE
FUND`S PERFORMANCE.
Source: "Stocks, Bonds, Bills, and Inflation 1995 Yearbook," Ibbotson
Associates.
[GRAPHIC OMITTED: bar chart showing:
INFLATION 3.1%
U.S. TREASURY BILLS 3.7%
LONG-TERM GOV`T BONDS 4.8%
LONG-TERM CORPORATE BONDS 5.4%
COMMON STOCKS 10.2%]
- --------------------------------------------------------------------------------
FIXED-INCOME SECURITIES FOR POTENTIALLY GREATER STABILITY OF PRINCIPAL ...
- --------------------------------------------------------------------------------
Long-term corporate bonds are the means by which corporations borrow money to
finance their operations. Fixed-income securities such as long-term corporate
bonds are an important complement to common stocks. While common stocks work to
combat inflation and increase your money, fixed-income investments can help
increase stability of principal and, because they pay dividends, cash flow.
Long-term U.S. government bonds are favored by investors worldwide for the
guarantee, backed by the U.S. government or one of its agencies, of timely
payment of principal and interest. Of course, the market prices of U.S.
government bonds are not guaranteed or backed by the U.S. government or its
agencies.
- --------------------------------------------------------------------------------
PLUS MONEY MARKET INSTRUMENTS MAY HELP PRESERVE CAPITAL
- --------------------------------------------------------------------------------
Because of their short-term nature, money market instruments generally have
minimal price fluctuations in response to changes in interest rates. As a
result, they can help preserve capital and provide a reasonable level of current
income. What's more, they can create a reserve that can be tapped to buy stocks
or bonds when an opportunity shows itself.
<PAGE>
- --------------------------------------------------------------------------------
INTRODUCING EV TRADITIONAL INVESTORS FUND ...
- --------------------------------------------------------------------------------
When EV Traditional Investors Fund was launched on April 1, 1932, its stated
goal was to provide "...a vehicle for intelligent and conservative investing,"
based on a policy of maintaining "...a balance between bonds, stocks, and/or
cash which seems to be advisable from time to time." That goal is just as
important today as it was then.
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GROWTH OF AN INVESTMENT IN EV TRADITIONAL INVESTORS FUND
- --------------------------------------------------------------------------------
A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION IN 1932
WOULD HAVE GROWN TO OVER $3 MILLION BY MARCH 31, 1995...
MORE RECENTLY, THE FUND HAS EXPERIENCED 19 OUT OF 20 YEARS OF POSITIVE
PERFORMANCE, FROM 1975 TO 1994.
----------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS THROUGH 3/31/95
Without maximum With maximum
sales charge 4.75% sales charge
1 year 8.6% 3.4%
5 years 9.5 8.4
10 years 10.7 10.2
25 years 10.3 10.1
----------------------------------------------
[GRAPHIC OMITTED: chart showing the following plot points:]
A hypothetical investment of $10,000 in Investors Fund at inception in 1932
would have grown to over $3 million by March 31, 1995...
Total net Total net
asset value asset value
w/ all distributions w/ all dividends
reinvested ($) taken in cash ($)
12/31/32 9,494 9,494
12/31/33 12,767 12,767
12/31/34 14,189 14,189
12/31/35 21,423 20,926
12/31/36 31,503 23,502
12/31/37 19,483 14,141
12/31/38 23,874 16,603
12/31/39 22,774 15,258
12/31/40 20,951 13,397
12/31/41 19,155 11,622
12/31/42 22,442 12,767
12/31/43 28,657 15,649
12/31/44 34,330 18,073
12/31/45 47,509 23,750
12/31/46 46,395 21,737
12/31/47 44,988 18,845
12/31/48 46,504 18,206
12/31/49 55,140 20,677
12/31/50 61,208 21,698
12/31/51 69,260 23,044
12/31/52 76,076 23,044
12/31/53 78,210 22,242
12/31/54 104,703 28,674
12/31/55 123,677 31,947
12/31/56 129,172 31,279
12/31/57 129,479 28,836
12/31/58 168,108 34,122
12/31/59 178,039 33,931
12/31/60 194,704 33,969
12/31/61 232,565 38,969
12/31/62 223,960 35,305
12/31/63 249,183 37,595
12/31/64 283,861 40,954
12/31/65 295,836 40,153
12/31/66 267,583 34,198
12/31/67 287,432 34,427
12/31/68 322,144 36,298
12/31/69 294,049 31,069
12/31/70 319,387 31,260
12/31/71 352,354 32,405
12/31/72 384,209 32,939
12/31/73 334,709 25,840
12/31/74 287,577 20,076
12/31/75 356,115 23,550
12/31/76 456,713 28,817
12/31/77 460,291 27,252
12/31/78 496,500 26,603
12/31/79 589,282 29,008
12/31/80 707,929 31,260
12/31/81 741,114 28,931
12/31/82 931,356 30,496
12/31/83 1,066,839 31,985
12/31/84 1,162,481 30,496
12/31/85 1,458,972 33,893
12/31/86 1,594,565 29,160
12/31/87 1,684,708 25,954
12/31/88 1,864,686 26,756
12/31/89 2,251,805 28,702
12/31/90 2,274,677 26,450
12/31/91 2,758,774 29,313
12/31/92 2,936,686 28,130
12/31/93 3,265,261 27,939
12/31/94 3,206,008 25,840
3/31/95 3,446,216 27,519
This chart reflects change in net asset value with all distributions reinvested
in a hypothetical investment of $10,000 at 4/1/32. Figures reflect the Fund's
current maximum sales charge of 4.75% for purchases of less than $10,000.
Twenty-year performance is from 12/31/74 through 3/31/95. Past performance is
not indicative of future results. Investment return and principal value will
fluctuate so that shares, when redeemed, may be worth more or less than their
original cost.
- --------------------------------------------------------------------------------
FUND SHARES ARE NOT INSURED BY THE FDIC AND ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
EV TRADITIONAL INVESTORS FUND IS IDEAL FOR LONG-TERM GOALS
- --------------------------------------------------------------------------------
EV Traditional Investors Fund, a middle-of-the-road strategy, is an ideal
vehicle for the conservative investor with long-term financial goals.
* BECAUSE THE PORTFOLIO HOLDS COMMON STOCKS, investors can harness stocks'
potential for fighting inflation. A share of EV Traditional Investors Fund
represents an interest in a great many common stock holdings. Diversification
among the stocks of many companies in many industries is a way to reduce the
risk of putting all your eggs in one basket.
* BECAUSE THE PORTFOLIO HOLDS CORPORATE AND GOVERNMENT FIXED-INCOME SECURITIES,
shareholders can expect cash flow and reduced share-price declines caused by
downturns in stock prices.
* BECAUSE THE PORTFOLIO INCLUDES SOME MONEY MARKET INSTRUMENTS, investors can
enjoy current income and an added measure of price stability.
INVESTORS FUND BEGAN SERVING INVESTORS IN 1932
There have always been "reasons" not to invest...
1932 INVESTORS FUND BEGINS OPERATIONS
1933
1934 ECONOMIC DEPRESSION DEEPENS
1935
1936 ECONOMY STILL STRUGGLING
1937
1938 EUROPE PREPARES FOR WAR
1939 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $22,774 BY 12/31/39 Investment results include max. sales
charge of 4.75% at inception, and reinvestment of all distributions.
[Photo]
Building a steamplant for the Tennessee Valley Authority. (Margaret
Bourke-White, Life Magazine (C) Time Warner)
<PAGE>
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THE BENEFITS OF ASSET ALLOCATION
- --------------------------------------------------------------------------------
EV Traditional Investors Fund has achieved positive total returns (i.e., change
in value plus the reinvestment of any distributions) for 19 out of 20 years from
1975 through 1994. If the Fund had invested solely in equities for that same
period, it would have been invested in the best performing of the three asset
classes in just 11 of 20 years. ( The table below uses the Standard & Poor's 500
Composite Index, an unmanaged portfolio of equity securities, as a barometer of
general stock market performance.) Similarly, fixed-income securities, as
measured by the Lehman Brothers Government/Corporate Bond Index, which is an
unmanaged portfolio of bonds used to gauge bond market performance, were the
leading performer in 4 out of the 20 years. By investing in all three asset
classes, the Fund was able to reward investors in every year since 1975 except
for 1994.
<TABLE>
<CAPTION>
EV TRADITIONAL EQUITIES: FIXED-INCOME MONEY MARKET
INVESTORS FUND: IN 11 OUT OF 20 SECURITIES: INSTRUMENTS:
IN 19 OUT OF 20 YEARS EQUITIES IN 4 OUT OF 20 YEARS IN 4 OUT OF 20 YEARS
YEARS, THE FUND (S&P 500) FIXED INCOME SECURITIES MONEY MARKET INSTRUMENTS
ACHIEVED A POSITIVE HAD THE HIGHEST (LEHMAN BROS. GOV./ (91-DAY TREASURY BILLS) OUT-
RETURN... TOTAL RETURN... CORP. BOND INDEX) WERE PERFORMED AT LEASE ONE
THE LEADERS... OTHER ASSET CLASS...
<S> <C> <C> <C> <C>
1975 23.8% 37.1% 12.3% 5.8%
1976 28.3 23.8 15.6 5.1
1977 0.8 -7.2 3.0 5.5
1978 7.9 6.5 1.2 7.7
1979 18.7 18.5 2.3 10.6
1980 20.1 32.5 3.1 12.7
1981 4.7 -4.9 7.3 14.2
1982 25.7 21.5 31.1 10.6
1983 14.6 22.5 8.1 9.1
1984 9.0 6.2 15.0 9.8
1985 25.5 31.6 21.3 7.6
1986 9.3 18.6 15.6 6.0
1987 5.7 5.2 2.3 6.0
1988 10.7 16.5 7.6 7.1
1989 8.2 31.6 14.2 8.4
1990 1.0 -3.1 8.3 7.5
1991 21.3 30.4 16.1 5.2
1992 6.4 7.6 7.6 3.4
1993 11.2 10.0 11.0 3.0
1994 -1.8 1.4 -3.5 4.6
</TABLE>
1940
1941 PEARL HARBOR ATTACKED
1942
1943 INDUSTRY MOBILIZES
1944
1945 POST-WAR RECESSION PREDICTED
1946
1947 COLD WAR BEGINS
1948
1949 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $55,140 BY 12/31/49
[Photo]
Women sew uniforms for the war effort.
<PAGE>
- --------------------------------------------------------------------------------
WHEN SHOULD YOU INVEST?
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IT MAKES VIRTUALLY LITTLE DIFFERENCE WHEN YOU INVEST IN INVESTORS FUND. HERE'S WHY.
WORST DAY BEST DAY
This is what would have happened if you had ...And this is what would have happened if you
invested $10,000 a year in the Fund for the had invested $10,000 a year in the Fund for the
past 20 years on the worst possible day past 20 years on the best possible dady each
each year, the day the market peaked... year, the day the market hit bottom...
