EATON VANCE CASH MANAGEMENT FUND, 485B24E, 1995-05-01

EATON VANCE CASH MANAGEMENT FUND
485B24E, 1995-05-01

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1995

1933 ACT FILE NO. 2-52148
1940 ACT FILE NO. 811-2534
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 27 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 18 [X]

EATON VANCE CASH MANAGEMENT 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)

H. DAY BRIGHAM, JR.
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective on May 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.

Cash Management Portfolio has also executed this Registration Statement.

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
PROPOSED
AMOUNT OF AGGREGATE
SHARES PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE OFFERING REGISTRATION
BEING REGISTERED REGISTERED PER SHARE PRICE(1) FEE
- --------------------------------------------------------------------------------
Shares of beneficial
interest ............... 2,732,490 $1.00 $2,732,490 $100
================================================================================
(1) Registrant elects to calculate the maximum aggregate offering price pursuant
to Rule 24e-2. 749,120,704 shares were redeemed during the fiscal year ended
December 31, 1994. 746,678,214 shares were used for reductions pursuant to
Paragraph (c) of Rule 24f-2 during such fiscal year. 2,442,490 of the shares
redeemed are being used for the reduction of the registration fee in this
Amendment. While no fee is required for the 2,442,490 shares, the Registrant
has elected to register, for $100, an additional 290,000 shares (290,000
shares at $1.00 per share).

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933. Registrant filed an amended Rule 24f-2 Notice for the fiscal year ended
December 31, 1994 on April 21, 1995. Registrant continues its election to
register an indefinite number of shares of beneficial interest pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
================================================================================

<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 Securities Act of 1933
Part A -- The Prospectus
Part B -- Statement of Additional Information
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits

<PAGE>

EATON VANCE CASH MANAGEMENT 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 Funds' Financial
Information Highlights;
Yield Information
4. .............. General Description of The Funds' Investment
Registrant Objectives; How the Funds
Invest their Assets;
Organization of the Funds
and the Portfolio
5. .............. Management of the Fund Management of the Funds and
the Portfolio
5A. .............. Management's Discussion of Not Applicable
Fund Performance
6. .............. Capital Stock and Other Organization of the Funds
Securities and the Portfolio; The
Lifetime Investing
Account/Distribution
Options; Distributions
and Taxes
7. .............. Purchase of Securities Being Valuing Fund Shares; How
Offered to Buy Fund Shares; 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 Objective and
Policies Policies; Investment
Restrictions
14. ............... Management of the Fund Trustees and Officers; Fees
and Expenses
15. ............... Control Persons and Control Persons and
Principal Holders of Principal Holders of
Securities Securities
16. ............... Investment Advisory and Investment Adviser and
Other Administrator; Custodian;
Services Independent Accountants;
Fees and Expenses
17. ............... Brokerage Allocation and Portfolio Security
Other Transactions; Fees and
Practices Expenses
18. ............... Capital Stock and Other Other Information
Securities
19. ............... Purchase, Redemption and Service for Withdrawal;
Pricing of Securities Determination of Net
Being Offered Asset Value; Principal
Underwriter; Fees and
Expenses
20. ............... Tax Status Taxes; Additional Tax
Matters
21. ............... Underwriters Principal Underwriter Fees
and Expenses
22. ............... Calculation of Yield Calculation of Yield
Quotations of Quotations Yield
Money Market Funds Information
23. ............... Financial Statements Financial Statements

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS
EATON VANCE CASH MANAGEMENT FUND
EATON VANCE LIQUID ASSETS FUND
EATON VANCE MONEY MARKET FUND
EATON VANCE TAX FREE RESERVES

EATON VANCE CASH MANAGEMENT FUND ("Cash Fund"), EATON VANCE LIQUID ASSETS
FUND ("Liquid Assets Fund") and EATON VANCE MONEY MARKET FUND ("Money Market
Fund") are diversified money market funds seeking high income consistent with
preservation of capital and maintenance of liquidity. EATON VANCE TAX FREE
RESERVE ("Tax Free Reserves") is a diversified money market fund seeking high
income exempt from regular Federal income tax consistent with preservation of
capital and maintenance of liquidity. The Cash, Liquid Assets and Money Market
Funds invest all of their assets in Cash Management Portfolio (the "Portfolio"),
a separate, diversified investment company with the same investment objective,
rather than investing in and managing its own portfolio of securities as with an
historically structured mutual fund. Tax Free Reserves invests directly in its
own portfolio of money market instruments.

AN INVESTMENT IN A FUND IS NOT GUARANTEED OR FEDERALLY INSURED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY. SHARES OF A FUND ARE NOT OBLIGATIONS OR DEPOSITS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY
INSTITUTION. THERE IS NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE. SHARES OF EACH 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 May 1, 1995 for each Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Statements of Additional Information are
available without charge from the Funds' principal underwriter, Eaton Vance
Distributors, Inc., 24 Federal Street, Boston, MA 02110 (telephone (800)
225-6265). TAX FREE RESERVES IS NOT AVAILABLE FOR PURCHASE IN ALL STATES.
CONTACT THE PRINCIPAL UNDERWRITER OR YOUR BROKER FOR INFORMATION.

- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
---- ----
<S> <C> <C> <C>
Shareholder and Fund Expenses ...................... 2 How to Redeem Fund Shares ...................... 17
The Funds' Financial Highlights .................... 4 Reports to Shareholders ........................ 19
The Funds' Investment Objectives ................... 7 The Lifetime Investing Account/Distribution
How the Funds Invest their Assets................... 7 Options ...................................... 19
Organization of the Funds and the Portfolio ........ 9 The Eaton Vance Exchange Privilege ............. 20
Management of the Funds and the Portfolio .......... 12 Eaton Vance Shareholder Services ............... 22
Distribution Plans ................................. 13 Distributions and Taxes ........................ 23
Valuing Fund Shares ................................ 15 Yield Information .............................. 24
How to Buy Fund Shares ............................. 16
- --------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1995

<PAGE>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CASH LIQUID ASSETS MONEY MARKET TAX FREE
SHAREHOLDER TRANSACTION EXPENSES FUND FUND FUND RESERVES
---- ------------- ------------ --------
<S> <C> <C> <C> <C>
Sales Charges Imposed on Purchases of Shares None None None None
Sales Charges Imposed on Reinvested Distributions None None None None
Fees to Exchange Shares None None None None
Range of Declining Contingent Deferred Sales Charges Imposed on Redemption
During the First Seven Years (as a percentage of redemption proceeds
exclusive of all reinvestments and capital appreciation in the
account) None 5.0% - 0% 5.0% - 0% None

ANNUAL FUND (AND ALLOCATED PORTFOLIO) OPERATING EXPENSES CASH LIQUID ASSETS MONEY MARKET TAX FREE
---- ------------- ------------ --------
(as a percentage of average net assets) FUND FUND FUND RESERVES

Investment Adviser Fee 0.50% 0.50% 0.50% 0.10%*
Rule 12b-1 Distribution (and Service) Fees -- 0.05 0.85 --
Interest Expense -- -- -- 0.07
Other Expenses 0.34 0.39 0.25 0.37
---- ---- ---- ---
Total Operating Expenses 0.84% 0.94% 1.60% 0.54%
==== ==== ==== ---
- ----------
*After reduction by Investment Adviser.

EXAMPLE
An investor would pay the following contingent deferred sales charge and
expenses on a $1,000 investment, assuming 5% annual return and redemption at the
end of each period:
CASH LIQUID ASSETS MONEY MARKET TAX FREE
FUND FUND FUND RESERVES
---- ------------- ------------ --------
1 Year N/A $ 60 $66 N/A
3 Years N/A 70 90 N/A
5 Years N/A 72 N/A N/A
10 Years N/A 115 N/A N/A

An investor would pay the following expenses on the same investment, assuming 5%
annual return and no redemptions:

CASH LIQUID ASSETS MONEY MARKET TAX FREE
FUND FUND FUND RESERVES
---- ------------- ------------ --------
1 Year $ 9 $ 10 $16 $ 10
3 Years 27 30 70 30
5 Years 47 52 N/A 52
10 Years 104 115 N/A 115

Notes:
</TABLE>

The tables and Examples are designed to help investors understand the costs
and expenses they will bear, directly or indirectly, by investing in the Funds.
Information for each of the Funds is based on their expenses for the most recent
fiscal year, except that information for the Money Market Fund is estimated for
its current fiscal year, since the Fund was only recently organized. The
Investment Adviser Fee for Tax Free Reserves reflects a partial waiver of the
fee. In the absence of the waiver, the Investment Adviser Fee would be 0.50%,
and Total Operating Expenses would be 0.94%.

The Cash, Liquid Assets, and Money Market Funds invest exclusively in the
Portfolio. Their Trustees believe that, over time, the aggregate per share
expenses of each Fund and the Portfolio should be approximately equal to, or
less than, the per share expense 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 Examples to assume a 5% annual return, but actual annual
return will vary. A long-term shareholder in a 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 and investors with different distribution
arrangements and fees may invest in the Portfolio in the future. See
"Organization of the Funds and the Portfolio".

<PAGE>

THE FUNDS' FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------

The following information should be read in conjunction with the financial
statements included in the Statement of Additional Information, all of which has
been so included in reliance upon the reports of Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing. Further
information regarding the performance of the Funds, is contained in their annual
reports to shareholders which may be obtained without charge by contacting the
Principal Underwriter, Eaton Vance Distributors, Inc.
<TABLE>
<CAPTION>

CASH FUND
-----------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------------------
1994 1993 1992 1991<F2> 1990<F2> 1989<F2> 1988<F2> 1987<F2> 1986<F2> 1985<F2>
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE --
beginning of year . $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment
income .......... $ 0.0345 $ 0.0251 $ 0.0306 $ 0.0537 $ 0.0755 $ 0.0846 $ 0.0688 $ 0.0607 $ 0.0610 $ 0.0738
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net
investment income .. $(0.0345) $(0.0251) $(0.0306) $(0.0537) $(0.0755) $(0.0846) $(0.0688) $(0.0607) $(0.0610) $(0.0738)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, end
of year ........... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
TOTAL RETURN<F4> ... 3.49% 2.54% 3.14% 5.51% 7.82% 8.87% 7.12% 6.23% 6.27% 7.66%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
year (000's
omitted)......... $111,622 $112,200 $161,986 $195,488 $250,658 $246,220 $174,842 $257,607 $212,050 $207,328
Ratio of expenses
to average net
assets .......... 0.844%<F5> 0.674% 0.760% 0.746% 0.710% 0.710% 0.719% 0.664% 0.697% 0.720%
Ratio of net
invesment income
to average net
assets ......... 3.396%<F5> 2.512% 3.088% 5.442% 7.540% 8.460% 6.920% 6.027% 6.130% 7.540%

Note: Certain of the per share amounts have been compiled using average shares
outstanding.
<FN>
<F1> For the nine months ended December 31, 1993.
<F2> Audited by the Funds' previous auditors.
<F3> Computed on an annualized basis.
<F4> 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 payable date.
<F5> Includes the Fund's share of Cash Management Portfolio's allocated income
and expenses for the period from May 2, 1994 to December 31, 1994.
(See footnotes on page 6)
</TABLE>

<PAGE>

<TABLE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LIQUID ASSETS FUND
-------------------------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31, YEAR ENDED MARCH 31,
----------------------- --------------------------------------------------------------------
1994 1993<F1> 1993<F2> 1992<F2> 1991<F2> 1990<F2> 1989<F2> 1988<F2>
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00

INCOME FROM INVESTMENT OPERATIONS:
Net investment income .... 0.03276 0.01133 0.02175 0.04155 0.06209 0.07265 0.06319 0.04775

LESS DISTRIBUTIONS:
Dividends from net
investment income ...... (0.03276) (0.01133) (0.02175) (0.04155) (0.06209) (0.07265) (0.06319) (0.04775)
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, end of year. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ======== ======== ========

TOTAL RETURN<F4> ............ 3.29% 1.14% 2.35% 4.38% 6.50% 7.59% 6.37% 4.46%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted) ........ $118,599 $10,566 $18,553 $9,145 $19,996 $21,601 $10,705 $13,105
Ratio of expenses to
average net assets ..... 0.94%<F5> 1.49%<F3> 0.92% 1.23% 1.68% 2.08% 1.71% 1.42%

Ratio of net investment
income to average net
assets ................. 3.55%<F5> 1.66%<F3> 2.33% 4.30% 6.23% 7.20% 6.24% 5.82%

During each of the periods presented the expenses related to the operation of
the Fund were reduced either by a reduction of the investment advisory fee, an
allocation of expenses to the investment adviser, or both. Had such actions not
been undertaken, net investment income per share and the ratios would have been
as follows:

</TABLE>
<TABLE>
<CAPTION>

YEAR ENDED YEAR ENDED MARCH 31,
DECEMBER 31, ---------------------------------------------------------------------
1993<F1> 1993<F2> 1992<F2> 1991<F2> 1990<F2> 1989<F2> 1988<F2>
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME PER SHARE ........... $0.00919 $0.01708 $0.03719 $0.05701 $0.06871 $0.05590 $0.03743
RATIOS (As a percentage of average net assets):

Expenses ................................ 1.80%<F3> 1.42% 1.73% 2.19% 2.47% 2.43% 3.16%
======== ======== ======== ======== ======== ======== ========

Net investment income ................... 1.35%<F3> 1.85% 3.80% 5.72% 6.81% 5.52% 4.08%
======== ======== ======== ======== ======== ======== ========
<FN>
<F1> For the nine months ended December 31, 1993.

