EATON VANCE SPECIAL INVESTMENT TRUST, 485B24E, 1996-04-29

EATON VANCE SPECIAL INVESTMENT TRUST
485B24E, 1996-04-29

Previous: TRIARC COMPANIES INC, DEF 14A, 1996-04-29

Next: EDISON BROTHERS STORES INC, SC 13D/A, 1996-04-29

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996

1933 ACT FILE NO. 2-27962
1940 ACT FILE NO. 811-1545
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 43 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 30 [X]

EATON VANCE SPECIAL INVESTMENT TRUST
--------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

617-482-8260
-----------------------
(REGISTRANT'S TELEPHONE NUMBER)

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 April 30, 1996
pursuant to paragraph (b) of Rule 485.

Emerging Markets Portfolio, Investors Portfolio, South Asia Portfolio,
Special Investment Portfolio, Stock Portfolio and Total Return Portfolio have
also executed this Registration Statement.

CALCULATION OF REGISTRATION FEE
===============================================================================
PROPOSED PROPOSED
MAXIMUM AGGREGATE
AMOUNT OF OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES SHARES BEING PRICE OFFERING REGISTRATION
BEING REGISTERED REGISTERED PER SHARE PRICE FEE
- -------------------------------------------------------------------------------
Shares of Beneficial
Interest 3,211,739 $6.87(1) $22,064,646(2) $100
===============================================================================
(1) Computed under Rule 457(d) on the basis of the maximum aggregate offering
price per share at the close of business on April 18, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 for those series with a fiscal year end of December
31, 1995. $198,686,785 of shares were redeemed during the fiscal year
ended December 31, 1995. $176,912,144 of shares were used for reductions
pursuant to Paragraph (c) of Rule 24f-2 during such fiscal year.
$21,774,641 of shares redeemed are being used for the reduction of the
registration fee in this Amendment. While no fee is required for the
$21,774,641 of shares, the Registrant has elected to register, for $100,
an additional $290,000 of shares.

The Registrant has filed a Declaration pursuant to Rule 24f-2 and on
February 27, 1996 filed its "Notice" as required by that Rule for the fiscal
year ended December 31, 1995.

===============================================================================
<PAGE>

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

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

Part A--The Prospectuses of:
EV Marathon Emerging Markets Fund
EV Traditional Emerging Markets Fund
EV Marathon Greater India Fund
EV Traditional Greater India Fund
EV Classic Investors Fund
EV Marathon Investors Fund
EV Traditional Investors Fund
EV Classic Special Equities Fund
EV Marathon Special Equities Fund
EV Traditional Special Equities Fund
EV Classic Stock Fund
EV Marathon Stock Fund
EV Traditional Stock Fund
EV Classic Total Return Fund
EV Marathon Total Return Fund
EV Traditional Total Return Fund

Part B--The Statements of Additional Information of:
EV Marathon Emerging Markets Fund
EV Traditional Emerging Markets Fund
EV Marathon Greater India Fund
EV Traditional Greater India Fund
EV Classic Investors Fund
EV Marathon Investors Fund
EV Traditional Investors Fund
EV Classic Special Equities Fund
EV Marathon Special Equities Fund
EV Traditional Special Equities Fund
EV Classic Stock Fund
EV Marathon Stock Fund
EV Traditional Stock Fund
EV Classic Total Return Fund
EV Marathon Total Return Fund
EV Traditional Total Return Fund

Part C--Other Information

Signatures

Exhibit Index Required by Rule 483(a) under the Securities Act of 1933

Exhibits

This Amendment is not intended to amend the Prospectuses and Statements of
Additional Information of any other Fund of the Trust not identified above.
<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST
EV MARATHON EMERGING MARKETS FUND
EV TRADITIONAL EMERGING MARKETS FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; The Portfolio's
Investments in Emerging
Markets; Investment Policies
and Risks; Organization of
the Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Management of the Fund and the
Other Services Portfolio; Distribution Plan;
Service Plan (for Traditional
Fund only); Custodian;
Independent Certified Public
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE SPECIAL INVESTMENT TRUST
EV MARATHON GREATER INDIA FUND
EV TRADITIONAL GREATER INDIA FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; The Portfolio's
Investments in India and the
Indian Subcontinent;
Investment Policies and
Risks; Organization of the
Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Management of the Fund and the
Other Services Portfolio; Distribution Plan;
Service Plan (for Traditional
Fund only); Custodian;
Independent Certified Public
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC INVESTORS FUND
EV MARATHON INVESTORS FUND
EV TRADITIONAL INVESTORS FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objectives; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan; Service Plan (for
Traditional Fund only);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC SPECIAL EQUITIES FUND
EV MARATHON SPECIAL EQUITIES FUND
EV TRADITIONAL SPECIAL EQUITIES FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan; Service Plan (for
Traditional Fund only);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC STOCK FUND
EV MARATHON STOCK FUND
EV TRADITIONAL STOCK FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan; Service Plan (for
Traditional Fund only);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>
EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC TOTAL RETURN FUND
EV MARATHON TOTAL RETURN FUND
EV TRADITIONAL TOTAL RETURN FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan; Service Plan (for
Traditional Fund only); 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 Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan; Service Plan (for
Traditional Fund only);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan; Service
Plan (for Traditional Fund
only); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements

<PAGE>

PART A

INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

EV MARATHON EMERGING MARKETS FUND (THE "FUND") IS A MUTUAL FUND SEEKING
LONG-TERM CAPITAL APPRECIATION THROUGH PURCHASE OF AN INTEREST IN A SEPARATE
INVESTMENT COMPANY WHICH INVESTS IN EQUITY SECURITIES OF COMPANIES IN COUNTRIES
WITH EMERGING MARKETS ("EMERGING MARKET COUNTRIES"). EMERGING MARKET COUNTRIES
ARE LOCATED IN ASIA, LATIN AMERICA, THE MIDDLE EAST, SOUTHERN EUROPE, EASTERN
EUROPE, AFRICA AND THE REGION COMPRISING THE FORMER SOVIET UNION. ACCORDINGLY,
THE FUND INVESTS ITS ASSETS IN EMERGING MARKETS PORTFOLIO (THE "PORTFOLIO"), A
DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS
THE FUND, RATHER THAN BY INVESTING DIRECTLY IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. INVESTMENTS IN EMERGING
MARKET COUNTRIES CAN INVOLVE SIGNIFICANT RISKS THAT ARE NOT NORMALLY INVOLVED IN
INVESTMENTS IN SECURITIES OF U.S. COMPANIES, AND THEREFORE THE FUND MAY NOT BE
SUITABLE FOR ALL INVESTORS. THE FUND IS A SEPARATE SERIES OF EATON VANCE SPECIAL
INVESTMENT TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing in the Fund. Please retain this document for future reference.
A Statement of Additional Information for the Fund dated May 1, 1996, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information is available without charge from the Fund's principal underwriter,
Eaton Vance Distributors, Inc. (the "Principal Underwriter"), 24 Federal Street,
Boston, MA 02110 (telephone (800) 225-6265). The sponsor and manager of the Fund
and the administrator of the Portfolio is Eaton Vance Management, 24 Federal
Street, Boston, MA 02110 (the "Manager"). The Portfolio's investment adviser is
Lloyd George Investment Management (Bermuda) Limited (the "Adviser"). The
principal business address of the Adviser is 3808 One Exchange Square, Central,
Hong Kong.

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

<TABLE>
<CAPTION>
PAGE
<S> <C>
Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
The Portfolio's Investments in Emerging
Markets................................. 4
Investment Policies and Risks............. 5
Organization of the Fund and the
Portfolio............................... 9
Management of the Fund and the
Portfolio............................... 10
Distribution Plan......................... 13
Valuing Fund Shares....................... 14

<CAPTION>
PAGE
<S> <C>
How to Buy Fund Shares.................... 15
How to Redeem Fund Shares................. 16
Reports to Shareholders................... 17
The Lifetime Investing Account/
Distribution Options.................... 17
The Eaton Vance Exchange Privilege........ 18
Eaton Vance Shareholder Services.......... 19
Distributions and Taxes................... 20
Performance Information................... 21
</TABLE>

- -
- -

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

PROSPECTUS DATED MAY 1, 1996

<PAGE>

SHAREHOLDER AND FUND EXPENSES

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

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
----------------------------------------------------------------------------
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges Imposed on Redemptions
during the First Seven Years (as a percentage of redemption proceeds
exclusive of all reinvestments and capital appreciation in the account) 5.00%-0%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily
net assets)
----------------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.80%
Other Expenses (after expense reduction) 4.19%
-----
Total Operating Expenses (after reduction) 6.24%
=====
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
An investor would pay the following contingent
deferred sales charge and expenses on a $1,000
investment, assuming (a) 5% annual return and
(b) redemption at the end of each time period: $112 $224 $322 $587
An investor would pay the following expenses on
the same investment, assuming (a) 5% annual
return and (b) no redemptions: $62 $184 $302 $587
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear directly or indirectly, by investing in the Fund. Information for
the Fund is based on its expenses for the most recent fiscal year, except that
service fee payments have been estimated. Absent an allocation of expenses to
the Administrator, Other Expenses would have been 9.35% and Total Operating
Expenses would have been 11.40%. Management Fees include management fees paid by
the Fund and investment advisory and administration fees paid by the Portfolio
of 0.25%, 0.75% and 0.25%, respectively.

The Fund invests exclusively in the Portfolio. The Trustees believe the
aggregate per share expenses of the Fund and the Portfolio should approximate,
and over time may be less than, the per share expenses the Fund would incur if
the Trust retained the services of an investment adviser for the Fund and the
Fund's assets were invested directly in the type of securities being held by the
Portfolio.

The Example should not be considered a representation of past or future
expenses, and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary. For further information regarding the expenses of both the Fund and
the Portfolio see "The Fund's Financial Highlights", "Organization of the Fund
and the Portfolio", "Management of the Fund and the Portfolio", "How to Redeem
Fund Shares" and "Distribution Plan". A long-term shareholder may pay more than
the economic equivalent of the maximum front-end sales charge permitted by a
rule of the National Association of Securities Dealers, Inc. See "Distribution
Plan".

No contingent deferred sales charge is imposed on (a) shares purchased more than
six years prior to the redemption, (b) shares acquired through the reinvestment
of distributions or (c) any appreciation in value of other shares in the account
(see "How to Redeem Fund Shares"), and no such charge is imposed on exchanges of
Fund shares for shares of one or more other funds listed under "The Eaton Vance
Exchange Privilege".

Other investment companies with different distribution arrangements and fees are
investing in the Portfolio and others may do so in the future. See "Organization
of the Fund and the Portfolio".

<PAGE>

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

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1994*
------- -------
<S> <C> <C>
NET ASSET VALUE, beginning of year $ 9.960 $10.000
------- -------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $(0.268) $(0.003)
Net realized and unrealized gain (loss) on investments 0.358 (0.037)
------- -------
Total income (loss) from operations $ 0.090 $(0.040)
------- -------
NET ASSET VALUE, end of year $10.050 $ 9.96
========= =========
TOTAL RETURN(1) 0.90% (0.40)%
RATIOS/SUPPLEMENTAL DATA**:
Net assets, end of year (000 omitted) $ 1,801 $ 229
Ratio of net expenses to average daily net assets(2) 6.19% 0.75%+
Ratio of net investment loss to average daily net assets (4.64)% (0.75)%+
** The expenses related to the operation of the Fund reflect an assumption of expenses by the Administrator
and the Adviser. Had such action not been taken, net investment loss per share and the ratios would have
been as follows:
Net investment loss per share $(0.566) $(0.037)
RATIOS (as a percentage of average daily net assets):
Expenses(2) 11.35% 9.14%+
Net investment income (loss) (9.80)% (9.14)%+
+ Annualized.
* For the period from the start of business, November 30, 1994 to December 31, 1994.
(1) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at
the net asset value on the last day of the period reported. Distributions, if any, are assumed to be
reinvested at the net asset value on the record date. Total return is not computed on an annualized
basis.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
</TABLE>

<PAGE>

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

THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL APPRECIATION. It
currently seeks to meet its investment objective by investing its assets in
Emerging Markets Portfolio (the "Portfolio"), a separate registered investment
company which invests in equity securities of companies in countries with
emerging markets ("Emerging Market Countries"). This investment structure is
commonly referred to as a "master/feeder" structure. Emerging Market Countries
are located in Asia, Latin America, the Middle East, Southern Europe, Eastern
Europe, Africa and the region comprising the former Soviet Union. The Fund
considers countries with emerging markets to be all countries that are generally
considered to be developing or emerging countries by the International Bank for
Reconstruction and Development (more commonly referred to as the "World Bank")
or the International Finance Corporation, as well as countries that are
classified by the United Nations or otherwise regarded by their own authorities
as developing.

The Fund is intended for long-term investors and is not intended to be a
complete investment program. Prospective investors should take into account
their objectives and other investments when considering the purchase of Fund
shares. The Fund cannot assure achievement of its investment objective. The
investment objective of the Fund and the Portfolio are nonfundamental. See
"Organization of the Fund and the Portfolio -- Special Information on the
Fund/Portfolio Investment Structure" for further information. In addition,
investments in Emerging Market Countries can be considered speculative, and
therefore may offer higher potential for gains and losses than investments in
the developed markets of the world. See "Investment Policies and Risks" for
further information.

THE PORTFOLIO'S INVESTMENTS IN EMERGING MARKETS
- --------------------------------------------------------------------------------

THE FOLLOWING IS A GENERAL DISCUSSION OF CERTAIN FEATURES OF THE EMERGING MARKET
COUNTRIES ECONOMIES IN WHICH THE PORTFOLIO INTENDS TO INVEST. There can be no
assurance that the Portfolio will be able to capitalize on the factors described
herein. Opinions expressed herein are the good faith opinions of the Portfolio's
Adviser, Lloyd George Investment Management (Bermuda) Limited.

The Adviser believes that the long-term growth rates of the economies of certain
Emerging Market Countries may be substantially higher than those of developed
countries. For a discussion of the risks associated with investing in Emerging
Market Countries, see "Investment Policies and Risks".

The Adviser believes that factors favoring investment in the economies of many
Emerging Market Countries include:

- POLITICAL CHANGES in governments which favor a shift from socialism
and government involvement in the private sector to a market-driven
economy. Emerging Market Countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe, Africa, and the region
comprising the former Soviet Union are in the process of implementing
broad market reforms to revitalize their economies. The Adviser
believes that these reforms have helped lead to significantly higher
levels of economic activity.

- PRIVATIZATIONS of government-owned and operated companies in certain
Emerging Market Countries, which provide a source of capital for
government budgets and can result in improved operating efficiencies
and services. The Adviser believes that many privatized companies may
have significant growth potential arising from the demand created by
increasing economic activity.

- A FAVORABLE REGULATORY CLIMATE. Given the essential role of private
enterprise in economic growth, many Emerging Market Country
governments have in the past provided support to help companies to
finance the considerable capital expenditures they need to expand.
This support has taken a variety of forms, including tax concessions,
more favorable rate or tariff structures, and limited monopolies on
services.

According to the World Bank, the combined market capitalization of developing
countries has grown from $67 billion in 1982 to over $2,373 billion, as of
December 31, 1995. World Bank data indicates that developing countries are
experiencing more rapid economic growth than industrialized countries.

<PAGE>

As a result of such factors, the Adviser believes that substantial opportunities
for long-term capital appreciation will be presented by investments in the
equity securities of companies in Emerging Market Countries.

INVESTMENT POLICIES AND RISKS

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

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF COMPANIES IN EMERGING MARKET COUNTRIES. A company will be
considered to be in an Emerging Market Country if it is domiciled or has
significant operations in that country. The Portfolio will, under normal market
conditions, invest at least 65% of its total assets in such securities
("Emerging Market investments"). Substantially all of the Portfolio's assets,
however, will normally be invested in equity securities, warrants, and options
on equity securities and indices. The Portfolio will ordinarily be invested in
at least three Emerging Market Countries.

Equity securities, for purposes of the 65% policy, will be limited to common and
preferred stocks; equity interests in trusts, partnerships, joint ventures and
other unincorporated entities or enterprises; special classes of shares
available only to foreign investors in markets that restrict ownership by
foreign investors to certain classes of equity securities; convertible preferred
stocks; and other convertible instruments. The convertible instruments in which
the Portfolio will invest will generally not be rated, but will typically be
equivalent in credit quality to securities rated below investment grade (i.e.,
credit quality equivalent to lower than Baa by Moody's Investors Service, Inc.
or lower than BBB by Standard & Poor's Ratings Group). Convertible debt
securities that are not investment grade are commonly called "junk bonds" and
have risks similar to equity securities; they have speculative characteristics
and changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity to make principal and interest payments than is the
case with higher grade debt securities. Such debt securities will not exceed 20%
of total assets.

When consistent with its investment objective, the Portfolio may also invest in
equity securities of companies outside Emerging Market Countries, as well as
warrants, options on equity securities and indices, options on currency, futures
contracts, options on futures contracts, forward foreign currency exchange
contracts, currency swaps and other non-equity investments. However, such
investments will not, under normal market conditions, exceed 35% of the
Portfolio's total assets. In any event, the Portfolio will not invest more than
5% of its net assets in warrants.

The Portfolio may, for temporary defensive purposes, invest some or all of its
total assets in high grade debt securities of foreign and United States
companies, foreign governments and the U.S. Government, and their respective
agencies, instrumentalities, political subdivisions and authorities, as well as
in high quality money market instruments denominated in U.S. dollars or a
foreign currency.

INVESTING IN FOREIGN SECURITIES. Investing in securities issued by foreign
companies and governments involves considerations and possible risks not
typically associated with investing in securities issued by the U.S. Government
and domestic corporations. The values of foreign investments are affected by
changes in currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Because investment in foreign
issuers will usually involve currencies of foreign countries, the value of the
assets of the Portfolio as measured in U.S. dollars may be adversely affected by
changes in foreign currency exchange rates. Such rates may fluctuate
significantly over short periods of time causing the Portfolio's net asset value
to fluctuate as well. Costs are incurred in connection with conversions between
various currencies. In addition, foreign brokerage commissions and other costs
of investing are generally higher than in the United States, and foreign
securities markets may be less liquid, more volatile and less subject to
governmental supervision than in the United States. Investments in foreign
issuers could be adversely affected by other factors not present in the United
States, including expropriation, confiscatory taxation, lack of uniform
accounting and auditing standards and potential difficulties in enforcing
contractual obligations.