DATE OF CUMULATIVE ACCOUNT VALUE DATE OF CUMULATIVE ACCOUNT VALUE
MARKET HIGH INVESTMENT ON 12/31 MARKET HIGH INVESTMENT ON 12/31
<S> <C> <C> <C> <C> <C>
7/15/75 $ 10,000 $ 9,790 1/8/75 $ 10,000 $ 11,152
9/21/76 20,000 22,553 1/2/76 20,000 25,600
1/3/77 30,000 32,674 11/2/77 30,000 35,801
9/12/78 40,000 44,260 3/6/78 40,000 49,491
10/5/79 50,000 62,127 2/27/79 50,000 69,787
11/28/80 60,000 84,093 3/27/80 60,000 96,028
1/6/81 70,000 98,161 9/25/81 70,000 111,248
11/9/82 80,000 133,485 8/12/82 80,000 152,282
10/10/83 90,000 162,453 1/3/83 90,000 185,355
11/6/84 100,000 186,857 7/24/84 100,000 212,919
12/16/85 110,000 244,242 1/4/85 110,000 278,679
12/2/86 120,000 276,584 1/22/86 120,000 315,198
8/25/87 130,000 300,614 12/4/87 130,000 343,137
10/21/88 140,000 342,501 1/20/88 140,000 390,335
10/9/89 150,000 423,592 1/3/89 150,000 482,599
7/16/90 160,000 437,434 10/11/90 160,000 497,770
12/31/91 170,000 540,324 1/9/91 170,000 615,379
12/18/92 180,000 584,970 4/8/92 180,000 665,834
12/28/93 190,000 660,219 1/8/93 190,000 751,200
2/2/94 200,000 657,500 4/4/94 200,000 747,472
AVERAGE ANNUAL TOTAL RETURN: 10.89% AVERAGE ANNUAL TOTAL RETURN: 11.66%
</TABLE>
WHAT MATTERS IS THAT YOU DO INVEST. ANY TIME IS A GOOD TIME TO START AN
INVESTMENT PROGRAM IN EV TRADITIONAL INVESTORS FUND.
Illustrations reflect maximum applicable sales charges at the time of each
annual investment, including reduced sales charges through Rights of
Accumulation. Dates on market highs and lows correspond to the fluctuations of
the S&P 500 Composite Index. Past performance of the Index and of the Fund is
historical and is not indicative of future results. Investment return and
principal will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
1950 NORTH KOREA INVADES SOUTH
1951
1952 U.S. SEIZES STEEL MILLS
1953
1954 SEN. MCCARTHY HOLDS HEARINGS
1955
1956 CRISIS FLARES IN SUEZ
1957
1958 RECESSION RETURNS
1959 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $178,039 BY 12/31/59
[Photo]
Tract housing made home ownership in the suburbs affordable.
<PAGE>
- --------------------------------------------------------------------------------
HOW INVESTORS FUND CAN HELP BUILD AN INVESTMENT ACCOUNT
- --------------------------------------------------------------------------------
Their children grown, Jack and Eileen C. decided in 1980 to set up a retirement
account in EV Traditional Investors Fund. Every month for five years they
invested $1,000. Then they left their account to accumulate for 10 years, with
all distributions reinvested in additional shares of Investors Fund - letting
their account "slowly age," they joked. At the end of 1994, when they retired,
they found that their five years of investing and 10 years of patience had built
an account worth $231,429.
HERE'S HOW THEIR INVESTMENT ACCUMULATED OVER THE YEARS...
YEAR ENDED ANNUAL CUMULATIVE VALUE OF
12/31 INVESTMENT INVESTMENT ACCOUNT
1980 $12,000 $12,000 $ 13,891
1981 12,000 24,000 26,441
1982 12,000 36,000 46,889
1983 12,000 48,000 65,613
1984 12,000 60,000 83,915
1985 105,317
1986 115,105
1987 121,612
1988 134,604
1989 162,549
1990 164,200
1991 199,145
1992 211,988
1993 235,706
1994 231,429
Accumulations include maximum sales charge. Past performance is not indicative
of future results.
1960 U-2 PLANE SHOT DOWN IN USSR
1961
1962 SOVIET MISSILES PRECIPITATE CUBAN CRISIS
1963
1964 U.S. SENDS PLANES TO LAOS
1965
1966 WAR IN VIETNAM HEATS UP
1967
1968 USS PUEBLO SEIZED IN SEA OF JAPAN
1969 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $294,049 BY 12/31/69
[Photo]
Demonstrators challenged U.S. engagement in Vietnam.
<PAGE>
- --------------------------------------------------------------------------------
HOW YOU CAN DRAW ON AN INVESTORS FUND ACCOUNT
- --------------------------------------------------------------------------------
Many retired shareholders take their dividends in cash while letting their
capital gain distributions buy new shares, so that the income from the
increasing number of shares would help offset inflation. For example, Joanna and
Peter M. invested $100,000 in EV Traditional Investors Fund on the last day of
1979. They retired and started to receive quarterly checks from their account.
At the end of 1994, their account was worth $225,077. Meanwhile, they had
received $135,407 in dividends over the years and reinvested $150,571 in capital
gain distributions.
ANNUAL ANNUAL
YEAR ENDED DIVIDEND CAPITAL GAINS VALUE OF
12/31 INCOME DISTRIBUTION ACCOUNT
1980 $ 5,536 $ 5,190 $109,478
1981 7,369 5,614 106,998
1982 8,470 9,599 124,370
1983 8,392 2,957 133,651
1984 8,696 8,293 136,127
1985 9,239 8,007 160,395
1986 9,198 28,492 165,812
1987 7,908 20,684 167,614
1988 9,120 3,204 176,000
1989 10,700 11,732 200,948
1990 11,639 5,633 190,920
1991 9,980 8,338 220,383
1992 10,446 11,926 223,528
1993 9,667 16,179 238,339
1994 9,047 4,721 225,077
-------- --------
$135,407 $150,571
Accumulations are adjusted for 3.75% sales charge for purchases of $100,000 or
more. For smaller purchases, there is a 4.75% sales charge. Past performance is
not indicative of future results.
1970 CAMBODIA INVADED
1971
1972 U.S. HAS LARGEST TRADE DEFICIT IN HISTORY
1973
1974 STOCK MARKET HAS RECORD DECLINE
1975
1976 ECONOMIC RECOVERY SLOWS
1977
1978 INTEREST RATES BEGIN HISTORIC CLIMB
1979 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $589,282 BY 12/31/79
[Photo]
Cars line up for gas during the Arab oil embargo.
<PAGE>
- --------------------------------------------------------------------------------
DOES EV TRADITIONAL INVESTORS FUND FIT YOUR GOALS?
- --------------------------------------------------------------------------------
* COMMON STOCKS MAY HELP COMBAT INFLATION...
* FIXED-INCOME SECURITIES FOR POTENTIALLY GREATER STABILITY OF PRINCIPAL...
* MONEY MARKET INSTRUMENTS MAY HELP PRESERVE CAPITAL...
* THE BENEFITS OF ASSET ALLOCATION...
- --------------------------------------------------------------------------------
CONSIDER THE RESULTS
- --------------------------------------------------------------------------------
* 62 YEARS OF MEETING ITS GOALS...
* 19 OUT OF 20 YEARS OF POSITIVE PERFORMANCE FROM 1975 - 1994
- --------------------------------------------------------------------------------
70 YEARS OF INVESTMENT EXPERIENCE
- --------------------------------------------------------------------------------
Eaton Vance Management and its predecessor companies have been managing assets
of individuals and institutions since 1924. The firm acts as adviser to mutual
funds and to the institutional accounts of corporations, hospitals, retirement
plans, universities, foundations and trusts. All funds benefit from Eaton
Vance's 70 years of experience as a Boston money manager. In fact, the
management of each fund draws on the cumulative knowledge and experience of the
firm's full investment and research staff. Eaton Vance currently manages assets
of approximately $15 billion in 150 mutual funds.
1980 GRAIN EMBARGO DECLARED AGAINST USSR
1981
1982 UNEMPLOYMENT REACHES HIGHEST LEVEL SINCE 1940
1983
1984 U.S. INVADES GRENADA
1985
1986 SPACE SHUTTLE CHALLENGER EXPLODES
1987
1988 U.S. HAS WORST DROUGHT IN 50 YEARS
1989 A HYPOTHETICAL INVESTMENT OF $10,000 IN INVESTORS FUND AT INCEPTION WOULD
HAVE GROWN TO $2,251,805 BY 12/31/89
[Photo]
Pricey cars and shops along Rodeo Drive symbolize decade of excess.
<PAGE>
- --------------------------------------------------------------------------------
FUND SERVICES ENHANCE SHAREHOLDERS' FLEXIBILITY
- --------------------------------------------------------------------------------
* INVEST A MINIMUM OF $1,000. The minimum subsequent investment is only $50.
* REINVEST FUND DISTRIBUTIONS AUTOMATICALLY. Accumulate additional fund shares
at no charge if you don't need dividends and capital gains distributions for
current expenses.
* REALLOCATE YOUR ASSETS AMONG EATON VANCE FUNDS WITH THE SAME DISTRIBUTION
PLAN. As your investment goals change, you can, with just a telephone call,
shift assets (minimum $1,000) into other Eaton Vance Traditional Funds.
Although there is no charge for the service, the exchange may be a taxable
event. The exchange privilege may be changed or discontinued without penalty
at any time.
* BANK DRAFT INVESTING. Add to your investment regularly, with a fixed amount
(minimum $50) invested each month or quarter, directly from your bank or
checking account.
* TAX-SHELTERED RETIREMENT PLANS. Purchase shares of the Fund in an Individual
Retirement Account, Pension or Profit-Sharing Plan or a 403(b) Retirement
Plan.
* EASY ACCESS TO YOUR MONEY. You can redeem all or part of your investment on
any business day at the then-current net asset value, which may be more or
less than at the time of purchase.
* SYSTEMATIC WITHDRAWAL PLANS. You may arrange for shares to be redeemed
automatically, with the checks sent to you or another person..
* NO SALES CHARGE FOR PURCHASES OF $1 MILLION OR MORE. A contingent deferred
sales charge of 1 percent will be imposed on such investments in the event of
certain redemption transactions within 18 months of purchase.
- --------------------------------------------------------------------------------
CALL YOUR FINANCIAL ADVISER NOW
FOR MORE INFORMATION!
- --------------------------------------------------------------------------------
1990 OPERATION DESERT SHIELD LIBERATES KUWAIT
1991
1992 "BIG 3" U.S. AUTO MAKERS ANNOUNCE HUGE LOSSES
1993
1994
A HYPOTHETICAL INVESTMENT OF $10,000
IN EV TRADITIONAL INVESTORS FUND AT
INCEPTION WOULD HAVE GROWN TO
$3,446,216 BY 3/31/95!
<PAGE>
For more complete information about EV Traditional Investors Fund or any
other Eaton Vance Fund, including distribution plans, charges and
expenses, please write or call your financial advisor for a prospectus.
Read the prospectus(es) carefully before you invest or send money.
[LOGO] EATON VANCE DISTRIBUTORS, INC.
24 Federal Street
Boston, MA 02110
30806 - 4/95 T-IFPP
<PAGE>
FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio contained in the Fund's shareholder report for the
fiscal year ended January 31, 1995 as previously filed electronically with the
Securities and Exchange Commission (Accession Number: 0000950156-95-000183).
<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF
EV TRADITIONAL INVESTORS FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
EATON VANCE DISTRIBUTORS, INC.
24 Federal Street
Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110
TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
EV TRADITIONAL INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
T-IFSAI
EV TRADITIONAL
INVESTORS FUND
STATEMENT OF
ADDITIONAL
INFORMATION
[Logo]
JUNE 1, 1995
<PAGE>
PART C.
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
INCLUDED IN PART A:
Financial Highlights for EV Classic Investors Fund for the period from
the start of business, November 2, 1993, to January 31, 1994 and for
the one year ended January 31, 1995.