<F2> Audited by the Funds' previous auditors.
<F3> Computed on an annualized basis.
<F4> 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 payable date.
<F5> Includes the Fund's share of Cash Management Portfolio's allocated income
and expenses for the period from May 2, 1994 to December 31, 1994.
(See footnotes on page 6)

</TABLE>

<PAGE>

THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

TAX FREE RESERVES
---------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991<F2> 1990<F2> 1989<F2> 1988<F2> 1987<F2> 1986<F2> 1985<F2>
---------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET
VALUE --
Beginning
of year ... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
---------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- ----------
INCOME FROM
OPERATIONS:
Net
investment
income.... $ 0.023548 $ 0.018399 $ 0.023468 $ 0.038797 $ 0.051929 $ 0.055218 $ 0.047113 $ 0.039484 $ 0.042457 $ 0.047214
---------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- ----------
LESS
DISTRIBUTIONS
DECLARED TO
SHAREHOLDERS:
From net
investment
income ... $(0.023548) $(0.018399) $(0.023468) $0.038797) $(0.051929) $(0.055218) $(0.047113) $(0.039484) $(0.042457) $(0.047214)
---------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSET
VALUE, end
of year .... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
========== ========== ========== =========== =========== =========== =========== =========== ========== ==========
TOTAL
RETURN<F4>.. 2.36% 1.86% 2.36% 3.92% 5.30% 5.67% 4.80% 4.01% 4.35% 4.79%
RATIOS/
SUPPLEMENTAL
DATA:
Net assets,
end of year
(000's
omitted) .. $29,021 $60,247 $44,337 $47,140 $53,753 $26,745 $73,855 $78,369 $77,137 $49,075
Interest
expense to
average net
assets .... 0.07% 0.03% 0.06% 0.09% 0.05% 0.26% 0.08% 0.07% 0.15% -- %
Net other
expenses to
average net
assets .... 0.47% 0.62% 0.53% 0.49% 0.70% 0.82% 0.76% 0.75% 0.61% 0.60%
Net investment
income to
average net
assets .... 2.27% 1.82% 2.34% 3.92% 5.19% 5.60% 4.70% 3.96% 4.14% 4.70%
</TABLE>

During each of the years in the five year period ended December 31, 1994, the
expenses related to the operation of the Fund were reduced either by a reduction
of the investment adviser fee, an allocation of expenses to the investment
adviser, or both. Had such actions not been undertaken, net investment income
per share and the ratios would have been as follows:
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------------
1994 1993 1992 1991<F2> 1990<F2> 1989<F2> 1987<F2> 1986<F2> 1985<F2>
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
PER SHARE ......... $ 0.018948 $ 0.016668 $ 0.020133 $ 0.034647 $ 0.050052 $ 0.054822 $ 0.008966 $ 0.009147 $ 0.007935
========== ========== ========== ========== ========== ========== ========== ========== ==========
RATIOS (As a
percentage of
average net
assets):
Other expenses ... 0.87% 0.82% 0.92% 0.91% 0.85% 0.85% 0.81% 0.72% 0.79%
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment
income .......... 1.88% 1.65% 2.01% 3.50% 5.04% 5.57% 3.90% 4.03% 4.51%
========== ========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>

From time to time it has been necessary for Tax Free Reserves to borrow from
banks as a temporary measure to facilitate the orderly sale of portfolio
securities to accommodate redemption requests. The following table summarizes
such temporary borrowings:
<TABLE>
<CAPTION>
AVERAGE DAILY AVERAGE WEEKLY AVERAGE AMOUNT
AMOUNT OF BALANCE OF BALANCE OF OF DEBT
YEAR ENDED DEBT OUTSTANDING DEBT OUTSTANDING SHARES OUTSTANDING PER SHARE
DECEMBER 31, AT END OF YEAR DURING YEAR DURING YEAR DURING YEAR
- ------------ ---------------- ---------------- ------------------ -----------
<S> <C> <C> <C> <C>
1986<F2> ........................... $ -- $1,316,000 66,327,940 $0.020
1987<F2> ........................... -- 1,312,000 68,850,770 0.019
1988<F2> ........................... 166,000 1,401,000 72,897,174 0.019
1989<F2> ........................... 82,000 1,825,000 52,596,221 0.035
1990<F2>............................ -- 192,000 31,243,924 0.006
1991<F2> ........................... -- 379,000 31,686,707 0.012
1992 ............................... -- 367,000 38,904,763 0.009
1993 ............................... 2,428,000 285,000 48,697,998 0.006
1994 ............................... 6,117,000 440,145 40,463,382 0.011

Footnotes:
<FN>
<F1> For the nine months ended December 31, 1993.

<PAGE>

THE FUNDS' INVESTMENT OBJECTIVES
- ------------------------------------------------------------------------------

The investment objective of EATON VANCE CASH MANAGEMENT FUND, EATON VANCE LIQUID
ASSETS FUND and EATON VANCE MONEY MARKET FUND is to provide as high a rate of
income as may be consistent with preservation of capital and maintenance of
liquidity. The investment objective of EATON VANCE TAX FREE RESERVES is to
provide a means whereby investors may earn as high a rate of income exempt from
regular Federal income tax as may be consistent with the preservation of capital
and maintenance of liquidity. The investment objective and policies of each 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 objective of a
Fund without shareholder approval. Each Fund seeks to maintain a constant net
asset value of $1 per share, although there can be no assurance it will be able
to do so.

The Cash Fund and Tax Free Reserves are offered to shareholders in exchange
for their shares in the Eaton Vance Traditional Group of Funds. The Money Market
Fund offers its shares to shareholders exchanging their shares from the Eaton
Vance Marathon and Eaton Vance Classic Group of Funds. (The Money Market Fund
may not be a suitable investment for investors who do not intend to use it as an
exchange vehicle.) The Liquid Assets Fund is currently closed to new
investments, whether by exchange or initial subscription.

HOW THE FUNDS INVEST THEIR ASSETS
- ------------------------------------------------------------------------------

CASH FUND, LIQUID ASSETS FUND, AND MONEY MARKET FUND

Each of these Funds seeks its objective by investing all of its assets in
the Portfolio, which is itself an open-end investment company. The Portfolio
invests in the following types of high quality, U.S. dollar-denominated money
market instruments of domestic and foreign issuers:

* U.S. GOVERNMENT SECURITIES: marketable securities issued or guaranteed as
to principal or interest by the U.S. Government or by its agencies or
instrumentalities. Some of these securities are backed by the full faith
and credit of the U.S. Government; others are backed only by the credit of
the agency or instrumentality issuing the securities.

* PRIME COMMERCIAL PAPER: high-grade, short-term obligations issued by
banks, corporations, and other issuers.

* CORPORATE OBLIGATIONS: high-grade, short-term obligations other than prime
commercial paper.

* BANK CERTIFICATES OF DEPOSIT (CDS): negotiable certificates issued against
funds deposited in a commercial bank for a definite period of time and
earning a specified return.

* BANKERS' ACCEPTANCES: negotiable drafts or bills of exchange, which have
been "accepted" by a bank, means, in effect, that the bank has
unconditionally agreed to pay the face value of the instrument on
maturity.

Investments are described further below under "All Funds -- Selection of
Investments." The Portfolio may invest without limit in securities of finance
companies or in securities of banks and thrift institutions (and their holding
companies) whenever yield differentials or money market conditions indicate that
such a concentration of the Portfolio's investments may be desirable.

The Portfolio may invest without limit in U.S. dollar-denominated
obligations of foreign issuers, including foreign banks. Such investments
involve special risks. These include future unfavorable political and economic
developments, possible withholding taxes, seizure of foreign deposits, interest
limitations or other governmental restrictions which might affect payment of
principal or interest. Additionally, there may be less public information
available about foreign banks and their branches. Foreign branches of foreign
banks are not regulated by U.S. banking authorities, and generally are not bound
by accounting, auditing and financial reporting standards comparable to U.S.
banks. Although the Portfolio's investment adviser carefully considers these
factors when making investments, the Portfolio does not limit the amount of its
assets which can be invested in one type of instrument or in any foreign
country.

TAX FREE RESERVES
Tax Free Reserves seeks to achieve its objective by investing in a
diversified portfolio of obligations, including bonds, notes and commercial
paper, issued by or on behalf of states, territories and possessions of the
United States and their political subdivisions, agencies and instrumentalities,
and the District of Columbia, the interest from which is exempt from regular
Federal income tax. The Fund may acquire stand-by commitments with respect to
portfolio securities and, with respect to 10% of net assets, may purchase shares
of unaffiliated investment companies with the same objective. Investments are
described further below under "All Funds -- Selection of Investments".

The Fund is designed for those institutional and individual investors who
seek to earn tax-free income and to avoid fluctuation in the value of their
investment while at the same time having the flexibility to liquidate and
withdraw funds at any time. By combining the assets of shareholders, the Fund
can provide yields normally available through investment in tax-free money
market instruments of large denominations, and can obtain the benefits of
diversification and liquidity through investment in the obligations of many
issuers with various maturities.

A portion of the dividends paid by the Fund may be subject to Federal income
tax, and dividends may be subject to state and local taxes. As a matter of
fundamental policy which may not be changed unless authorized by shareholder
vote, the Fund may not purchase any securities which would cause more than 20%
of the value of its total assets to be invested in securities the interest on
which is not exempt from Federal income tax.

Distribution of interest on "public purpose" state and municipal obligations
and on certain "private activity" obligations is exempt from all types of
Federal income taxes applicable to individuals. Interest on certain other
"private activity bonds" issued after August 7, 1986 is exempt from regular
Federal income tax applicable to individuals (and corporations) but is treated
as a tax preference item which could subject the recipient to the Federal
alternative maximum tax. (On December 31, 1994, the Fund did not hold any of
these investments in its portfolio). Interest on municipal obligations (whenever
issued) is included in "adjusted current earnings" for the purposes of the
alternative minimum tax applicable to corporations.

ALL FUNDS -- SELECTION OF INVESTMENTS
The Portfolio and Tax Free Reserves will invest only in U.S.
dollar-denominated high-quality securities and other U.S. dollar-denominated
money market instruments meeting credit criteria which the Trustees believe
present minimal credit risk. "High-quality securities" are (i) short-term
obligations rated in one of the two highest short-term ratings categories by at
least two nationally recognized rating services (or, if only one rating service
has rated the security, by that service), (ii) obligations rated at least AA by
Standard & Poor's Ratings Group or Aa by Moody's Investors Service, Inc. at the
time of investment, and (iii) unrated securities determined by the investment
adviser to be of comparable quality, subject to the overall supervision of the
Trustees. For a description of the instruments and ratings see the "Appendix" in
the Statement of Additional Information. Each of the Portfolio and Tax Free
Reserves will maintain a dollar-weighted average maturity of 90 days or less and
will not invest in securities with remaining maturities of more than 397 days.
The Portfolio and Tax Free Reserves may invest in variable or floating-rate
securities which bear interest at rates subject to periodic adjustment or which
provide for periodic recovery of principal on demand. Under certain conditions,
these securities may be deemed to have remaining maturities equal to the time
remaining until the next interest adjustment date or the date on which principal
can be recovered on demand. The Portfolio will not invest more than 5%
(determined at the time of investment) of its total assets in securities rated
below the highest applicable rating category, nor will it purchase securities of
any issuer if, immediately thereafter, more than 5% of the Portfolio's total
assets would be invested in securities of that issuer. The Portfolio and Tax
Free Reserves follow investment and valuation policies designed to maintain a
stable net asset value of $1 per Fund share, although there is no assurance that
these policies will be successful.

Considerations of liquidity and preservation of capital mean that the
Portfolio or Tax Free Reserves may not necessarily invest in money market
instruments paying the highest available yield at a particular time. Consistent
with their investment objectives, the Portfolio and Tax Free Reserves will
attempt to maximize yields by portfolio trading and by buying and selling
portfolio investments in anticipation of or in response to changing economic and
money market conditions and trends. The Portfolio and Tax Free Reserves may also
invest to take advantage of what their investment advisers believe to be
temporary disparities in yields of different segments of the high-grade money
market or among particular instruments within the same segment of the market.
These policies, as well as the relatively short maturities of obligations
purchased by the Portfolio and Tax Free Reserves, may result in frequent changes
in their portfolios. The Portfolio and Tax Free Reserves will not usually pay
brokerage commissions in connection with the purchase or sale of portfolio
securities.

Securities loans, repurchase agreements, when-issued securities and forward
commitments. The Portfolio and Tax Free Reserves may lend their portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the lender if the other party should default on its obligations or if the lender
is delayed or prevented from recovering the collateral. The Portfolio and Tax
Free Reserves may also purchase securities on a when-issued basis and for future
delivery by means of "forward commitments." A segregated account will be
maintained to cover such purchase obligations.

An investment in a Fund is subject to interest rate risk and credit risks of
the issuers of the money market instruments. Each Fund's income will fluctuate
and net asset value under certain circumstances could change. If any changes
were made in a Fund's investment objective, the Fund may no longer be
appropriate to certain investors. Investments and restrictions thereon are
further described in the Statements of Additional Information.

NONE OF THE FUNDS IS A COMPLETE INVESTMENT PROGRAM, AND PROSPECTIVE
INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES x AND OTHER INVESTMENTS
WHEN CONSIDERING THE PURCHASE OF FUND SHARES. THE FUNDS CANNOT ELIMINATE
RISK OF LOSS OR ASSURE y ACHIEVEMENT OF THEIR INVESTMENT OBJECTIVES.

ORGANIZATION OF THE FUNDS AND THE PORTFOLIO
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THE TRUSTEES OF EACH TRUST ARE RESPONSIBLE FOR THE OVERALL MANAGEMENT AND
SUPERVISION OF ITS AFFAIRS. Each trust may issue an unlimited number of shares
of beneficial interest (no par value per share) in one or more series. Each
share represents an equal proportionate beneficial interest in a Fund. When
issued and outstanding, the shares are fully paid and nonassessable by a 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 a Fund, shareholders are
entitled to share pro rata in the net assets of that Fund available for
distribution to shareholders.

The Cash Fund is a business trust established under Massachusetts law
pursuant to a Declaration of Trust dated October 16, 1974, as amended. Liquid
Assets Fund and Money Market Fund are series of Eaton Vance Liquid Assets Trust,
a business trust established under Massachusetts law pursuant to a Declaration
of Trust dated May 11, 1987, as amended. Tax Free Reserves is a business trust
established under Massachusetts law pursuant to a Declaration of Trust dated
July 15, 1981, as amended.

Cash Management 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 Funds, intend to comply with all
applicable Federal and state securities laws. The Portfolio's Declaration of
Trust provides that the Cash, Liquid Assets and Money Market Funds 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 a 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 each trust believe that neither the
Funds nor their shareholders will be adversely affected by reason of the Fund's
investing in the Portfolio.