<PAGE>

the value of such currency. An issuer of securities purchased by the Portfolio
may be domiciled in a country other than the country in whose currency the
securities are denominated.

Since the Portfolio will, under normal market conditions, invest at least 65% of
its total assets in Emerging Market investments, its investment performance will
be especially affected by events affecting companies in Emerging Market
Countries. The value and liquidity of Emerging Market investments may be
affected favorably or unfavorably by political, economic, fiscal, regulatory or
other developments in Emerging Market Countries. Foreign investment in the
securities of issuers in Emerging Market Countries is usually restricted or
controlled to some degree. The extent of economic development, political
stability and market depth of different Emerging Market Countries varies widely.
Certain Emerging Market Countries are either comparatively underdeveloped or are
in the process of becoming developed. Emerging Market investments typically
involve greater potential for gain or loss than investments in securities of
issuers in developed countries. In comparison to the United States and other
developed countries, Emerging Market Countries may have relatively unstable
governments and economies based on only a few industries. Given the Portfolio's
investments, the Portfolio will likely be particularly sensitive to changes in
the economies of Emerging Market Countries as the result of any reversals of
economic liberalization in those countries, political unrest or changes in
trading status.

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

The stock markets in many Emerging Market Countries are undergoing a period of
growth and change, which may result in trading or price volatility and
difficulties in the settlement and recording of transactions, and in
interpreting and applying the relevant laws and regulations. The securities
industries in these countries are comparatively underdeveloped, and stockbrokers
and other intermediaries may not perform as well as their counterparts in the
United States and other more developed securities markets.

Settlement of securities transactions may be delayed and is generally less
frequent than in the United States, which could affect the liquidity of the
Portfolio's assets. In addition, disruptions due to work stoppages and trading
improprieties in these securities markets have caused such markets to close. If
extended closings were to occur in stock markets where the Portfolio was heavily
invested, the Fund's ability to redeem Fund shares could become correspondingly
impaired. To mitigate these risks, the Portfolio may maintain a higher cash
position than it otherwise would, thereby possibly diluting its return, or the
Portfolio may have to sell liquid securities than it would not otherwise choose
to sell. In some cases, the Portfolio may find it necessary or desirable to
borrow funds on a short-term basis, within the limits of the Investment Company
Act of 1940 (the "1940 Act"), to help meet redemption requests. Such borrowings
would result in increased expense to the Fund. The Fund may suspend redemption
privileges or postpone the date of payment for more than seven days after a
redemption order to received under certain circumstances. See "How to Redeem
Fund Shares".

THE PORTFOLIO WILL INVEST IN EMERGING MARKET COUNTRIES, IN WHICH POLITICAL AND
ECONOMIC STRUCTURES MAY BE UNDERGOING SIGNIFICANT EVOLUTION AND RAPID
DEVELOPMENT. Such countries may lack the social, political and economic
stability characteristics of the United States. Certain of such countries may
have in the past failed to recognize private property rights and have at times
nationalized or expropriated the assets of private companies. The laws of
Emerging Market Countries relating to limited liability of corporate
shareholders, fiduciary duties of officers and directors, and the bankruptcy of
state enterprises may be less well developed than or different from such laws in
the United States. It may be more difficult to obtain a judgment in a court of
an Emerging Market Country than it is in the United States. In addition,
unanticipated political or social developments may affect the values of the
Portfolio's investments in those countries and the availability to the Portfolio
of additional investments in those countries.

<PAGE>

Governmental actions can have a significant effect on the economic conditions in
Emerging Market Countries, which could adversely affect the value and liquidity
of the Portfolio's investments. Although some governments in Emerging Market
Countries have recently begun to institute economic reform policies, there can
be no assurances that they will continue to pursue such policies or, if they do,
that such policies will succeed.

UNLISTED SECURITIES. The Portfolio may invest up to 15% of its net assets in
securities of companies that are neither listed on a stock exchange nor traded
over the counter. Unlisted securities may include investments in new and early
stage companies, which may involve a high degree of business and financial risk
that can result in substantial losses and may be considered speculative. Such
securities will generally be deemed to be illiquid. Because of the absence of
any public trading market for these investments, the Portfolio may take longer
to liquidate these positions than would be the case for publicly traded
securities. Although these securities may be resold in privately negotiated
transactions, the prices realized from these sales could be less than those
originally paid by the Portfolio or less than what may be considered the fair
value of such securities. Furthermore, issuers whose securities are not publicly
traded may not be subject to public disclosure and other investor protection
requirements applicable to publicly traded securities. If such securities are
required to be registered under the securities laws of one or more jurisdictions
before being resold, the Portfolio may be required to bear the expenses of
registration. In addition, any capital gains realized on the sale of such
securities may be subject to higher rates of taxation than taxes payable on the
sale of listed securities.

DERIVATIVE INSTRUMENTS. The Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return (which may be
considered speculative), to hedge against fluctuations in securities prices,
interest rates or currency exchange rates, or as a substitute for the purchase
or sale of securities or currencies. The Portfolio's transactions in derivative
instruments may be in the U.S. or abroad and may include the purchase or sale of
futures contracts on securities, securities indices, other indices, other
financial instruments or currencies; options on futures contracts;
exchange-traded and over-the-counter options on securities, indices or
currencies; and forward foreign currency exchange contracts. The Portfolio's
transactions in derivative instruments involve a risk of loss or depreciation
due to: unanticipated adverse changes in securities prices, interest rates, the
other financial instruments' prices or currency exchange rates; the inability to
close out a position; or default by the counterparty; imperfect correlation
between a position and the desired hedge; tax constraints on closing out
positions; and portfolio management constraints on securities subject to such
transactions. The loss on derivative instruments (other than purchased options)
may substantially exceed the Portfolio's initial investment in these
instruments. In addition, the Portfolio may lose the entire premium paid for
purchased options that expire before they can be profitably exercised by the
Portfolio. The Portfolio incurs transaction costs in opening and closing
positions in derivative instruments. There can be no assurance that the
Adviser's use of derivative instruments will be advantageous to the Portfolio.

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

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

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

<PAGE>

exposure to foreign currency exchange rate fluctuations. The Portfolio may also
use forward contracts to shift its exposure to foreign currency exchange rate
changes from one currency to another.

The Portfolio may enter into currency swaps for both hedging and non-hedging
purposes. Currency swaps involve the exchange of rights to make or receive
payments in specified currencies. Since currency swaps are individually
negotiated, the Portfolio expects to achieve an acceptable degree of correlation
between its portfolio investments and its currency swap positions. Currency
swaps usually involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
The use of currency swaps is a highly specialized activity which involves
special investment techniques and risks. If the Adviser is incorrect in its
forecasts of market values and currency exchange rates, the Portfolio's
performance will be adversely affected.

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

INVESTMENT LIMITATIONS. The Fund and the Portfolio have adopted certain
fundamental investment restrictions and policies which are enumerated in detail
in the Statement of Additional Information and which may not be changed unless
authorized by a shareholder vote and an investor vote, respectively. Among these
fundamental restrictions, neither the Fund nor the Portfolio may (1) borrow
money, except as permitted by the 1940 Act; (2) purchase any securities on
margin (but the Fund and the Portfolio may obtain such short-term credits as may
be necessary for the clearance of purchases and sales of securities); or (3)
with respect to 75% of its total assets, invest more than 5% of its total assets
(taken at current value) in the securities of any one issuer, or invest in more
than 10% of the outstanding voting securities of any one issuer, except
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and except securities of other investment companies.
Investment restrictions are considered at the time of acquisition of assets; the
sale of portfolio assets generally is not required in the event of a subsequent
change in circumstances. As a matter of fundamental policy the Portfolio will
not invest 25% or more of its total assets in the securities, other than U.S.
Government securities, of issuers in any one industry. However, the Portfolio is
permitted to invest 25% or more of its total assets in (i) the securities of
issuers located in any one Emerging Market Country and (ii) securities
denominated in the currency of any one country.

Except for the fundamental investment restrictions and policies specifically
identified above and enumerated in the Statement of Additional Information, the
investment objective and policies of the Fund and the Portfolio are not
fundamental policies and accordingly may be changed by the Trustees of the Trust
and the Portfolio without obtaining the approval of the shareholders of the Fund
or the investors in the Portfolio, as the case may be. If any changes were made,
the Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder in
the Fund.

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i) may
purchase any securities if, at the time of such purchase, permitted borrowings
exceed 5% of the value of its total assets, or (ii) is permitted to invest more
than 15% of its net assets in over-the-counter options, repurchase agreements
maturing in more than seven days and other illiquid securities. Nevertheless,
the Portfolio may temporarily borrow up to 5% of the value of its total assets
to satisfy redemption requests on settle securities transactions. The Portfolio
may lend portfolio securities and engage in repurchase agreements and reverse
repurchase agreements but the Adviser has no current intention to do so.

Under the 1940 Act and the rules promulgated thereunder, the Portfolio's
investments in the securities of any company that, in its most recent fiscal
year, derived more than 15% of its gross revenues from securities-related
activities is limited to 5% of any class of the issuer's equity securities and
10% of the outstanding principal amount of the issuer's debt securities,
provided that the Portfolio's aggregate investments in the securities of any
such issuer does not exceed 5% of the Portfolio's total assets. Some of the
companies available for investment in Emerging Market Countries, including some
enterprises being privatized by such

<PAGE>

countries, are financial services businesses that engage in securities-related
activities. The Portfolio's ability to invest in such enterprises may thus be
limited.

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MARCH 27, 1989, AS AMENDED, AS THE SUCCESSOR TO A
MASSACHUSETTS CORPORATION WHICH COMMENCED ITS INVESTMENT COMPANY OPERATIONS IN
1968. THE TRUST IS A MUTUAL FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY.
The Trustees of the Trust are responsible for the overall management and
supervision of its affairs. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series (such as the
Fund). Each share represents an equal proportionate beneficial interest in the
Fund. When issued and outstanding, the shares are fully paid and nonassessable
by the Trust and redeemable as described under "How to Redeem Fund Shares".
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted proportionately. Shares have no preemptive or conversion
rights and are freely transferable. In the event of the liquidation of the Fund,
shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to shareholders.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations. Accordingly, the Trustees of the Trust
believe that neither the Fund nor its shareholders will be adversely affected by
reason of the Fund investing in the Portfolio.

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing its assets in an interest in the Portfolio,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash). Therefore,
the Fund's interest in 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 of the Portfolio, see "The
Fund's Investment Objective" and "Investment Policies and Risks". Further
information regarding investment practices may be found in the Statement of
Additional Information.

<PAGE>

investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, such Trustees would consider what action might
be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objective. The Fund's investment performance
may be affected by a withdrawal of all its assets from the Portfolio.

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 a larger investor 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 1992, the Manager sponsored and advised historically structured funds.
Funds which invest all their assets in interests in a separate investment
company are a relatively new development in the mutual fund industry and,
therefore, the Fund may be subject to additional regulations than historically
structured funds.

The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.
Whenever the Fund as an investor in the Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters received
from Fund shareholders. The Fund shall vote shares for which it receives no
voting instructions in the same proportion as the shares for which it receives
voting instructions. Other investors in the Portfolio may alone or collectively
acquire sufficient voting interests in the Portfolio to control matters relating
to the operation of the Portfolio, which may require the Fund to withdraw its
investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of
the Fund. Notwithstanding the above, there are other means for meeting
shareholder redemption requests, such as borrowing.

One independent Trustee of the Portfolio currently serves as a Trustee of the
Trust. The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.

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

EATON VANCE MANAGEMENT ("EATON VANCE") ACTS AS THE SPONSOR AND MANAGER OF THE
FUND AND AS THE ADMINISTRATOR OF THE PORTFOLIO. THE PORTFOLIO HAS ENGAGED LLOYD
GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED (THE "ADVISER") AS ITS INVESTMENT
ADVISER. The Adviser, acting under the general supervision of the Portfolio's
Trustees, manages the Portfolio's investments and affairs. The Portfolio is
co-managed by Robert Lloyd George and Scobie Dickinson Ward.

The Adviser is registered as an investment adviser with the Securities and
Exchange Commission (the "Commission"). The Adviser is a subsidiary of Lloyd
George Management (B.V.I.) Limited ("LGM"). LGM and its subsidiaries act as
investment

<PAGE>

adviser to various individual and institutional clients with total assets under
management of approximately $1.5 billion. Eaton Vance's parent, Eaton Vance
Corp., owns 24% of the Class A shares issued by LGM.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in many emerging markets. LGM
currently manages Pacific Basin and Asian portfolios for both private clients
and institutional investors seeking long-term capital growth. LGM's core
investment team consists of nine experienced investment professionals, based in
Hong Kong, who have worked together over a number of years successfully managing
client portfolios in Pacific Basin and Asian stock markets. LGM also has offices
in Bombay, India and London, England. The team has a unique knowledge of, and
experience with, Pacific Basin and Asian emerging markets. LGM is ultimately
controlled by the Hon. Robert J. D. Lloyd George, President and Trustee of the
Portfolio and Chairman and Chief Executive Officer of the Adviser. LGM's only
activity is portfolio management.

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

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman. Born in London in 1952 and
educated at Eton College, where he was a King's Scholar, and at Oxford
University. Prior to founding LGM, Mr. Lloyd George was Managing Director of
Indosuez Asia Investment Services Ltd. Previously, he spent four years with the
Fiduciary Trust Company of New York researching international securities, in the
United States and Europe, for the United Nations Pension Fund. Mr. Lloyd George
is the author of numerous published articles and three books -- "A Guide to
Asian Stock Markets" (Longmans, Hong Kong, 1989), "The East West Pendulum"
(Woodhead-Faulkner, Cambridge, 1991) and "North South -- an Emerging Markets
Handbook" (Probus, England, 1994).

WILLIAM WALTER RALEIGH KERR. Finance Director and Chief Operating Officer. Born
in 1950 and educated at Ampleforth and Oxford. Mr. Kerr qualified as a Chartered
Accountant at Thomson McLintock & Co. before joining The Oldham Estate Company
plc as Financial Controller. Prior to joining LGM, Mr. Kerr was a Director of
Banque Indosuez's corporate finance subsidiary, Financiere Indosuez Limited, in
London. Prior to that Mr. Kerr worked for First Chicago Limited.

SCOBIE DICKINSON WARD. Director. Born in 1966 and a cum laude graduate of both
Phillips Academy Andover, and Harvard University. Mr. Ward joined Indosuez Asia
Investment Services in 1989, where he managed the $100 million Himalayan Fund,
and the Indosuez Tasman Fund, investing in Australia and New Zealand. Messrs.
Ward and Lloyd George manage Eaton Vance's Emerging Markets Portfolio, Greater
China Growth Portfolio and South Asia Portfolio (which invests in India and the
Indian subcontinent).

M. F. TANG. Director. Born in 1946 and educated in Hong Kong. Mr. Tang is a
Fellow of the Chartered Association of Certified Accountants. Mr. Tang joined
LGM having worked for Australian Mutual Provident Society in Sydney where he was
a Portfolio Manager responsible for Asian Equities. Prior thereto Mr. Tang
worked for Barclays Australia Investment Services Ltd. From 1978 to 1986 Mr.
Tang worked for Barings International Investment Management and prior to that he
spent six years with Peat Marwick Mitchell & Co. Mr. Tang is fluent in the
Cantonese and Mandarin dialects of the Chinese language.

BIDARE NARAYANRAO MANJUNATH. Chief Representative, India. Born in 1958 and
educated at Birla Institute of Technology and Science where he received a
Masters Degree, Mr. Manjunath joined Canara Bank in 1982 where he worked in the
economic research department before joining its mutual fund division in 1987. In
1992, Mr. Manjunath joined Credit Capital Finance Corporation Ltd where he
served as Associate Vice President before becoming Lloyd George Management's
Chief Representative, India in 1993. Mr. Manjunath was involved in the
investment process for both the Himalayan Fund and the LG India Fund, which he
co-manages.

PAMELA CHAN. Director. Born in Hong Kong in 1957 and graduated from Mills
College in Oakland, California. She was an investment executive for Jardine
Fleming from 1982-1984 before moving to Australia where she worked as a Fund
Manager for Rothschild and Aetna. She joined Sun Life Assurance Society PLC in
England in 1987 where she was the head of South East

<PAGE>

Asian Equities and a Director. She joined LGM in April 1994 where she is a
portfolio manager and a member of the Pension Management Committee.

ADALINE MANG-YEE KO. Director. Born in 1943 and educated at University of
Birmingham, England and at London Business School where she received her MBA.
Ms. Ko has over 13 years experience working with Far East Asian equities. From
1982-1988, she worked at Save & Prosper Group Ltd. as an investment manager. In
1988, Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was promoted
to Director of Fleming Investment Management Ltd. In 1992, she was promoted to
Head of the Pacific Region Portfolios Group where she supervised a team of 5
with responsibility for over $1.5 billion in assets under management. Ms. Ko
joined LGM in 1995.

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

Under its investment advisory agreement with the Portfolio, the Adviser receives
a monthly advisory fee of .0625% (equivalent to 0.75% annually) of the average
daily net assets of the Portfolio up to $500 million, which fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1995, the
Portfolio paid the Adviser advisory fees equivalent to 0.75% of the Portfolio's
average daily net assets for such period.

The Adviser 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. The Adviser places the portfolio securities
transactions of the Portfolio with many broker-dealer firms and uses its best
efforts to obtain execution of such transactions at prices which are
advantageous to the Portfolio and at reasonably competitive commission rates.
Subject to the foregoing, the Adviser may consider sales of shares of the Fund
as a factor in the selection of firms to execute portfolio transactions.

EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931. EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT
COMPANIES AND VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER
MANAGEMENT OF OVER $16 BILLION. Eaton Vance is a wholly-owned subsidiary of
Eaton Vance Corp., a publicly-held holding company which through its
subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities.