Financial Highlights for EV Marathon Investors Fund for the period
from the start of business, November 2, 1993, to January 31, 1994
and for the one year ended January 31, 1995.
Financial Highlights for EV Traditional Investors Fund for the ten
years ended January 31, 1995.
INCLUDED IN PART B:
INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUNDS EACH
DATED JANUARY 31, 1995, FILED ELECTRONICALLY PURSUANT TO SECTION 30(B)
(2) OF THE INVESTMENT COMPANY ACT OF 1940
FOR EV CLASSIC INVESTORS FUND (ACCESSION NO: 0000950156-95-0000182)
EV MARATHON INVESTORS FUND (ACCESSION NO: 0000950156-95-0000184)
EV TRADITIONAL INVESTORS FUND (ACCESSION NO: 0000950156-95-
0000183)
Financial Statements for the above-referenced Funds for the time
periods set forth in each Fund's Report are as follows:
Statement of Assets and Liabilities as of January 31, 1995
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
Financial Statements for Investors Portfolio are as follows:
Portfolio of Investments as of January 31, 1995
Statement of Assets and Liabilities as of January 31, 1995
Statement of Operations for the year ended January 31, 1995
Statement of Changes in Net Assets for the year ended January 31,
1995 and for the period from the start of business, October 28,
1993, to January 31, 1994
Supplementary Data for the year ended January 31, 1995 and for the
period from the start of business, October 28, 1993, to January
31, 1994
Notes to Financial Statements
Report of Independent Accountants
<TABLE>
<CAPTION>
(b) EXHIBITS:
<S> <C> <C>
(1)(a) Amended and Restated Declaration of Trust Filed as Exhibit (1)(a) to Post-Effective
dated September 27, 1993. Amendment No. 68 and incorporated herein by
reference.
(b) Amendment to Declaration of Trust dated Filed as Exhibit (1)(b) to Post-Effective
September 27, 1993. Amendment No. 68 and incorporated herein by
reference.
(c) Establishment and Designation of Series dated Filed as Exhibit (1)(c) to Post-Effective
September 27, 1993. Amendment No. 68 and incorporated herein by
reference.
(2)(a) By-Laws. Filed as Exhibit (2) to Post-Effective Amendment
No. 62 and incorporated herein by reference.
(b) Amendment to By-Laws of Eaton Vance Investors Filed as Exhibit (2)(b) to Post-Effective
Trust dated December 13, 1993. Amendment No. 69 and incorporated herein by
reference.
(3) Not applicable.
(4) Not applicable.
(5) Investment Advisory Agreement with Eaton Vance Filed as Exhibit (5) to Post-Effective Amendment
Management dated November 1, 1990. No. 64 and incorporated herein by reference.
(6)(a)(1) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a) to Post-Effective
Distributors, Inc. dated July 28, 1989. Amendment No. 63 and incorporated herein by
reference.
(a)(2) Amended Distribution Agreement with Eaton Filed herewith.
Vance Distributors, Inc. for EV Classic
Investors Fund dated January 27, 1995.
(a)(3) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(3) to Post-Effective
Distributors, Inc. for EV Marathon Investors Amendment No. 69 and incorporated herein by
Fund dated October 28, 1993. reference.
(b) Selling Group Agreement between Eaton Vance Filed as Exhibit (6)(b) to Post-Effective
Distributors, Inc. and Authorized Dealers. Amendment No. 66 and incorporated herein by
reference.
(c) Schedule of Dealer Discounts and Sales Filed as Exhibit (6)(c) to Post-Effective
Charges. Amendment No. 66 and incorporated herein by
reference.
(7) Not applicable
(8) Custodian Agreement with Investors Bank & Filed as Exhibit (8) to Post-Effective Amendment
Trust Company dated December 17, 1990. No. 64 and incorporated herein by reference.
(9)(a) Administrative Services Agreement with Eaton Filed as Exhibit (9)(a) to Post-Effective
Vance Management for EV Traditional Investors Amendment No. 69 and incorporated herein by
Fund dated October 28, 1993. reference.
(b) Administrative Services Agreement with Eaton Filed as Exhibit (9)(b) to Post-Effective
Vance Management for EV Classic Investors Fund Amendment No. 69 and incorporated herein by
dated October 28, 1993. reference.
(c) Administrative Services Agreement with Eaton Filed as Exhibit (9)(c) to Post-Effective
Vance Management for EV Marathon Investors Amendment No. 69 and incorporated herein by
Fund dated October 28, 1993. reference.
(10) Not applicable
(11)(a) Consent of Independent Accountants for EV Filed herewith.
Classic Investors Fund.
(b) Consent of Independent Accountants for EV Filed herewith.
Marathon Investors Fund.
(c) Consent of Independent Accountants for EV Filed herewith.
Traditional Investors Fund.
(12) Not applicable
(13) Not applicable
(14)(a) Vance, Sanders Profit Sharing Retirement Plan Filed as Exhibit to Form N-1Q for quarter ended
for Self-Employed Persons with Adoption March 31, 1979. File #811-8 and incorporated
Agreement and instructions. herein by reference.
(b) Eaton & Howard, Vance Sanders Defined Filed as Exhibit to Form N-1R. File #811-8 for
Contribution Prototype Plan and Trust with fiscal year ended January 31, 1978. and
Adoption Agreements: incorporated herein by reference.
(1) Basic Profit-Sharing Retirement Plan.
(2) Basic Money Purchase Pension Plan.
(3) Thrift Plan Qualifying as
Profit-Sharing Plan.
(4) Thrift Plan Qualifying as Money
Purchase Plan.
(5) Integrated Profit-Sharing Retirement
Plan.
(6) Integrated Money Purchase Pension
Plan.
(c) Individual Retirement Custodian Account (Form Filed as Exhibit No. (14)(3) to Post-Effective
5305A) and Instructions. Amendment No. 43 on Form S-5, File #2-11617 and
incorporated herein by reference.
(15)(a) Service Plan for Eaton Vance Investors Fund Filed as Exhibit (15)(a) to Post-Effective
dated July 7, 1993 pursuant to Rule 12b-1 Amendment No. 67 and incorporated herein by
under the Investment Company Act of 1940. reference.
(b) Amended Distribution Plan for EV Classic Filed herewith.
Investors Fund pursuant to Rule 12b-1 under the Investment Company
Act of 1940 dated January 27, 1995.
(c) Distribution Plan for EV Marathon Investors Filed as Exhibit (15)(b) to Post-Effective
Fund pursuant to Rule 12b-1 under the Amendment No. 69 and incorporated herein by
Investment Company Act of 1940 dated October reference.
28, 1993.
(16) Schedules for Computation of Filed herewith.
Performance Quotations.
(17)(a) Power of Attorney for Eaton Vance Investors Filed as Exhibit (17)(a) to Post-Effective
Trust dated April 22, 1994. Amendment No. 69 and incorporated herein by
reference.
(b) Power of Attorney for Investors Portfolio Filed as Exhibit (17)(b) to Post-Effective
dated April 22, 1994. Amendment No. 69 and incorporated herein by
reference.
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBERS OF HOLDERS OF SECURITIES
(2)
(1) NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
Shares of beneficial interest
without par value as of April 28, 1995
EV Classic Investors Fund 194
EV Marathon Investors Fund 864
EV Traditional Investors Fund 14,159
<PAGE>
ITEM 27. INDEMNIFICATION
No change from the information set forth in Item 27 of Form N-1A, filed as
Post-Effective Amendment No. 63 to the Registration Statement under the
Securities Act of 1933 and Amendment No. 15 under the Investment Company Act of
1940, which information is incorporated herein by reference.
Registrant's Trustees and officers are insured under a standard mutual fund
errors and omissions insurance policy covering loss incurred by reason of
negligent errors and omissions committed in their capacities as such.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the information set forth under the caption "Investment
Adviser and Administrator" in the Statement of Additional Information, which
information is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITER
(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
<TABLE>
<CAPTION>
<S> <C>
EV Classic Alabama Tax Free Fund EV Classic New York Limited Maturity
EV Classic Arizona Tax Free Fund Tax Free Fund
EV Classic Arkansas Tax Free Fund EV Classic New York Tax Free Fund
EV Classic California Limited Maturity EV Classic North Carolina Tax Free Fund
Tax Free Fund EV Classic Ohio Limited Maturity Tax Free Fund
EV Classic California Municipals Fund EV Classic Ohio Tax Free Fund
EV Classic Colorado Tax Free Fund EV Classic Oregon Tax Free Fund
EV Classic Connecticut Limited Maturity EV Classic Pennsylvania Limited Maturity
Tax Free Fund Tax Free Fund
EV Classic Connecticut Tax Free Fund EV Classic Pennsylvania Tax Free Fund
EV Classic Florida Insured Tax Free Fund EV Classic Rhode Island Tax Free Fund
EV Classic Florida Limited Maturity EV Classic Strategic Income Fund
Tax Free Fund EV Classic South Carolina Tax Free Fund
EV Classic Florida Tax Free Fund EV Classic Special Equities Fund
EV Classic Georgia Tax Free Fund EV Classic Senior Floating-Rate Fund
EV Classic Government Obligations Fund EV Classic Stock Fund
EV Classic Greater China Growth Fund EV Classic Tennessee Tax Free Fund
EV Classic Growth Fund EV Classic Texas Tax Free Fund
EV Classic Hawaii Tax Free Fund EV Classic Total Return Fund
EV Classic High Income Fund EV Classic Virginia Tax Free Fund
EV Classic Investors Fund EV Classic West Virginia Tax Free Fund
EV Classic Kansas Tax Free Fund EV Marathon Alabama Tax Free Fund
EV Classic Kentucky Tax Free Fund EV Marathon Arizona Limited Maturity
EV Classic Louisiana Tax Free Fund Tax Free Fund
EV Classic Maryland Tax Free Fund EV Marathon Arizona Tax Free Fund
EV Classic Massachusetts Limited Maturity EV Marathon Arkansas Tax Free Fund
Tax Free Fund EV Marathon California Limited Maturity
EV Classic Massachusetts Tax Free Fund Tax Free Fund
EV Classic Michigan Limited Maturity EV Marathon California Municipals Fund
Tax Free Fund EV Marathon Colorado Tax Free Fund
EV Classic Michigan Tax Free Fund EV Marathon Connecticut Limited Maturity
EV Classic Minnesota Tax Free Fund Tax Free Fund
EV Classic Mississippi Tax Free Fund EV Marathon Connecticut Tax Free Fund
EV Classic Missouri Tax Free Fund EV Marathon Emerging Markets Fund
EV Classic National Limited Maturity Tax Free Fund Eaton Vance Equity - Income Trust
EV Classic National Municipals Fund EV Marathon Florida Insured Tax Free Fund
EV Classic New Jersey Limited Maturity EV Marathon Florida Limited Maturity
Tax Free Fund Tax Free Fund
EV Classic New Jersey Tax Free Fund EV Marathon Florida Tax Free Fund
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
EV Marathon Georgia Tax Free Fund EV Marathon South Carolina Tax Free Fund
EV Marathon Gold & Natural Resources Fund EV Marathon Special Equities Fund
EV Marathon Government Obligations Fund EV Marathon Stock Fund
EV Marathon Greater China Growth Fund EV Marathon Tennessee Tax Free Fund
EV Marathon Greater India Fund EV Marathon Texas Tax Free Fund
EV Marathon Growth Fund EV Marathon Total Return Fund
EV Marathon Hawaii Tax Free Fund EV Marathon Virginia Limited Maturity
EV Marathon High Income Fund Tax Free Fund
EV Marathon Investors Fund EV Marathon Virginia Tax Free Fund
EV Marathon Kansas Tax Free Fund EV Marathon West Virginia Tax Free Fund
EV Marathon Kentucky Tax Free Fund EV Traditional California Municipals Fund
EV Marathon Louisiana Tax Free Fund EV Traditional Connecticut Tax Free Fund
EV Marathon Maryland Tax Free Fund EV Traditional Emerging Markets Fund
EV Marathon Massachusetts Limited Maturity EV Traditional Florida Insured Tax Free Fund
Tax Free Fund EV Traditional Florida Limited Maturity
EV Marathon Massachusetts Tax Free Fund Tax Free Fund
EV Marathon Michigan Limited Maturity EV Traditional Florida Tax Free Fund
Tax Free Fund EV Traditional Government Obligations Fund
EV Marathon Michigan Tax Free Fund EV Traditional Greater China Growth Fund
EV Marathon Minnesota Tax Free Fund EV Traditional Greater India Fund
EV Marathon Mississippi Tax Free Fund EV Traditional Growth Fund
EV Marathon Missouri Tax Free Fund Eaton Vance Income Fund of Boston
EV Marathon National Limited Maturity EV Traditional Investors Fund
Tax Free Fund Eaton Vance Municipal Bond Fund L.P.