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Cash, Liquid Assets or Money Market Fund should be aware that each of those
Funds, unlike mutual funds which directly acquire and manage their own
portfolios of securities, seeks to achieve its investment objective by investing
its assets in an interest in the Portfolio (although the Fund may hold a de
minimis amount of cash), which is a separate investment company with an
identical investment objective. Therefore, the Fund's interest in the securities
owned by the Portfolio is indirect. In addition to selling an interest to the
Fund, the Portfolio may sell interests to other affiliated and non-affiliated
mutual funds or institutional investors. Such investors will invest in the
Portfolio on the same terms and conditions and will pay a proportionate share of
the Portfolio's expenses. However, the other investors investing in the
Portfolio are not required to sell their shares at the same public offering
price as the Fund due to variations in sales commissions and other operating
expenses. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
various funds that invest in the Portfolio. Such differences in returns are also
present in other mutual fund structures, including funds that have multiple
classes of shares. For information regarding the investment objective, policies
and restrictions, see "The Funds" Investment Objectives" and "How the Funds
Invest their Assets". Further information regarding investment practices may be
found in the Statements of Additional Information.

The Trustees of each trust have considered the advantages and disadvantages
of investing the assets of the relevant 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.

Each of the Cash, Liquid Assets and Money Market Funds may withdraw
(completely redeem) all its assets from the Portfolio at any time if the Board
of Trustees of the relevant trust determines that it is in the best interest of
the Fund to do so. The investment objective and the nonfundamental investment
policies of a Fund and the Portfolio may be changed by the Trustees of a trust
and the Portfolio without obtaining the approval of the shareholders of the Fund
or the investors in the Portfolio, as the case may be. Any such change of the
investment objective will be preceded by thirty days' advance written notice to
the shareholders of the Fund or the investors in the Portfolio, as the case may
be. If a shareholder redeems shares because of a change in the nonfundamental
objective or policies of a Fund, those shares may be subject to a contingent
deferred sales charge, as described in "How to Redeem Fund Shares". In the event
a Fund withdraws all of its assets from the Portfolio, or the Board of Trustees
of a trust determines that the investment objective of the Portfolio is no
longer consistent with the investment objective of the Fund, the Trustees would
consider what action might be taken, including investing the assets of the Fund
in another pooled investment entity or retaining an investment adviser to manage
the Fund's assets in accordance with its investment objective. A 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, Eaton Vance Management sponsored and advised funds with more
traditional organizational structures. 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 Cash, Liquid Assets and Money
Market Funds 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 a 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 a 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. A Fund shall vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If securities
are distributed, a Fund could incur brokerage, tax or other charges in
converting the securities to cash. In addition, the distribution in kind may
result in a less diversified portfolio of investments or adversely affect the
liquidity of the Fund. Notwithstanding the above, there are other means for
meeting shareholder redemption requests, such as borrowing.

The Trustees of each 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 some of the Trustees
of the trust and the Trustees of the Portfolio are the same. Such procedures
require each Board to take action 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 a trust and the Portfolio, see the Statements of Additional
Information.

The shareholders of Tax Free Reserves have approved the adoption of an
investment policy for the Fund and the addition of a fundamental investment
provision to permit the Fund to invest its assets in an open-end management
investment company having substantially the same investment policies and
restrictions as the Fund. The Board of Trustees would implement the new
investment policy by investing the assets of the Fund in the Tax Free Reserves
Portfolio. If such action occurs, the foregoing discussion about the two-tier
investment structure would be applicable to Tax Free Reserves.

Although each Fund offers only its own shares of beneficial interest, it is
possible that a Fund might become liable for a misstatement or omission in this
Prospectus regarding another Fund because the Funds use this combined
Prospectus. The Trustees of each trust have considered this factor in approving
the use of a combined Prospectus.

MANAGEMENT OF THE FUNDS 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.
TAX FREE RESERVES ENGAGES 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 1/24 of 1% (equivalent to 0.50% annually) of the average daily
net assets of the Portfolio. For the period from the start of business, May 2,
1994, to December 31, 1994, the Portfolio paid BMR advisory fees equivalent to
0.50% (annualized) of the Portfolio's average daily net assets for such period.
BMR also furnishes for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Portfolio.

Eaton Vance, acting under the general supervision of the Trustees of Tax
Free Reserves, manages the Fund's investments and affairs. Under its investment
advisory agreement with Tax Free Reserves, Eaton Vance receives a monthly
advisory fee of 1/24 of 1% (equivalent to 0.50% annually) of average monthly net
assets of the Fund. Eaton Vance earned advisory fees of 0.50% of the Fund's
average monthly net assets for the fiscal year ended December 31, 1994. To
enhance the net income of the Fund, Eaton Vance reduced its fee by $162,287.
Eaton Vance also furnishes for the use of Tax Free Reserves office space and all
necessary office facilities, equipment and personnel for servicing the
investments of the Fund.

Money market instruments are often acquired directly from the issuers
thereof or otherwise are normally traded on a net basis (without commission)
through broker-dealers and banks acting for their own account. Such firms
attempt to profit from such transactions by buying at the bid price and selling
at the higher asked price of the market, and the difference is customarily
referred to as the spread. In selecting firms which will execute portfolio
transactions, BMR and Eaton Vance judge such executing firms' professional
ability and quality of service and use their best efforts to obtain execution at
prices which are advantageous and at reasonably competitive spreads. Subject to
the foregoing, BMR and Eaton Vance may consider sales of shares of the Funds or
of other investment companies sponsored by BMR or Eaton Vance as a factor in the
selection of firms to execute portfolio transactions.

Michael B. Terry has acted as the portfolio manager of the Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since 1984
and of BMR since 1992.

William H. Ahern has been an employee of Eaton Vance and has acted as the
portfolio manager of Tax Free Reserves since 1989. He has been an Assistant Vice
President of Eaton Vance since 1994.

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. EVD is a wholly-owned subsidiary of Eaton Vance.

The Trustees of Cash Fund, Liquid Assets Fund and Money Market Fund have
retained the services of Eaton Vance to act as Administrator of such Funds. Such
Trustees have not retained the services of an investment adviser since each Fund
seeks to achieve its investment objective by investing in the Portfolio. As
Administrator, Eaton Vance provides each such Fund with general office
facilities and supervises the overall administration of the Funds. For these
services, Eaton Vance currently receives no compensation. The Trustees of the
Funds may determine, in the future, to compensate Eaton Vance for such services.

The Portfolio and the Funds, 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
investment advisory or administrative services agreements, or by EVD under the
distribution agreements. Such costs and expenses to be borne by the Portfolio
and a Fund, as the case may be, include, without limitation: custody and
transfer agency fees and expenses, including those incurred for determining net
asset value and keeping accounting books and records; expenses of pricing and
valuation services; the cost of share certificates; membership dues in
investment company organizations; expenses of acquiring, holding and disposing
of securities and other investments; fees and expenses of registering under the
securities laws and governmental fees; expenses of reporting to shareholders and
investors; proxy statements and other expenses of shareholders' or investors'
meetings; insurance premiums; printing and mailing expenses; interest, taxes and
corporate fees; legal and accounting expenses; compensation and expenses of
Trustees not affiliated with BMR or Eaton Vance; and investment advisory fees
and, if any, administrative services fees. The Portfolio or a Fund, as the case
may be, will also each bear expenses incurred in connection with litigation in
which the Portfolio or a Fund, as the case may be, is a party and any legal
obligation to indemnify its respective officers and Trustees with respect
thereto.

DISTRIBUTION PLANS
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EATON VANCE MONEY MARKET 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 Money Market
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 Money Market 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 Money Market 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. 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.
With respect to Money Market Fund shares acquired as a result of an exchange
from one or more funds in the Eaton Vance Classic Group of Funds, the Principal
Underwriter currently expects to pay monthly sales commissions to an Authorized
Firm approximately equivalent to 1/12 of .75% of the value of such shares sold
by such Firm and remaining outstanding for at least one year from the date of
original purchase of the EV Classic fund shares. 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 MONEY MARKET 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. Accordingly, the Money Market 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 Money Market 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 Money Market Fund shares during the initial years of the
Fund's operations would cause a large portion of the sales commissions
attributable to a sale of Fund shares to be accrued and paid by the Fund to the
Principal Underwriter in fiscal years subsequent to the year in which such
shares were sold. This spreading of sales commissions payments under the Plan
over an extended period would result in the incurrence and payment of increased
distribution fees under the Plan.

THE PLAN AUTHORIZES THE MONEY MARKET FUND TO 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 MONEY MARKET FUND SHALL NOT
EXCEED .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR SUCH YEAR. The Trustees
of Eaton Vance Liquid Assets Trust have initially implemented the Plan by
authorizing the Money Market Fund to pay service fees to the Principal
Underwriter and Authorized Firms in amounts up to .15% per annum of the Fund's
average daily net assets based on the value of Fund shares sold by such persons
and remaining outstanding for at least one year (including in such holding
period the prior holding of any EV Marathon or EV Classic fund shares exchanged
for Fund shares). However, the Plan authorizes the Trustees of such trust on
behalf of the Fund to increase payments to the Principal Underwriter, Authorized
Firms and other persons from time to time without further action by shareholders
of the Fund, provided that the aggregate amount of payments made to such persons
under the Plan in any fiscal year of the Fund does not exceed .25% of the Fund's
average daily net assets. As permitted by the NASD Rule, such payments are made
for personal services and/or the maintenance of shareholder accounts. Service
fees are separate and distinct from the sales commissions and distribution fees
payable by the Fund to the Principal Underwriter, and as such are not subject to
automatic discontinuance when there are no outstanding Uncovered Distribution
Charges of the Principal Underwriter. The Money Market Fund expects to begin
accruing for its service fee payments during the quarter ending June 30, 1995.

EATON VANCE LIQUID ASSETS FUND has also adopted a Distribution Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940, which is described in
its Statement of Additional Information. The Liquid Assets Plan authorizes
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. The
Trustees have implemented the Plan by authorizing the Fund to pay service fees
to Authorized Firms in amounts up to .25% per annum of the Fund's average daily
net assets based on the value of Fund shares sold by such Firms and remaining
outstanding for at least one year. As permitted by the NASD Rule, such payments
are made for personal services and/or the maintenance of shareholder accounts.
For the fiscal year ended December 31, 1994 the Fund made payments under the
Plan to the Principal Underwriter and Authorized Firms equivalent to 0.05%
(annualized) of the Fund's average daily net assets for such period.

With respect to all Funds, 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 a 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, if any, paid by it to Authorized Firms.

A 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, a 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. A
distribution plan may continue in effect and payments may be made under the plan
following any such suspension, discontinuance or limitation of the offering of
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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EACH FUND VALUES ITS SHARES ONCE ON EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). Each Fund's net asset value is
determined by its custodian, Investors Bank & Trust Company ("IBT"), (as agent
for the Fund) in the manner authorized by the Trustees of the relevant trust.
Net asset value per share is computed by dividing the value of a Fund's total
assets, less its liabilities, by the number of shares outstanding. For a Fund
that invests its assets in an interest in the Cash Management 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). The Cash Management 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 adding the value of all securities and
all other assets and subtracting liabilities. Eaton Vance Corp. owns 77.3% of
the outstanding stock of IBT, each Fund's and the Portfolio's custodian.

The investments of the Portfolio and of the Funds are valued at amortized
cost according to a Securities and Exchange Commission rule. The Portfolio and
the Funds will not normally have unrealized gains or losses so long as they
value their investments by the amortized cost method.

HOW TO BUY FUND SHARES
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INVESTORS MAY PURCHASE SHARES OF A FUND THROUGH AUTHORIZED FIRMS AT THE NET
ASSET VALUE PER SHARE OF THE FUND NEXT DETERMINED AFTER AN ORDER IS EFFECTIVE.
An initial investment in a 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 Funds' 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" below. Any Fund may suspend the offering of shares
at any time and may refuse an order for the purchase of shares. If you don't
have an Authorized Firm, Eaton Vance can recommend one.

BY MAIL: Initial Purchases -- The Account Application form which
accompanies this prospectus should be completed, signed and mailed with a
check, Federal Reserve Draft, or other negotiable bank draft, drawn on a U.S.
bank and payable in U.S. dollars, to the order of the relevant Fund and mailed
to:

The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

Subsequent Purchases -- Additional purchases may be made at any time by
mailing a check, Federal Reserve Draft, or other negotiable draft, drawn on a
U.S. bank and payable in U.S. dollars, to the order of the relevant Fund to the
Transfer Agent at the above address. The account to which the subsequent
purchase is to be credited should be identified as to the name(s) of the
registered owner(s) and by account number.

BY WIRE: Investors may purchase shares by requesting their bank to
transmit immediately available funds (Federal funds) by wire to:

ABA #011001438
Federal Reserve Bank of Boston A/C Investors Bank & Trust Company
Further Credit Eaton Vance [name of] Fund A/C # [Insert your account
number -- see below]

Initial Purchases -- Upon making an initial investment by wire, you must
first telephone the Order Department of the Funds 800-225-6265 (extension 3) to
advise of your action and to be assigned an account number. If you neglect to
make the telephone call, it may not be possible to process your order promptly.
In addition, the Account Application form which accompanies this prospectus
should be promptly forwarded to The Shareholder Services Group, Inc., at the
above address.

Subsequent Purchases -- Additional investments may be made at any time
through the wire procedure described above. The Funds' Order Department must be
immediately advised by telephone 800-225-6265 (extension 3) of each transmission
of funds by wire.

Transactions in money market instruments normally require immediate
settlement in Federal funds. The Funds intend at all times to be as fully
invested as is feasible in order to maximize earnings. Accordingly, purchase
orders will be executed at the net asset value next determined after their
receipt by a Fund only if the Fund has received payment in cash or in Federal
funds. If remitted in other than the foregoing manner, such as by money order or
personal check, purchase orders will be executed as of the close of business on
the second Boston business day after receipt. Information on how to procure a
Federal Reserve Draft or to transmit Federal funds by wire is available at
banks. A bank may charge for these 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 Cash and Money Market Funds may accept initial investments of less
than $1,000 on the part of an individual participant. In the event a shareholder
who is a participant of such a plan terminates participation in the plan, his or
her shares will be transferred to a regular individual account. However, such
account will be subject to the right of redemption by the Fund as described
below under "How to Redeem Fund Shares."

As of the date of this Prospectus, shares of Liquid Assets Fund were not
being offered.

HOW TO REDEEM FUND SHARES
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A SHAREHOLDER MAY REDEEM A FUND'S SHARES BY DELIVERING TO THE SHAREHOLDER
SERVICES GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MASSACHUSETTS 02104, during
its business hours a written request for redemption in good order, plus any
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 relevant Fund will make payment in cash
for the net asset value of the redeemed 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
each Fund normally expects to make payment in cash for redeemed shares, it has,
subject to compliance with applicable regulations, 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 (which for some Funds
would be withdrawn by it from the Portfolio). The securities so distributed
would be valued pursuant to the Portfolio's or Tax Free Reserves' valuation
procedures. If a shareholder received a distribution in kind, the shareholder
could incur brokerage or other charges in converting the securities to cash.