Eaton Vance, acting under the general supervision of the Boards of Trustees of
the Trust and the Portfolio, manages and administers the business affairs of the
Fund and the Portfolio. Eaton Vance's services include monitoring and providing
reports to the Trustees of the Trust and the Portfolio concerning the investment
performance achieved by the Adviser for the Portfolio, recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of the transfer agent of the Fund
and the custodian of the Portfolio, providing assistance in connection with
Trustees' and shareholders' meetings and other management and administrative
services necessary to conduct the business of the Fund and the Portfolio. Eaton
Vance does not provide any investment management or advisory services to the
Portfolio or the Fund. Eaton Vance also furnishes for the use of the Fund and
the Portfolio office space and all necessary office facilities, equipment and
personnel for managing and administering the business affairs of the Fund and
the Portfolio.

Under its management contract with the Fund, Eaton Vance receives a monthly
management fee in the amount of 1/48 of 1% (equal to 0.25% annually) of the
average daily net assets of the Fund up to $500 million, which fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1995, the
Fund paid Eaton Vance management fees equivalent to 0.25% of the Fund's average
daily net assets for such period. In addition, under its administration
agreement with the Portfolio, Eaton Vance receives a monthly administration fee
in the amount of 1/48 of 1% (equal to 0.25% annually) of the average daily net
assets of the Portfolio up to $500 million, which fee declines at intervals
above $500 million. For the fiscal year ended December 31, 1995, the Portfolio
paid Eaton Vance administration fees equivalent to 0.25% of the Portfolio's
average daily net assets for such

<PAGE>

period. The combined investment advisory, management and administration fees
payable by the Fund and the Portfolio are higher than similar fees charged by
most other investment companies.

The Fund and the Portfolio, as the case may be, will each be responsible for all
respective costs and expenses not expressly stated to be payable by the Adviser
under the investment advisory agreement, by Eaton Vance under the management
contract or the administration agreement, or by EVD under the distribution
agreement.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------

THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. Rule 12b-1 permits a
mutual fund, such as the Fund, to finance distribution activities and bear
expenses associated with the distribution of its shares provided that any
payments made by the Fund are made pursuant to a written plan adopted in
accordance with the Rule. The Plan is subject to, and complies with, the sales
charge rule of the National Association of Securities Dealers, Inc. (the "NASD
Rule"). The Plan is described further in the Statement of Additional
Information, and the following is a description of the salient features of the
Plan. The Plan provides that the Fund, subject to the NASD Rule, will pay sales
commissions and distribution fees to the Principal Underwriter only after and as
a result of the sale of shares of the Fund. On each sale of Fund shares
(excluding reinvestment of distributions) the Fund will pay the Principal
Underwriter amounts representing (i) sales commissions equal to 5% of the amount
received by the Fund for each share sold and (ii) distribution fees calculated
by applying the rate of 1% over the prime rate then reported in The Wall Street
Journal to the outstanding balance of Uncovered Distribution Charges (as
described below) of the Principal Underwriter. The Principal Underwriter
currently expects to pay sales commissions (except on exchange transactions and
reinvestments) to a financial services firm (an "Authorized Firm") at the time
of sale equal to 4% of the purchase price of the shares sold by such Firm. The
Principal Underwriter will use its own funds (which may be borrowed from banks)
to pay such commissions. Because the payment of the sales commissions and
distribution fees to the Principal Underwriter is subject to the NASD Rule
described below, it will take the Principal Underwriter a number of years to
recoup the sales commissions paid by it to Authorized Firms from the payments
received by it from the Fund pursuant to the Plan.

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

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees during any fiscal year, a high level of sales of Fund shares
during the initial years of the Fund's operations would cause a large portion of
the sales commission attributable to a sale of Fund shares to be accrued and
paid by the Fund to the Principal Underwriter in fiscal years subsequent to the
year in which such shares were sold. This spreading of sales commissions
payments under the Plan over an extended period would result in the incurrence
and payment of increased distribution fees under the Plan. For the fiscal year
ended December 31, 1995, the Fund paid sales commissions under the Plan
equivalent to .75% of the Fund's average daily net assets for such period. As at
December 31, 1995, the outstanding Uncovered Distribution Charges of the
Principal Underwriter calculated under the Plan amounted to approximately
$69,000 (equivalent to 3.8% of the Fund's net assets on such day).

<PAGE>

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

The distribution of Fund shares by the Principal Underwriter will also be
encouraged by the payment by the Adviser to the Principal Underwriter of amounts
equivalent to .15% annually of the Fund's average daily net assets. Such
payments will be made from the Adviser's own resources, not from Fund assets.
The aggregate amounts of such payments are a deduction in calculating the
outstanding Uncovered Distribution Charges of the Principal Underwriter under
the Plan and, therefore, will benefit Fund shareholders when such charges exist.
Such payments will be made in consideration of the Principal Underwriter's
distribution efforts.

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

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

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter, which
is a wholly-owned subsidiary of Eaton Vance.

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) based
on market or fair value in the manner authorized by the Trustees of the
Portfolio. Exchange listed securities generally are valued at closing sale
prices. Net asset value is computed by subtracting the liabilities of the
Portfolio from the value of its total assets. For further information regarding
the valuation of the Portfolio's assets, see "Determination of Net Asset Value"
in the Statement of Additional Information.

<PAGE>

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

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

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

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

An initial investment in the Fund must be at least $1,000. Once an account has
been established the investor may send investments of $50 or more at any time
directly to the Fund's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104. The
$1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".

In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is $1,000
or more, the Fund may accept initial investments of less than $1,000 on the part
of an individual participant. In the event a shareholder who is a participant of
such a plan terminates participation in the plan, his or her shares will be
transferred to a regular individual account. However, such account will be
subject to the right of redemption by the Fund as described below under "How to
Redeem Fund Shares".

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Manager, in exchange for Fund
shares at their net asset value as determined above. The minimum value of
securities (or securities and cash) accepted for deposit is $5,000. Securities
accepted will be sold on the day of their receipt or as soon thereafter as
possible. The number of Fund shares to be issued in exchange for securities will
be the aggregate proceeds from the sale of such securities, divided by the
applicable net asset value per Fund share on the day such proceeds are received.
Eaton Vance will use reasonable efforts to obtain the then current market price
for such securities, but does not guarantee the best available price. Eaton
Vance will absorb any transaction costs, such as commissions, on the sale of the
securities.

Securities determined to be acceptable should be transferred via book entry or
physically delivered, in proper form for transfer, through an Authorized Firm,
together with a completed and signed Letter of Transmittal in approved form
(available from Authorized Firms), as follows:

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Emerging Markets Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Marathon Emerging Markets Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

<PAGE>

reject any securities. Exchanging securities for Fund shares may create a
taxable gain or loss. Each investor should consult his or her tax adviser with
respect to the particular federal, state and local tax consequences of
exchanging securities for Fund shares.

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

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good order
means that all relevant documents must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to First
Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the amount
of any applicable contingent deferred sales charges (described below) and any
federal income tax required to be withheld. Although the Fund normally expects
to make payment in cash for redeemed shares, the Trust, subject to compliance
with applicable regulations, has reserved the right to pay the redemption price
of shares of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio. The
securities so distributed would be valued pursuant to the Portfolio's valuation
procedures. If a shareholder received a distribution in kind, the shareholder
could incur brokerage or other charges in converting the securities to cash.

To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
EVD. Throughout this Prospectus, the word "redemption" is generally meant to
include a repurchase.

If shares were recently purchased, the proceeds of a redemption (or repurchase)
will not be sent until the check (including a certified or cashier's check)
received for the shares purchased has cleared. Payment for shares tendered for
redemption may be delayed up to 15 days from the purchase date when the purchase
check has not yet cleared. Redemptions or repurchases may result in a taxable
gain or loss.

Due to the high cost of maintaining small accounts, the Fund reserves the right
to redeem accounts with balances of less than $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. However, no such redemption would be required by the Fund if the cause
of the low account balance was a reduction in the net asset value of Fund
shares. No contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first six years of
their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge.
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 the value in the 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

<PAGE>

through liquidation of those shares in the account referred to in clause (c) on
a first-in-first-out basis. As described under "Distribution Plan," the
contingent deferred sales charge will be paid to the Principal Underwriter or
the Fund. Any contingent deferred sales charge which is required to be imposed
on share redemptions will be made in accordance with the following schedule:

<TABLE>
<CAPTION>
CONTINGENT
DEFERRED SALES
YEAR OF REDEMPTION AFTER PURCHASE CHARGE
<S> <C>
--------------------------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
</TABLE>

In calculating the contingent deferred sales charge upon the redemption of Fund
shares acquired in an exchange for shares of a fund currently listed under "The
Eaton Vance Exchange Privilege", the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase of
shares acquired in the exchange is deemed to have occurred at the time of the
original purchase of the exchanged shares.

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

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT DEFERRED
SALES CHARGE. ASSUME THAT AN INVESTOR PURCHASES $10,000 OF THE FUND'S
SHARES AND THAT 16 MONTHS LATER THE VALUE OF THE ACCOUNT HAS GROWN THROUGH
INVESTMENT PERFORMANCE AND REINVESTMENT OF DIVIDENDS TO $12,000. THE
INVESTOR THEN MAY REDEEM UP TO $2,000 OF SHARES WITHOUT INCURRING A
CONTINGENT DEFERRED SALES CHARGE. IF THE INVESTOR SHOULD REDEEM $3,000 OF
SHARES, A CHARGE WOULD BE IMPOSED ON $1,000 OF THE REDEMPTION. THE RATE
WOULD BE 5% BECAUSE THE REDEMPTION WAS MADE IN THE SECOND YEAR AFTER THE
PURCHASE WAS MADE AND THE CHARGE WOULD BE $50.
- --------------------------------------------------------------------------------

REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------

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

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, FIRST DATA INVESTOR SERVICES GROUP, WILL SET UP A LIFETIME INVESTING
ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a complete
record of all transactions between the investor and the Fund which at all times
shows the balance of shares owned. The Fund will not issue share certificates
except upon request.

Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. (Under certain investment plans, statements may
be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT PERMITS A SHAREHOLDER TO
MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50 OR MORE to
First Data Investor Services Group.

<PAGE>

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 First Data Investor Services Group, BOS725, P.O.
Box 1559, Boston, MA 02104 (please provide the name of the shareholder, the Fund
and the account number).

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the Fund's
dividend disbursing agent, First Data Investor Services Group, BOS725, P.O. Box
1559, Boston, MA 02104. The currently effective option will appear on each
account statement.

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

If the Income Option or Cash Option has been selected, dividend and/or capital
gains distribution checks which are returned by the United States Postal Service
as not deliverable or which remain uncashed for six months or more will be
reinvested in the account in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE

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

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

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

<PAGE>

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.

First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group for additional
information concerning the exchange privilege. Applications and prospectuses of
other funds are available from Authorized Firms or the Principal Underwriter.
The prospectus for each fund describes its investment objectives and policies,
and shareholders should obtain a prospectus and consider these objectives and
policies carefully before requesting an exchange.

No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon the redemption of shares
acquired in an exchange, the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase of
shares acquired in one or more exchanges is deemed to have occurred at the time
of the original purchase of the exchanged shares, except that time during which
shares are held in an Authorized Firm fund will not be credited toward
completion of the contingent deferred sales charge period. For the contingent
deferred sales charge schedule applicable to the Eaton Vance Marathon Group of
Funds (except EV Marathon Strategic Income Fund, Class I shares of any EV
Marathon Limited Maturity Fund and Eaton Vance Prime Rate Reserves), see "How to
Redeem Fund Shares". The contingent deferred sales charge or early withdrawal
charge schedule applicable to EV Marathon Strategic Income Fund, Class I shares
of any EV Marathon Limited Maturity Fund and Eaton Vance Prime Rate Reserves is
3%, 2.5%, 2% or 1% in the event of a redemption occurring in the first, second,
third or fourth year, respectively, after the original share purchase.

Shares of the funds listed above may be exchanged for Fund shares on the basis
of the net asset value per share of each fund at the time of the exchange, but
subject to any restrictions or qualifications set forth in the current
prospectus of any such fund.

Telephone exchanges are accepted by First Data Investor Services Group provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group at 800-262-1122
or, within Massachusetts, 617-573-9403, Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Fund, the Principal Underwriter nor First Data Investor
Services Group will be responsible for the authenticity of exchange instructions
received by telephone, provided that reasonable procedures to confirm that
instructions communicated are genuine have been followed. Telephone instructions
will be tape recorded. In times of drastic economic or market changes, a
telephone exchange may be difficult to implement. An exchange may result in a
taxable gain or loss.

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

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Emerging Markets Fund may be mailed directly to First Data Investor
Services Group BOS725, P.O. Box 1559, Boston, MA 02104 at any time --whether or
not distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.

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

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

<PAGE>

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares may
reinvest, with credit for any contingent deferred sales charges paid on the
repurchased or redeemed shares, any portion or all of the repurchase or
redemption proceeds (plus that amount necessary to acquire a fractional share to
round off the purchase to the nearest full share) in shares of the Fund,
provided that the reinvestment is effected within 60 days after such repurchase
or redemption and the privilege has not been used more than once in the prior 12
months. Shares are sold to a reinvesting shareholder at the net asset value next
determined following timely receipt of a written purchase order by the Principal
Underwriter or by the Fund (or by the Fund's Transfer Agent). To the extent that
any shares are sold at a loss and the proceeds are reinvested in shares of the
Fund (or other shares of the Fund are acquired within the period beginning 30
days before and ending 30 days after the date of the redemption), some or all of
the loss generally will not be allowed as a tax deduction. Shareholders should
consult their tax advisers concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase in
connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and nonprofit 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 nonprofit 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
- --------------------------------------------------------------------------------

DISTRIBUTIONS. It is the present policy of the Fund to make (A) at least one
distribution annually (normally in December) of all or substantially all of the
investment income allocated to the Fund by the Portfolio, less the Fund's direct
and allocated expenses and (B) at least one distribution annually of all or
substantially all of the net realized capital gains (if any) allocated to the
Fund by the Portfolio (reduced by any available capital loss carryforwards from
prior years).

Shareholders may reinvest all distributions in shares of the Fund without a
sales charge at the net asset value per share as of the close of business on the
record date.

The Fund's net investment income consists of the Fund's allocated share of the
net investment income of the Portfolio, less all actual and accrued expenses of
the Fund determined in accordance with generally accepted accounting principles.
The Portfolio's net investment income consists of all income accrued on the
Portfolio's assets, less all actual and accrued expenses of the Portfolio
determined in accordance with generally accepted accounting principles. The
Fund's net realized capital gains, if any, consist of the net realized capital
gains (if any) allocated to the Fund by the Portfolio for tax purposes, after
taking into account any available capital loss carryovers.

TAXES. Distributions by the Fund which are derived from the Fund's allocated
share of the Portfolio's net investment income, net short-term capital gains and
certain foreign exchange gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested in additional shares of the Fund. The
Fund's distributions will generally not qualify for the dividends-received
deduction for corporate shareholders.

Capital gains referred to in clause (B) above, if any, realized by the Portfolio
and allocated to the Fund for the Fund's fiscal year, which ends on December 31,
will usually be distributed by the Fund prior to the end of December.
Distributions by the Fund of long-term capital gains allocated to the Fund by
the Portfolio are taxable to shareholders as long-term capital gains, whether
paid

<PAGE>

in cash or reinvested in additional shares of the Fund and regardless of the
length of time Fund shares have been owned by the shareholder.

If shares are purchased shortly before the record date of a distribution, the
shareholder will pay the full price for the shares and then receive some portion
of the price back as a taxable distribution. The amount, timing and character of
the Fund's distributions to shareholders may be affected by special tax rules
governing the Portfolio's activities in options, futures and forward foreign
currency exchange transactions or certain other investments.

Certain distributions which are declared by the Fund in October, November or
December and paid the following January, will be reportable by shareholders as
if received on December 31 of the year in which they are declared.

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

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

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

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. THE
FUND'S AVERAGE ANNUAL TOTAL RETURN IS DETERMINED BY MULTIPLYING A HYPOTHETICAL
INITIAL PURCHASE OF $1,000 INVESTED AT THE MAXIMUM PUBLIC OFFERING PRICE (NET
ASSET VALUE) BY THE AVERAGE ANNUAL COMPOUNDED RATE OF RETURN (INCLUDING CAPITAL
APPRECIATION/DEPRECIATION, AND DISTRIBUTIONS PAID AND REINVESTED) FOR THE STATED
PERIOD AND ANNUALIZING THE RESULT. The average annual total return calculation
assumes a complete redemption of the investment and the deduction of any
contingent deferred sales charge at the end of the period. The Fund may also
publish annual and cumulative total return figures from time to time. The Fund
may use such total return figures, together with comparisons with the Consumer
Price Index, various domestic and foreign securities indices and performance
studies prepared by independent organizations, in advertisements and in
information furnished to present or prospective shareholders.

The Fund may also publish total return figures which do not take into account
any contingent deferred sales charge which may be imposed upon redemptions at
the end of the specified period. Any performance figure which does not take into
account the contingent deferred sales charge would be reduced to the extent such
charge is imposed upon a redemption.

<PAGE>

Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any prior period
should not be considered a representation of what an investment may earn or what
the Fund's total return may be in any future period. The Fund's investment
results are based on many factors, including market conditions, the composition
of the security holdings of the Portfolio and the operating expenses of the Fund
and the Portfolio. Investment results also often reflect the risks associated
with the particular investment objective and policies of the Fund and the
Portfolio. Among others, these factors should be considered when comparing the
Fund's investment results to those of other mutual funds and other investment
vehicles. If the expenses related to the operation of the Fund or the Portfolio
are allocated to Eaton Vance, the Fund's performance will be higher.