EV Marathon National Municipals Fund EV Traditional National Limited Maturity
EV Marathon New Jersey Limited Maturity Tax Free Fund
Tax Free Fund EV Traditional National Municipals Fund
EV Marathon New Jersey Tax Free Fund EV Traditional New Jersey Tax Free Fund
EV Marathon New York Limited Maturity EV Traditional New York Limited Maturity
Tax Free Fund Tax Free Fund
EV Marathon New York Tax Free Fund EV Traditional New York Tax Free Fund
EV Marathon North Carolina Limited Maturity EV Traditional Pennsylvania Tax Free Fund
Tax Free Fund EV Traditional Special Equities Fund
EV Marathon North Carolina Tax Free Fund EV Traditional Stock Fund
EV Marathon Ohio Limited Maturity Tax Free Fund EV Traditional Total Return Fund
EV Marathon Ohio Tax Free Fund Eaton Vance Cash Management Fund
EV Marathon Oregon Tax Free Fund Eaton Vance Liquid Assets Fund
EV Marathon Pennsylvania Limited Maturity Eaton Vance Money Market Fund
Tax Free Fund Eaton Vance Prime Rate Reserves
EV Marathon Pennsylvania Tax Free Fund Eaton Vance Short-Term Treasury Fund
EV Marathon Rhode Island Tax Free Fund Eaton Vance Tax Free Reserves
EV Marathon Strategic Income Fund Massachusetts Municipal Bond Portfolio
</TABLE>
(b)
<TABLE>
<CAPTION>
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
----------- --------------- -----------
<S> <C> <C>
James B. Hawkes* Vice President and Director Trustee
William M. Steul* Vice President and Director None
Wharton P. Whitaker* President and Director None
Howard D. Barr Vice President None
2750 Royal View Court
Oakland, Michigan
Nancy E. Belza Vice President None
463-1 Buena Vista East
San Francisco, California
Chris Berg Vice President None
45 Windsor Lane
Palm Beach Gardens, Florida
H. Day Brigham, Jr.* Vice President None
Susan W. Bukima Vice President None
106 Princess Street
Alexandria, Virginia
Jeffrey W. Butterfield Vice President None
9378 Mirror Road
Columbus, Indiana
Mark A. Carlson* Vice President None
Jeffrey Chernoff Vice President None
115 Concourse West
Bright Waters, New York
William A. Clemmer* Vice President None
James S. Comforti Vice President None
1859 Crest Drive
Encinitas, California
Mark P. Doman Vice President None
107 Pine Street
Philadelphia, Pennsylvania
Michael A. Foster Vice President None
850 Kelsey Court
Centerville, Ohio
William M. Gillen Vice President None
280 Rea Street
North Andover, Massachusetts
Hugh S. Gilmartin Vice President None
1531-184th Avenue, NE
Bellevue, Washington
Richard E. Houghton* Vice President None
Brian Jacobs* Senior Vice President None
Stephen D. Johnson Vice President None
13340 Providence Lake Drive
Alpharetta, Georgia
Thomas J. Marcello Vice President None
553 Belleville Avenue
Glen Ridge, New Jersey
Timothy D. McCarthy Vice President None
9801 Germantown Pike
Lincoln Woods Apt. 416
Lafayette Hill, Pennsylvania
Morgan C. Mohrman* Senior Vice President None
Gregory B. Norris Vice President None
6 Halidon Court
Palm Beach Gardens, Florida
Thomas Otis* Secretary and Clerk Secretary
George D. Owen Vice President None
1911 Wildwood Court
Blue Springs, Missouri
F. Anthony Robinson Vice President None
510 Gravely Hill Road
Wakefield, Rhode Island
Benjamin A. Rowland, Jr.* Vice President, None
Treasurer and Director
John P. Rynne* Vice President None
George V.F. Schwab, Jr. Vice President None
9501 Hampton Oaks Lane
Charlotte, North Carolina
Cornelius J. Sullivan* Vice President None
Maureen C. Tallon Vice President None
518 Armistead Drive
Nashville, Tennessee
David M. Thill Vice President None
126 Albert Drive
Lancaster, New York
Chris Volf Vice President None
6517 Thoroughbred Loop
Odessa, Florida
Donald E. Webber* Senior Vice President None
Sue Wilder Vice President None
141 East 89th Street
New York, New York
- ---------
*Address is 24 Federal Street, Boston, MA 02110
</TABLE>
(c) Not applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 24 Federal Street,
Boston, MA 02110 and 89 South Street, Boston, MA 02111, and its transfer agent,
The Shareholder Services Group, Inc., 53 State Street, Boston, MA 02104, with
the exception of certain corporate documents and portfolio trading documents
which are in the possession and custody of Eaton Vance Management, 24 Federal
Street, Boston, MA 02110. The Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Eaton Vance Management.
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the latest annual report to shareholders, upon request and
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to the 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 the 24th day of May, 1995.
EATON VANCE INVESTORS TRUST
By /s/ M. DOZIER GARDNER
-----------------------------
M. DOZIER GARDNER, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Principal Executive
/s/ M. DOZIER GARDNER Officer and Trustee May 24, 1995
- ------------------------------
M. DOZIER GARDNER
Treasurer and Principal
Financial and Accounting
Officer May 24, 1995
/s/ JAMES L. O'CONNOR
- ------------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee May 24, 1995
- ------------------------------
DONALD R. DWIGHT
/s/ JAMES B. HAWKES Trustee May 24, 1995
- ------------------------------
JAMES B. HAWKES
SAMUEL L. HAYES, III* Trustee May 24, 1995
- ------------------------------
SAMUEL L. HAYES, III
/s/ PETER F. KIELY Trustee May 24, 1995
- ------------------------------
PETER F. KIELY
NORTON H. REAMER* Trustee May 24, 1995
- ------------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee May 24, 1995
- ------------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee May 24, 1995
- ------------------------------
JACK L. TREYNOR
*By: /s/ H. DAY BRIGHAM, JR.
-------------------------------------------------
As attorney-in-fact
</TABLE>
<PAGE>
SIGNATURES
Investors Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Investors Trust (File No. 2-11617) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts on the 24th day of May, 1995.
INVESTORS PORTFOLIO
By /s/ M. DOZIER GARDNER
----------------------------
M. DOZIER GARDNER, President
This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Investors Trust (File No. 2-11617) has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
President, Principal Executive
/s/ M. DOZIER GARDNER Officer and Trustee May 24, 1995
- ------------------------------
M. DOZIER GARDNER
Treasurer and Principal
Financial and Accounting
Officer May 24, 1995
/s/ JAMES L. O'CONNOR
- ------------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee May 24, 1995
- ------------------------------
DONALD R. DWIGHT
/s/ JAMES B. HAWKES Trustee May 24, 1995
- ------------------------------
JAMES B. HAWKES
SAMUEL L. HAYES, III* Trustee May 24, 1995
- ------------------------------
SAMUEL L. HAYES, III
/s/ PETER F. KIELY Trustee May 24, 1995
- ------------------------------
PETER F. KIELY
NORTON H. REAMER* Trustee May 24, 1995
- ------------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee May 24, 1995
- ------------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee May 24, 1995
- ------------------------------
JACK L. TREYNOR
*By: /s/ H. DAY BRIGHAM, JR.
-------------------------------------------------
As attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN SEQUENTIAL
EXHIBIT NO. DESCRIPTION NUMBERING SYSTEM
----------- ----------- ----------------
<S> <C> <C>
(6)(a)(2) Amended Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Classic Investors Fund
(11)(a) Consent of Independent Accountants for EV Classic Investors Fund
(b) Consent of Independent Accountants for EV Marathon Investors Fund
(c) Consent of Independent Accountants for EV Traditional Investors Fund
(15)(b) Amended Distribution Plan for EV Classic Investors Fund
pursuant to Rule 12b-1 under the Investment Company Act of 1940
(16) Schedules for Computation of Performance Quotations
</TABLE>
EXHIBIT 99.6(a)(2)
EATON VANCE INVESTORS TRUST
AMENDED DISTRIBUTION AGREEMENT
ON BEHALF OF EV CLASSIC INVESTORS FUND
AGREEMENT effective as of January 27, 1995 between EATON VANCE
INVESTORS TRUST, a Massachusetts business trust having its principal place of
business in Boston in the Commonwealth of Massachusetts, hereinafter called the
"Trust", on behalf of EV Classic Investors Fund (the "Fund"), and EATON VANCE
DISTRIBUTORS, INC., a Massachusetts corporation having its principal place of
business in said Boston, hereinafter sometimes called the "Principal
Underwriter".
IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:
1. The Trust grants to the Principal Underwriter the right to purchase
shares of the Fund upon the terms hereinbelow set forth during the term of this
Agreement. While this Agreement is in force, the Principal Underwriter agrees to
use its best efforts to find purchasers for shares of the Fund.
The Principal Underwriter shall have the right to buy from the Fund the
shares needed, but not more than the shares needed (except for clerical errors
and errors of transmission) to fill unconditional orders for shares of the Fund
placed with the Principal Underwriter by financial service firms or investors as
set forth in the current Prospectus relating to shares of the Fund. The price
which the Principal Underwriter shall pay for the shares so purchased shall be
equal to the price paid by investors upon purchasing such shares. The Principal
Underwriter shall notify Investors Bank & Trust Company, Custodian of the Fund
("IBT"), and The Shareholder Services Group, Inc., Transfer Agent of the Fund
("TSSG"), or a successor transfer agent, at the end of each business day, or as
soon thereafter as the orders placed with it have been compiled, of the number
of shares and the prices thereof which the Principal Underwriter is to purchase
as principal for resale. The Principal Underwriter shall take down and pay for
shares ordered from the Fund on or before the eleventh business day (excluding
Saturdays) after the shares have been so ordered.
The right granted to the Principal Underwriter to buy shares from the
Fund shall be exclusive, except that said exclusive right shall not apply to
shares issued in connection with the merger or consolidation of any other
investment company or personal holding company with the Fund or the acquisition
by purchase or otherwise of all (or substantially all) the assets or the
outstanding shares of any such company, by the Fund; nor shall it apply to
shares, if any, issued by the Fund in distribution of income or realized capital
gains of the Fund payable in shares or in cash at the option of the shareholder.