Shareholders who have given specific written authorization in advance (on a
form available from the Principal Underwriter) may request that redemption
proceeds of $1,000 or more be wired to a bank account. See "Eaton Vance
Shareholder Services -- Wire Transfer to a Bank Account" below.

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 each Fund's agent, receives the order. It
is the Authorized Firm's responsibility to transmit promptly repurchase orders
to EVD. Throughout this Prospectus, the word "redemption" is generally meant to
include a repurchase.

If shares were recently purchased, the proceeds of redemption 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. If the net asset value of Fund shares is not maintained at $1.00 per
share or if a contingent deferred sales charge (described below) is imposed on
the redemption, a redemption may result in a taxable gain or loss.

Due to the high cost of maintaining small accounts, each 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 an
additional purchase. Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. No
contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE -- CASH FUND AND TAX FREE RESERVES. Shares of
the Fund acquired in an exchange for shares of an Eaton Vance Traditional Fund
subject to a contingent deferred sales charge will be subject to a 1% charge if
redeemed within 18 months following the original investment unless such
redemption is in connection with another exchange for shares subject to such a
charge.

CONTINGENT DEFERRED SALES CHARGE -- LIQUID ASSETS AND MONEY MARKET FUNDS. 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, in value of all
other shares in the account (namely those purchased within the six years
preceding the redemption) over the purchase price of such shares. Redemptions
are processed in a manner to maximize the amount of redemption proceeds which
will not be subject to a contingent deferred sales charge. That is, each
redemption will be assumed to have been made first from the exempt amounts
referred to in clauses (a), (b) and (c) above, and second through liquidation of
those shares in the account referred to in clause (c) on a first-in-first-out
basis. Any contingent deferred sales charge which is required to be imposed on
share redemptions will be made in accordance with the following schedule:

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 originally 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
Liquid Assets or Money Market Fund shares acquired in an exchange for shares of
a fund in the Eaton Vance Marathon Group of Funds or the Eaton Vance Classic
Group of Funds (see "The Eaton Vance Exchange Privilege" below), 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. See
"The Eaton Vance Exchange Privilege" for the contingent deferred sales charge
schedules applicable to Fund shares acquired in an exchange.

No contingent deferred sales charge will be imposed on any Fund's 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 required distribution from a
tax-sheltered retirement plan or (3) following the death of all beneficial
owners of such shares, provided the redemption is requested within one year of
death (a death certificate and other applicable documents may be required). The
contingent deferred sales charge will be paid to the Principal Underwriter or
the relevant Fund.

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT DEFERRED
SALES CHARGE. ASSUME THAT AN INVESTOR PURCHASES $10,000 OF THE MONEY MARKET
FUND'S SHARES AND THAT 25 MONTHS LATER THE VALUE OF THE ACCOUNT HAS GROWN
THROUGH THE REINVESTMENT OF DIVIDENDS TO $11,000. THE INVESTOR THEN MAY
REDEEM UP TO $1,000 OF SHARES WITHOUT INCURRING A CONTINGENT DEFERRED SALES
CHARGE. IF THE INVESTOR SHOULD REDEEM $2,000 OF SHARES, A CONTINGENT
DEFERRED SALES CHARGE WOULD BE IMPOSED ON $1,000 OF THE REDEMPTION. THE
RATE WOULD BE 4% BECAUSE THE REDEMPTION WAS MADE IN THE THIRD YEAR AFTER
THE PURCHASE WAS MADE AND THE CHARGE WOULD BE $40.

REPORTS TO SHAREHOLDERS
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EACH FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
calendar year, each Fund will furnish its shareholders with information
necessary for preparing Federal and state tax returns.

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
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AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUNDS' 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. All shares are held in non-certificate form
by the Funds' Transfer Agent for the account of the shareholder, and the Fund
will not issue share certificates.

At least quarterly, shareholders will receive a statement showing complete
details of any transaction and the current share balance in the account. 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 Funds' dividend disbursing agent, The Shareholder Services Group. Inc.,
BOS725, P.O. Box 1559, Boston, MA 02104. The currently effective option will
appear on each account statement.

Share Option -- All distributions will be reinvested in additional shares.

Cash Option -- All distributions 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 Cash Option has been selected, 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, distributions may be invested in additional shares of another Eaton
Vance fund. Before selecting this option, a shareholder should obtain a
prospectus of the other Eaton Vance fund and consider its objectives and
policies carefully.

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

UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL
INVESTMENTS IN SHARES OF A FUND BY SENDING A CHECK FOR $50 OR MORE.

THE EATON VANCE EXCHANGE PRIVILEGE
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Shares of CASH FUND and TAX FREE RESERVES currently may be exchanged for shares
of any fund in the Eaton Vance Traditional Group of Funds and Eaton Vance
Short-Term Treasury Fund. Shares of Cash Fund or Tax Free Reserves acquired
under the exchange privilege which have not previously been subject to payment
of a sales charge may be exchanged for shares of a Fund with a sales charge only
upon payment of the appropriate charge. These offers are available only in
states where shares of the fund being acquired may legally be sold.

LIQUID ASSETS and MONEY MARKET FUND shares currently may be exchanged for
shares of one or more funds in the Eaton Vance Marathon Group of Funds
(currently Eaton Vance Equity-Income Trust and any of the EV Marathon funds)
which are distributed with a contingent deferred sales charge. Only shares
subject to a contingent deferred sales charge schedule equal to that of Eaton
Vance Prime Rate Reserves, EV Marathon Strategic Income Fund or an EV Marathon
Limited Maturity Tax Free Fund (Class I), or shares not subject to such a
charge, may be exchanged from either Fund to Eaton Vance Prime Rate Reserves. If
Fund shares were acquired in exchange for shares of one or more funds in the
Eaton Vance Classic Group of Funds, such shares may be exchanged only for shares
of one or more funds in the Eaton Vance Classic Group of Funds. Exchanges are
made on the basis of the net asset value per share of each fund at the time of
the exchange, provided that such 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 Funds do 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"). The Shareholder Services Group, Inc. may require
additional documentation if shares are registered in the name of a corporation,
partnership or fiduciary. Applications and prospectuses of the other funds are
available from Authorized Firms or the Principal Underwriter. The prospectus for
each fund describes its investment objectives and policies and shareholders
should obtain a prospectus and consider these objectives and policies carefully
before requesting an exchange.

No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon the redemption of Fund
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. Cash Fund or Tax Free Reserves shares acquired in an exchange
for EV Traditional fund shares subject to a contingent deferred sales charge if
redeemed within 18 months following the original investment will remain subject
to such charge. Liquid Assets and Money Market Fund shares acquired as the
result of an exchange from an EV Marathon fund will be subject to the contingent
deferred sales charge schedule set forth under "How to Redeem Fund Shares"
above, except Fund shares acquired as the result of an exchange from an EV
Marathon Limited Maturity Tax Free fund which shares will be subject to a
declining contingent deferred sales charge of 3.0%-0%. Fund shares acquired as
the result of an exchange from an EV Classic fund will be subject to a
contingent deferred sales charge of 1% in the event of redemption within one
year from the date of their original purchase, except those shares purchased
prior to January 30, 1995, which will not be subject to any such charge.

Shares of the funds in the Eaton Vance Marathon and Eaton Vance Classic
Groups of Funds may be exchanged for Money Market 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 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 a 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. As long as the net
asset value of Fund shares is maintained at $1.00 per share, an exchange will
not result in a taxable gain or loss.

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

THE FUNDS OFFER 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 Funds as an expense to all shareholders.

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the same
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 a shareholder's
bank account. The $1,000 minimum initial investment and small account redemption
policy are waived for these accounts.

WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks in any amount, except for the Liquid Assets and
Money Market Funds which aggregate amount must 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".

REINVESTMENT PRIVILEGE -- A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES
MAY REINVEST, WITH CREDIT FOR ANY CONTINGENT DEFERRED SALES CHARGES PAID ON THE
REDEEMED OR REPURCHASED SHARES, ANY PORTION OR ALL OF THE REDEMPTION OR
REPURCHASE PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO
ROUND OFF THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE SAME FUND,
provided that the reinvestment is effected within 30 days after such redemption
or repurchase. 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 Funds' Transfer Agent).
To the extent that any shares of the Fund are sold at a loss and the proceeds
are reinvested in Fund shares (or other Fund shares are acquired within the
period beginning 30 days before and ending 30 days after the date of redemption)
some or all of the loss generally will not be allowed as a tax deduction.
Shareholders should consult their tax advisers concerning the tax consequences
of reinvestments.

CHECKWRITING: Shareholders of Cash Fund and Tax Free Reserves may appoint Boston
Safe Deposit and Trust Company ("Boston Safe") their agent and may request on
the appropriate Account Application form that Boston Safe provide them with
special forms of checks drawn on Boston Safe. These checks may be made payable
by the shareholder to the order of any person in any amount of $500 or more.
When a check is presented to Boston Safe for payment, the number of full and
fractional shares required to cover the amount of the check will be redeemed
from the shareholder's account by Boston Safe as the shareholder's agent.
Through this procedure the shareholder will continue to be entitled to
distributions paid on shares up to the time the check is presented to Boston
Safe for payment. If the amount of the check is greater than the value of the
shares held in the shareholder's account for which the Fund has collected
payment, the check will be returned and the shareholder may be subject to extra
charges. The shareholder will be required to execute signature cards and will be
subject to Boston Safe's rules and regulations governing such checking accounts.
There is no charge to shareholders for this service. This service may be
terminated or suspended at any time by a Fund or Boston Safe.

WIRE TRANSFER TO A BANK ACCOUNT: Shareholders who have given specific written
authorization in advance (on a form available from the Principal Underwriter)
may request that redemption proceeds of $1,000 or more be wired directly to
their bank account. The request may be made by letter or telephone to The
Shareholder Services Group, Inc. at 800-262-1122. To use this service a
shareholder must designate a bank and bank account number on the form used to
establish this service. The bank designated may be any bank in the United
States.

Redemption proceeds, less any applicable contingent deferred sales charge
and the amount of any Federal income tax required to be withheld, will be wired
on the next business day following receipt of the redemption request. The
shareholder will be required to pay any costs of such transaction. A Fund may
limit this method of payment to shares purchased with cash, Federal Reserve
Draft or by wire with Federal funds. Each Fund reserves the right at any time to
suspend or terminate this wire transfer procedure. No Fund will be responsible
for the authenticity of redemption 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 redemption may be difficult to
implement.

TAX-SHELTERED RETIREMENT PLANS -- Shares of the Cash and Money Market Funds 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 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
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EACH FUND DECLARES DIVIDENDS DAILY AND PAYS DIVIDENDS MONTHLY FROM ITS NET
INVESTMENT INCOME. The net investment income of each of Cash, Liquid Assets and
Money Market Fund consists of net investment income allocated to the Fund by the
Portfolio, less the Fund's direct and allocated expenses. Long-term capital
gains, if any, allocated to a Fund will be distributed at least annually.

Each 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. As a partnership for federal
tax purposes, the Portfolio does not pay federal taxes. Each Fund will
distribute substantially all of its ordinary income and capital gain net income
on a current basis.

All distributions from Cash, Liquid Assets and Money Market Fund (and
taxable distributions from Tax Free Reserves, if any) are taxable to
shareholders as ordinary income, except that distributions of net long-term
capital gains, if any, are taxable to shareholders as such regardless of the
length of time the shareholder has held the shares. Distributions will be
taxable as described whether received in cash or as additional shares through
reinvestment in a Fund.

Each 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 a Fund shares, and Federal income tax (if any)
withheld by the Funds' Transfer Agent. Shareholders should consult their tax
advisers about the effect of Fund distributions on their particular tax status
and any state or local taxes that may apply.

TAX FREE RESERVES. Distributions designated by Tax Free Reserves as "exempt-
interest dividends" may be excluded from shareholders' gross income for federal
income tax purposes. Exempt interest dividends are includable in the tax base
for shareholders who receive social security or railroad retirement benefits and
may affect the taxability of such benefits. In addition, exempt interest
dividends generally constitute a tax preference item under the federal
alternative minimum tax provisions and may be taxable for state and local tax
purposes.

Other distributions from Tax Free Reserves may be taxable to shareholders as
ordinary income or long-term capital gains. Distributions of income from
repurchase agreements, original issue discount and certain market discount will
be taxable to shareholders as ordinary income. However, the Fund's taxable
distributions, if any, will be insubstantial compared to exempt interest
dividends.

Shareholders should consult their own tax advisers to determine the effect
of exempt interest dividends on their particular tax situation, including
liability for state and local taxes. The Fund will report annually to
shareholders with respect to net tax exempt income earned in each state.

AS A REGULATED INVESTMENT COMPANY UNDER THE CODE, A 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.

YIELD INFORMATION
- ------------------------------------------------------------------------------

FROM TIME TO TIME A FUND MAY ADVERTISE ITS "YIELD" AND "EFFECTIVE YIELD." Both
yield figures are based on historical earnings and are not intended to indicate
future performance. The "yield" of a Fund refers to the income generated by an
investment in the Fund over a seven-day period (which period will be stated in
the advertisement). This income is then "annualized." That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. A taxable-equivalent yield is computed by
using the tax-exempt yield figure and dividing by 1 minus the tax rate.

<PAGE>
INVESTMENT ADVISERS AND
ADMINISTRATOR
Boston Management and Research
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

THE EV MONEY MARKET FUNDS
24 FEDERAL STREET
BOSTON, MA 02110

MMFP

THE EV
MONEY MARKET
FUNDS

o Eaton Vance Cash Management Fund
o Eaton Vance Liquid Assets Fund
o Eaton Vance Money Market Fund
o Eaton Vance Tax Free Reserves

PROSPECTUS
MAY 1, 1995

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 1995

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

This Statement of Additional Information consists of two parts, which
provide information about Eaton Vance Cash Management Fund (the "Fund" or the
"trust"). Where appropriate, Part I includes cross-references to the relevant
sections of Part II.