<PAGE>

SPONSOR AND MANAGER OF EV MARATHON
EMERGING MARKETS FUND
Administrator of South Asia Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110

ADVISER OF EMERGING MARKETS PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800)225-6265

CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV MARATHON EMERGING MARKETS FUND
24 FEDERAL STREET
BOSTON, MA 02110

EV MARATHON [LOGO]

EMERGING MARKETS

FUND

PROSPECTUS

MAY 1, 1996
M-EMP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV TRADITIONAL EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

EV TRADITIONAL EMERGING MARKETS FUND (THE "FUND") IS A MUTUAL FUND SEEKING
LONG-TERM CAPITAL APPRECIATION THROUGH PURCHASE OF AN INTEREST IN A SEPARATE
INVESTMENT COMPANY WHICH INVESTS IN EQUITY SECURITIES OF COMPANIES IN COUNTRIES
WITH EMERGING MARKETS ("EMERGING MARKET COUNTRIES"). EMERGING MARKET COUNTRIES
ARE LOCATED IN ASIA, LATIN AMERICA, THE MIDDLE EAST, SOUTHERN EUROPE, EASTERN
EUROPE, AFRICA AND THE REGION COMPRISING THE FORMER SOVIET UNION. ACCORDINGLY,
THE FUND INVESTS ITS ASSETS IN EMERGING MARKETS PORTFOLIO (THE "PORTFOLIO"), A
DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS
THE FUND, RATHER THAN BY INVESTING DIRECTLY IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. INVESTMENTS IN EMERGING
MARKET COUNTRIES CAN INVOLVE SIGNIFICANT RISKS THAT ARE NOT NORMALLY INVOLVED IN
INVESTMENTS IN SECURITIES OF U.S. COMPANIES, AND THEREFORE THE FUND MAY NOT BE
SUITABLE FOR ALL INVESTORS. THE FUND IS A SEPARATE SERIES OF EATON VANCE SPECIAL
INVESTMENT TRUST (THE "TRUST").

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

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
<S> <C>
Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
The Portfolio's Investments in Emerging
Markets................................. 4
Investment Policies and Risks............. 5
Organization of the Fund and the
Portfolio............................... 9
Management of the Fund and the
Portfolio............................... 10
Distribution Plan......................... 13
Valuing Fund Shares....................... 13

<CAPTION>
PAGE
<S> <C>
How to Buy Fund Shares.................... 14
How to Redeem Fund Shares................. 16
Reports to Shareholders................... 17
The Lifetime Investing Account/
Distribution Options.................... 17
The Eaton Vance Exchange Privilege........ 18
Eaton Vance Shareholder Services.......... 19
Distributions and Taxes................... 20
Performance Information................... 21
</TABLE>

- -
- -
- --------------------------------------------------------------------------------
PROSPECTUS DATED MAY 1, 1996

<PAGE>

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

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
--------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average
daily net assets)
--------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.50%
Other Expenses (after expense reduction) 3.61%
----
Total Operating Expenses (after reduction) 5.36%
----
----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
An investor would pay the following maximum
initial sales charge and expenses on a $1,000
investment, assuming (a) 5% annual return and (b)
redemption at the end of each time period: $98 $199 $299 $546
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear directly or indirectly, by investing in the Fund. Information for
the Fund is based on its expenses for the most recent fiscal year. Absent an
allocation of expenses to the Administrator, Other Expenses would have been
8.55% and Total Operating Expenses would have been 10.30%. Management Fees
include management fees paid by the Fund and investment advisory and
administration fees paid by the Portfolio of 0.25%, 0.75% and 0.25%,
respectively.

The Example should not be considered a representation of past or future
expenses, and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary. For further information regarding the expenses of both the Fund and
the Portfolio see "The Fund's Financial Highlights", "Organization of the Fund
and the Portfolio", "Management of the Fund and the Portfolio", "How to Buy Fund
Shares", "How to Redeem Fund Shares" and "Distribution Plan". A long-term
shareholder may pay more than the economic equivalent of the maximum front-end
sales charge permitted by a rule of the National Association of Securities
Dealers, Inc. See "Distribution Plan".

No sales charge is payable at the time of purchase on investments of $1 million
or more. However, a contingent deferred sales charge of 0.50% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. See "How to Buy Fund Shares", "How to Redeem Fund Shares" and "Eaton
Vance Shareholder Services".

Other investment companies with different distribution arrangements and fees are
investing in the Portfolio and others may do so in the future. See "Organization
of the Fund and the Portfolio".

<PAGE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1995 1994*
------- -------
<S> <C> <C>
NET ASSET VALUE, beginning of year $ 9.950 $10.000
------- -------
INCOME (LOSS) FROM OPERATIONS:
Net investment $(0.317) $(0.001)
Net realized and unrealized gain (loss) on investments 0.647 (0.049)
------- -------
Total income (loss) from operations $ 0.330 $(0.050)
------- -------
NET ASSET VALUE, end of year $10.280 $ 9.950
======== ========
TOTAL RETURN(1) 3.32% (0.50)%
RATIOS/SUPPLEMENTAL DATA**:
Net assets, end of year (000 omitted) $ 1,374 $ 1,003
Ratio of net expenses to average daily net assets(2) 5.36% 0.50%+
Ratio of net investment loss to average daily net assets (3.79)% (0.50)%+
**The expenses related to the operation of the Fund reflect an assumption of
expenses by the Administrator and the Adviser. Had such action not been taken,
net investment loss per share and the ratios would have been as follows:
Net investment loss per share $(0.734) $ (0.01)
RATIOS (as a percentage of average daily net assets):
Expenses(2) 10.70% 7.84%+
Net investment income (loss) (9.13)% (7.84)%+
+ Annualized
* For the period from the start of business, December 8, 1994 to December 31, 1994.
(1) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the
net asset value on the last day of the period reported. Dividends and distributions, if any, are assumed
to be reinvested at the net asset value on the record date. Total return is not computed on an
annualized basis.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
</TABLE>

<PAGE>

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

The Fund's investment objective is to seek long-term capital appreciation. It
currently seeks to meet its investment objective by investing its assets in
Emerging Markets Portfolio (the "Portfolio"), a separate registered investment
company which invests in equity securities of companies in countries with
emerging markets ("Emerging Market Countries"). This investment structure is
commonly referred to as a "master/feeder" structure. Emerging Market Countries
are located in Asia, Latin America, the Middle East, Southern Europe, Eastern
Europe, Africa and the region comprising the former Soviet Union. The Fund
considers countries with emerging markets to be all countries that are generally
considered to be developing or emerging countries by the International Bank for
Reconstruction and Development (more commonly referred to as the "World Bank")
or the International Finance Corporation, as well as countries that are
classified by the United Nations or otherwise regarded by their own authorities
as developing.

THE PORTFOLIO'S INVESTMENTS IN EMERGING MARKETS
- --------------------------------------------------------------------------------

The Adviser believes that factors favoring investment in the economies of many
Emerging Market Countries include:

- POLITICAL CHANGES in governments which favor a shift from socialism
and government involvement in the private sector to a market-driven
economy. Emerging Market Countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe, Africa and the region
comprising the former Soviet Union are in the process of implementing
broad market reforms to revitalize their economies. The Adviser
believes that these reforms have helped lead to significantly higher
levels of economic activity.

<PAGE>

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

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF COMPANIES IN EMERGING MARKET COUNTRIES. A company will be
considered to be in an Emerging Market Country if it is domiciled or has
significant operations in that country. The Portfolio will, under normal market
conditions, invest at least 65% of its total assets in such securities
("Emerging Market investments"). Substantially all of the Portfolio's assets,
however, will normally be invested in equity securities, warrants, and options
on equity securities and indices. The Portfolio will ordinarily be invested in
at least three Emerging Market Countries.

When consistent with its investment objective, the Portfolio may also invest in
equity securities of companies outside Emerging Market Countries, as well as
warrants, options on equity securities and indices, options on currency, futures
contracts, options on futures contracts, forward foreign currency exchange
contracts, currency swaps and other non-equity investments. However, such
investments will not, under normal market conditions, exceed 35% of the
Portfolio's total assets. The Portfolio will not invest more than 5% of its net
assets in warrants.

<PAGE>

More than 25% of the Portfolio's total assets, adjusted to reflect currency
transactions and positions, may be denominated in any single currency.
Concentration in a particular currency will increase the Portfolio's exposure to
adverse developments affecting the value of such currency. An issuer of
securities purchased by the Portfolio may be domiciled in a country other than
the country in whose currency the securities are denominated.

Settlement of securities transactions may be delayed and is generally less
frequent than in the United States, which could affect the liquidity of the
Portfolio's assets. In addition, disruptions due to work stoppages and trading
improprieties in these securities markets have caused such markets to close. If
extended closings were to occur in stock markets where the Portfolio was heavily
invested, the Fund's ability to redeem Fund shares could become correspondingly
impaired. To mitigate these risks, the Portfolio may maintain a higher cash
position than it otherwise would, thereby possibly diluting its return, or the
Portfolio may have to sell liquid securities that it would not otherwise choose
to sell. In some cases, the Portfolio may find it necessary or desirable to
borrow funds on a short-term basis, within the limits of the Investment Company
Act of 1940 (the "1940 Act"), to help meet redemption requests. Such borrowings
would result in increased expense to the Fund. The Fund may suspend redemption
privileges or postpone the date of payment for more than seven days after a
redemption order is received under certain circumstances. See "How to Redeem
Fund Shares".

<PAGE>

is in the United States. In addition, unanticipated political or social
developments may affect the values of the Portfolio's investments in those
countries and the availability to the Portfolio of additional investments in
those countries.

<PAGE>

different currency if the Adviser determines that there is an established
historical pattern of correlation between the two currencies (or the basket of
currencies and the underlying currency). Use of a different foreign currency
magnifies the Portfolio's exposure to foreign currency exchange rate
fluctuations. The portfolio may also use forward contracts to shift its exposure
to foreign currency exchange rate changes from one currency to another.

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i) may
purchase any securities if, at the time of such purchase, permitted borrowings
exceed 5% of the value of its total assets, or (ii) is permitted to invest more
than 15% of its net assets in over-the-counter options, repurchase agreements
maturing in more than seven days and other illiquid securities. Nevertheless,
the Portfolio may temporarily borrow up to 5% of the value of its total assets
to satisfy redemption requests or settle securities transactions. The Portfolio
may lend portfolio securities and engage in repurchase agreements and reverse
repurchase agreements but the Adviser has no current intention to do so.

<PAGE>

Portfolio's aggregate investments in the securities of any such issuer does not
exceed 5% of the Portfolio's total assets. Some of the companies available for
investment in Emerging Market Countries, including some enterprises being
privatized by such countries, are financial services businesses that engage in
securities related activities. The Portfolio's ability to invest in such
enterprises may thus be limited.

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MARCH 27, 1989, AS AMENDED, AS THE SUCCESSOR TO A
MASSACHUSETTS CORPORATION WHICH COMMENCED ITS INVESTMENT COMPANY OPERATIONS IN
1968 THE TRUST IS A MUTUAL FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY.
The Trustees of the Trust are responsible for the overall management and
supervision of its affairs. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series (such as the
Fund). Each share represents an equal proportionate beneficial interest in the
Fund. When issued and outstanding, the shares are fully paid and nonassessable
by the Trust and redeemable as described under "How to Redeem Fund Shares".
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted proportionately. Shares have no preemptive or conversion
rights and are freely transferable. In the event of the liquidation of the Fund,
shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to shareholders.

<PAGE>

Trust determines that the investment objective of the Portfolio is no longer
consistent with the investment objective of the Fund, such Trustees would
consider what action might be taken, including investing the assets of the Fund
in another pooled investment entity or retaining an investment adviser to manage
the Fund's assets in accordance with its investment objective. The Fund's
investment performance may be affected by a withdrawal of all its assets from
the Portfolio.

One independent Trustee of the Portfolio currently serves as a Trustee of the
Trust. The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.

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

<PAGE>

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in many emerging markets. LGM
currently manages Pacific Basin and Asian portfolios for both private clients
and institutional investors seeking long-term capital growth. LGM's core
investment team consists of nine experienced investment professionals, based in
Hong Kong, who have worked together over a number of years successfully managing
client portfolios in Pacific Basin and Asian stock markets. LGM also has offices
in Bombay, India and London, England. The team has a unique knowledge of, and
experience with, Pacific Basin and Asian emerging markets. LGM is ultimately
controlled by the Hon. Robert J.D. Lloyd George, President and Trustee of the
Portfolio and Chairman and Chief Executive Officer of the Adviser. LGM's only
activity is portfolio management.

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman. Born in London in 1952 and
educated at Eton College, where he was a King's Scholar, and at Oxford
University. Prior to founding LGM, Mr. Lloyd George was Managing Director of
Indosuez Asia Investment Services Ltd. Much of this growth was based on the
successful launch of such products as the Asian Growth Fund (1984), the Pacific
Gold Fund (1986), the Siam Fund (1988), the Malacca Fund (1989), the Manila Fund
(1989) and the Himalayan Fund (1990). Previously, he spent four years with the
Fiduciary Trust Company of New York researching international securities, in the
United States and Europe, for the United Nations Pension Fund. Mr. Lloyd George
is the author of numerous published articles and three books -- "A Guide to
Asian Stock Markets" (Longmans, Hong Kong, 1989), "The East West Pendulum"
(Woodhead-Faulkner, Cambridge, 1991) and "North South -- an Emerging Markets
Handbook" (Probus, England, 1994).

SCOBIE DICKINSON WARD. Director. Born in 1966 and a cum laude graduate of both
Phillips Academy Andover, and Harvard University. Mr. Ward joined Indosuez Asia
Investment Services in 1989, where he managed the $100 million Himalayan Fund,
and the Indosuez Tasman Fund, investing in Australia and New Zealand. Messrs.
Ward and Lloyd George manage Eaton Vance's Emerging Markets Portfolio Greater
China Growth Portfolio and South Asia Portfolio (which invests in India and the
Indian subcontinent).

M. F. TANG. Director. Born in 1946 and educated in Hong Kong. Mr. Tang is a
Fellow of the Chartered Association of Certified Accountants. Mr. Tang joined
LGM having worked for Australian Mutual Provident Society in Sydney where he was
a Portfolio Manager responsible for Asian Equities. Prior thereto, Mr. Tang
worked for Barclays Australia Investment Services Ltd. From 1978 to 1986 Mr.
Tang worked for Barings International Investment Management and prior to that he
spent six years with Peat Marwick Mitchell & Co. Mr. Tang is fluent in the
Cantonese and Mandarin dialects of the Chinese language.

BIDARE NARAYANRAO MANJUNATH. Chief Representative, India. Born in 1958 and
educated at Birla Institute of Technology and Science where he received a
Masters Degree, Mr. Manjunath joined Canara Bank in 1982 where he worked in the
economic research department before joining its mutual fund division in 1987. In
1992, Mr. Manjunath joined Credit Capital Finance Corporation Ltd. where he
served as Associate Vice President before becoming Lloyd George Management's
Chief Representative, India in 1993. Mr. Manjunath was involved in the
investment process for both the Himalayan Fund and the LG India Fund, which he
co-manages.

<PAGE>

Asian Equities and a Director. She joined LGM in April 1994 where she is a
portfolio manager and a member of the Pension Management Committee.

ADALINE MANG-YEE KO. Director. Born in 1943 and educated at University of
Birmingham, England and at London Business School where she received her MBA.
Ms. Ko has over 13 years experience working with Far East Asian equities. From
1982-1988, she worked at Save & Prosper, Ltd. as an investment manager. In 1988,
Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was promoted to
Director of Fleming Investment Management Ltd. In 1992, she was promoted to Head
of the Pacific Region Portfolios Group where she supervised a team of 5 with
responsibility for over $1.5 billion in assets under management. Ms. Ko joined
LGM in 1995.

Under its management contract with the Fund, Eaton Vance receives a monthly
management fee in the amount of 1/48 of 1% (equal to 0.25% annually) of the
average daily net assets of the Fund up to $50 million, which fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1995, the
Fund paid Eaton Vance management fees equivalent to 0.25% of the Fund's average
daily net assets for such period. In addition, under its administration
agreement with the Portfolio, Eaton Vance receives a monthly administration fee
in the amount of 1/48 of 1% (equal to 0.25% annually) of the average daily net
assets of the Portfolio up to $500 million, which fee declines at intervals
above $500 million. For the fiscal year ended December 31, 1995, the Portfolio
paid Eaton Vance administration fees equivalent to 0.25% of the Portfolio
average daily net assets for such period. The

<PAGE>

combined investment advisory, management and administration fees payable by the
Fund and the Portfolio are higher than similar fees charged by most other
investment companies.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------

IN ADDITION TO MANAGEMENT FEES AND OTHER EXPENSES, THE FUND PAYS FOR CERTAIN
EXPENSES PURSUANT TO A DISTRIBUTION PLAN (THE "PLAN") DESIGNED TO MEET THE
REQUIREMENTS OF RULE 12B-1 UNDER THE 1940 ACT. The Plan provides that the Fund
will pay a monthly distribution fee to the Principal Underwriter in an amount
equal to the aggregate of (a) .50% of that portion of the Fund's average daily
net assets for any fiscal year which is attributable to shares of the Fund which
have remained outstanding for less than one year and (b) .25% of that portion of
the Fund's average daily net assets for any fiscal year which is attributable to
shares of the Fund which have remained outstanding for more than one year.
Aggregate payments to the Principal Underwriter under the Plan are limited to
those permissible pursuant to a rule of the National Association of Securities
Dealers, Inc. For the fiscal year ended December 31, 1995, the Fund paid
distribution fees under the Plan to the Principal Underwriter representing .50%
of the Fund's average daily net assets for such year.

The Plan also provides that the Fund will pay a quarterly service fee to the
Principal Underwriter in an amount equal on an annual basis to .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year; from such service fee the Principal Underwriter expects to pay a
quarterly service fee to a financial service firm (an "Authorized Firm"), as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by Authorized Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter not to exceed on an annual basis .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. Service fee payments by the Principal Underwriter to Authorized Firms
will be in addition to sales charges on Fund shares which are reallowed to
Authorized Firms. To the extent that the entire amount of such service fee
payments are not paid to Authorized Firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Principal Underwriter. The Principal Underwriter may realize a profit from these
arrangements. If the Plan is terminated or not continued in effect, the Fund has
no obligation to reimburse the Principal Underwriter for amounts expended by the
Principal Underwriter in distributing shares of the Fund. The Fund began making
service fee payments during the quarter ended March 31, 1996.

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per share and the public offering price based
thereon. It is the Authorized Firms' responsibility to transmit orders promptly
to the Principal Underwriter, which is a wholly-owned subsidiary of Eaton Vance.

<PAGE>

securities generally are valued at closing sale prices. Net asset value is
computed by subtracting the liabilities of the Portfolio from the value of its
total assets. For further information regarding the valuation of the Portfolio's
assets, see "Determination of Net Asset Value" in the Statement of Additional
Information.
- --------------------------------------------------------------------------------

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

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the effective public offering price, which price is based on the effective
net asset value per share plus the applicable sales charge. The Fund receives
the net asset value, while the sales charge is divided between the Authorized
Firm and the Principal Underwriter. The Principal Underwriter will furnish the
names of Authorized Firms to an investor upon request. An Authorized Firm may
charge its customers a fee in connection with transactions executed by that
Firm. The Fund may suspend the offering of shares at any time and may refuse an
order for the purchase of shares.