2. The shares may be resold by the Principal Underwriter to or through
financial service firms having agreements with the Principal Underwriter, and to
investors, upon the following terms and conditions.
The public offering price, i.e., the price per share at which the
Principal Underwriter or financial service firm purchasing shares from the
Principal Underwriter may sell shares to the public, shall be equal to the net
asset value at which the Principal Underwriter is to purchase the shares.
The net asset value of shares of the Fund shall be determined by the
Trust or IBT, as the agent of the Fund, as of the close of regular trading on
the New York Stock Exchange on each business day on which said Exchange is open,
or as of such other time on each such business day as may be determined by the
Trustees of the Trust, in accordance with the methodology and procedures for
calculating such net asset value authorized by the Trustees. The Trust may also
cause the net asset value to be determined in substantially the same manner or
estimated in such manner and as of such other time or times as may from time to
time be agreed upon by the Trust and Principal Underwriter. The Trust will
notify the Principal Underwriter each time the net asset value of the Fund's
shares is determined and when such value is so determined it shall be applicable
to transactions as set forth in the current Prospectus and Statement of
Additional Information (hereafter the "Prospectus") relating to the Fund's
shares.
No shares of the Fund shall be sold by the Fund during any period when
the determination of net asset value is suspended pursuant to the Declaration of
Trust, except to the Principal Underwriter, in the manner and upon the terms
above set forth to cover contracts of sale made by the Principal Underwriter
with its customers prior to any such suspension, and except as provided in the
last paragraph of paragraph 1 hereof. The Trust shall also have the right to
suspend the sale of the Fund's shares if in the judgment of the Trust conditions
obtaining at any time render such action advisable. The Principal Underwriter
shall have the right to suspend sales at any time, to refuse to accept or
confirm any order from an investor or financial service firm, or to accept or
confirm any such order in part only, if in the judgment of the Principal
Underwriter such action is in the best interests of the Fund.
3. The Trust agrees that it will, from time to time, but subject to the
necessary approval of the Fund's shareholders, take such steps as may be
necessary to register the Fund's shares under the federal Securities Act of
1933, as amended from time to time, (the "1933 Act"), to the end that there will
be available for sale such number of shares as the Principal Underwriter may
reasonably be expected to sell. The Trust agrees to indemnify and hold harmless
the Principal Underwriter and each person, if any, who controls the Principal
Underwriter within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any shares of the Fund, which may be based
upon the 1933 Act or on any other statute or at common law, on the ground that
the Registration Statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to the
Trust in connection therewith by or on behalf of the Principal Underwriter;
provided, however, that in no case (i) is the indemnity of the Trust in favor of
the Principal Underwriter and any such controlling person to be deemed to
protect such Principal Underwriter or any such controlling person against any
liability to the Trust or the Fund or its security holders to which such
Principal Underwriter or any such controlling person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Trust or the Fund to
be liable under its indemnity agreement contained in this paragraph with respect
to any claim made against the Principal Underwriter or any such controlling
person unless the Principal Underwriter or any such controlling person, as the
case may be, shall have notified the Trust in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Principal Underwriter or such
controlling person (or after such Principal Underwriter or such controlling
person shall have received notice of such service on any designated agent), but
failure to notify the Trust of any such claim shall not relieve it from any
liability which the Fund may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to participate, at the expense of the
Fund, in the defense, or, if the Trust so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Principal Underwriter or controlling person or persons,
defendant or defendants in the suit. In the event the Trust elects to assume the
defense of any such suit and retains such counsel, the Principal Underwriter or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Trust does not elect to assume the defense of any such suit, the Fund shall
reimburse the Principal Underwriter or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees promptly to notify the Principal Underwriter
of the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
Fund's shares.
4. The Principal Underwriter covenants and agrees that, in selling the
shares of the Fund, it will use its best efforts in all respects duly to conform
with the requirements of all state and federal laws relating to the sale of such
shares, and will indemnify and hold harmless the Trust and each of its Trustees
and officers and each person, if any, who controls the Trust within the meaning
of Section 15 of the 1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any person acquiring any shares
of the Fund, which may be based upon the 1933 Act or any other statute or at
common law, on account of any wrongful act of the Principal Underwriter or any
of its employees (including any failure to conform with any requirement of any
state or federal law relating to the sale of such shares) or on the ground that
the Registration Statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, insofar as any such statement or omission was
made in reliance upon, and in conformity with information furnished in writing
to the Fund in connection therewith by or on behalf of the Principal
Underwriter, provided, however, that in no case (i) is the indemnity of the
Principal Underwriter in favor of any person indemnified to be deemed to protect
the Fund or any such person against any liability to which the Fund or any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its or his duties or by reason of its
or his reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Principal Underwriter to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the Fund or
any person indemnified unless the Trust or such person, as the case may be,
shall have notified the Principal Underwriter in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Trust, the Fund or upon such
person (or after the Trust or such person shall have received notice of such
service on any designated agent), but failure to notify the Principal
Underwriter of any such claim shall not relieve it from any liability which it
may have to the Fund or any person against whom such action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. The
Principal Underwriter shall be entitled to participate, at its own expense, in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Principal Underwriter elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Trust, or to its officers or Trustees, or to any controlling
person or persons, defendant or defendants in the suit. In the event that the
Principal Underwriter elects to assume the defense of any such suit and retains
such counsel, the Fund or such officers or Trustees or controlling person or
persons, defendant or defendants in the suit, shall bear the fees and expenses
of any additional counsel retained by them or the Trust, but, in case the
Principal Underwriter does not elect to assume the defense of any such suit, it
shall reimburse the Fund, any such officers and Trustees or controlling person
or persons, defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them or the Trust. The Principal Underwriter
agrees promptly to notify the Trust of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of the
Fund's shares.
Neither the Principal Underwriter nor any financial service firm nor
any other person is authorized by the Trust to give any information or to make
any representations, other than those contained in the Registration Statement or
Prospectus filed with the Securities and Exchange Commission (the "Commission")
under the 1933 Act, (as said Registration Statement and Prospectus may be
amended or supplemented from time to time), covering the shares of the Fund.
Neither the Principal Underwriter nor any financial service firm nor any other
person is authorized to act as agent for the Trust or the Fund in connection
with the offering or sale of shares of the Fund to the public or otherwise. All
such sales made by the Principal Underwriter shall be made by it as principal,
for its own account. The Principal Underwriter may, however, act as agent in
connection with the repurchase of shares as provided in paragraph 6 below, or in
connection with "exchanges" between investment companies for which the Principal
Underwriter acts as Principal Underwriter or for which an affiliate of the
Principal Underwriter acts as investment adviser.
5(a). The Fund will pay, or cause to be paid -
(i) all the costs and expenses of the Fund, including fees and
disbursements of its counsel, in connection with the preparation and filing of
any required Registration Statement and/or Prospectus under the 1933 Act, or the
Investment Company Act of 1940, as amended from time to time, (the "1940 Act")
covering its shares and all amendments and supplements thereto, and preparing
and mailing periodic reports to shareholders (including the expense of setting
up in type any such Registration Statement, Prospectus or periodic report);
(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;
(iii) the cost and expenses of delivering to the Principal
Underwriter at its office in Boston, Massachusetts, all shares of the Fund
purchased by it as principal hereunder; and
(iv) all the federal and state (if any) issue and/or transfer
taxes payable upon the issue by or (in the case of treasury shares) transfer
from the Fund to the Principal Underwriter of any and all shares of the Fund
purchased by the Principal Underwriter hereunder.
(b) The Principal Underwriter agrees that, after the Prospectus and
periodic reports have been set up in type, it will bear the expense of printing
and distributing any copies thereof which are to be used in connection with the
offering of shares of the Fund to financial service firms or investors. The
Principal Underwriter further agrees that it will bear the expenses of
preparing, printing and distributing any other literature used by the Principal
Underwriter or furnished by it for use by financial service firms in connection
with the offering of the shares of the Fund for sale to the public and any
expenses of advertising in connection with such offering. The Fund agrees to pay
the expenses of registration and maintaining registration of its shares for sale
under federal and state securities laws, and, if necessary or advisable in
connection therewith, of qualifying the Trust or the Fund as a dealer or broker,
in such states as shall be selected by the Principal Underwriter and the fees
payable to each such state for continuing the qualification therein until the
Principal Underwriter notifies the Trust that it does not wish such
qualification continued.
(c) In addition, the Trust agrees, in accordance with the Fund's
Amended Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1 under the
1940 Act with respect to shares, to make certain payments as follows. The
Principal Underwriter shall be entitled to be paid by the Fund a sales
commission equal to an amount not exceeding 6.25% of the price received by the
Fund for each sale of shares (excluding reinvestment of dividends and
distributions), such payment to be made in the manner set forth in this
paragraph 5. The Principal Underwriter shall also be entitled to be paid by the
Fund a separate distribution fee (calculated in accordance with paragraph 5(d)),
such payment to be made in the manner set forth and subject to the terms of this
paragraph 5.
(d) The sales commissions and distribution fees referred to in
paragraph 5(c) shall be accrued and paid by the Fund in the following manner.
The Fund shall accrue daily an amount calculated at the rate of .75% per annum
of the daily net assets of the Fund, which net assets shall be computed as
described in paragraph 2. The daily amounts so accrued throughout the month
shall be paid to the Principal Underwriter on the last day of each month. The
amount of such daily accrual, as so calculated, shall first be applied and
charged to all unpaid sales commissions, and the balance, if any, shall then be
applied and charged to all unpaid distribution fees. No amount shall be accrued
with respect to any day on which there exist no outstanding uncovered
distribution charges of the Principal Underwriter. The amount of such uncovered
distribution charges shall be calculated daily. For purposes of this
calculation, distribution charges of the Principal Underwriter shall include (a)
the aggregate of all sales commissions which the Principal Underwriter has been
paid pursuant to this paragraph (d) (and pursuant to paragraph (d) of the
Original Agreement) plus all sales commissions which it is entitled to be paid
pursuant to paragraph 5(c) (and pursuant to paragraph 5(c) of the Original
Agreement) since inception of the Original Agreement through and including the
day next preceding the date of calculation, and (b) an amount equal to the
aggregate of all distribution fees referred to below which the Principal
Underwriter has been paid pursuant to this paragraph (d) (and pursuant to
paragraph (d) of the Original Agreement) plus all such fees which it is entitled
to be paid pursuant to paragraph 5(c) (and pursuant to paragraph 5(c) of the
Original Agreement) since inception of the Original Agreement through and
including the day next preceding the date of calculation. From this sum
(distribution charges) there shall be subtracted (i) the aggregate amount paid
or payable to the Principal Underwriter pursuant to this paragraph (d) (and
pursuant to paragraph (d) of the Original Agreement) since inception of the
Original Agreement through and including the day next preceding the date of
calculation and (ii) the aggregate amount of all contingent deferred sales
charges paid or payable to the Principal Underwriter since inception of the
Original Agreement through and including the day next preceding the date of
calculation. If the result of such subtraction is a positive amount, a
distribution fee [computed at the rate of 1% per annum above the prime rate
(being the base rate on corporate loans posted by at least 75% of the nation's
30 largest banks) then being reported in the Eastern Edition of The Wall Street
Journal or if such prime rate is not so reported such other rate as may be
designated from time to time by vote or other action of a majority of (i) those
Trustees of the Trust who are not "interested persons" of the Trust (as defined
in the 1940 Act) and have no direct or indirect financial interest in the
operation of the Plan or any agreements related to it (the "Rule 12b-1
Trustees") and (ii) all of the Trustees then in office] shall be computed on
such amount and added to such amount, with the resulting sum constituting the
amount of outstanding uncovered distribution charges of the Principal
Underwriter with respect to such day for all purposes of this Agreement. If the
result of such subtraction is a negative amount, there shall exist no
outstanding uncovered distribution charges of the Principal Underwriter with
respect to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and paid
pursuant to this paragraph (d) during any fiscal year of the Fund shall not
exceed .75% of the average daily net assets of the Fund for such year.