TABLE OF CONTENTS Page

PART I
Investment Objective and Policies ............................. 2
Investment Restrictions ....................................... 4
Trustees and Officers ......................................... 5
Investment Adviser and Administrator .......................... 7
Custodian ..................................................... 9
Service for Withdrawal ........................................ 9
Determination of Net Asset Value .............................. 9
Calculation of Yield Quotations ............................... 10
Taxes ......................................................... 11
Portfolio Security Transactions ............................... 12
Other Information ............................................. 13
Independent Accountants ....................................... 14
Appendix ...................................................... 15

PART II
Fees and Expenses ............................................. a-1
Investment Restrictions ....................................... a-1
Yield Information ............................................. a-1
Principal Underwriter ......................................... a-1
Additional Tax Matters ........................................ a-2
Control Persons and Principal Holders of Securities ........... a-2
Other Information ............................................. a-2
Financial Statements .......................................... a-3

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED MAY 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

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide as high a rate of income
as may be considered consistent with the preservation of capital and the
maintenance of liquidity. It seeks to meet its investment objective by investing
its assets in the Cash Management Portfolio (the "Portfolio"), a separate
registered investment company with the same investment objective as the Fund.
The Portfolio seeks to achieve its investment objective by investing in a
diversified portfolio of money market instruments. The Portfolio's investment
objective is a nonfundamental policy and may be changed by authorized vote of
the Trustees of the Portfolio.

The Trustees of the Fund 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 objective,
policies and restrictions as those of the Fund or directly in investment
securities in accordance with the Portfolio's investment policies, as described
below. The approval of the Fund's shareholders would not be required to change
the Portfolio's investment objective or any of the Portfolio's investment
policies discussed below, including those concerning security transactions.
Since the investment characteristics of the Fund will correspond directly to
those of the Portfolio, the following is a discussion of the various investments
of and techniques employed by the Portfolio.

MONEY MARKET INSTRUMENTS. The Portfolio will invest only in those U.S. dollar
denominated money market securities and corporate obligations determined by the
Trustees of the Portfolio to present minimal credit risks and which are at the
time of acquisition rated by the requisite number of nationally recognized
statistical rating organizations in one of the two highest applicable rating
categories or, in the case of an instrument not so rated, of comparable quality
as determined by the Trustees. At such time or times as the Trustees deem
appropriate and in the best interests of the Portfolio, assets of the Portfolio
may be invested substantially in certificates of deposit of federally insured
banks and/or U.S. Government and agency obligations. The Portfolio intends to
limit its investments to money market instruments maturing in 397 calendar days
or less and to maintain a dollar-weighted average maturity of not more than 90
days. In addition, Rule 2a-7 promulgated under the Investment Company Act of
1940 (the "1940 Act") provides that the Portfolio (so long as it uses the
amortized cost method of valuing its securities or holds itself out to investors
as a money market fund) may not acquire a Second Tier Security (as defined in
the Rule) if, immediately after such acquisition: (a) more than 5% of its total
assets (taken at amortized cost) would be invested in securities which, when
acquired by the Portfolio (either initially or upon any subsequent rollover)
were Second Tier Securities; or (b) more than the greater of 1% of its total
assets (taken at amortized cost) or $1,000,000 would be invested in securities
issued by a single issuer which, when acquired by the Portfolio (either
initially or upon any subsequent rollover) were Second Tier Securities.

The Portfolio may invest in U.S. Government money market obligations, which
are debt securities issued or guaranteed by the U.S. Treasury, including bills,
certificates of indebtedness, notes and bonds, or by an agency or
instrumentality of the U.S. Government established under the authority of an act
of Congress. Not all U.S. Government obligations are backed by the full faith
and credit of the United States. For example, securities issued by the Federal
Farm Credit Bank or by the Federal National Mortgage Association are supported
by the agency's right to borrow money from the U.S. Treasury under certain
circumstances. Securities issued by the Federal Home Loan Bank are supported
only by the credit of the agency. There is no guarantee that the U.S. Government
will support these types of securities, and therefore they involve more risk
than "full faith and credit" government obligations.

OBLIGATIONS OF U.S. AND FOREIGN BANKS. Investments may be made in U.S.
dollar-denominated time deposits, certificates of deposit and bankers'
acceptances of U.S. banks and their branches located outside of the U.S., of
U.S. branches of foreign banks, and foreign branches of foreign banks. The
Portfolio may also invest in U.S. dollar-denominated securities issued or
guaranteed by other domestic or foreign issuers, including domestic and foreign
corporations or other business organizations, foreign governments and foreign
government agencies or instrumentalities, and domestic and foreign financial
institutions, including but not limited to savings and loan institutions,
insurance companies, mortgage bankers and real estate investment trusts, as well
as banks.

The obligations of foreign branches of U.S. banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by governmental regulation. Payment of
interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of portfolio
securities may be held outside of the U.S. and the Portfolio may be subject to
the risks associated with the holding of such property overseas. Various
provisions of Federal law governing the establishment and operation of domestic
branches do not apply to foreign branches of domestic banks.

The obligations of U.S. branches of foreign banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by Federal and state regulation as well as by
governmental action in the country in which the foreign bank has its head
office.

The obligations of foreign issuers also involve certain additional risks,
including the risks of adverse political, social and economic developments, the
imposition of withholding taxes on interest income, seizure or nationalization
of foreign deposits, exchange controls, and the adoption of foreign governmental
restrictions which might adversely affect the payment of principal and interest
on such obligations. Foreign issuers may be subject to less governmental
regulation and supervision than U.S. issuers. Foreign issuers also generally are
not bound by uniform accounting, auditing and financial reporting requirements
comparable to those applicable to domestic issuers.

In connection with its investments in bank obligations and instruments
secured thereby, the Portfolio will invest in certificates of deposit and
bankers' acceptances if they are obligations of a domestic bank or a savings and
loan association having total assets of $1,000,000,000 or more.

REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which the
Portfolio purchases a security and simultaneously commits to resell that
security to the seller at an agreed upon price on an agreed upon date within a
number of days (usually not more than seven) from the date of purchase. The
resale price reflects the purchase price plus an agreed upon market rate of
interest which is unrelated to the coupon rate or maturity of the purchased
security. A repurchase agreement involves the obligation of the seller to pay
the agreed upon price, which obligation is in effect secured by the value (at
least equal to the amount of the agreed upon resale price and marked to market
daily) of the underlying security. The Portfolio may enter into a repurchase
agreement with respect to any security in which the Portfolio is authorized to
invest even though the underlying security matures in more than 397 calendar
days. Other than for Federal tax purposes, whether a repurchase agreement is the
purchase and sale of a security or a collateralized loan has not been
definitively established. This might become an issue in the event of the
bankruptcy of the other party to the transaction. While it does not presently
appear possible to eliminate all risks from these transactions (particularly the
possibility of a decline in the market value of the underlying securities, as
well as delay and costs to the Portfolio in connection with bankruptcy
proceedings), it is the policy of the Portfolio to enter into repurchase
agreements only with those member banks of the Federal Reserve System and
primary dealers in U.S. Government securities whose creditworthiness has been
reviewed and found satisfactory by the Portfolio's investment adviser, Boston
Management and Research (the "Investment Adviser" or "BMR").

REVERSE REPURCHASE AGREEMENTS. The Portfolio may also enter into reverse
repurchase agreements, although as of the date of this Statement of Additional
Information there was no intention to do so. Under a reverse repurchase
agreement, the Portfolio temporarily transfers possession of a portfolio
instrument to another party, such as a bank or broker-dealer, in return for
cash. At the same time, the Portfolio agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Portfolio expects that it will enter into reverse
repurchase agreements when it is able to invest the cash so acquired at a rate
higher than the cost of the agreement, which would increase the income earned by
the Portfolio. The Portfolio could also enter into reverse repurchase agreements
as a means of raising cash to satisfy redemption requests without the necessity
of selling portfolio instruments.

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

While BMR does not consider reverse repurchase agreements to involve a
traditional borrowing of money, reverse repurchase agreements will be included
within the aggregate limitation on "borrowings" contained in the Fund's
investment restriction (3) set forth below. The Portfolio does not intend to
purchase securities for investment while temporary borrowings (described in the
investment restriction (3) set forth below) in excess of 5% of its total assets
are outstanding.

LENDING OF PORTFOLIO SECURITIES. The Portfolio may seek to increase its income
by lending portfolio securities. Under present regulatory policies, including
those of the Board of Governors of the Federal Reserve System, and the
Securities and Exchange Commission, such loans may be made to member firms of
the New York Stock Exchange, and would be required to be secured continuously by
collateral in cash or cash equivalents maintained on a current basis at an
amount at least equal to the market value of the securities loaned. The
Portfolio would have the right to call a loan and obtain the securities loaned
at any time on five days' notice. During the existence of a loan, the Portfolio
would continue to receive the equivalent of the interest or dividends paid by
the issuer on the securities loaned and would also receive the interest on
investment of the collateral. The Portfolio would not, however, have the right
to vote any securities having voting rights during the existence of the loan,
but would call the loan in anticipation of an important vote to be taken among
holders of the securities or of the giving or withholding of their consent on a
material matter affecting the investment. As with other extensions of credit
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. However, the loans would
be made only to firms deemed by the Portfolio's management to be of good
standing, and when, in the judgment of the Portfolio's management, the
consideration which can be earned currently from securities loans of this type
justifies the attendant risk.

If the management of the Portfolio determines to make securities loans, it
is not intended that the value of the securities loaned would exceed 30% of the
Portfolio's total assets, or that the payments received on such loans, including
amounts received during the existence of a loan on account of interest and
dividends on the securities loaned, would exceed in the aggregate 10% of the
Portfolio's annual gross income (without offset for realized capital gains)
unless counsel for the Portfolio determines that such amounts are qualifying
income under Federal income tax provisions applicable to regulated investment
companies.

OTHER INVESTMENT POLICIES. Although the Portfolio usually intends to hold
securities purchased until maturity, at which time they will be redeemable at
their full principal value plus accrued interest, it may, at times, engage in
short-term trading to attempt to take advantage of yield variations in the
short-term market. The Portfolio may also sell portfolio securities prior to
maturity based on a revised evaluation of the creditworthiness of the issuer or
to meet redemptions of Fund shares. In the event there are unusually heavy
redemption requests due to changes in interest rates or otherwise, the Portfolio
may have to sell a portion of its investment portfolio at a time when it may be
disadvantageous to do so. However, the Portfolio believes that its ability to
borrow funds to accommodate redemption requests may mitigate in part the
necessity for such portfolio sales during these periods.

The rate of return to shareholders of the Fund will vary with the general
levels of interest rates applicable to the money market instruments in which the
Portfolio invests on behalf of the Fund. The rate will also be affected by the
level of the Fund's operating expenses, which expenses (because of expenditures
under its distribution plan) are expected to be higher than those of most other
money market funds.

INVESTMENT RESTRICTIONS

The Portfolio has adopted the following fundamental investment restrictions
that 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 1940 Act. Whenever the
Fund is requested to vote on a change in the investment restrictions of the
Portfolio, the Fund will hold a meeting of its shareholders and will cast its
vote as instructed by the shareholders. Accordingly, the Portfolio will not:

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

(2) Purchase securities on margin;

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

(4) Underwrite securities issued by other persons;

(5) Purchase any securities which would cause more than 25% of the market
value of its total assets at the time of such purchase to be invested in the
securities of issuers having their principal business activities in the same
industry, provided that there is no limitation in respect to investments in
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or in certificates of deposit or bankers' acceptances and
provided further, that for purposes of this limitation, finance companies as a
group, banks and bank holding companies as a group and utility companies as a
group will not be considered single industries;

(6) Buy or sell real estate, commodities, or commodity contracts unless
acquired as a result of ownership of securities; or

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

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 Fund without approval of the Fund's shareholders or may be
changed with respect to the Portfolio by the Trustees of the Portfolio 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) purchase
securities of any issuer with a record of less than three years' continuous
operation, including predecessors, except investments in obligations issued or
guaranteed by the U.S. Government or its agencies, municipal obligations,
securities of issuers which are rated by at least one nationally recognized
statistical rating organization, and obligations issued or guaranteed by any
foreign government or its agencies or instrumentalities, if such purchase would
cause its investments in all such issuers to exceed 5% of its total assets taken
at market value; (b) purchase or retain securities of any issuer if 5% of the
issuer's securities are owned by those officers and Trustees of the Portfolio or
the investment adviser of the Portfolio who own individually more than 1/2 of 1%
of the issuer's securities; (c) make short sales except where, because of
ownership of other securities, it has the right to obtain securities equivalent
in kind and amount to those sold; (d) write or purchase or sell any put or call
options or combinations thereof; (e) purchase warrants; (f) invest in interests
in oil, gas or other mineral exploration or development programs unless acquired
as a result of ownership of securities; or (g) knowingly purchase a security
which is subject to legal or contractual restrictions on resale or for which
there is no readily available market or enter into a repurchase agreement
maturing in more than seven days if, as a result thereof, more than 10% of its
total assets (taken at current value) would be invested in such securities. (The
Portfolio may not be able to liquidate such securities when deemed most
advantageous.)

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 Fund 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"), which is 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 and officers who are "interested persons" of the Fund, 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, the Portfolio, BMR, Eaton Vance,
EVC or EV, are indicated by an asterisk(*).

TRUSTEES OF THE FUND AND THE PORTFOLIO

JAMES B. HAWKES (53), President of the trust and 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, Trustee and officer of various investment companies managed
by Eaton Vance or BMR.

M. DOZIER GARDNER (61), President and Trustee of the Portfolio*
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and a
Director of EVC and EV. Director, Trustee and officer of various investment
companies managed by Eaton Vance or BMR.

H. DAY BRIGHAM, JR. (68), Trustee of the Portfolio*
Chairman of the Management Committee, Vice President of BMR, Eaton Vance, EVC
and EV, and a Director of EVC and EV. Director, Trustee and officer of various
investment companies managed by Eaton Vance or BMR.

DONALD R. DWIGHT (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

SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff, Professor of Investment Banking, at 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

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 manged 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 FUND AND THE PORTFOLIO

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.

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. Officer of various investment
companies managed by Eaton Vance or BMR. (State Regulations Supervisor, The
Boston Company, 1991-1993 and Registration Specialist, Fidelity Management &
Research Co., 1986-1991). Mr. Murphy was elected Assistant Secretary of the
Trust and the Portfolio on March 27, 1995.