The sales charge may vary depending on the size of the purchase and the number
of shares of Eaton Vance funds the investor may already own, any arrangement to
purchase additional shares during a 13-month period or special purchase
programs. Complete details of how investors may purchase shares at reduced sales
charges under a Statement of Intention, Right of Accumulation, or various
employee benefit plans are available from Authorized Firms or the Principal
Underwriter.

The current sales charges and dealer commissions are:

<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE DEALER DISCOUNT
AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 4.75% 4.99% 4.00%
$100,000 but less than $250,000 3.75 3.90 3.15
$250,000 but less than $500,000 2.75 2.83 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.70
$1,000,000 or more 0.00* 0.00* 0.50
</TABLE>

* No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 0.50% will be
imposed on such investments (as described below) in the event of certain
redemption transactions within 12 months of purchase. Such purchases made
before November 9, 1995 will be subject to a CDSC of 1% in the event of
certain redemptions within 18 months of purchase.

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

<PAGE>

Shares of the Fund may be sold at net asset value to current and retired
Directors and Trustees of Eaton Vance funds, including the Portfolio; to
officers and employees and clients of Eaton Vance and its affiliates; to
registered representatives and employees of Authorized Firms; to bank employees
who refer customers to registered representatives of Authorized Firms; and to
such persons' spouses and children under the age of 21 and their beneficial
accounts. Shares may also be issued at net asset value (1) in connection with
the merger of an investment company with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
Eaton Vance provides multiple investment services, such as management, brokerage
and custody, (3) where the amount invested represents redemption proceeds from a
mutual fund unaffiliated with Eaton Vance, if the redemption occurred no more
than 60 days prior to the purchase of Fund shares and the redeemed shares were
subject to a sales charge and (4) to investment advisors, financial planners or
other intermediaries who place trades for their own accounts or the accounts of
their clients and who charge a management, consulting or other fee for their
services; clients of such investment advisors, financial planners or other
intermediaries who place trades for their own account if the accounts are linked
to the master account of such investment advisor, financial planner or other
intermediary on the books and records of the broker or agent; and retirement and
deferred compensation plans and trusts used to fund those plans, including, but
not limited to, those defined in Section 401(a), 403(b) or 457 of the Internal
Revenue Code of 1986, as amended (the "Code") and "rabbi trusts".

No initial sales charge and no contingent deferred sales charge will be payable
or imposed with respect to shares of the Fund purchased by retirement plans
qualified under Section 401, 403(b) or 457 of the Code ("Eligible Plans"). In
order to purchase shares without a sales charge, the plan sponsor of an Eligible
Plan must notify the Transfer Agent of the Fund of its status as an Eligible
Plan. Participant accounting services (including trust fund reconciliation
services) will be offered only through third party record-keepers and not by
EVD. The Fund's Principal Underwriter may pay commissions to Authorized Firms
who initiate and are responsible for purchases of shares of the Fund by Eligible
Plans of up to 1.00% of the amount invested in such shares.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Manager, in exchange for Fund
shares at the applicable public offering price as shown above. The minimum value
of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold on the day of their receipt or as soon
thereafter as possible. The number of Fund shares to be issued in exchange for
securities will be the aggregate proceeds from the sale of such securities,
divided by the applicable public offering price per Fund share on the day such
proceeds are received. Eaton Vance will use reasonable efforts to obtain the
then current market price for such securities, but does not guarantee the best
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Emerging Markets Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Traditional Emerging Markets Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

<PAGE>

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

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

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

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good order
means that all relevant documents must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Commission and acceptable to First Data Investor Services
Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above and reduced by the
amount of any federal income tax required to be withheld. Although the Fund
normally expects to make payment in cash for redeemed shares, the Trust, subject
to compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund from
the Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.

<PAGE>
If shares were recently purchased, the proceeds of a redemption (or repurchase)
will not be sent until the check (including a certified or cashier's check)
received for the shares purchased has cleared. Payment for shares tendered for
redemption may be delayed up to 15 days from the purchase date when the purchase
check has not yet cleared. Redemptions or repurchases may result in a taxable
gain or loss.

Due to the high cost of maintaining small accounts, the Fund reserves the right
to redeem accounts with balances of less than $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. However, no such redemption would be required if the cause of the low
account balance was a reduction in the net asset value of Fund shares.

If shares have been purchased at net asset value with no initial sales charge by
virtue of the purchase having been in the amount of $1 million or more and are
redeemed within 12 months of purchase, a CDSC of 0.50% will be imposed on such
redemption. (Such purchases made before November 9, 1995 will be subject to a
CDSC of 1% in the event of certain redemptions made within 18 months of
purchase.) The CDSC will be retained by the Principal Underwriter. The CDSC will
be imposed on an amount equal to the lesser of the current market value or the
original purchase price of the shares redeemed. Accordingly, no CDSC will be
imposed on increases in account value above the initial purchase price,
including any distributions that have been reinvested in additional shares. In
determining whether a CDSC is applicable to a redemption, the calculation will
be made in a manner that results in the lowest possible rate being charged. It
will be assumed that redemptions are made first from any shares in the
shareholder's account that are not subject to a CDSC.

The CDSC is waived for redemptions involving certain liquidation, merger or
acquisition transactions involving other investment companies. No initial sales
charge or CDSC will be imposed on Fund shares purchased by qualified retirement
plans. If a shareholder reinvests redemption proceeds within the 60-day period
and in accordance with the conditions set forth under "Eaton Vance Shareholder
Services -- Reinvestment Privilege", the shareholder's account will be credited
with the amount of any CDSC paid on such redeemed shares.

REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------

THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent certified public accountants. Shortly
after the end of each calendar year, the Fund will furnish all shareholders with
information necessary for preparing federal and state tax returns. Consistent
with applicable laws, duplicate mailings of shareholder reports and certain
other Fund information to shareholders residing at the same address may be
eliminated.

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

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, FIRST DATA INVESTOR SERVICES GROUP WILL SET UP A LIFETIME INVESTING
ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a complete
record of all transactions between the investor and the Fund which at all times
shows the balance of shares owned. The Fund will not issue share certificates
except upon request.

Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. (Under certain investment plans, statements may
be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT PERMITS A SHAREHOLDER TO
MAKE ADDITIONAL INVESTMENTS BY SENDING A CHECK FOR $50 OR MORE to First Data
Investor Services Group.

<PAGE>

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

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

Shares of the Fund currently may be exchanged for shares of any of the following
funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of Boston,
Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves and any fund
in the Eaton Vance Traditional Group of Funds on the basis of the net asset
value per share of each fund at the time of the exchange, plus, in the case of
an exchange made within six months of the date of purchase of shares subject to
an initial sales charge, an amount equal to the difference, if any, between the
sales charge previously paid on the shares being exchanged and the sales charge
payable on the shares being acquired. Such exchange offers are available only in
states where shares of the fund being acquired may be legally sold.

<PAGE>

upon the redemption of shares acquired in an exchange, the holding period of the
original shares is added to the holding period of the shares acquired in the
exchange.

Shares of certain other funds for which Eaton Vance acts as investment adviser
or administrator may be exchanged for Fund shares on the basis of the net asset
value per share of each fund at the time of the exchange (plus, in the case of
an exchange made within six months of the date of purchase of shares subject to
an initial sales charge, an amount equal to the difference, if any, between the
sales charge previously paid on the shares being exchanged and the sales charge
payable on the Fund shares being acquired). Any such exchange is subject to any
restrictions or qualifications set forth in the current prospectus of any such
fund.

Telephone exchanges are accepted by First Data Investor Services Group provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group at 800-262-1122
or, within Massachusetts 617-573-9403, Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Fund, the Principal Underwriter nor First Data Investor
Services Group will be responsible for the authenticity of exchange instructions
received by telephone, provided that reasonable procedures to confirm that
instructions communicated are genuine have been followed. Telephone instructions
will be tape recorded. In times of drastic economic or market changes, a
telephone exchange may be difficult to implement. An exchange may result in a
taxable gain or loss.

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Emerging Markets Fund may be mailed directly to First Data Investor
Services Group, 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.

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

RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges when the
current market value of holdings (shares at current offering price), plus new
purchases, reaches $100,000 or more. Shares of the Eaton Vance funds listed
under "The Eaton Vance Exchange Privilege" may be combined under the Statement
of Intention and Right of Accumulation.

WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks in an amount specified by the shareholder. A minimum
deposit of $5,000 in shares is required. The maintenance of a withdrawal plan
concurrently with purchases of additional shares would be disadvantageous
because of the sales charge included in such purchases.

<PAGE>

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares may
reinvest at net asset value any portion or all of the repurchase or redemption
proceeds (plus that amount necessary to acquire a fractional share to round off
the purchase to the nearest full share) in shares of the Fund, or, provided that
the shares repurchased or redeemed have been held for at least 60 days, in
shares of any of the other funds offered by the Principal Underwriter subject to
an initial sales charge, provided that the reinvestment is effected within 60
days after such repurchase or redemption and the privilege has not been used
more than once in the prior 12 months. Shares are sold to a reinvesting
shareholder at the next determined net asset value following timely receipt of a
written purchase order by the Principal Underwriter or by the fund the shares of
which are being purchased (or by such fund's transfer agent). The privilege is
also available to shareholders of the funds listed under "The Eaton Vance
Exchange Privilege" who wish to reinvest such redemption or repurchase proceeds
in shares of the Fund. If a shareholder reinvests redemption proceeds within the
60-day period the shareholder's account will be credited with the amount of any
CDSC paid on such redeemed shares. To the extent that any shares of the Fund are
sold at a loss and the proceeds are reinvested in shares of the Fund (or other
shares of the Fund are acquired within the period beginning 30 days before and
ending 30 days after the date of the redemption) some or all of the loss
generally will not be allowed as a tax deduction. Shareholders should consult
their tax advisers concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase in
connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and nonprofit 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 nonprofit organizations meeting certain
requirements of the Code.

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

Shareholders may reinvest all distributions in shares of the Fund without a
sales charge at the net asset value per share as of the close of business on the
record date.

<PAGE>

Certain distributions which are declared by the Fund in October, November or
December and paid the following January will be reportable by shareholders as if
received on December 31 of the year in which they are declared.

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. THE
FUND'S AVERAGE ANNUAL TOTAL RETURN IS DETERMINED BY MULTIPLYING A HYPOTHETICAL
PURCHASE ORDER OF $1,000 BY THE AVERAGE ANNUAL COMPOUNDED RATE OF RETURN
(INCLUDING CAPITAL APPRECIATION/ DEPRECIATION, AND DISTRIBUTIONS PAID AND
REINVESTED) FOR THE STATED PERIOD AND ANNUALIZING THE RESULT. The average annual
total return calculation assumes the maximum sales charge is deducted from the
initial $1,000 purchase order and that all distributions are reinvested at net
asset value on the reinvestment dates during the period. The Fund may also
publish annual and cumulative total return figures from time to time. The Fund
may use such total return figures, together with comparisons with the Consumer

<PAGE>

Price Index, various domestic and foreign securities indices and performance
studies prepared by independent organizations, in advertisements and in
information furnished to present or prospective shareholders. The Fund may quote
total return for the period prior to commencement of operations which would
reflect the Portfolio's total return (or that of its predecessor) adjusted to
reflect any applicable Fund sales charge.

The Fund may also furnish total return calculations based on investments at
various sales charge levels or at net asset value. Any performance data which is
based on the Fund's net asset value per share would be reduced if a sales charge
were taken into account. The Fund's performance may be compared in publications
to the performance of various indices and investments for which reliable data is
available, and to averages, performance rankings, or other information prepared
by recognized mutual fund statistical services.

<PAGE>

SPONSOR AND MANAGER OF EV TRADITIONAL
EMERGING MARKETS FUND
Administrator of South Asia Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110

ADVISER OF EMERGING MARKETS PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800)225-6265

CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group
BOS725
P.O. Box 1159
Boston, MA 02104
(800) 262-1122

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

EV TRADITIONAL EMERGING MARKETS FUND
24 FEDERAL STREET
BOSTON, MA 02110

EV TRADITIONAL [LOGO]

EMERGING MARKETS

FUND

PROSPECTUS

MAY 1, 1996

T-EMP

<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON GREATER INDIA FUND
- --------------------------------------------------------------------------------

EV MARATHON GREATER INDIA FUND (THE "FUND") IS A MUTUAL FUND SEEKING LONG-TERM
CAPITAL APPRECIATION THROUGH THE PURCHASE OF AN INTEREST IN A SEPARATE
INVESTMENT COMPANY WHICH INVESTS PRIMARILY IN EQUITY SECURITIES OF COMPANIES IN
INDIA AND SURROUNDING COUNTRIES OF THE INDIAN SUBCONTINENT. ACCORDINGLY, THE
FUND INVESTS ALL OF ITS ASSETS IN SOUTH ASIA PORTFOLIO (THE "PORTFOLIO"), A
DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS
THE FUND, RATHER THAN BY INVESTING DIRECTLY IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. INVESTMENTS IN INDIA
AND THE INDIAN SUBCONTINENT CAN INVOLVE SIGNIFICANT RISKS THAT ARE NOT NORMALLY
INVOLVED IN INVESTMENT IN SECURITIES OF U.S. COMPANIES, AND THEREFORE THE FUND
MAY NOT BE SUITABLE FOR ALL INVESTORS. THE FUND IS A SEPARATE SERIES OF EATON
VANCE SPECIAL INVESTMENT TRUST (THE "TRUST").

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
The Portfolio's Investments in India and
the Indian Subcontinent................. 4
Investment Policies and Risks............. 5
Organization of the Fund and the Portfolio... 11
Management of the Fund and the Portfolio... 13
Distribution Plan......................... 15

<CAPTION>
PAGE
<S> <C>
Valuing Fund Shares....................... 17
How to Buy Fund Shares.................... 17
How to Redeem Fund Shares................. 18
Reports to Shareholders................... 20
The Lifetime Investing Account/
Distribution Options.................... 20
The Eaton Vance Exchange Privilege........ 21
Eaton Vance Shareholder Services.......... 22
Distributions and Taxes................... 22
Performance Information................... 24
</TABLE>

- -
- --------------------------------------------------------------------------------
PROSPECTUS DATED MAY 1, 1996

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

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of
average daily net assets)
----------------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.78%
Other Expenses 1.28%
----
Total Operating Expenses 3.31%
----
----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following contingent
deferred sales charge and expenses on a $1,000
investment, assuming (a) 5% annual return and (b)
redemption at the end of each time period: $83 $142 $193 $360
An investor would pay the following expenses on
the same investment, assuming (a) 5% annual
return and (b) no redemptions: $33 $102 $173 $360
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear directly or indirectly, by investing in the Fund. Information for
the Fund is based on its expenses for the most recent fiscal year. Management
Fees include management fees paid by the Fund and investment advisory and
administration fees paid by the Portfolio of 0.25%, 0.75% and 0.25%,
respectively.

The Example should not be considered a representation of past or future expenses
and actual expenses may be greater or less than those shown. Federal regulations
require the Example to assume a 5% annual return, but actual return will vary.
For further information regarding the expenses of both the Fund and the
Portfolio see "The Fund's Financial Highlights", "Organization of the Fund and
the Portfolio", "Management of the Fund and the Portfolio" and "How to Redeem
Fund Shares". A long-term shareholder may pay more than the economic equivalent
of the maximum front-end sales charge permitted by a rule of the National
Association of Securities Dealers, Inc. See "Distribution Plan".

Other investment companies with different distribution arrangements and fees are
investing in the Portfolio and others may do so in the future. See "Organization
of the Fund and the Portfolio".

2
[/R]

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Fund's annual report to shareholders which
is incorporated by reference into the Statement of Additional Information in
reliance upon the report of Deloitte & Touche LLP, independent certified public
accountants, as experts in accounting and auditing. Further information
regarding the performance of the Fund is contained in its annual report to
shareholders which may be obtained without charge by contacting the Principal
Underwriter.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1994*
--------- ---------
<S> <C> <C>
NET ASSET VALUE -- beginning of year $ 9.840 $ 10.000
--------- ---------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $ (0.176) $ (0.065)
Net realized and unrealized loss on investments (3.114) (0.095)
--------- ---------
Total loss from operations $ (3.290) $ (0.160)
--------- ---------
NET ASSET VALUE -- end of year $ 6.550 $ 9.840
========= =========
TOTAL RETURN(1) (33.43)% (1.60)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000 omitted) $ 21,041 $ 38,925
Ratio of net expenses to average net assets(2)(3) 3.31% 2.54%+
Ratio of net investment loss to average net assets (1.74)% (1.42)%+
</TABLE>

+ Annualized.

* For the period from the start of business, May 2, 1994 to December 31, 1994.

(1) Total return is calculated assuming a purchase at the net asset value on the
first day and a sale at the net asset value on the last day of the period
reported. Distributions, if any, are assumed to be reinvested at the net
asset value on the record date. Total return is not computed on an
annualized basis.

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

(3) The expense ratio for the year ended December 31, 1995 has been adjusted to
reflect a change in reporting requirements. The new reporting guidelines
require the Fund to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratio for the
year ended December 31, 1994 has not been adjusted to reflect this change.

<PAGE>

THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL APPRECIATION. It
currently seeks to meet its investment objective by investing its assets in
South Asia Portfolio (the "Portfolio"), a separate registered investment company
which invests primarily in equity securities of companies in India and
surrounding countries of the Indian subcontinent. This investment structure is
commonly referred to as a "master/feeder" structure. The Portfolio will normally
invest at least 50% of its total assets in equity securities of Indian
companies.

The Fund is intended for long-term investors and is not intended to be a
complete investment program. Prospective investors should take into account
their objectives and other investments when considering the purchase of Fund
shares. The Fund cannot assure achievement of its investment objective. The
investment objective of the Fund and the Portfolio are nonfundamental. See
"Organization of the Fund and the Portfolio -- Special Information on the
Fund/Portfolio Investment Structure" for further information. In addition,
investments in India and the Indian subcontinent can be considered speculative,
and therefore may offer higher potential for gains and losses than investments
in the developed markets of the world. See "Investment Policies and Risks" for
further information.