(e) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges paid or payable with respect to any day on
which there exist outstanding uncovered distribution charges of the Principal
Underwriter. The Fund shall be entitled to receive all remaining contingent
deferred sales charges paid or payable by shareholders with respect to any day
on which there exist no outstanding uncovered distribution charges of the
Principal Underwriter, provided that no such sales charge which would cause the
Fund to exceed the maximum applicable cap imposed thereon by paragraph (2) of
subsection (d) of Section 26 of Article III of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. shall be imposed.
(f) The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or this Agreement shall be the
President or any Vice President of the Trust. Such persons shall provide to the
Trust's Trustees and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made.
(g) In addition to the payments to the Principal Underwriter provided
for in paragraph 5(d), the Fund may make payments of service fees to the
Principal Underwriter, Authorized Firms and other persons. The aggregate of such
payments during any fiscal year of the Fund shall not exceed .25% of the Fund's
average daily net assets for such year.
6. The Trust hereby authorizes the Principal Underwriter to repurchase,
upon the terms and conditions set forth in written instructions given by the
Trust to the Principal Underwriter from time to time, as agent of the Fund and
for its account, such shares of the Fund as may be offered for sale to the Fund
from time to time.
(a) The Principal Underwriter shall notify in writing IBT and TSSG at
the end of each business day, or as soon thereafter as the repurchases in each
pricing period have been compiled, of the number of shares repurchased for the
account of the Fund since the last previous report, together with the prices at
which such repurchases were made, and upon the request of any officer or Trustee
of the Trust shall furnish similar information with respect to all repurchases
made up to the time of the request on any day.
(b) The Trust reserves the right to suspend or revoke the foregoing
authorization at any time; unless otherwise stated, any such suspension or
revocation shall be effective forthwith upon receipt of notice thereof by an
officer of the Principal Underwriter, by telegraph or by written instrument from
an officer of the Trust duly authorized by its Trustees. In the event that the
authorization of the Principal Underwriter is, by the terms of such notice,
suspended for more than twenty-four hours or until further notice, the
authorization given by this paragraph 6 shall not be revived except by action of
a majority of the Trustees of the Trust.
(c) The Principal Underwriter shall have the right to terminate the
operation of this paragraph 6 upon giving to the Trust thirty (30) days' written
notice thereof.
(d) The Trust agrees to authorize and direct IBT to pay, for the
account of the Fund, the purchase price of any shares so repurchased against
delivery of the certificates in proper form for transfer to the Fund or for
cancellation by the Fund.
(e) The Principal Underwriter shall receive no commission in respect of
any repurchase of shares under the foregoing authorization and appointment as
agent, except for any sales commission, distribution fee or contingent deferred
sales charges payable under paragraph 5.
(f) The Trust agrees that the Fund will reimburse the Principal
Underwriter, from time to time on demand, for any reasonable expenses incurred
in connection with the repurchase of shares of the Fund pursuant to this
paragraph 6.
7. If, at any time during the existence of this Agreement, the Trust
shall deem it necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the recommendations
or requirements of the Commission or other governmental authority or to obtain
any advantage under Massachusetts or Federal tax laws, and shall notify the
Principal Underwriter of the form of amendment which it deems necessary or
advisable and the reasons therefor, and, if the Principal Underwriter declines
to assent to such amendment, the Trust may terminate this Agreement forthwith by
written notice to the Principal Underwriter. If, at any time during the
existence of its agreement upon request by the Principal Underwriter, the Trust
fails (after a reasonable time) to make any changes in its Declaration of Trust,
as amended, or in its methods of doing business which are necessary in order to
comply with any requirement of Federal law or regulations of the Commission or
of a national securities association of which the Principal Underwriter is or
may be a member, relating to the sale of the shares of the Fund, the Principal
Underwriter may terminate this Agreement forthwith by written notice to the
Trust.
8. The term "net asset value" as used in this Agreement with reference
to the shares of the Fund shall have the same meaning as used in the Declaration
of Trust, as amended, and calculated in the manner referred to in paragraph 2
above.
9(a). The Principal Underwriter is a corporation in the United States
organized under the laws of Massachusetts and holding membership in the National
Association of Securities Dealers, Inc., a securities association registered
under Section 15A of the Securities Exchange Act of 1934, as amended from time
to time, and during the life of this Agreement will continue to be so resident
in the United States, so organized and a member in good standing of said
Association. The Principal Underwriter will comply with the Trust's Declaration
of Trust and By-Laws, and the 1940 Act and the rules promulgated thereunder,
insofar as they are applicable to the Principal Underwriter.
(b) The Principal Underwriter shall maintain in the United States and
preserve therein for such period or periods as the Commission shall prescribe by
rules and regulations applicable to it as Principal Underwriter of an open-end
investment company registered under the 1940 Act such accounts, books and other
documents as are necessary or appropriate to record its transactions with the
Fund. Such accounts, books and other documents shall be subject at any time and
from time to time to such reasonable periodic, special and other examinations by
the Commission or any member or representative thereof as the Commission may
prescribe. The Principal Underwriter shall furnish to the Commission within such
reasonable time as the Commission may prescribe copies of or extracts from such
records which may be prepared without effort, expense or delay as the Commission
may by order require.
10. This Agreement shall continue in force indefinitely until
terminated as in this Agreement above provided, except that:
(a) this Agreement shall remain in effect through and including April
28, 1995, and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance is specifically approved at least annually
(i) by the vote of a majority of the Rule 12b-1 Trustees cast in person at a
meeting called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund;
(b) this Agreement may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees or by vote of a majority of the outstanding voting
securities of the Fund on not more than sixty (60) days' ees notice to the
Principal Underwriter. The Principal Underwriter shall be entitled to receive
all contingent deferred sales charges paid or payable with respect to any day
subsequent to the termination of this Agreement;
(c) the Principal Underwriter shall have the right to terminate this
Agreement on six (6) months' written notice thereof given in writing to the
Fund; and
(d) the Trust shall have the right to terminate this Agreement
forthwith in the event that it shall have been established by a court of
competent jurisdiction that the Principal Underwriter or any director or hall
officer of the Principal Underwriter has taken any action which results in a
breach of the covenants set out in paragraph 9 hereof.
11. In the event of the assignment of this Agreement by the Principal
Underwriter, this Agreement shall automatically terminate. his Agreement
12. Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage paid, to the other party, at such address as such
other party may designate for the receipt of such notices. age Until further
notice to the other party, it is agreed that the record address of the Trust and
that of the Principal Underwriter, shall be 24 Federal Street, Boston,
Massachusetts 02110.
13. The services of the Principal Underwriter to the Fund hereunder are
not to be deemed to be exclusive, the Principal Underwriter being free to (a)
render similar service to, and to act as principal underwriter in connection
with the distribution of shares of, other series of the Trust or other
investment companies, and (b) engage in other business and activities from time
to time.
14. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.
15. The Principal Underwriter expressly acknowledges the provision in
the Trust's Declaration of Trust limiting the personal liability of the
shareholders of the Fund or the Trustees of the Trust. The Principal Underwriter
hereby agrees that it shall have recourse to the Trust or the Fund for payment
of claims or obligations as between the Trust or the Fund and the Principal
Underwriter arising out of this Agreement and shall not seek satisfaction from
the shareholders or any shareholder of the Trust or from the Trustees or any
Trustee of the Trust. The Fund shall not be responsible for obligations of any
other series of the Trust.
16. All references in this Agreement to the "Original Agreement" shall
mean the Distribution Agreement dated October 28, 1993 between the Trust on
behalf of the Fund and the Principal Underwriter.
17. This Agreement shall amend, replace and be substituted for the
Original Agreement as of the opening of business on January 30, 1995, and this
Agreement shall be effective as of such time. The outstanding uncovered
distribution charges of the Principal Underwriter calculated under the Original
Agreement as of the close of business on January 29, 1995 shall be the
outstanding uncovered distribution charges of the Principal Underwriter
calculated under this Agreement as of the opening of business on January 30,
1995.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the 27th day of January, 1995.
EATON VANCE INVESTORS TRUST
(on behalf of EV CLASSIC INVESTORS FUND)
By /s/M. Dozier Gardner
------------------------------------
President
EATON VANCE DISTRIBUTORS INC.
By /s/Wharton P. Whitaker
------------------------------------
President
EX 99.11(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 70 to the
Registration Statement on Form N-1A (1933 Act File Number 2-11617) of Eaton
Vance Investors Trust: EV Classic Investors Fund (the "Fund") of our report
dated February 24, 1995 on our audit of the financial statements and financial
highlights of the Fund and of our report dated February 24, 1995 on our audit of
the financial statements and supplementary data of Investors Portfolio, which
reports are included in the Annual Report to Shareholders for the year ended
January 31, 1995, which is incorporated by reference in this Registration
Statement.
We also consent to the reference to our Firm under the caption "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.
/s/Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 24, 1995
EX 99.11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 70 to the
Registration Statement on Form N-1A (1933 Act File Number 2-11617) of Eaton
Vance Investors Trust: EV Marathon Investors Fund (the "Fund") of our report
dated February 24, 1995 on our audit of the financial statements and financial
highlights of the Fund and of our report dated February 24, 1995 on our audit of
the financial statements and supplementary data of Investors Portfolio, which
reports are included in the Annual Report to Shareholders for the year ended
January 31, 1995, which is incorporated by reference in this Registration
Statement.
We also consent to the reference to our Firm under the caption "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.
/s/Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 24, 1995
EX 99.11(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 70 to the
Registration Statement on Form N-1A (1933 Act File Number 2-11617) of Eaton
Vance Investors Trust: EV Traditional Investors Fund (the "Fund") of our report
dated February 24, 1995 on our audit of the financial statements and financial
highlights of the Fund and of our report dated February 24, 1995 on our audit of
the financial statements and supplementary data of Investors Portfolio which
reports are included in the Annual Report to Shareholders for the year ended
January 31, 1995, which is incorporated by reference in this Registration
Statement.
We also consent to the reference to our Firm under the caption "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.
/s/Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 24, 1995
EX 99.15(b)
EATON VANCE INVESTORS TRUST
AMENDED DISTRIBUTION PLAN
ON BEHALF OF
EV CLASSIC INVESTORS FUND
WHEREAS, Eaton Vance Investors Trust (the "Trust") engages in business
as an open-end investment company with multiple series and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust adopted a separate Distribution Plan (the "Original
Plan") on behalf of its series, EV Classic Investors Fund (the "Fund"), pursuant
to which the Fund has made payments in connection with the distribution of
shares of the Fund;
WHEREAS, the Trust employs Eaton Vance Distributors, Inc. to act as
Principal Underwriter (as defined in the Act) of shares of the Fund, but does
not intend to remunerate the Principal Underwriter unless and until the
Principal Underwriter sells shares of the Fund;
WHEREAS, the Fund will pay the Principal Underwriter sales commissions
and distribution fees only in connection with the sale of shares of the Fund;
WHEREAS, the Fund intends to pay service fees as contemplated in
subsections (b) and (d) of Section 26 of Article III of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD
Rules");
WHEREAS, the Trustees of the Trust have determined that it is desirable
to amend and replace the Original Plan with this Amended Distribution Plan; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Amended Distribution Plan will
benefit the Fund and its shareholders.