Messrs. Thorndike (Chairman), Hayes and Reamer are members of the Special
Committee of the Board of Trustees of the Fund and of the Portfolio. The Special
Committee's functions include a continuous review of the Fund's contractual
relationship with the Administrator, 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 Fund, 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 Fund and of the Portfolio. The Audit Committee's
functions include making recommendations to the Trustees regarding the selection
of the independent accountants, and reviewing with such accountants and the
Treasurer of the Fund 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
Fund 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. For the compensation
earned by the Trustees of the trust and the Portfolio, see "Fees and Expenses"
in Part II of this Statement of Additional Information.

INVESTMENT ADVISER AND ADMINISTRATOR

The Portfolio engages BMR as investment adviser pursuant to an Investment
Advisory Agreement dated April 29, 1994. BMR or Eaton Vance acts as investment
adviser to investment companies and various individual and institutional clients
with combined 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 fee of 1/24 of 1% (equivalent to 0.50% annually) of the average daily
net assets of the Portfolio. As at December 31, 1994, the Portfolio had net
assets of $222,813,455. For the period from the start of business, May 2, 1994,
to December 31, 1994, the Portfolio paid BMR advisory fees of $597,131
(equivalent to 0.50% (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 thereafter 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, 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 Fund 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 Fund, (xvii)
compensation and expenses of Trustees of the Fund 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 Fund 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 March 31, 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 Fund and/or the Portfolio and
are members of the EVC, BMR, Eaton Vance and EV organizations. Messrs. Murphy,
O'Connor and Terry and Ms. Sanders, are officers or Trustees of the Fund 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, the 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 of the stock of
Northeast Properties, Inc., which is engaged in real estate investment,
management and consulting. EVC owns all of 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 its officers and employees from time to time
have transactions with various banks, including the custodian of the Fund and
the Portfolio, Investors Bank & Trust Company. It is Eaton Vance's opinion that
the terms and conditions of such transactions were not and will not be
influenced by existing or potential custodial or other relationships between the
Fund 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 accountants as
called for by such Rule. For the period from the start of business, May 2, 1994,
to December 31, 1994, the Portfolio paid IBT $69,593. 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 Fund's Transfer Agent will send to the
shareholder regular monthly or quarterly payments of any designated amount based
upon the value of the shares held. The checks will be drawn from share
redemptions and hence, although they are a return of principal may give rise to
gain or loss for tax purposes. 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 (i.e., net asset value) will have to be deposited with the
Transfer Agent. A shareholder may not have a withdrawal plan in effect at the
same time he 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 the custodian, IBT, (as agent for the Fund and the Portfolio). 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
valuation of the instruments held by the Portfolio at amortized cost is
permitted in accordance with Rule 2a-7 under the 1940 Act (the "Rule") and
certain procedures established by the Trustees of the trust and the Portfolio
thereunder.

The amortized cost of an instrument is determined by valuing it at cost
originally and thereafter accreting any discount or amortizing any premium from
its face value at a constant rate until maturity, regardless of the effect of
fluctuating interest rates on the market value of the instrument. Although the
amortized cost method provides certainty in valuation, it may result at times in
determinations of value that are higher or lower than the price the Portfolio
would receive if the instruments were sold. Consequently, changes in the market
value of instruments held by the Portfolio during periods of rising or falling
interest rates will not be reflected either in the computation of net asset
value of the Portfolio or in the daily computation of its net investment income.

The procedures of the Fund and the Portfolio are designed to facilitate, to
the extent reasonably possible, the maintenance of the Fund's price per share,
as computed for the purpose of distribution and redemption of shares, at $1.00.
These procedures include review of the Portfolio's holdings by the Trustees, at
such intervals as they may deem appropriate, to determine whether the
Portfolio's net asset value calculated by using readily available market
quotations deviates from the valuation based on amortized cost, and, if so,
whether such deviation may result in material dilution or is otherwise unfair to
existing interest holders. In the event the Trustees determine that such a
deviation exists, they will take such corrective action as they consider to be
necessary or appropriate, which action could include the sale of instruments
held by the Portfolio prior to maturity (to realize capital gains or losses);
the shortening of average portfolio maturity; withholding dividends; redemption
of shares in kind; or establishing a net asset value per share by using readily
available market quotations.

Since the net investment income of the Fund is declared as a dividend each
time such income is determined, the net asset value per share of the Fund
remains at $1.00 per share immediately after such determination and dividend
declaration. It is expected that the Fund's net investment income will be
positive each time it is determined. However, if because of realized losses on
sales of portfolio investments, a sudden rise in interest rates, default by an
issuer of a portfolio security, or for any other reason the net investment
income of the Portfolio determined at any time is a negative amount, the
Portfolio will offset such amount allocable to each then interest holder's
account from dividends accrued with respect to such account. If at the time of
payment of a dividend (either at the regular dividend payment date, or, in the
case of an interest holder who is withdrawing all or substantially all of its
interest in an account, at the time of redemption), such negative amount exceeds
an interest holder's accrued dividends, the Portfolio will reduce the interest
by treating the interest holder as having contributed to the capital of the
Portfolio that amount of its interest which represents the amount of the excess.
Each shareholder is deemed to have agreed to such contribution in these
circumstances by his or her investment in the Fund.

Should the Portfolio incur or anticipate any unusual or unexpected
significant expense, loss or depreciation which would affect disproportionately
the Fund's net investment income for a particular period, the Trustees would at
that time consider whether to adhere to its daily dividend policy or to revise
it in the light of the then prevailing circumstances. Such expenses, losses or
depreciation may nevertheless result in a shareholder's receiving no dividends
for the period during which the shares are held and in receiving upon redemption
a price per share lower than the purchase price of such shares.

CALCULATION OF YIELD QUOTATIONS

From time to time, the Fund quotes a current yield based on a specific seven
calendar day period which is calculated by first dividing the net change in the
value of an account having a balance of one share at the beginning of the period
by the value of the account at such time to determine the seven day base period
return, and then multiplying such return by 365/7 with the resulting yield
figure carried to at least the nearest hundredth of one percent. The net change
in account value is determined by the value of additional shares purchased with
dividends declared on the original share and dividends declared on both the
original share and any such additional shares, but does not include any realized
gains or losses from the sales of securities or any unrealized appreciation or
depreciation on portfolio securities. In addition to the current yield, the Fund
also quotes an effective yield based on a specific seven day period, carried to
at least the nearest hundredth of one percent, computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical preexisting
account having a balance of one share at the beginning of the period, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then compounding the base period
return by adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result, according to the following formula: Effective
yield = [(Base period return +1)365/7]-1.

Yields will fluctuate from time to time and are not necessarily
representative of future results. A shareholder should remember that yield is a
function of the type and quality of the instruments held by the Portfolio. For
information concerning the current and effective yield of the Fund, see "Yield
Information" in Part II of this Statement of Additional Information.

TAXES

For a general discussion of the federal income tax consequences of investing
in the Fund, see "Distributions and Taxes" in the Fund's current prospectus.

In order to qualify each year as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended (the "Code"), the Fund
intends to satisfy certain requirements relating to sources of income,
diversification of assets, and distribution of income and gains. So long as the
Fund qualifies as a RIC for tax purposes, it will not be subject to federal
income tax on income and gains paid to shareholders in the form of dividends. In
the unlikely event that the Fund fails to so qualify, it would be subject to
federal income tax at corporate rates and all distributions from earnings and
profits would be taxable to shareholders as ordinary income. In order to
requalify for taxation as a RIC, the Fund might be required to recognize
unrealized gains, pay substantial taxes and interest, and make certain
distributions.

Because the Fund invests substantially all of its assets in the Portfolio,
the Portfolio also intends to satisfy the source of income and diversification
requirements under the Code. The Portfolio will allocate at least annually to
each investor its distributive share of the Portfolio's net investment income,
net realized capital gains and any other items of income, gain, loss, deduction
or credit. The Portfolio will make allocations to the Fund and will make moneys
available for withdrawal at times and in amounts sufficient to enable the Fund
to satisfy the distribution requirements under the Code.

If the Fund fails to distribute substantially all of its ordinary income and
capital gain net income on a current basis, plus any retained amounts from the
preceding year, the Fund will be subject to a 4% federal excise tax on the
undistributed amounts. The Fund may treat distributions paid in January but
declared in October, November or December of the preceding year as paid by the
Fund on December 31 of that preceding year. As a result, shareholders must
report such distributions on their federal income tax returns for the preceding
year.

The Portfolio may be subject to foreign withholding taxes with respect to
investments in certain foreign securities. The Fund will not be eligible to pass
through to shareholders their proportionate share of foreign taxes paid by the
Portfolio and allocated to the Fund. However, such taxes may be deducted from
the Fund's net investment income.

If a shareholder sells, redeems or otherwise disposes of Fund shares at a
loss within six months of purchase, such loss will be treated as long-term
capital loss to the extent of any long-term capital gain dividends received. In
addition, all or a portion of any loss realized in the event of a sale,
redemption or other disposition of Fund shares will be disallowed if the
shareholder purchases other Fund shares within 30 days of the disposition
(before or after).

The Fund may be required by federal law to withhold and remit to the U.S.
Treasury 31% of the dividends and other distributions paid to any individual
shareholder who fails to furnish the Fund with a correct taxpayer identification
number (generally the individual's social security number), who has
underreported dividends or interest income, or who fails to certify to the Fund
that he or she is not subject to such withholding. The Fund is also generally
required to withhold on certain distributions made to non-resident aliens and
foreign entities.

Special tax rules apply to Individual Retirement Accounts ("IRAs"),
tax-exempt organizations and to other special classes of shareholders including
foreign shareholders. All shareholders should consult their own tax advisers
with respect to the foreign, U.S. federal, state and local 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 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 firms. BMR uses its best
efforts to obtain execution of portfolio security transactions at prices which
are advantageous to the Portfolio and at reasonably competitive spreads or (when
a disclosed commission is being charged) at reasonably competitive commission
rates. In seeking such execution, BMR will use its best judgment in evaluating
the terms of a transaction, and will give consideration to various relevant
factors, including without limitation the size and type of the transaction, the
general execution and operational capabilities of the executing firm, the nature
and character of the market for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the reputation,
reliability, experience and financial condition of the firm, the value and
quality of the services rendered by the firm in other transactions, and the
reasonableness of the commission or spread, if any. The money market instruments
purchased and sold by the Portfolio are generally traded in the over-the-counter
market on a net basis (i.e., without commission) through dealers and banks
acting for their own accounts rather than as brokers and the Portfolio may also
acquire such investments directly from the issuers. Firms acting for their own
account attempt to profit from such transactions by buying at one price and
selling at a higher price, and the difference between such prices is customarily
referred to as the spread which generally is not disclosed. While it is
anticipated that the Portfolio will not pay significant brokerage commissions in
connection with such portfolio security transactions, on occasion it may be
necessary or appropriate to purchase or sell a security through a broker on an
agency basis, in which case the Portfolio will incur a brokerage commission.
Although spreads or commissions paid on portfolio security transactions will, in
the judgment of BMR, be reasonable in relation to the value of the services
provided, spreads or commissions exceeding those which another firm might charge
may be paid to firms 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 compensation which is in excess of the amount of
compensation another broker or dealer would have charged for effecting that
transaction if BMR determines in good faith that such compensation was
reasonable in relation to the value of the brokerage and research services
provided. This determination may be made on the basis of either that particular
transaction or on the basis of overall responsibilities which BMR and its
affiliates have for accounts over which they exercise investment discretion. In
making any such determination, BMR will not attempt to place a specific dollar
value on the brokerage and research services provided or to determine what
portion of the compensation should be related to such services. Brokerage and
research services may include advice as to the value of securities, the
advisability of investing in, purchasing, or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts;
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement); and the "Research Services" referred to in
the next paragraph.

It is a common practice 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,
recommendations as to the purchase and sale of securities and other portfolio
transactions, financial, industry and trade publications, news and information
services, pricing and quotation equipment and services, and research oriented
computer hardware, software, data bases and services. Any particular Research
Service obtained through a broker-dealer may be used by BMR in connection with
client accounts other than those accounts which pay commissions to such
broker-dealer. Any such Research Service may be broadly useful and of value to
BMR in rendering investment advisory services to all or a significant portion of
its clients, or may be relevant and useful for the management of only one
client's account or of a few clients' accounts, or may be useful for the
management of merely a segment of certain clients' accounts, regardless of
whether any such account or accounts paid commissions to the broker-dealer
through which such Research Service was obtained. The advisory fee paid by the
Portfolio is not reduced because BMR receives such Research Services. BMR
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which BMR
believes are useful or of value to it in rendering investment advisory services
to its clients.

Subject to the requirement that BMR shall use its best efforts to seek to
execute portfolio security transactions at advantageous prices and at reasonably
competitive spreads or commission rates, 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 period from the start of business, May 2, 1994, to the fiscal year
ended December 31, 1994, the purchases and sales of portfolio investments were
with the issuer or with major dealers in money market instruments acting as
principal. The cost of securities purchased from underwriters includes a
disclosed, fixed underwriting commission or concession, and the prices for which
securities are purchased from and sold to dealers usually include an undisclosed
dealer mark-up or mark-down. The Portfolio paid no brokerage commissions on
portfolio transactions during the period from the start of business, May 2,
1994, to December 31, 1994.

OTHER INFORMATION

Eaton Vance, pursuant to its agreement with the Fund, 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 Fund's Declaration of Trust may be amended by the Trustees when
authorized by vote of a majority of the outstanding voting securities of the
Fund and any other outstanding series of shares, 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.

As permitted by Massachusetts law, there will normally be no meeting of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees holding office have been elected by
shareholders. In such an event the Trustees then in office will call a
shareholders' meeting for the election of Trustees. The By-Laws provide that a
Trustee may be removed at any special meeting of the shareholders of the trust
by a vote of two-thirds of the outstanding shares of beneficial interest of the
trust (the "shares"). The Trustees shall promptly call a meeting of shareholders
for the purpose of voting upon a question of removal of a Trustee when requested
so to do by the record holders of not less than 10 per centum of the outstanding
shares. 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 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 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 interests
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.

The right to redeem can be suspended and the payment of the redemption price
deferred when the New York Stock Exchange (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 or the Fund 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 and Lybrand L.L.P., One Post Office Square, Boston, Massachusetts,
are the independent accountants for the Fund and the Portfolio, providing audit
services, tax return preparation, and assistance and consultation with respect
to the preparation of filings with the Securities and Exchange Commission.

<PAGE>
APPENDIX

MOODY'S INVESTORS SERVICE, INC.
DESCRIPTION OF RATINGS OF CORPORATE DEBT

MOODY'S SHORT-TERM DEBT RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year. Obligations relying upon support mechanisms such as
letters-of-credit and bonds of indemnity are excluded unless explicitly rated.