THE PORTFOLIO'S INVESTMENTS IN INDIA AND THE INDIAN SUBCONTINENT
- --------------------------------------------------------------------------------

THE FOLLOWING IS A GENERAL DISCUSSION OF CERTAIN FEATURES OF THE ECONOMIES OF
INDIA, PAKISTAN AND SRI LANKA. There can be no assurance that the Portfolio will
be able to capitalize on the factors described herein. Opinions expressed herein
are the good faith opinions of the Portfolio's Adviser, Lloyd George Investment
Management (Bermuda) Limited. Unless otherwise indicated, all amounts are
expressed in United States dollars.

India is the seventh largest country in the world, covering an area of
approximately 3,300,000 square kilometers. It is situated in South Asia and is
bordered by Nepal, Bhutan and China in the north, Myanmar and Bangladesh in the
east, Pakistan in the west and Sri Lanka in the south.

India's population is currently estimated at approximately 940 million; the
figure in 1991, according to the official census, was 846 million. Most of the
population still lives in rural areas. Approximately 84 percent are Hindus, 11
percent Muslims, 2 percent Sikhs, 2 percent Christians and 1 percent Buddhists.
The official language is Hindi, with English also being used widely in official
and business communications. With a middle class of approximately 200 million
people, India constitutes one of the largest markets in the world.

Unlike certain other emerging market countries, India has a long tradition of
trade and markets, despite the central planning of the economy carried out by
the Indian government in the first decades after India's independence. The
Bombay Stock Exchange, for example, was founded over 100 years ago, is the
oldest stock exchange in Asia and currently lists over 5,000 companies, more
than the New York Stock Exchange.

India became independent from the United Kingdom in 1947. It is governed by a
parliamentary democracy under the Constitution of India, under which the
executive, legislative and judicial functions are separated. India has been
engaged in a policy of gradual economic reform since the mid-1980's. Since 1991,
the government of Prime Minister Narasimha Rao has introduced far-reaching
measures with the goal of reducing government intervention in the economy,
strengthening India's industrial base, expanding exports and increasing economic
efficiency. The main focus of the Narasimha Rao government's policy is to place
more authority for making business decisions in the hands of those who operate
the businesses. The system of industrial licenses known as the "License Raj", by
means of which the government controlled many private sector investment
decisions, has been cut back. Government approvals required to increase, reduce
or change production have been greatly reduced.

Modern economic development in India began in the mid-1940's with the
publication of the Bombay Plan. The Planning Commission was established in 1950
to assess the country's available resources and to identify growth areas. A
centrally planned economic model was adopted, and in order to control the
direction of private investment, all investment and major economic

<PAGE>
decisions required government approval. Foreign investment was allowed only
selectively. This protectionist regime held back development of India's economy
until the mid-1980's when there began to be some movement towards liberalization
and market orientation of the economy. With the liberalization measures
introduced in the budget of 1985, the annual growth of the country's real gross
domestic product rose from an average 3-4% since the 1940's to an average 4.7
percent between 1989 and 1995.

Since 1991, the Indian government has continued to adopt measures to further
open the economy to private investment, attract foreign capital and speed up the
country's industrial growth rate. For example, the banking industry has recently
been opened to the private sector, including to foreign investors. Banks were
nationalized in 1969, and no new privately owned banks had been permitted. The
government is now granting new banking licenses. The government also has
recently permitted foreign brokerage firms to operate in India on behalf of
Foreign Institutional Investors ("FIIs"), and has permitted foreign investors to
own majority stakes in Indian asset management companies. Ownership and sale of
commercial real estate is expected to be permitted to foreign firms soon as
well. In 1992, it was announced that FIIs would be able to invest directly in
the Indian capital markets. In September 1992, the guidelines for FIIs were
published and a number of such investors have been registered by the Securities
and Exchange Board of India, including the Adviser. In 1995, FII regulations
were supplemented and the Parliament approved the establishment of central share
depositories.

The government has also cut subsidies to ailing public sector businesses.
Further cuts, and privatizations, are expected, although resistance by labor
unions and other interest groups may hinder this process. Continuing the reform
process, recent budgets have complemented tax cuts for the corporate sector and
reductions in import duties. In sum, the government's new policies seek to
expand opportunities for entrepreneurship in India.

Foreign investors have responded to these trends by putting resources into the
Indian economy. According to the Reserve Bank of India, total inflows, including
both foreign direct and foreign portfolio investment, rose from about $150
million in fiscal year 1992 to $4.9 billion in fiscal year 1995. India's foreign
exchange reserves, which had fallen to about $1 billion in 1991, were over $17
billion in March, 1996.

In view of these trends, the Adviser believes that India now represents one of
the Asian economies most likely to experience significant growth in the next
several years. This growth may be expected to manifest itself in rising share
prices of many companies participating in the Indian economy.

Pakistan and Sri Lanka have also taken steps to liberalize their economies and
improve economic growth. In Pakistan, former interim Prime Minister Moeen
Qureshi set an ambitious agenda of economic reform during his three-month tenure
in 1993. The successor government of Prime Minister Benazir Bhutto is continuing
many of the liberalization policies that Mr. Qureshi established. In Sri Lanka,
the government continues to review and revise laws, regulations and procedures
with the goal of promoting a competitive business environment and reducing
unnecessary government regulation. As a result, international investors have
showed increasing interest in Pakistan and Sri Lanka. The Portfolio has no
current intention to invest more than 5% of its assets in companies in the
Indian subcontinent located in other than India, Pakistan or Sri Lanka.

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

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF COMPANIES IN INDIA AND SURROUNDING COUNTRIES OF THE INDIAN
SUBCONTINENT. A company will be considered to be in India or another country if
it is domiciled or has significant operations in that country. The Portfolio
will, under normal market conditions, invest at least 65% of its total assets in
such securities ("Greater India investments") and at least 50% of its total
assets in equity securities of Indian companies. Substantially all of the
Portfolio's assets, however, will normally be invested in equity securities,
warrants and options on equity securities and indices. Greater India investments
are typically listed on stock exchanges or traded in the over-the-counter
markets in countries of the Indian subcontinent, but also include securities
traded in markets outside these countries, including securities trading in the
form of Global Depositary Receipts and American Depositary Receipts.

<PAGE>

When consistent with its investment objective, the Portfolio may also invest in
equity securities of companies outside the Indian subcontinent, as well as
warrants, options on equity securities and indices, options on currency, futures
contracts, options on futures contracts, forward foreign currency exchange
contracts, currency swaps and other non-equity investments. However, such
investments will not, under normal market conditions, exceed 35% of the
Portfolio's total assets. The issuers of these equity securities may be located
in neighboring countries outside the region, such as Indonesia and Malaysia, as
well as more developed countries. The Portfolio will not invest more than 5% of
its net assets in warrants.

INVESTING IN FOREIGN SECURITIES. Investing in securities issued by foreign
companies and governments involves considerations and possible risks not
typically associated with investing in securities issued by the U.S. Government
and domestic corporations. The values of foreign investments are affected by
changes in currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Because investment in Greater
India investments will usually involve currencies of foreign countries, the
value of the assets of the Portfolio as measured in U.S. dollars may be
adversely affected by changes in foreign currency exchange rates. Such rates may
fluctuate significantly over short periods of time causing the Portfolio's net
asset value to fluctuate as well. Costs are incurred in connection with
conversions between various currencies. In addition, foreign brokerage
commissions and other costs of investing are generally higher than in the United
States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than in the United States. Investments
in foreign issuers could be adversely affected by other factors not present in
the United States, including expropriation, confiscatory taxation, lack of
uniform accounting and auditing standards and potential difficulties in
enforcing contractual obligations.

Since the Portfolio will, under normal market conditions, invest at least 65% of
its total assets in Greater India investments, its investment performance will
be especially affected by events affecting companies in the Indian subcontinent
and particularly India. The value and liquidity of Greater India investments may
be affected favorably or unfavorably by political, economic, fiscal, regulatory
or other developments in the Indian subcontinent or neighboring regions.
Economic conditions, political stability and market depth in the region are
comparatively underdeveloped. Greater India investments typically involve
greater potential for gain or loss than investments in securities of issuers in
developed countries. In comparison to the United States and other developed
countries, countries in the Indian subcontinent have relatively unstable
governments and economies based on only a few industries. Given the Portfolio's
investments, the Portfolio will likely be particularly sensitive to changes in
the economies of such countries as a result of any reversals of economic
liberalization in those countries, political unrest or changes in trading
status.

<PAGE>

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

The stock markets in the region are undergoing a period of growth and change,
which may result in trading or price volatility and difficulties in the
settlement and recording of transactions, and in interpreting and applying the
relevant law and regulations. The securities industries in these countries are
comparatively underdeveloped, and stockbrokers and other intermediaries may not
perform as well as their counterparts in the United States and other more
developed securities markets. Physical delivery of securities in small lots
generally has been required in India and a shortage of vault capacity and
trained personnel has existed among qualified custodial Indian banks. The
Portfolio may be unable to sell securities where the registration process is
incomplete and may experience delays in receipt of dividends. If trading volume
is limited by operational difficulties, the ability of the Portfolio to invest
its assets may be impaired.

Settlement of securities transactions in the Indian subcontinent may be delayed
and is generally less frequent than in the United States, which could affect the
liquidity of the Portfolio's assets. In addition, disruptions due to work
stoppages and trading improprieties in these securities markets have caused such
markets to close. If extended closings were to occur in stock markets where the
Portfolio was heavily invested, the Fund's ability to redeem Fund shares could
become correspondingly impaired. To mitigate these risks, the Portfolio may
maintain a higher cash position than it otherwise would, thereby possibly
diluting its return, or the Portfolio may have to sell more liquid securities
which it would not otherwise choose to sell. In some cases, the Portfolio may
find it necessary or desirable to borrow funds on a short-term basis, within the
limits of the Investment Company Act of 1940 (the "1940 Act"), to help meet
redemption requests. Such borrowings would result in increased expense to the
Fund. The Fund may suspend redemption privileges or postpone the date of payment
for more than seven days after a redemption order is received under certain
circumstances. See "How to Redeem Fund Shares".

Securities in which the Portfolio invests may have their principal trading
markets in other developing countries. Such securities markets are generally
subject to risks similar to those of the Indian subcontinent.

INVESTMENT CONTROLS. FOREIGN INVESTMENT IN THE SECURITIES OF ISSUERS IN GREATER
INDIA COUNTRIES IS USUALLY RESTRICTED OR CONTROLLED TO SOME DEGREE. In India,
FIIs may predominately invest in exchange-traded securities (and securities to
be listed, or those approved on the over-the-counter exchange of India) subject
to the conditions specified in the Guidelines for Direct Foreign Investment by
FIIs in India, (the "Guidelines") published in a Press Note dated September 14,
1992, issued by the Government of India, Ministry of Finance, Investment
Division. FIIs have to apply for registration to the Securities and Exchange
Board of India ("SEBI") and to the Reserve Bank of India for permission to trade
in Indian securities. The Guidelines require SEBI to take into account the track
record of the FII, its professional competence, financial soundness, experience
and other relevant criteria. SEBI must also be satisfied that suitable custodial
arrangements are in place for the Indian securities. The Adviser is a registered
FII and the inclusion of the Portfolio in the Adviser's registration was
approved by SEBI. FIIs are required to observe certain investment restrictions,
including an account ownership ceiling of 5% of the total issued share capital
of any one company. In addition, the shareholdings of all registered FIIs,
together with the shareholdings of non-resident Indian individuals and foreign
bodies corporate substantially owned by non-resident Indians, may not exceed 24%
of the issued share capital of any one company. Only registered FIIs and
non-Indian mutual funds that comply with certain statutory conditions may make
direct portfolio investments in exchange-traded Indian securities. Income, gains
and initial capital with respect to such investments are freely repatriable,
subject to payment of applicable Indian taxes. See "Regional Taxes".

<PAGE>

commercial bank and, in the case of an off-exchange sale of listed shares, that
the sale price is not less than the price quoted on any of the local stock
exchanges on the date of the sale. In addition, the issuer's shares held by the
Portfolio must be registered with the State Bank of Pakistan for purposes of
repatriation of income, gains and initial capital. The Portfolio may also invest
in the shares of unlisted and closely-held manufacturing companies provided that
the sale price is certified by a Pakistani chartered accountant to be not less
than the break-up value of the shares, and is paid in foreign exchange
transferred into Pakistan through a commercial bank. If local procedures are
complied with, income, gains and initial capital are freely repatriable after
payment of any applicable Pakistani withholding taxes. In Sri Lanka, the
Portfolio may invest in the shares of exchange-listed issuers, subject to
certain limitations for specific sectors of the economy.

There can be no assurance that these investment control regimes will not change
in a way that makes it more difficult or impossible for the Portfolio to
implement its investment objective or repatriate its income, gains and initial
capital from these countries. Similar risks and considerations will be
applicable to the extent the Portfolio invests in other countries.

REGIONAL TAXES. The Fund and the Portfolio each intends to conduct its
respective affairs in such a manner that it will not be resident in India or any
other country in the Indian subcontinent for local tax purposes. The Portfolio's
income from certain regional sources will be subject to tax by those countries
as described below.

India currently imposes 20% withholding tax on interest and dividends.
Withholding tax of 10% is currently imposed on gains from sales of shares held
one year or more and 30% on gains from sales of shares held less than one year.
The withholding rate on gains from sales of debt securities is currently 10% if
the securities have been held 12 months or more and 30% if the securities have
been held less than 12 months. (Rates are higher for non-FII transactions.) The
Portfolio is considering investing in India through a Republic of Mauritius
company to take advantage of the favorable tax treaty between the countries.
There can be no assurance such an investment structure would be effective.

Pakistan currently imposes withholding tax on dividends at a rate of 10% and on
interest at a rate of 43%. Under current law, the withholding rate on interest
is to be reduced by three percentage points per year through 1998. There is
currently no withholding tax on capital gains from listed shares. This exemption
will expire in June 1998. As regards the shares of unlisted and closely held
manufacturing companies, withholding tax on capital gains is currently imposed
at a rate of 43%, reduced to 27 1/2% (or 25% for small amounts) if the shares
are held for 12 months or more. Sri Lanka imposes 15% withholding tax on
dividends and interest, but does not impose withholding tax on capital gains of
listed shares. Unlisted shares are subject to a maximum capital gains tax of
35%.

GREATER INDIA COUNTRY CONSIDERATIONS. Political and economic structures in India
and other countries of the Indian subcontinent generally lack the social,
political and economic stability characteristic of the United States.
Governmental actions can have a significant effect on the economic conditions in
such countries, which could adversely affect the value and liquidity of the
Portfolio's investments. Although the governments of India, Pakistan and Sri
Lanka have recently begun to institute economic reform policies, there can be no
assurance that they will continue to pursue such policies or, if they do, that
such policies will succeed. Such countries have in the past failed to recognize
private property rights and have at times nationalized or expropriated the
assets of private companies.

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

INDIA. The Indian population is comprised of diverse religious and linguistic
groups. Despite this diversity, India is the world's largest democracy and has
had one of the more stable political systems among the world's developing
nations. However, periodic sectarian conflict among India's religious and
linguistic groups could adversely affect Indian businesses, temporarily close
stock exchanges or other institutions, or undermine or distract from government
efforts to liberalize the Indian economy.

<PAGE>

PAKISTAN. The military has been, and continues to be, an important factor in
Pakistani government and politics, and the civilian government continues to rely
on the support of the army. Ethnic unrest and troubled relations with India are
also continuing problems. In 1995, internal unrest increased and economic
liberalization appeared to be slowing.

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

SRI LANKA. Insurrection and political violence among Sri Lanka's ethnic groups,
including terrorist actions by the Tamil Tigers separatist organization in 1996,
have periodically disrupted Sri Lanka's government and economy. Although Sri
Lanka's government is currently fairly stable, there can be no assurance that
such stability will continue.

UNLISTED SECURITIES. The Portfolio may invest up to 15% of its net assets in
securities of companies that are neither listed on a stock exchange nor traded
over the counter. Unlisted securities may include new and early stage companies,
which may involve a high degree of business and financial risk that can result
in substantial losses and may be considered speculative. Such securities will
generally be deemed to be illiquid. Because of the absence of any public trading
market for these investments, the Portfolio may take longer to liquidate these
positions than would be the case for publicly traded securities. Although these
securities may be resold in privately negotiated transactions, the prices
realized from these sales could be less than those originally paid by the
Portfolio or less than what may be considered the fair value of such securities.
Furthermore, issuers whose securities are not publicly traded may not be subject
to public disclosure and other investor protection requirements applicable to
publicly traded securities. If such securities are required to be registered
under the securities laws of one or more jurisdictions before being resold, the
Portfolio may be required to bear the expenses of registration. In addition, any
capital gains realized on the sale of such securities may be subject to higher
rates of taxation than taxes payable on the sale of listed securities.

<PAGE>

be profitably exercised by the Portfolio. The Portfolio incurs transaction costs
in opening and closing positions in derivative instruments. There can be no
assurance that the Adviser's use of derivative instruments will be advantageous
to the Portfolio.

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

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

<PAGE>

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i) may
purchase any securities if, at the time of such purchase, permitted borrowings
exceed 5% of the value of its total assets, or (ii) may invest more than 15% of
its net assets in over-the-counter options, repurchase agreements maturing in
more than seven days and other illiquid securities. Nevertheless, the Portfolio
may temporarily borrow up to 5% of the value of its total assets to satisfy
redemption requests or settle securities transactions. The Portfolio may lend
portfolio securities and engage in repurchase agreements and reverse repurchase
agreements but the Adviser has no current intention to do so.

Under the 1940 Act and the rules promulgated thereunder, the Portfolio's
investments in the securities of any company that, in its most recent fiscal
year, derived more than 15% of its gross revenues from securities-related
activities is limited to 5% of any class of the issuer's equity securities and
10% of the outstanding principal amount of the issuer's debt securities,
provided that the Portfolio's aggregate investments in the securities of any
such issuer does not exceed 5% of the Portfolio's total assets. Some of the
companies available for investment in India and the Indian subcontinent,
including enterprises being privatized by such countries, may be financial
services businesses that engage in securities-related activities. The
Portfolio's ability to invest in such enterprises may thus be limited.