NOW, THEREFORE, the Trust hereby adopts this Amended Distribution Plan
(this "Plan") on behalf of the Fund in accordance with Rule 12b-1 under the Act
and containing the following terms and conditions:
1. The Fund will pay sales commissions and distribution fees to the
Principal Underwriter only after and as a result of the sales of shares of the
Fund. The Principal Underwriter will provide the Fund with such distribution
services and facilities as the Trust may from time to time consider necessary to
accomplish the sale of shares of the Fund. It is understood that the Principal
Underwriter may pay such sales commissions and make such other payments to
Authorized Firms and other persons as it considers appropriate to encourage
distribution of such shares.
2. On each sale of Fund shares (excluding reinvestment of dividends and
distributions), the Fund shall pay the Principal Underwriter a sales commission
in an amount not exceeding 6.25% of the price received by the Fund therefor,
such payment to be made in the manner set forth and subject to the terms of this
Plan. The amount of the sales commission shall be established from time to time
by vote or other action of a majority of (i) those Trustees of the Trust who are
not "interested persons" (as defined in the Act) of the Trust and have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in
office. The Fund shall also pay the Principal Underwriter a separate
distribution fee (calculated in accordance with Section 3), such payment to be
made in the manner set forth and subject to the terms of this Plan.
3. The sales commissions and distribution fees referred to in Section 2
shall be accrued and paid by the Fund in the following manner. The Fund shall
accrue daily an amount calculated at the rate of .75% per annum of the daily net
assets of the Fund, which net assets shall be computed in accordance with the
governing documents of the Trust and applicable votes and determinations of the
Trustees of the Trust. The daily amounts so accrued throughout the month shall
be paid to the Principal Underwriter on the last day of each month. The amount
of such daily accrual, as so calculated, shall first be applied and charged to
all unpaid sales commissions, and the balance, if any, shall then be applied and
charged to all unpaid distribution fees. No amount shall be accrued with respect
to any day on which there exist no outstanding uncovered distribution charges of
the Principal Underwriter. The amount of such uncovered distribution charges
shall be calculated daily. For purposes of this calculation, distribution
charges of the Principal Underwriter shall include (a) the aggregate of all
sales commissions which the Principal Underwriter has been paid pursuant to this
Section 3 (and pursuant to Section 3 of the Original Plan) plus all sales
commissions which it is entitled to be paid pursuant to Section 2 (and pursuant
to Section 2 of the Original Plan) since inception of the Original Plan through
and including the day next preceding the date of calculation, and (b) an amount
equal to the aggregate of all distribution fees referred to below which the
Principal Underwriter has been paid pursuant to this Section 3 (and pursuant to
Section 3 of the Original Plan) plus all such fees which it is entitled to be
paid pursuant to Section 2 (and pursuant to Section 2 of the Original Plan)
since inception of the Original Plan through and including the day next
preceding the date of calculation. From this sum (distribution charges) there
shall be subtracted (i) the aggregate amount paid or payable to the Principal
Underwriter pursuant to this Section 3 (and pursuant to Section 3 of the
Original Plan) since inception of the Original Plan through and including the
day next preceding the date of calculation and (ii) the aggregate amount of all
contingent deferred sales charges paid or payable to the Principal Underwriter
since inception of the Original Plan through and including the day next
preceding the date of calculation. If the result of such subtraction is a
positive amount, a distribution fee [computed at the rate of 1% per annum above
the prime rate (being the base rate on corporate loans posted by at least 75% of
the nation's 30 largest banks) then being reported in the Eastern Edition of The
Wall Street Journal or if such prime rate is not so reported such other rate as
may be designated from time to time by vote or other action of a majority of (i)
the Rule 12b-1 Trustees and (ii) all of the Trustees then in office] shall be
computed on such amount and added to such amount, with the resulting sum
constituting the amount of outstanding uncovered distribution charges of the
Principal Underwriter with respect to such day for all purposes of this Plan. If
the result of such subtraction is a negative amount, there shall exist no
outstanding uncovered distribution charges of the Principal Underwriter with
respect to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and paid
pursuant to this Section 3 during any fiscal year of the Fund shall not exceed
.75% of the average daily net assets of the Fund for such year.
4. The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges paid or payable with respect to any day on
which there exist outstanding uncovered distribution charges of the Principal
Underwriter. The Fund shall be entitled to receive all remaining contingent
deferred sales charges paid or payable by shareholders with respect to any day
on which there exist no outstanding uncovered distribution charges of the
Principal Underwriter, provided that no such sales charge which would cause the
Fund to exceed the maximum applicable cap imposed thereon by paragraph (2) of
subsection (d) of Section 26 of Article III of the NASD Rules shall be imposed.
5. The Fund may make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons. The aggregate of such payments
during any fiscal year of the Fund shall not exceed .25% of the Fund's average
daily net assets for such year. Appropriate adjustment of service fee payments
shall be made whenever necessary to ensure that no such payment shall cause the
Fund to exceed the applicable maximum cap imposed thereon by paragraph (5) of
subsection (d) of Section 26 of Article III of the NASD Rules.
6. This Plan shall not take effect until after it has been approved by
both a majority of (i) the Rule 12b-1 Trustees and (ii) all of the Trustees then
in office, cast in person at a meeting (or meetings) called for the purpose of
voting on this Plan.
7. Any agreements between the Trust on behalf of the Fund and any
person relating to this Plan shall be in writing and shall not take effect until
approved in the manner provided for Trustee approval of this Plan in Section 6.
8. This Plan shall continue in effect through and including April 28,
1995, and shall continue in effect indefinitely thereafter, but only for so long
as such continuance after April 28, 1995 is specifically approved at least
annually in the manner provided for Trustee approval of this Plan in Section 6.
9. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement made on
behalf of the Fund shall be the President or any Vice President of the Trust.
Such persons shall provide to the Trustees of the Trust and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.
10. This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund. The Principal Underwriter shall also be entitled to
receive all contingent deferred sales charges paid or payable with respect to
any day subsequent to termination of this Plan on which there exist outstanding
uncovered distribution charges of the Principal Underwriter.
11. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Sections 2, 3 and 5 unless such amendment is
approved by a vote of at least a majority of the outstanding voting securities
of the Fund. In addition, all material amendments to this Plan shall be approved
in the manner provided for Trustee approval of this Plan in Section 6.
12. While this Plan is in effect, the selection and nomination of the
Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1
Trustees.
13. The Trust shall preserve copies of this Plan and any related
agreements made by the Trust on behalf of the Fund and all reports made pursuant
to Section 9, for a period of not less than six years from the date of this
Plan, or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.
14. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Trust's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders of the Trust, officers or Trustees of the Trust or any other series
of the Trust.
15. When used in this Plan, the term "service fees" shall have the same
meaning as such term has in subsections (b) and (d) of Section 26 of Article III
of the NASD Rules. When used in this Plan, the term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.
16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or regulation of the Securities and Exchange
Commission or otherwise, the remainder of this Plan shall not be affected
thereby.
17. This Plan shall amend, replace and be substituted for the Original
Plan as of the opening of business on January 30, 1995 and this Plan shall be
effective as of such time. The outstanding uncovered distribution charges of the
Principal Underwriter calculated under the Original Plan as of the close of
business on January 29, 1995 shall be the outstanding uncovered distribution
charges of the Principal Underwriter calculated under this Plan as of the
opening of business on January 30, 1995.
IN WITNESS WHEREOF, the Trust has executed this Plan on behalf of the
Fund on the 27th day of January, 1995.
EATON VANCE INVESTORS TRUST
(on behalf of EV CLASSIC INVESTORS FUND)
BY /s/M. Dozier Gardner
----------------------------------
President
Attest:
/s/Thomas Otis
-----------------------
Secretary
EX 99.16
EV CLASSIC INVESTORS FUND
INVESTMENT PERFORMANCE
The table below indicates the total return (capital changes plus reinvestment of
all distributions) on a hypothetical investment of $1,000 in the Fund covering
the life of the Fund ending January 31, 1995. Past performance is not indicative
of future results. Investment return and principal value will fluctuate and
shares, when redeemed, may be worth more or less than their original cost.
<TABLE>
<CAPTION>
NUMBER OF
SHARES GAINED
NET ASSET THROUGH TOTAL
NUMBER VALUE ON REINVESTMENT OF NUMBER OF
INVESTMENT INVESTMENT AMOUNT OF OF SHARES DATE OF ALL DISTRIBUTIONS SHARES AS
PERIOD DATE INVESTMENT PURCHASED INVESTMENT THROUGH 01/31/95 OF 01/31/95
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LIFE OF 11/02/93 $1,000 100.000 $10.00 2.631 102.631
THE FUND
(1.25 YRS)
1 YEAR
ENDING 01/31/94 $1,000 95.602 $10.46 2.514 98.117
01/31/95
<CAPTION>
01/31/95 01/31/95 TOTAL RETURN TOTAL RETURN
VALUE OF VALUE OF THROUGH 01/31/95 THROUGH 01/31/95
01/31/95 INVESTMENT INVESTMENT BEFORE DEDUCTING THE CDSC AFTER DEDUCTING THE CDSC<F1>
INVESTMENT NET ASSET BEFORE DEDUCTING AFTER DEDUCTING ------------------------------ -----------------------------
PERIOD VALUE<F4> THE CDSC THE CDSC<F1> CUMULATAIVE<F2> ANNUALIZED<F5> CUMULATIVE<F3> ANNUALIZED<F5>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF $9.61 $986.28 $986.28 -1.37% -1.10% -1.37% -1.10%
THE FUND
(1.25 YRS)
1 YEAR
ENDING $9.61 $942.90 $933.71 -5.71% -5.71% -6.63% -6.63%
01/31/95
<FN>
<F1> No contingent deferred sales charge (CDSC) is imposed on shares purchased more than one year prior to the redemption, shares
acquired through the reinvestment of dividends and distributions and any appreciation in value of other shares in the account.
<F2> Cumulative total return (net asset value to net asset value) is calculated by dividing the cumulative net asset value on
01/31/95 by the initial net asset value.
<F3> Cumulative total return (net asset value to net asset value) is calculated by dividing the cumulative net asset value on
01/31/95 by the initial net asset value and subtracting the CDSC.
<F4> 01/31/95 Net Asset Value is an unaudited figure
<F5> Average annual total return is the average annual compounded rate of return based on the cumulative value for each period. It
is calculated by taking the nth root of 1 + the cumulative total return, where n = the number of years invested.
</TABLE>
<PAGE>
EV MARATHON INVESTORS FUND
INVESTMENT PERFORMANCE
The table below indicates the total return (capital changes plus reinvestment of
all distributions) on a hypothetical investment of $1,000 in the Fund covering
the life of the Fund ending January 31, 1995. Past performance is not indicative
of future results. Investment return and principal value will fluctuate and
shares, when redeemed, may be worth more or less than their original cost.