Moody's employs three designations, all judged to be investment grade, to
indicate the relative repayment ability of issuers. The two highest designations
are as follows:

PRIME-1 -- Issuers (or supporting institutions) rated Prime-1 or (P-1) have
a superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics:

* Leading market positions in well-established industries.
* High rates of return on funds employed.
* Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
* Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
* Well-established access to a range of financial markets and assured
sources of alternate liquidity.

PRIME-2 -- Issuers (or supporting institutions) rated Prime-2 or (P-2) have
a strong ability for repayment of senior short-term obligations. This will
normally be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

MOODY'S BOND RATINGS

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

STANDARD & POOR'S RATINGS GROUP
DESCRIPTION OF RATINGS OF CORPORATE DEBT

S&P'S COMMERCIAL PAPER RATLNGS
A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.

Ratings are graded into several categories, ranging from "A-1" for the
highest quality obligations to "D" for the lowest. The two highest rating
categories are as follows:

"A-1" This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to Possess extremely strong
safety characteristics are denoted with a plus sign ( + ) designation.

"A-2" Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

S&P'S CORPORATE DEBT RATINGS
AAA -- Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

AA -- Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

Note: The AA rating may be modified by the addition of a plus or minus
sign to show the relative standing within this category.

DUFF & PHELPS CREDIT RATING CO.
DESCRIPTION OF RATINGS OF CORPORATE DEBT

DUFF & PHELPS COMMERCLAL PAPER RATLNGS
Duff & Phelps' commercial paper ratings are consistent with the short-term
rating criteria utilized by money market participants. The ratings, in effect,
apply to all obligations with maturities (when issued) or under one year.

The distinguishing feature of Duff & Phelps' commercial paper ratings is the
refinement of the traditional "1" category. The majority of commercial paper
issuers carry the highest short-term rating yet significant quality differences
within that tier do exist. As a consequence, Duff & Phelps has incorporated
gradations of "1+ " (one plus) and "1-" (one minus), to assist investors in
recognizing those differences. The Duff 2 and Duff 3 categories have not been
similarly refined but could be at some later date.

CATEGORY 1: TOP GRADE
DUFF 1+ -- Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or ready access to alternative sources
of funds, is clearly outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.

DUFF 1 -- Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.

DUFF 1- -- High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk factors are very
small.

CATEGORY 2: GOOD GRADE
DUFF 2--Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing internal funds needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

DUFF & PHELPS' BOND RATINGS
AAA -- Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+ AA AA -- High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

FITCH INVESTORS SERVICE, INC.
DESCRIPTION OF RATINGS OF CORPORATE DEBT

FITCH'S SHORT-TERM DEBT RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.

The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.

Fitch short-term ratings are as follows:

F-1+ -- Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1 -- Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated "F-
1+".

F-2 -- Good Credit Quality. Issues assigned this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as for issues assigned "F-1+" and "F-1" ratings.

FITCH'S INVESTMENT GRADE BOND RATINGS
AAA -- Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA -- Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA". Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future development, short-term debt of these issuers is generally rated "F-1+".

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

PART II

This Part II provides information about EATON VANCE CASH MANAGEMENT FUND.

FEES AND EXPENSES

INVESTMENT ADVISER
Prior to the close of business April 29, 1994, (when the Fund transferred
substantially all of 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 January 1, 1994, to May 1, 1994, the Fund paid Eaton Vance advisory
fees of $180,479 (equivalent to .50% (annualized) of the Fund's average daily
net assets for such period). The Fund paid Eaton Vance advisory fees of $679,886
and $769,718, respectively, for the fiscal years ended December 31, 1993 and
1992.

CUSTODIAN
For the fiscal year ended December 31, 1994, the Fund paid IBT $44,519.

TRUSTEES
The fees and expenses of those Trustees of the Fund and of the Portfolio
who are not members of the Eaton Vance organization (the noninterested
Trustees) are paid by the Fund and the Portfolio, respectively. (The Trustees
of the Fund 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 December 31, 1994, the noninterested Trustees of the Fund and the
Portfolio earned the following compensation, in their capacities as Trustees
from the Fund, the Portfolio and the other funds in the Eaton Vance fund
complex\1/:

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE RETIREMENT TOTAL COMPENSATION
COMPENSATION COMPENSATION BENEFIT ACCRUED FROM FUND AND
NAME FROM FUND FROM PORTFOLIO FROM FUND COMPLEX FUND COMPLEX
---- ------------ -------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Donald R. Dwight $165 $1,041 $8,750 $135,000
Samuel L. Hayes, III 160 1.055 8,865 142,500
Norton H. Reamer 953 1,059 --0-- 135,000
John L. Thorndike 984 1,107 --0-- 140,000
Jack L. Treynor 984 1,088 --0-- 140,000
</TABLE>
- ------------
\1/ The Eaton Vance fund complex consists of 201 registered investment
companies or series thereof.

INVESTMENT RESTRICTIONS

The Fund and the Portfolio have adopted the same fundamental investment
restrictions which are enumerated in detail in Part I of this Statement of
Additional Information. The Fund's 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.

Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund. When so invested, the Fund's investment restrictions shall be construed to
be consistent with those of the Portfolio, to the extent applicable.

YIELD INFORMATION

The Fund's annualized current and effective yields for the seven-day period
ending December 31, 1994 were 5.34% and 5.48%, respectively.

PRINCIPAL UNDERWRITER

Although the Fund generally distributes its own shares, the Fund has
entered into a Distribution Contract with Eaton Vance Distributors, Inc. (the
"Principal Underwriter"), a wholly-owned subsidiary of Eaton Vance, to permit
the Fund to distribute its shares through the Principal Underwriter when in the
opinion of the Trustees it will be in the best interest of the Fund to do so.
Shares of the Fund may be purchased directly from the Fund except in those
states where they are distributed through the Principal Underwriter. Shares of
the Fund are currently distributed through the Principal Underwriter in
California, Colorado, District of Columbia, Florida, Illinois, Indiana,
Louisiana, Maine, Maryland, Massachusetts, New Hampshire, New York, North
Carolina, Ohio, Oregon, Rhode Island, South Carolina, Texas and West Virginia.

Under the Distribution Contract with the Principal Underwriter, the Fund
has agreed to pay all fees and expenses in connection with the registration of
its shares with the Securities and Exchange Commission as well as fees and
expenses in connection with registering and maintaining registrations of the
Fund and of its shares under the various state "blue-sky" laws. The Principal
Underwriter pays all expenses of preparing, printing and distributing
advertising and sales literature and all prospectuses and shareholders' reports
used in the distribution of Fund shares. The Contract provides that the
Principal Underwriter will accept orders at net asset value only, as no sales
commission or load is charged to the investor. The Distribution Contract is
renewable annually by the Fund's Trustees (including a majority of its Trustees
who are not interested persons of the Principal Underwriter or the Fund), may be
terminated on six months' notice by either party, and is automatically
terminated upon assignment.

The Fund reserves the right to suspend or limit the offering of shares to
the public at any time.

ADDITIONAL TAX MATTERS

As of April 29, 1994, the Fund exchanged substantially all of its assets
for an interest in the Portfolio. The Fund has obtained an opinion of tax
counsel to the effect that this contribution will not result in the recognition
of gain or loss by the Fund for Federal income tax purposes. If it were
determined that this exchange was taxable to the Fund, the Fund could be
required to recognize gain on the assets exchanged, to make additional
distributions that would be taxable to its shareholders and might also be
required to pay penalties and/or interest to the Internal Revenue Service.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 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
March 31, 1995, Saturn & Co., a nominee of Investors Bank & Trust Company, an
affiliate of Eaton Vance, was the record owner of approximately 31.68% of the
outstanding shares of the Fund, which it held on behalf of its custody and trust
clients and Eaton Vance Distributors, Inc., Boston, MA 02110 was the record
owner of approximately 23.41% of the outstanding shares of the Fund. To the
knowledge of the Fund, no other person beneficially owns 5% or more of the
Fund's outstanding shares.

OTHER INFORMATION

The Fund was established under Massachusetts law by a Declaration of Trust
dated October 16, 1974. The Fund changed its name from Eaton and Howard Cash
Management Fund to Eaton Vance Cash Management Fund on September 27, 1982.

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 December 31, 1994 as previously filed electronically with the
Securities and Exchange Commission (Accession Number: 0000950156-95- 000076).

<PAGE>

INVESTMENT ADVISER OF
CASH MANAGEMENT PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

taEaton 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

EATON VANCE CASH
MANAGEMENT FUND
24 FEDERAL STREET
BOSTON, MA 02110

CMSAI

EATON VANCE
CASH
MANAGEMENT
FUND

STATEMENT OF
ADDITIONAL
INFORMATION

MAY 1, 1995

<PAGE>

PART C

OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

INCLUDED IN PART A:

Financial Highlights for each of the ten years ended December
31. 1994

INCLUDED IN PART B:

INCORPORATED BY REFERENCE TO THE ANNUAL REPORT FOR EATON VANCE
CASH MANAGEMENT FUND DATED DECEMBER 31, 1994, FILED
ELECTRONICALLY PURSUANT TO SECTION 30(B) (2) OF THE INVESTMENT
COMPANY ACT OF 1940.

For Eaton Vance Cash Management Fund
(Accession No. 0000950156-95-000076):
Statement of Assets and Liabilities as of December 31, 1994
Statement of Operations for the year ended December 31, 1994
Statement of Changes in Net Assets for the two years ended
December 31, 1994
Financial Highlights
Notes to Financial Statements
Independent Accountants' Report

For Cash Management Portfolio:
Portfolio of Investments as of December 31, 1994
Statement of Assets and Liabilities as of December 31, 1994
Statement of Operations for the period from the start of
business, May 2, 1994, to December 31, 1994
Statement of Changes in Net Assets for the period from the
start of business, May 2, 1994, to December 31, 1994
Supplementary Data for the period from the start of business,
May 2, 1994, to December 31, 1994
Notes to Financial Statements
Independent Accountants' Report

(B) EXHIBITS:

(1) Amended and Restated Declaration of Trust dated September 27, 1993
filed as Exhibit (1) to Post-Effective Amendment No. 25 and
incorporated herein by reference.

(2)(a) By-Laws filed as Exhibit No. (2) to Post-Effective Amendment No. 1 and
incorporated herewith by reference.

(b) Amendment to By-laws dated December 13, 1993 filed as Exhibit (2) (b)
to Post- Effective Amendment No. 25 and incorporated herein by
reference.

(3) Not applicable

(4) Not applicable

(5) Investment Advisory Agreement with Eaton Vance Management dated
November 1, 1990 filed as Exhibit No. (5) to Post-Effective Amendment
No. 22 and incorporated herewith by reference.

(6) Distribution Contract with Eaton Vance Distributors, Inc. dated June
16, 1982 filed as Exhibit No. (6) to Post-Effective Amendment No. 14
and incorporated herewith by reference.

(7) Not Applicable

(8) Custodian Agreement with Investors Bank & Trust Company dated December
17,1990 filed as Exhibit No. (8) to Post-Effective Amendment No. 22
and incorporated herewith by reference.

(9) Form of Administrative Services Agreement with Eaton Vance Management
filed as Exhibit (9) to Post Effective Amendment No. 25 and
incorporated herein by reference.

(10) Opinion of Counsel filed herewith.

(11) Consent of Independent Accountants' filed herewith.

(12) Not applicable

(13) Not applicable

(14)(a) Vance, Sanders Profit Sharing Retirement Plan for Self-Employed
Persons with Adoption Agreement and instructions filed as Exhibit No.
14(1) to Post-Effective Amendment No. 22 to Registration Statement
under the Securities Act of 1933 (File No. 2-28471) and incorporated
herewith by reference.

(b) Eaton & Howard, Vance Sanders Defined Contribution Prototype Plan and
Trust with Adoption Agreements filed as Exhibit No. 14(2) to
Post-Effective Amendment No. 29 to Registration Statement under the
Securities Act of 1933 (File No. 2-22019) and incorporated herewith 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 5305A) and Instructions
filed as Exhibit No. 14(3) to Post-Effective Amendment No. 13 and
incorporated herewith by reference.

(d) Vance, Sanders Variable Pension Prototype Plan and Trust with Adoption
Agreement filed as Exhibit No. 14(4) to Post-Effective Amendment No.
22 to Registration Statement under the Securities Act of 1933 (File
No. 2-28471) and incorporated herewith by reference.

(15) Not applicable

(16) Quotation of Yield filed herewith.

(17)(a) Power of Attorney for Eaton Vance Cash Management Fund dated February
25, 1993 filed as Exhibit (17)(a) to Post-Effective Amendment No. 25
and incorporated herein by reference.