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

<PAGE>
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 of the Portfolio, see "The
Fund's Investment Objective" and "Investment Policies and Risks". Further
information regarding investment practices may be found in the Statement of
Additional Information.

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the best
interest of the Fund to do so. The investment objective and the nonfundamental
investment policies of the Fund and the Portfolio may be changed by the Trustees
of the Trust and the Portfolio without obtaining the approval of the
shareholders of the Fund or the investors in the Portfolio, as the case may be.
Any such change of the investment 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 the Fund, those shares may
be subject to a contingent deferred sales charge, as described in "How to Redeem
Fund Shares". In the event the Fund withdraws all of its assets from the
Portfolio, or the Board of Trustees of the Trust determines that the investment
objective of the Portfolio is no longer consistent with the investment objective
of the Fund, such Trustees would consider what action might be taken, including
investing the assets of the Fund in another pooled investment entity or
retaining an investment adviser to manage the Fund's assets in accordance with
its investment objective. The Fund's investment performance may be affected by a
withdrawal of all its assets from the Portfolio.

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 a larger investor in the Portfolio. For example, if a large
investor withdraws from the Portfolio, the remaining investors may experience
higher prorata operating expenses, thereby producing lower returns. Addition-
ally, 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 institu-
tional investors.

<PAGE>
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.

One independent Trustee of the Portfolio currently serves as a Trustee of the
Trust. The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that the creation of separate Boards may
be considered. For further information concerning the Trustees and officers of
the Trust and the Portfolio, see the Statement of Additional Information.

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

The Adviser is registered as an investment adviser with the Securities and
Exchange Commission (the "Commission"). The Adviser employs two full-time
investment professionals in its Bombay office, who provide investment research
and advice on Greater India investments. The Adviser is a subsidiary of Lloyd
George Management (B.V.I.) Limited ("LGM"). LGM and its subsidiaries act as
investment adviser to various individual and institutional clients with total
assets under management of approximately $1.5 billion. Eaton Vance's parent,
Eaton Vance Corp., owns 24% of the Class A shares issued by LGM.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages Pacific Basin and
Asian portfolios for both private clients and institutional investors seeking
long-term capital growth. LGM's core investment team consists of nine
experienced investment professionals, based in Hong Kong, who have worked
together over a number of years successfully managing client portfolios in
Pacific Basin and Asian stock markets. LGM also has offices in Bombay, India and
London, England. The team has a unique knowledge of, and experience with Pacific
Basin and Asian emerging markets. The Adviser is registered as a FII with the
Securities and Exchange Board of India. LGM is ultimately controlled by the Hon.
Robert J.D. Lloyd George, President and Trustee of the Portfolio and Chairman
and Chief Executive Officer of the Adviser. LGM's only activity is portfolio
management.

13
<PAGE>

BIDARE NARAYANRAO MANJUNATH. Chief Representative, India. Born in 1958 and
educated at Birla Institute of Technology and Science where he received a
Masters Degree, Mr. Manjunath joined Canara Bank in 1982 where he worked in the
economic research department before joining its mutual fund division in 1987. In
1992, Mr. Manjunath joined Credit Capital Finance Corporation Ltd. where he
served as Associate Vice President before becoming Lloyd George Management's
Chief Representative, India in 1993. Mr. Manjunath was involved in the
investment process for both the Himalayan Fund and the LG India Fund, which he
co-manages.

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

<PAGE>

CLIENTS WITH ASSETS UNDER MANAGEMENT OF OVER $16 BILLION. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp., a publicly-held holding company
which through its subsidiaries and affiliates engages primarily in investment
management, administration and marketing activities.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------

<PAGE>

.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 and all amounts theretofore paid to the Principal
Underwriter by the Adviser in consideration of the former's distribution
efforts. 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 sales
commissions, distribution fees and contingent deferred sales charges theretofore
paid to the Principal Underwriter from the Fund pursuant to the Plan, from the
Adviser in consideration of the distribution efforts and from contingent
deferred sales charges, have exceeded the total expenses theretofore incurred by
such organization in distributing shares of the Fund. Total expenses for this
purpose will include an allocable portion of the overhead costs of such
organization and its branch offices.

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees during any fiscal year, a high level of sales of Fund shares
during the initial years of the Fund's operations would cause a large portion of
the sales commission attributable to a sale of Fund shares to be accrued and
paid by the Fund to the Principal Underwriter in fiscal years subsequent to the
year in which such shares were sold. This spreading of sales commissions
payments under the Plan over an extended period would result in the incurrence
and payment of increased distribution fees under the Plan. For the fiscal year
ended December 31, 1995, the Fund paid sales commissions under the Plan
equivalent to .75% of the Fund's average daily net assets for such period. As at
December 31, 1995, the outstanding Uncovered Distribution Charges of the
Principal Underwriter calculated under the Plan amounted to approximately
$1,524,000 (equivalent to 7.2% of the Fund's net assets on such day).

<PAGE>

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

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

<PAGE>

efforts to obtain the then current market price for such securities, but does
not guarantee the best available price. Eaton Vance will absorb any transaction
costs, such as commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Greater India Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Marathon Greater India Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good order
means that all relevant documents must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Commission and acceptable to First Data Investor Services
Group. 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.

<PAGE>

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

<TABLE>
<CAPTION>
CONTINGENT
DEFERRED
SALES
YEAR OF REDEMPTION AFTER PURCHASE CHARGE
<S> <C>
-----------------------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
</TABLE>

<PAGE>

REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------

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

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

<PAGE>

investor wishing to reinvest distributions should determine whether the firm
which will hold the shares allows reinvestment of distributions in "street name"
accounts.

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

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

<PAGE>

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Greater India Fund may be mailed directly to First Data Investor
Services Group 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.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase in
connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and nonprofit organizations;

-- Individual Retirement Account Plans for individuals and their
non-employed spouses; and

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

<PAGE>

Shareholders may reinvest all distributions in shares of the Fund without a
sales charge at the net asset value per share as of the close of business on the
record date.

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

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

<PAGE>

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

<PAGE>

SPONSOR AND MANAGER OF EV MARATHON
GREATER INDIA FUND
Administrator of South Asia Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110

ADVISER OF SOUTH ASIA PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800)225-6265

CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV MARATHON GREATER INDIA FUND
24 FEDERAL STREET
BOSTON, MA 02110

EV MARATHON [LOGO]

GREATER INDIA

FUND

PROSPECTUS

MAY 1, 1996
M-GIP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV TRADITIONAL GREATER INDIA FUND
- --------------------------------------------------------------------------------

EV TRADITIONAL GREATER INDIA FUND (THE "FUND") IS A MUTUAL FUND SEEKING
LONG-TERM CAPITAL APPRECIATION THROUGH THE PURCHASE OF AN INTEREST IN A SEPARATE
INVESTMENT COMPANY WHICH INVESTS PRIMARILY IN EQUITY SECURITIES OF COMPANIES IN
INDIA AND SURROUNDING COUNTRIES OF THE INDIAN SUBCONTINENT. ACCORDINGLY, THE
FUND INVESTS ITS ASSETS IN SOUTH ASIA PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED
OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS THE FUND,
RATHER THAN BY INVESTING DIRECTLY IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. INVESTMENTS IN INDIA
AND THE INDIAN SUBCONTINENT CAN INVOLVE SIGNIFICANT RISKS THAT ARE NOT NORMALLY
INVOLVED IN INVESTMENT IN SECURITIES OF U.S. COMPANIES, AND THEREFORE THE FUND
MAY NOT BE SUITABLE FOR ALL INVESTORS. THE FUND IS A SEPARATE SERIES OF EATON
VANCE SPECIAL INVESTMENT TRUST (THE "TRUST").

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
<S> <C>
Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
The Portfolio's Investments in India and
the Indian Subcontinent................. 4
Investment Policies and Risks............. 5
Organization of the Fund and the
Portfolio............................... 11
Management of the Fund and the
Portfolio............................... 13
Distribution Plan......................... 15

<CAPTION>
PAGE
<S> <C>
Valuing Fund Shares....................... 16
How to Buy Fund Shares.................... 16
How to Redeem Fund Shares................. 18
Reports to Shareholders................... 19
The Lifetime Investing Account/
Distribution Options.................... 20
The Eaton Vance Exchange Privilege........ 21
Eaton Vance Shareholder Services.......... 21
Distributions and Taxes................... 23
Performance Information................... 24
</TABLE>

- -
- --------------------------------------------------------------------------------
PROSPECTUS DATED MAY 1, 1996

<PAGE>

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

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
----------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average
daily net assets)
----------------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.50%
Other Expenses 1.49%
----
Total Operating Expenses 3.24%
----
----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
An investor would pay the following maximum initial
sales charge and expenses on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at
the end of each time period: $79 $143 $209 $385
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear directly or indirectly, by investing in the Fund. Information for
the Fund is based on its expenses for the most recent fiscal year. Management
Fees include management fees paid by the Fund and investment advisory and
administration fees paid by the Portfolio of 0.25%, 0.75% and 0.25%,
respectively.

The Example should not be considered a representation of past or future expenses
and actual expenses may be greater or less than those shown. Federal regulations
require the Example to assume a 5% annual return, but actual return will vary.
For further information regarding the expenses of both the Fund and the
Portfolio see "The Fund's Financial Highlights", "Organization of the Fund and
the Portfolio", "Management of the Fund and the Portfolio", "How to Buy Fund
Shares", "How to Redeem Fund Shares" and "Distribution Plan". A long-term
shareholder may pay more than the economic equivalent of the maximum front-end
sales charge permitted by a rule of the National Association of Securities
Dealers, Inc. See "Distribution Plan".

Other investment companies with different distribution arrangements and fees are
investing in the Portfolio and others may do so in the future. See "Organization
of the Fund and the Portfolio".

2
<PAGE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1995 1994*
--------- ---------
<S> <C> <C>
NET ASSET VALUE -- beginning of year $ 9.850 $ 10.000
--------- ---------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $ (0.083) $ (0.070)
Net realized and unrealized loss on investments (3.207) (0.080)
--------- ---------
Total loss from operations $ (3.290) $ (0.150)
--------- ---------
NET ASSET VALUE -- end of year $ 6.560 $ 9.850
======== ========
TOTAL RETURN(1) (33.40)% (1.50)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000 omitted) $ 16,000 $ 17,921
Ratio of net expenses to average net assets(2)(3) 3.24% 2.46%+
Ratio of net investment loss to average net assets (1.64)% (1.34)%+
</TABLE>

+ Annualized.

* For the period from the start of business, May 2, 1994 to December 31, 1994.

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

<PAGE>

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

THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL APPRECIATION. It
currently seeks to meet its investment objective by investing its assets in
South Asia Portfolio (the "Portfolio"), a separate registered investment company
which invests primarily in equity securities of companies in India and
surrounding countries of the Indian subcontinent. This investment structure is
commonly referred to as a "master/feeder" structure. The Portfolio will normally
invest at least 50% of its total assets in equity securities of Indian
companies.

The Fund is intended for long-term investors and is not intended to be a
complete investment program. Prospective investors should take into account
their objectives and other investments when considering the purchase of Fund
shares. The Fund cannot assure achievement of its investment objective. The
investment objective of the Fund and the Portfolio are nonfundamental. See
"Organization of the Fund and the Portfolio -- Special Information on the
Fund/Portfolio Investment Structure" for further information. In addition,
investments in India and the Indian subcontinent can be considered speculative,
and therefore may offer higher potential for gains and losses than investments
in the developed markets of the world. See "Investment Policies and Risks" for
further information.

THE PORTFOLIO'S INVESTMENTS IN INDIA AND THE INDIAN SUBCONTINENT
- --------------------------------------------------------------------------------

India's population is currently estimated at approximately 940 million; the
figure in 1991, according to the official census, was 846 million. Most of the
population still lives in rural areas. Approximately 84 percent are Hindus, 11
percent Muslims, 2 percent Sikhs, 2 percent Christians and 1 percent Buddhists.
The official language is Hindi, with English also being used widely in official
and business communications. With a middle class of over approximately 200
million people, India constitutes one of the largest markets in the world.

Modern economic development in India began in the mid-1940s with the publication
of the Bombay Plan. The Planning Commission was established in 1950 to assess
the country's available resources and to identify growth areas. A centrally
planned economic model was adopted, and in order to control the direction of
private investment, all investment and major economic

<PAGE>

decisions required government approval. Foreign investment was allowed only
selectively. This protectionist regime held back development of India's economy
until the mid-1980s when there began to be some movement towards liberalization
and market orientation of the economy. With the liberalization measures
introduced in the budget of 1985, the annual growth of the country's real gross
domestic product rose from an average 3-4% since the 1940s to an average 4.7
percent between 1989 and 1995.

Since 1991, the Indian government has continued to adopt measures to further
open the economy to private investment, attract foreign capital and speed up the
country's industrial growth rate. For example, the banking industry has recently
been opened to the private sector, including to foreign investors. Banks were
nationalized in 1969, and no new privately owned banks had been permitted. The
government is now granting new banking licenses. The government also has
recently permitted foreign brokerage firms to operate in India on behalf of
Foreign Institutional Investors ("FIIs"), and has permitted foreign investors to
own majority stakes in Indian asset management companies. Ownership and sale of
commercial real estate is expected to be permitted to foreign firms soon as
well. In 1992, it was announced that FIIs would be able to invest directly in
the Indian capital markets. In September 1992 the guidelines for FIIs were
published and a number of such investors have been registered by the Securities
and Exchange Board of India, including the Adviser. In 1995, FII regulations
were supplemented and the Parliament approved the establishment of central share
depositaries.

The government has also cut subsidies to ailing public sector businesses.
Further cuts, and privatizations, are expected, although resistance by labor
unions and other interest groups may hinder this process. Continuing the reform
process, recent budgets have implemented tax cuts for the corporate sector and
reductions in import duties. In sum, the government's new policies seek to
expand opportunities for entrepreneurship in India.

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

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF COMPANIES IN INDIA AND SURROUNDING COUNTRIES OF THE INDIAN
SUBCONTINENT. A company will be considered to be in India or another country if
it is domiciled or has significant operations in that country. The Portfolio
will, under normal market conditions, invest at least 65% of its total assets in
such securities ("Greater India investments") and at least 50% of its total
assets in equity securities of Indian companies. Substantially all of the
Portfolio's assets, however, will normally be invested in equity
securities,warrants and options on equity securities and indices. Greater India
investments are typically listed on stock exchanges or traded in the
over-the-counter markets in countries of the Indian subcontinent, but also
include securities traded in markets outside these countries, including
securities trading in the form of Global Depositary Receipts and American
Depositary Receipts.

<PAGE>

investors in markets that restrict ownership by foreign investors to certain
classes of equity securities; convertible preferred stocks; and other
convertible instruments. The convertible instruments in which the Portfolio will
invest will generally not be rated, but will typically be equivalent in credit
quality to securities rated below investment grade (i.e., credit quality
equivalent to lower than Baa by Moody's Investors Service, Inc. or lower than
BBB by Standard & Poor's Ratings Group). Convertible debt securities that are
not investment grade are commonly called "junk bonds" and have risks similar to
equity securities; they have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade debt
securities. Such debt securities will not exceed 20% of total assets.

INVESTING IN FOREIGN SECURITIES. Investing in securities issued by foreign
companies and governments involves considerations and possible risks not
typically associated with investing in securities issued by the U.S. Government
and domestic corporations. The values of foreign investments are affected by
changes in currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Because investment in Greater
India investments will usually involve currencies of foreign countries, the
value of the assets of the Portfolio as measured in U.S. dollars may be
adversely affected by changes in foreign currency exchange rates. Such rates may
fluctuate significantly over short periods of time causing the Portfolio's net
asset value to fluctuate as well. Costs are incurred in connection with
conversions between various currencies. In addition, foreign brokerage
commissions and other costs of investing are generally higher than in the United
States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than in the United States. Investments
in foreign issuers could be adversely affected by other factors not present in
the United States, including expropriation, confiscatory taxation, lack of
uniform accounting and auditing standards and potential difficulties in
enforcing contractual obligations.

<PAGE>

prices at which the Portfolio may acquire investments may be affected by trading
by persons with material non-public information and by securities transactions
by brokers in anticipation of transactions by the Portfolio in particular
securities. The securities markets in the region are susceptible to being
influenced by large investors trading significant blocks of securities.
Similarly, volume and liquidity in the bond markets in these countries are less
than in the United States and, at times, price volatility can be greater than in
the United States. The limited liquidity of these securities markets may also
affect the Portfolio's ability to acquire or dispose of securities at the price
and time it wishes to do so.

Settlement of securities transactions in the Indian subcontinent may be delayed
and is generally less frequent than in the United States, which could affect the
liquidity of the Portfolio's assets. In addition, disruptions due to work
stoppages and trading improprieties in these securities markets have caused such
markets to close. If extended closings were to occur in stock markets where the
Portfolio was heavily invested, the Fund's ability to redeem Fund shares could
become correspondingly impaired. To mitigate these risks, the Portfolio may
maintain a higher cash position than it otherwise would, thereby possibly
diluting its return, or the Portfolio may have to sell more liquid securities
that it would not otherwise choose to sell. In some cases, the Portfolio may
find it necessary or desirable to borrow funds on a short-term basis, within the
limits of the Investment Company Act of 1940 (the "1940 Act"), to help meet
redemption requests. Such borrowings would result in increased expense to the
Fund. The Fund may suspend redemption privileges or postpone the date of payment
for more than seven days after a redemption order is received under certain
circumstances. See "How to Redeem Fund Shares".