<TABLE>
<CAPTION>
NUMBER OF
SHARES GAINED
NET ASSET THROUGH TOTAL
NUMBER VALUE ON REINVESTMENT OF NUMBER OF
INVESTMENT INVESTMENT AMOUNT OF OF SHARES DATE OF ALL DISTRIBUTIONS SHARES AS
PERIOD DATE INVESTMENT PURCHASED INVESTMENT THROUGH 01/31/95 OF 01/31/95
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LIFE OF 11/02/93 $1,000 100.000 $10.00 2.879 102.879
THE FUND
(1.25 YRS)
1 YEAR
ENDING 01/31/94 $1,000 96.246 $10.39 2.768 99.015
01/31/95
<CAPTION>
01/31/95 01/31/95 TOTAL RETURN TOTAL RETURN
VALUE OF VALUE OF THROUGH 01/31/95 THROUGH 01/31/95
01/31/95 INVESTMENT INVESTMENT BEFORE DEDUCTING THE CDSC AFTER DEDUCTING THE CDSC<F1>
INVESTMENT NET ASSET BEFORE DEDUCTING AFTER DEDUCTING ------------------------------ -----------------------------
PERIOD VALUE<F4> THE CDSC THE CDSC<F1> CUMULATAIVE<F2> ANNUALIZED<F5> CUMULATIVE<F3> ANNUALIZED<F5>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF $9.54 $981.47 $933.77 -1.85% -1.49% -6.62% -5.35%
THE FUND
(1.25 YRS)
1 YEAR
ENDING $9.54 $944.60 $898.69 -5.54% -5.54% -10.13% -10.13%
01/31/95
<FN>
<F1> No contingent deferred sales charge (CDSC) is imposed on shares purchased more than one year prior to the redemption, shares
acquired through the reinvestment of dividends and distributions and any appreciation in value of other shares in the account,
and no such charge is imposed on exchanges of fund shares for shares of one or more other funds in the Eaton Vance Marathon
Group of Funds.
<F2> Cumulative total return (net asset value to net asset value) is calculated by dividing the cumulative net asset value on
01/31/95 by the initial net asset value.
<F3> Cumulative total return (net asset value to net asset value) is calculated by dividing the cumulative net asset value on
01/31/95 by the initial net asset value and subtracting the CDSC.
<F4> 01/31/95 Net Asset Value is an unaudited figure
<F5> Average annual total return is the average annual compounded rate of return based on the cumulative value for each period. It
is calculated by taking the nth root of 1 + the cumulative total return, where n = the number of years invested.
</TABLE>
<PAGE>
EV TRADITIONAL INVESTORS FUND
INVESTMENT PERFORMANCE
The table below indicates the total return (capital changes plus reinvestment of
all distributions) on a hypothetical investment of $1,000 in the Fund covering
the ten, five, and one year periods ending January 31, 1995. Past performance is
not indicative of future results. Investment return and principal value will
fluctuate and shares, when redeemed, may be worth more or less than their
original cost.
<TABLE>
<CAPTION>
DOLLAR VALUE NUMBER OF
ON DATE OF SHARES GAINED
OFFERING NET ASSET INVESTMENT THROUGH TOTAL
PRICE ON NUMBER VALUE ON (INITIAL INVESTMENT REINVESTMENT OF NUMBER OF
INVESTMENT INVESTMENT AMOUNT OF DATE OF OF SHARES DATE OF LESS THE SALES ALL DISTRIBUTIONS SHARES AS
PERIOD DATE INVESTMENT INVESTMENT<F1> PURCHASED INVESTMENT CHARGE<F1> THROUGH 01/31/95 OF 01/31/95
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 YEARS
ENDED 01/31/85 $1,000 $8.20 121.951 $7.81 $952.44 245.794 367.745
01/31/95
5 YEARS
ENDED 01/31/89 $1,000 $7.54 132.626 $7.18 $952.25 77.122 209.748
01/31/95
1 YEAR
ENDED 01/31/94 $1,000 $7.98 125.313 $7.60 $952.38 7.724 133.037
01/31/95
<CAPTION>
TOTAL RETURN TOTAL RETURN
ENDING THROUGH 01/31/95 THROUGH 01/31/95
REDEEMABLE (NET ASSET VALUE (MAXIMUM OFFERING PRICE
01/31/95 DOLLAR VALUE TO NET ASSET VALUE) TO NET ASSET VALUE)
INVESTMENT NET ASSET OF INVESTMENT ------------------------------ -----------------------------
PERIOD VALUE<F4> ON 01/31/95 CUMULATAIVE<F3> ANNUALIZED<F5> CUMULATIVE<F2> ANNUALIZED<F5>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10 YEARS
ENDED $6.84 $2,515.37 164.10% 10.20% 151.55% 9.66%
01/31/95
5 YEARS
ENDED $6.84 $1,434.68 50.66% 8.54% 43.51% 7.49%
01/31/95
1 YEAR
ENDED $6.84 $ 909.97 -4.45% -4.45% -8.99% -8.99%
01/31/95
<FN>
<F1> Reflects the current maximum sales charge of 4.75%.
<F2> Cumulative total return (offering price to net asset value) is calculated by dividing the ending dollar value on 01/31/95 by
the initial investment amount of $1,000.
<F3>Cumulative total return (net asset value to net asset value) is calculated by dividing the ending dollar value on 1/31/95 by
the initial investment less the sales charge.
<F4> 01/31/95 Net Asset Value is an unaudited figure.
<F5> Annualized total return is the average annual compounded rate of return based on the cumulative value for each period. It is
calculated by taking the nth root of 1 + the cumulative total return, where n = the number of years invested.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102822
<NAME> EATON VANCE INVESTORS TRUST
<SERIES>
<NUMBER> 2
<NAME> EV CLASSIC INVESTORS FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-END> JAN-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,989,330
<RECEIVABLES> 60,976
<ASSETS-OTHER> 31,861
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,082,167
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,951
<TOTAL-LIABILITIES> 8,951
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,176,334
<SHARES-COMMON-STOCK> 215,648
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 34
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16,270)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (86,882)
<NET-ASSETS> 2,073,216
<DIVIDEND-INCOME> 38,033
<INTEREST-INCOME> 58,442
<OTHER-INCOME> (13,787)
<EXPENSES-NET> 52,187
<NET-INVESTMENT-INCOME> 30,501
<REALIZED-GAINS-CURRENT> (22,258)
<APPREC-INCREASE-CURRENT> (110,008)
<NET-CHANGE-FROM-OPS> (101,765)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 30,501
<DISTRIBUTIONS-OF-GAINS> 420
<DISTRIBUTIONS-OTHER> 16,034
<NUMBER-OF-SHARES-SOLD> 377,194
<NUMBER-OF-SHARES-REDEEMED> 229,784
<SHARES-REINVESTED> 4,769
<NET-CHANGE-IN-ASSETS> 1,409,253
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 99,562
<AVERAGE-NET-ASSETS> 2,042,879
<PER-SHARE-NAV-BEGIN> 10.46
<PER-SHARE-NII> 0.215
<PER-SHARE-GAIN-APPREC> (0.810)
<PER-SHARE-DIVIDEND> (0.166)
<PER-SHARE-DISTRIBUTIONS> (0.076)
<RETURNS-OF-CAPITAL> (0.013)
<PER-SHARE-NAV-END> 9.61
<EXPENSE-RATIO> 3.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102822
<NAME> EATON VANCE INVESTORS TRUST
<SERIES>
<NUMBER> 3
<NAME> EV MARATHON INVESTORS FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-END> JAN-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 14,460,011
<RECEIVABLES> 27,927
<ASSETS-OTHER> 33,357
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,521,295
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,325
<TOTAL-LIABILITIES> 13,325
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,746,282
<SHARES-COMMON-STOCK> 1,520,279
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 56,796
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (49,175)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (245,933)
<NET-ASSETS> 14,507,970
<DIVIDEND-INCOME> 166,615
<INTEREST-INCOME> 253,355
<OTHER-INCOME> (58,633)
<EXPENSES-NET> 148,787
<NET-INVESTMENT-INCOME> 212,550
<REALIZED-GAINS-CURRENT> (66,913)
<APPREC-INCREASE-CURRENT> (312,931)
<NET-CHANGE-FROM-OPS> (167,294)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 204,818
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 649
<NUMBER-OF-SHARES-SOLD> 1,591,466
<NUMBER-OF-SHARES-REDEEMED> 329,514
<SHARES-REINVESTED> 18,936
<NET-CHANGE-IN-ASSETS> 12,021,305
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 148,787
<AVERAGE-NET-ASSETS> 8,621,119
<PER-SHARE-NAV-BEGIN> 10.39
<PER-SHARE-NII> 0.286
<PER-SHARE-GAIN-APPREC> (0.861)
<PER-SHARE-DIVIDEND> (0.274)
<PER-SHARE-DISTRIBUTIONS> (0.001)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.54
<EXPENSE-RATIO> 2.29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102822
<NAME> EATON VANCE INVESTORS TRUST
<SERIES>
<NUMBER> 1
<NAME> EV TRADITIONAL INVESTORS FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-END> JAN-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 200,708,153
<RECEIVABLES> 14,571
<ASSETS-OTHER> 16,089
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 200,738,813
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 319,859
<TOTAL-LIABILITIES> 319,859
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 174,660,208
<SHARES-COMMON-STOCK> 29,291,350
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 263,835
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,491,551
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24,003,360
<NET-ASSETS> 200,418,954
<DIVIDEND-INCOME> 4,181,063
<INTEREST-INCOME> 6,199,563
<OTHER-INCOME> (1,472,705)
<EXPENSES-NET> 437,423
<NET-INVESTMENT-INCOME> 8,470,498
<REALIZED-GAINS-CURRENT> 1,556,290
<APPREC-INCREASE-CURRENT> (20,258,131)
<NET-CHANGE-FROM-OPS> (10,231,343)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,249,107
<DISTRIBUTIONS-OF-GAINS> 4,372,413
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,384,961
<NUMBER-OF-SHARES-REDEEMED> 3,061,441
<SHARES-REINVESTED> 1,050,557
<NET-CHANGE-IN-ASSETS> (26,983,299)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 437,423
<AVERAGE-NET-ASSETS> 437,423
<PER-SHARE-NAV-BEGIN> 7.60
<PER-SHARE-NII> 0.283
<PER-SHARE-GAIN-APPREC> (0.623)
<PER-SHARE-DIVIDEND> (0.275)
<PER-SHARE-DISTRIBUTIONS> (0.145)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.84
<EXPENSE-RATIO> 0.91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000912749
<NAME> INVESTORS PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-END> JAN-31-1995
<INVESTMENTS-AT-COST> 189,522,806
<INVESTMENTS-AT-VALUE> 213,193,350
<RECEIVABLES> 5,535,266
<ASSETS-OTHER> 11,899
<OTHER-ITEMS-ASSETS> 343
<TOTAL-ASSETS> 218,740,858
<PAYABLE-FOR-SECURITIES> 1,575,205
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,158
<TOTAL-LIABILITIES> 1,583,363
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 193,486,951
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,670,544
<NET-ASSETS> 217,157,495
<DIVIDEND-INCOME> 4,385,712
<INTEREST-INCOME> 6,511,359
<OTHER-INCOME> 0
<EXPENSES-NET> 1,545,125
<NET-INVESTMENT-INCOME> 9,351,946
<REALIZED-GAINS-CURRENT> 1,467,119
<APPREC-INCREASE-CURRENT> (20,681,070)
<NET-CHANGE-FROM-OPS> (9,862,005)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (13,176,334)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,375,751
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,545,125
<AVERAGE-NET-ASSETS> 220,036,185
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