(b) Power of Attorney for Cash Management Portfolio dated February 25,
1994 filed as Exhibit (17)(b) to Post-Effective Amendment No. 25 and
incorporated herein by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest as of March 31, 1995
without par value 2,512

ITEM 27. INDEMNIFICATION
No change from the information set forth in Item 4 of Form N-1 filed in
Post-Effective Amendment No. 11 under the Securities Act of 1933 to the
Registration Statement, 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 THE 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 UNDERWRITERS

(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:

EV Classic Alabama Tax Free Fund EV Classic Pennsylvania Limited Maturity
EV Classic Arizona Tax Free Fund Tax Free Fund
EV Classic Arkansas Tax Free Fund EV Classic Pennsylvania Tax Free Fund
EV Classic California Limited Maturity EV Classic Rhode Island Tax Free Fund
Tax Free Fund EV Classic Strategic Income Fund
EV Classic California Municipals Fund EV Classic South Carolina Tax Free Fund
EV Classic Colorado Tax Free Fund EV Classic Special Equities Fund
EV Classic Connecticut Limited Maturity EV Classic Senior Floating-Rate Fund
Tax Free Fund EV Classic Stock Fund
EV Classic Connecticut Tax Free Fund EV Classic Tennessee Tax Free Fund
EV Classic Florida Insured Tax Free Fund EV Classic Texas Tax Free Fund
EV Classic Florida Limited Maturity EV Classic Total Return Fund
Tax Free Fund EV Classic Virginia Tax Free Fund
EV Classic Florida Tax Free Fund EV Classic West Virginia Tax Free Fund
EV Classic Georgia Tax Free Fund EV Marathon Alabama Tax Free Fund
EV Classic Government Obligations Fund EV Marathon Arizona Limited Maturity
EV Classic Greater China Growth Fund Tax Free Fund
EV Classic Growth Fund EV Marathon Arizona Tax Free Fund
EV Classic Hawaii Tax Free Fund EV Marathon Arkansas Tax Free Fund
EV Classic High Income Fund EV Marathon California Limited Maturity
EV Classic Investors Fund Tax Free Fund
EV Classic Kansas Tax Free Fund EV Marathon California Municipals Fund
EV Classic Kentucky Tax Free Fund EV Marathon Colorado Tax Free Fund
EV Classic Louisiana Tax Free Fund EV Marathon Connecticut Limited Maturity
EV Classic Maryland Tax Free Fund Tax Free Fund
EV Classic Massachusetts Limited Maturity EV Marathon Connecticut Tax Free Fund
Tax Free Fund EV Marathon Emerging Markets Fund
EV Classic Massachusetts Tax Free Fund Eaton Vance Equity - Income Trust
EV Classic Michigan Limited Maturity EV Marathon Florida Insured Tax Free Fund
Tax Free Fund EV Marathon Florida Limited Maturity
EV Classic Michigan Tax Free Fund Tax Free Fund
EV Classic Minnesota Tax Free Fund EV Marathon Florida Tax Free Fund
EV Classic Mississippi Tax Free Fund EV Marathon Georgia Tax Free Fund
EV Classic Missouri Tax Free Fund EV Marathon Gold & Natural Resources Fund
EV Classic National Limited Maturity EV Marathon Government Obligations Fund
Tax Free Fund EV Marathon Greater China Growth Fund
EV Classic National Municipals Fund EV Marathon Greater India Fund
EV Classic New Jersey Limited Maturity EV Marathon Growth Fund
Tax Free Fund EV Marathon Hawaii Tax Free Fund
EV Classic New Jersey Tax Free Fund EV Marathon High Income Fund
EV Classic New York Limited Maturity EV Marathon Investors Fund
Tax Free Fund EV Marathon Kansas Tax Free Fund
EV Classic New York Tax Free Fund EV Marathon Kentucky Tax Free Fund
EV Classic North Carolina Tax Free Fund EV Marathon Louisiana Tax Free Fund
EV Classic Ohio Limited Maturity EV Marathon Maryland Tax Free Fund
Tax Free Fund EV Marathon Massachusetts Limited Maturity
EV Classic Ohio Tax Free Fund Tax Free Fund
EV Classic Oregon Tax Free Fund EV Marathon Massachusetts Tax Free Fund
EV Marathon Michigan Limited Maturity EV Marathon Virginia Tax Free Fund
Tax Free Fund EV Marathon West Virginia Tax Free Fund
EV Marathon Michigan Tax Free Fund EV Traditional California Municipals Fund
EV Marathon Minnesota Tax Free Fund EV Traditional Connecticut Tax Free Fund
EV Marathon Mississippi Tax Free Fund EV Traditional Emerging Markets Fund
EV Marathon Missouri Tax Free Fund EV Traditional Florida Insured Tax Free Fund
EV Marathon National Limited Maturity EV Traditional Florida Limited Maturity
Tax Free Fund Tax Free Fund
EV Marathon National Municipals Fund EV Traditional Florida Tax Free Fund
EV Marathon New Jersey Limited Maturity EV Traditional Government Obligations Fund
Tax Free Fund EV Traditional Greater China Growth Fund
EV Marathon New Jersey Tax Free Fund EV Traditional Greater India
EV Marathon New York Limited Maturity Fund
Tax Free Fund EV Traditional Growth Fund
EV Marathon New York Tax Free Fund Eaton Vance Income Fund of Boston
EV Marathon North Carolina Limited Maturity EV Traditional Investors Fund
Tax Free Fund Eaton Vance Municipal Bond Fund L.P.
EV Marathon North Carolina Tax Free Fund EV Traditional National Limited Maturity
EV Marathon Ohio Limited Maturity Tax Free Fund
Tax Free Fund EV Traditional National Municipals Fund
EV Marathon Ohio Tax Free Fund EV Traditional New Jersey Tax Free Fund
EV Marathon Oregon Tax Free Fund EV Traditional New York Limited Maturity
EV Marathon Pennsylvania Limited Maturity Tax Free Fund
Tax Free Fund EV Traditional New York Tax Free Fund
EV Marathon Pennsylvania Tax Free Fund EV Traditional Pennsylvania Tax Free Fund
EV Marathon Rhode Island Tax Free Fund EV Traditional Special Equities Fund
EV Marathon Strategic Income Fund EV Traditional Stock Fund
EV Marathon South Carolina Tax Free Fund EV Traditional Total Return Fund
EV Marathon Special Equities Fund Eaton Vance Cash Management Fund
EV Marathon Stock Fund Eaton Vance Liquid Assets Fund
EV Marathon Tennessee Tax Free Fund Eaton Vance Money Market Fund
EV Marathon Texas Tax Free Fund Eaton Vance Prime Rate Reserves
EV Marathon Total Return Fund Eaton Vance Short-Term Treasury Fund
EV Marathon Virginia Limited Maturity Eaton Vance Tax Free Reserves
Tax Free Fund Massachusetts Municipal Bond Portfolio
</TABLE>

(b)

(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
------------------ -------------------------- --------------------
<S> <C> <C>
James B. Hawkes* Vice President and Director 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 Trustee
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 Assistant Secretary
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
William T. Toner Vice President None
747 Lilac Drive
Santa Barbara, California
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

</TABLE>
- ----------
*Address is 24 Federal Street, Boston, MA 02110

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 its transfer agent, The Shareholder Services Group, Inc.,
53 State Street, Boston, MA 02104 and 89 South Street, Boston, MA 02111 with the
exception of certain corporate documents and portfolio trading documents which
are in the possession and custody of Eaton Vance Management, 24 Federal Street,
Boston, MA 02110. Registrant is informed that all applicable accounts, books and
documents required to be maintained by registered investment advisers are in the
custody and possession of Eaton Vance Management.

ITEM 31. MANAGEMENT SERVICES
Not applicable

ITEM 32. UNDERTAKINGS
The Registrant also 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 effectivess of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 26th day of April, 1995.

EATON VANCE CASH MANAGEMENT FUND

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:

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

<S> <C> <C>
President, Principal
Executive Officer and
/s/ M. DOZIER GARDNER Trustee April 26, 1995
- ------------------------------------
M. DOZIER GARDNER

Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer April 26, 1995
- ------------------------------------
JAMES L. O'CONNOR

/s/ H. DAY BRIGHAM, JR. Trustee April 26, 1995
- ------------------------------------
H. DAY BRIGHAM, JR.

DONALD R. DWIGHT* Trustee April 26, 1995
- ------------------------------------
DONALD R. DWIGHT

/s/ JAMES B. HAWKES Trustee April 26, 1995
- ------------------------------------
JAMES B. HAWKES

SAMUEL L. HAYES, III* Trustee April 26, 1995
- ------------------------------------
SAMUEL L. HAYES, III

NORTON H. REAMER* Trustee April 26, 1995
- ------------------------------------
NORTON H. REAMER

JOHN L. THORNDIKE* Trustee April 26, 1995
- ------------------------------------
JOHN L. THORNDIKE

JACK L. TREYNOR* Trustee April 26, 1995
- ------------------------------------
JACK L. TREYNOR

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

<PAGE>

SIGNATURES

Cash Management Portfolio has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of Eaton Vance Cash Management Fund
(File No. 2-52148) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the
26th day of April, 1995. CASH MANAGEMENT PORTFOLIO

By /s/ M. DOZIER GARDNER
----------------------------------
M. DOZIER GARDNER, President

This Post-Effective Amendment to the Registration Statement on Form N-1A of
Eaton Vance Cash Management Fund (File No. 2-52148) has been signed below by the
following persons in the capacities and on the dates indicated:

</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

Trustee, President, and
Principal Executive
/s/ M. DOZIER GARDNER Officer April 26, 1995
- ------------------------------------
M. DOZIER GARDNER

Treasurer and Principal
Financial and
/s/ JAMES L. O'CONNOR Accounting Officer April 26, 1995
- ------------------------------------
JAMES L. O'CONNOR

/s/ H. DAY BRIGHAM, JR. Trustee April 26, 1995
- ------------------------------------
H. DAY BRIGHAM, JR.

DONALD R. DWIGHT* Trustee April 26, 1995
- ------------------------------------
DONALD R. DWIGHT

/s/ JAMES B. HAWKES Trustee April 26, 1995
- ------------------------------------
JAMES B. HAWKES

SAMUEL L. HAYES, III* Trustee April 26, 1995
- ------------------------------------
SAMUEL L. HAYES, III

NORTON H. REAMER* Trustee April 26, 1995
- ------------------------------------
NORTON H. REAMER

JOHN L. THORNDIKE* Trustee April 26, 1995
- ------------------------------------
JOHN L. THORNDIKE

JACK L. TREYNOR* Trustee April 26, 1995
- ------------------------------------
JACK L. TREYNOR

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

</TABLE>
<PAGE>

EXHIBIT INDEX

The following exhibits are filed as a part of this amendment to the
Registration Statement pursuant to General Instructions E of Form N-1A.

<TABLE>
<CAPTION>
PAGE IN SEQUENTIAL
EXHIBIT NO. DESCRIPTION NUMBERING SYSTEM
- ----------- ----------- ----------------

(10) Opinion of Counsel
(11) Consent of Independent Accountants'
(16) Quotation of Yield

</TABLE>

April 26, 1995

Eaton Vance Cash Management Fund
24 Federal Street
Boston, MA 02110

Gentlemen:

Eaton Vance Cash Management Fund (the "Fund") is a Massachusetts
business trust created under a Declaration of Trust dated October 16, 1974
executed and delivered in Boston, Massachusetts and currently operating under an
Amended and Restated Declaration of Trust dated September 27, 1993 (the
"Declaration of Trust"). I am of the opinion that all legal requirements have
been complied with in the creation of the Fund, and that said Declaration of
Trust is legal and valid.

The Trustees of the Fund have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided. As
provided in the Declaration of Trust, the interest of shareholders is divided
into shares of beneficial interest without par value, and the number of shares
that may be issued is unlimited. The Trustees may from time to time issue and
sell or cause to be issued and sold shares of the Fund for cash or for property.
All such shares, when so issued, shall be fully paid and nonassessable by the
Fund.

By votes duly adopted, the Trustees of the Fund have authorized the
issuance of shares of beneficial interest, without par value, of the Fund. The
Fund intends to register under the Securities Act of 1933, as amended, 2,732,490
of its shares of beneficial interest with Post-Effective Amendment No. 27 to its
Registration Statement on Form N-1A (the "Amendment") with the Securities and
Exchange Commission.

I have examined originals, or copies, certified or otherwise identified
to my satisfaction, of such certificates, records and other documents as I have
deemed necessary or appropriate for the purpose of this opinion, including the
Declaration of Trust and votes adopted by the Trustees. Based upon the
foregoing, and with respect to Massachusetts law (other than the Massachusetts
Uniform Securities Act), only to the extent that Massachusetts law may be
applicable and without reference to the laws of the other several states of the
United States of America, I am of the opinion that under existing law:

1. The Fund is a trust with transferable shares of beneficial interest
organized in compliance with the laws of The Commonwealth of Massachusetts, and
the Declaration of Trust is legal and valid under the laws of The Commonwealth
of Massachusetts.

2. Shares of beneficial interest of the Fund registered by the
Amendment may be legally and validly issued in accordance with the Declaration
of Trust upon receipt by the Fund of payment in compliance with the Declaration
of Trust and, when so issued and sold, will be fully paid and nonassessable by
the Fund.

I am a member of the Massachusetts bar and have acted as internal legal
counsel of the Fund in connection with the Amendment, and I hereby consent to
the filing of this opinion with the Securities and Exchange Commission as an
exhibit thereto.

Very truly yours,

/s/H. Day Brigham, Jr.
--------------------------
H. Day Brigham, Jr., Esq.
Vice President, Eaton Vance Management

EGW/drb

<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A (1933 Act File Number 2-52148) of Eaton
Vance Cash Management Fund (the "Fund") of our report dated February 3, 1995 on
our audit of the financial statements and financial highlights of the Fund and
of our report dated February 3, 1995 on our audit of the financial statements
and supplementary data of Cash Management Portfolio, which reports are included
in the Annual Report to Shareholders for the year ended December 31, 1994, which
is incorporated by reference in this Registration Statement.

We also consent to the reference to our Firm under the caption "The Funds"
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
April 26, 1995

EXHIBIT 16

EATON VANCE CASH MANAGEMENT FUND
Quotation of Yield

For the seven day period ending December 31, 1994

The value of an account with a beginning balance of one share equal to $1.00
grew to $1.001023860. The difference of $0.001023860 is the Base Period Return.
Dividing the Base Period Return by the beginning value of $1.00 and multiplying
by (365/7) gives a yield of 5.34%.

Adding 1 to the Base Period Return and taking this to the power of (365/7) and
subtracting 1 gives an effective yield of 5.48%.

<ARTICLE> 6
<CIK> 0000031264
<NAME> EATON VANCE CASH MANAGEMENT FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 108272
<INVESTMENTS-AT-VALUE> 108272
<RECEIVABLES> 4603
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 112875
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1254
<TOTAL-LIABILITIES> 1254
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 111621
<SHARES-COMMON-STOCK> 111621
<SHARES-COMMON-PRIOR> 112200
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 111621
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1206
<OTHER-INCOME> 2768
<EXPENSES-NET> 482
<NET-INVESTMENT-INCOME> 3493
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3493
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 746678
<NUMBER-OF-SHARES-REDEEMED> 749121
<SHARES-REINVESTED> 1864
<NET-CHANGE-IN-ASSETS> (578)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 180
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 482
<AVERAGE-NET-ASSETS> 102792
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .035
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.035)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000919971
<NAME> CASH MANAGEMENT PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 222738
<INVESTMENTS-AT-VALUE> 222738
<RECEIVABLES> 0
<ASSETS-OTHER> 13
<OTHER-ITEMS-ASSETS> 73
<TOTAL-ASSETS> 222824
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11
<TOTAL-LIABILITIES> 11
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<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> 0
<NET-ASSETS> 222813
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5734
<OTHER-INCOME> 0
<EXPENSES-NET> 698
<NET-INVESTMENT-INCOME> 5036
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5036
<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> 222713
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 597
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 698
<AVERAGE-NET-ASSETS> 178418
<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
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>