INVESTMENT CONTROLS. Foreign investment in the securities of issuers in Greater
India countries is usually restricted or controlled to some degree. In India,
FIIs may predominately invest in exchange-traded securities (and securities to
be listed, or those approved on the over-the-counter exchange of India) subject
to the conditions specified in the Guidelines for Direct Foreign Investment by
FIIs in India, (the "Guidelines") published in a Press Note dated September 14,
1992, issued by the Government of India, Ministry of Finance, Investment
Division. FIIs have to apply for registration to the Securities and Exchange
Board of India ("SEBI") and to the Reserve Bank of India for permission to trade
in Indian securities. The Guidelines require SEBI to take into account the track
record of the FII, its professional competence, financial soundness, experience
and other relevant criteria. SEBI must also be satisfied that suitable custodial
arrangements are in place for the Indian securities. The Adviser is a registered
FII and the inclusion of the Portfolio in the Adviser's registration was
approved by SEBI. FIIs are required to observe certain investment restrictions,
including an account ownership ceiling of 5% of the total issued share capital
of any one company. In addition, the shareholdings of all registered FIIs,
together with the shareholdings of non-resident Indian individuals and foreign
bodies corporate substantially owned by non-resident Indians, may not exceed 24%
of the issued share capital of any one company. Only registered FIIs and
non-Indian mutual funds that comply with certain statutory conditions may make
direct portfolio investments in exchange-traded Indian securities. Income, gains
and initial capital with respect to such investments are freely repatriable,
subject to payment of applicable Indian taxes. See "Regional Taxes".

In Pakistan, the Portfolio may invest in the shares of issuers listed on any of
the stock exchanges in the country provided that the purchase price as certified
by a local stock exchange broker is paid in foreign exchange transferred into
Pakistan through a commercial bank and, in the case of an off-exchange sale of
listed shares, that the sale price is not less than the price quoted on any of
the local stock exchanges on the date of the sale. In addition, the issuer's
shares held by the Portfolio must be registered with the State Bank of Pakistan
for purposes of repatriation of income, gains and initial capital. The Portfolio
may also invest in

<PAGE>

the shares of unlisted and closely-held manufacturing companies provided that
the sale price is certified by a Pakistani chartered accountant to be not less
than the break-up value of the shares, and is paid in foreign exchange
transferred into Pakistan through a commercial bank. If local procedures are
complied with, income, gains and initial capital are freely repatriable after
payment of any applicable Pakistani withholding taxes. In Sri Lanka, the
Portfolio may invest in the shares of exchange-listed issuers, subject to
certain limitations for specific sectors of the economy.

GREATER INDIA COUNTRY CONSIDERATIONS. Political and economic structures in India
and other countries of the Indian subcontinent generally lack the social,
political and economic stability characteristic of the United States.
Governmental actions can have a significant effect on the economic conditions in
such countries, which could adversely affect the value and liquidity of the
Portfolio's investments. ALTHOUGH THE GOVERNMENTS OF INDIA, PAKISTAN AND SRI
LANKA HAVE RECENTLY BEGUN TO INSTITUTE ECONOMIC REFORM POLICIES, THERE CAN BE NO
ASSURANCE THAT THEY WILL CONTINUE TO PURSUE SUCH POLICIES OR, IF THEY DO, THAT
SUCH POLICIES WILL SUCCEED. Such countries have in the past failed to recognize
private property rights and have at times nationalized or expropriated the
assets of private companies.

<PAGE>

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

UNLISTED SECURITIES. The Portfolio may invest up to 15% of its net assets in
securities of companies that are neither listed on a stock exchange nor traded
over the counter. Unlisted securities may include new and early stage companies,
which may involve a high degree of business and financial risk that can result
in substantial losses and may be considered speculative. Such securities will
generally be deemed to be illiquid. Because of the absence of any public trading
market for these investments, the Portfolio may take longer to liquidate these
positions than would be the case for publicly traded securities. Although these
securities may be resold in privately negotiated transactions, the prices
realized from these sales could be less than those originally paid by the
Portfolio or less than what may be considered the fair value of such securities.
Furthermore, issuers whose securities are not publicly traded may not be subject
to public disclosure and other investor protection requirements applicable to
publicly traded securities. If such securities are required to be registered
under the securities laws of one or more jurisdictions before being resold, the
Portfolio may be required to bear the expenses of registration. In addition, any
capital gains realized on the sale of such securities may be subject to higher
rates of taxation than taxes payable on the sale of listed securities.

DERIVATIVE INSTRUMENTS. The Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return (which may be
considered speculative), to hedge against fluctuations in securities prices,
interest rates or currency exchange rates, or as a substitute for the purchase
or sale of securities or currencies. The Portfolio's transactions in derivative
instruments may be in the U.S. or abroad and may include the purchase or sale of
futures contracts on securities, securities indices, other indices, other
financial instruments or currencies; options on futures contracts;
exchange-traded and over-the-counter options on securities, indices or
currencies; and forward foreign currency exchange contracts. The Portfolio's
transactions in derivative instruments involve a risk of loss or depreciation
due to: unanticipated adverse changes in securities prices, interest rates, the
other financial instruments' prices or currency exchange rates, the inability to
close out a position; or default by the counterparty; imperfect correlation
between a position and the desired hedge; tax constraints on closing out
positions; and portfolio management constraints on securities subject to such
transactions. The loss on derivative instruments (other than purchased options)
may substantially exceed the Portfolio's initial investment in these
instruments. In addition, the Portfolio may lose the entire premium paid for
purchased options that expire before they can be profitably exercised by the
Portfolio. The Portfolio incurs transaction costs in opening and closing
positions in derivative instruments. There can be no assurance that the
Adviser's use of derivative instruments will be advantageous to the Portfolio.

<PAGE>

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

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

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

<PAGE>

objectives different from the objectives which an investor considered
appropriate at the time the investor became a shareholder in the Fund.

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i) may
purchase any securities if, at the time of such purchase, permitted borrowings
exceed 5% of the value of its total assets, or (ii) may invest more than 15% of
its net assets in over-the-counter options, repurchase agreements maturing in
more than seven days and other illiquid securities. Nevertheless, the Portfolio
may temporarily borrow up to 5% of the value of its total assets to satisfy
redemption requests or settle securities transactions. The Portfolio may lend
portfolio securities and engage in repurchase agreements and reverse repurchase
agreements but the Adviser has no current intention to do so.

Under the 1940 Act and the rules promulgated thereunder, the Portfolio's
investments in the securities of any company that, in its most recent fiscal
year, derived more than 15% of its gross revenues from securities-related
activities is limited to 5% of any class of the issuer's equity securities and
10% of the outstanding principal amount of the issuer's debt securities,
provided that the Portfolio's aggregate investments in the securities of any
such issuer does not exceed 5% of the Portfolio's total assets. Some of the
companies available for investment in India and the Indian subcontinent,
including enterprises being privatized by such countries, may be financial
services businesses that engage in securities-related activities. The
Portfolio's ability to invest in such enterprises may thus be limited.

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MARCH 27, 1989, AS AMENDED, AS THE SUCCESSOR TO A
MASSACHUSETTS CORPORATION WHICH COMMENCED ITS INVESTMENT COMPANY OPERATIONS IN
1968. THE TRUST IS A MUTUAL FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY.
The Trustees of the Trust are responsible for the overall management and
supervision of its affairs. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series (such as the
Fund). Each share represents an equal proportionate beneficial interest in the
Fund. When issued and outstanding, the shares are fully paid and nonassessable
by the Trust and redeemable as described under "How to Redeem Fund Shares."
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted proportionately. Shares have no preemptive or conversion
rights and are freely transferable. In the event of the liquidation of the Fund,
shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to shareholders.

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing its assets in an interest in the Portfolio,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash). 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,

<PAGE>

policies and restrictions of the Portfolio, see "The Fund's Investment
Objective" and "Investment Policies and Risks." Further information regarding
investment practices may be found in the Statement of Additional Information.

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the best
interest of the Fund to do so. The investment objective and the nonfundamental
investment policies of the Fund and the Portfolio may be changed by the Trustees
of the Trust and the Portfolio without obtaining the approval of the
shareholders of the Fund or the investors in the Portfolio, as the case may be.
Any such change of the investment 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. In the event the Fund withdraws all of its assets
from the Portfolio, or the Board of Trustees of the Trust determines that the
investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, such Trustees would consider what action might
be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objective. The Fund's investment performance
may be affected by a withdrawal of all its assets from the Portfolio.

One independent Trustee of the Portfolio currently serves as a Trustee of the
Trust. The Trustees of the Trust, including a majority of the noninterested
Trustees, have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the Fund
and the Portfolio, and it is possible that

<PAGE>

the creation of separate Boards may be considered. For further information
concerning the Trustees and officers of the Trust and the Portfolio, see the
Statement of Additional Information.

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

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages Pacific Basin and
Asian portfolios for both private clients and institutional investors seeking
long-term capital growth. LGM's core investment team consists of nine
experienced investment professionals, based in Hong Kong, who have worked
together over a number of years successfully managing client portfolios in
Pacific Basin and Asian stock markets. LGM also has offices in Bombay, India and
London, England. The team has a unique knowledge of, and experience with,
Pacific Basin and Asian emerging markets. The Adviser is registered as a FII
with the Securities and Exchange Board of India. LGM is ultimately controlled by
the Hon. Robert J.D. Lloyd George, President and Trustee of the Portfolio and
Chairman and Chief Executive Officer of the Adviser. LGM's only activity is
portfolio management.

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman. Born in London in 1952 and
educated at Eton College, where he was a King's Scholar, and at Oxford
University. Prior to founding LGM, Mr. Lloyd George was Managing Director of
Indosuez Asia Investment Services Ltd. Much of this growth was based on the
successful launch of such products as the Asian Growth Fund (1984), the Pacific
Gold Fund (1986), the Siam Fund (1988), the Malacca Fund (1989), the Manila Fund
(1989) and the Himalayan Fund (1990). Previously, he spent four years with the
Fiduciary Trust Company of New York researching international securities, in the
United States and Europe, for the United Nations Pension Fund. Mr. Lloyd George
is the author of numerous published articles and three books -- "A Guide to
Asian Stock Markets" (Longmans, Hong Kong, 1989), "The East West Pendulum"
(Woodhead-Faulkner, Cambridge, 1991) and "North South -- an Emerging Markets
Handbook" (Probus, England, 1994).

<PAGE>

BIDARE NARAYANRAO MANJUNATH. Chief Representative, India. Born in 1958 and
educated at Birla Institute of Technology and Science where he received a
Masters Degree, Mr. Manjunath joined Canara Bank in 1982 where he worked in the
economic research department before joining its mutual fund division in 1987. In
1992, Mr. Manjunath joined Credit Capital Finance Corporation Ltd. where he
served as Associate Vice President before becoming Lloyd George Management's
Chief Representative, India in 1993. Mr. Manjunath was involved in the
investment process for both the Himalayan Fund and the LG India Fund, which he
co-manages.

ADALINE MANG-YEE KO. Director. Born in 1943 and educated at University of
Birmingham, England and at London Business School where she received her MBA.
Ms. Ko has over 13 years experience working with Far East Asian equities. From
1982-1988, she worked at Save & Prosper Ltd. as an investment manager. In 1988,
Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was promoted to
Director of Fleming Investment Management Ltd. In 1992, she was promoted to Head
of the Pacific Region Portfolios Group where she supervised a team of 5 with
responsibility for over $1.5 billion in assets under management. Ms. Ko joined
LGM in 1995.

Eaton Vance, acting under the general supervision of the Boards of Trustees of
the Trust and the Portfolio, Eaton Vance manages and administers the business
affairs of the Fund and the Portfolio. Eaton Vance's services include monitoring
and

<PAGE>

providing reports to the Trustees of the Trust and the Portfolio concerning the
investment performance achieved by the Adviser for the Portfolio, recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of the transfer agent of the Fund
and the custodian of the Portfolio, providing assistance in connection with
Trustees' and shareholders' meetings and other management and administrative
services necessary to conduct the business of the Fund and the Portfolio. Eaton
Vance does not provide any investment management or advisory services to the
Portfolio or the Fund. Eaton Vance also furnishes for the use of the Fund and
the Portfolio office space and all necessary office facilities,equipment and
personnel for managing and administering the business affairs of the Fund and
the Portfolio.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------

IN ADDITION TO MANAGEMENT FEES AND OTHER EXPENSES, THE FUND PAYS FOR CERTAIN
EXPENSES PURSUANT TO A DISTRIBUTION PLAN (THE "PLAN") DESIGNED TO MEET THE
REQUIREMENTS OF RULE 12B-1 UNDER THE 1940 ACT. The Plan provides that the Fund
will pay a monthly distribution fee to the Principal Underwriter in an amount
equal to the aggregate of (a) .50% of that portion of the Fund's average daily
net assets for any fiscal year which is attributable to shares of the Fund which
have remained outstanding for less than one year and (b) .25% of that portion of
the Fund's average daily net assets for any fiscal year which is attributable to
shares of the Fund which have remained outstanding for more than one year.
Aggregate payments to the Principal Underwriter under the Plan are limited to
those permissible pursuant to a rule of the National Association of Securities
Dealers, Inc. For the fiscal year ended December 31, 1995, the Fund paid
distribution fees under the Plan to the Principal Underwriter representing 0.46%
of the Fund's average daily net assets for such year.

The Plan also provides that the Fund will pay a quarterly service fee to the
Principal Underwriter in an amount equal on an annual basis to .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year; from such service fee the Principal Underwriter expects to pay a
quarterly service fee to financial service firms ("Authorized Firms"), as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by Authorized Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter not to exceed on an annual basis .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. Service fee payments by the Principal Underwriter to Authorized Firms
will be in addition to sales charges on Fund shares which are reallowed to
Authorized Firms. To the extent that the entire amount of such service fee
payments are not paid to Authorized Firms, the balance will serve as
compensation for personal and account maintenance services furnished by the
Principal Underwriter. The Principal Underwriter may realize a profit from these
arrangements. If the Plan is terminated or not continued in effect, the Fund has
no obligation to reimburse the Principal Underwriter for amounts expended by the
Principal Underwriter in distributing shares of the Fund. For the fiscal year
ended December 31, 1995, the Fund made service fee payments under the Plan
equivalent to 0.04% of the Fund's average daily net assets for such year.

<PAGE>

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per share and the public offering price based
thereon. It is the Authorized Firms' responsibility to transmit orders promptly
to the Principal Underwriter, which is a wholly-owned subsidiary of Eaton Vance.

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) based
on market or fair value in the manner authorized by the Trustees of the
Portfolio. Exchange listed securities generally are valued at closing prices.
Net asset value is computed by subtracting the liabilities of the Portfolio from
the value of its total assets. For further information regarding the valuation
of the Portfolio's assets, see "Determination of Net Asset Value" in the
Statement of Additional Information.
- --------------------------------------------------------------------------------

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

The current sales charges and dealer commissions are:

* No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 0.50% will be
imposed on such investments, (as described below) in the event of certain
redemption

<PAGE>

transactions within 12 months of purchase. Such purchases made before
November 9, 1995 will be subject to a CDSC of 1% in the event of certain
redemptions within 18 months of purchase.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Manager, in exchange for Fund
shares at the applicable public offering price as shown above. The minimum value
of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold on the day of their receipt or as soon
thereafter as possible. The number of Fund shares to be issued in exchange for
securities will be the aggregate proceeds from the sale of such securities,
divided by the applicable public offering price per Fund share on the day such
proceeds are received. Eaton Vance will use reasonable efforts to obtain the
then current market price for such securities; but does not guarantee the best
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

<PAGE>

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Greater India Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Traditional Greater India Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

<PAGE>

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 Commission and
acceptable to First Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above and reduced by the
amount of any federal income tax required to be withheld. Although the Fund
normally expects to make payment in cash for redeemed shares, the Trust, subject
to compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund from
the Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.

Due to the high cost of maintaining small accounts, the Fund reserves the right
to redeem accounts with balances of less than $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. However, no such redemption would be required if the cause of the low
account balance was a reduction in the net asset value of Fund shares.

If shares have been purchased at net asset value with no initial sales charge by
virtue of the purchase having been in the amount of $1 million or more and are
redeemed within 12 months of purchase, a CDSC of 0.50% will be imposed on such
redemption. (Such purchases made before November 9, 1995 will be subject to a
CDSC of 1% in the event of certain redemptions made within 18 months of
purchase). The CDSC will be retained by the Principal Underwriter. The CDSC will
be imposed on an amount equal to the lesser of the current market value or the
original purchase price of the shares redeemed. Accordingly, no CDSC will be
imposed on increases in account value above the initial purchase price,
including any distributions that have been reinvested in additional shares. In
determining whether a CDSC is applicable to a redemption, the calculation will
be made in a manner that results in the lowest possible rate being charged. It
will be assumed that redemptions are made first from any shares in the
shareholder's account that are not subject to a CDSC.

The CDSC is waived for redemptions involving certain liquidation, merger or
acquisition transactions involving other investment companies. No initial sales
charge or CDSC will be imposed on Fund shares purchased by qualified retirement
plans. If a shareholder reinvests redemption proceeds within the 60-day period
and in accordance with the conditions set forth under "Eaton Vance Shareholder
Services -- Reinvestment Privilege," the shareholder's account will be credited
with the amount of any CDSC paid on such redeemed shares.

REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------

<PAGE>

Fund will furnish all shareholders with information necessary for preparing
federal and state tax returns. Consistent with applicable law, duplicate
mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.

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

Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. (Under certain investment plans, statements may
be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT PERMITS A SHAREHOLDER TO
MAKE ADDITIONAL INVESTMENTS BY SENDING A CHECK FOR $50 OR MORE to First Data
Investor Services Group.

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

<PAGE>

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

Shares of the Fund currently may be exchanged for shares of any of the following
funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of Boston,
Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves and any fund
in the Eaton Vance Traditional Group of Funds on the basis of the net asset
value per share of each fund at the time of the exchange (plus, in the case of
an exchange made within six months of the date of purchase of shares subject to
an initial sales charge, an amount equal to the difference, if any, between the
sales charge previously paid on the shares being exchanged and the sales charge
payable on the shares being acquired). Such exchange offers are available only
in states where shares of the fund being acquired may be legally sold.

Shares of the Fund which are subject to a CDSC may be exchanged into any of the
above funds without incurring the CDSC. The shares acquired in an exchange may
be subject to a CDSC upon redemption. For purposes of computing the CDSC payable
upon the redemption of shares acquired in an exchange, the holding period of the
original shares is added to the holding period of the shares acquired in the
exchange.

Telephone exchanges are accepted by First Data Investor Services Group provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group at 800-262-1122
or, within Massachusetts 617-573-9403, Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Fund, the Principal Underwriter nor First Data Investor
Services Group will be responsible for the authenticity of exchange instructions
received by telephone, provided that reasonable procedures to confirm that
instructions communicated are genuine have been followed. Telephone instructions
will be tape recorded. In times of drastic economic or market changes, a
telephone exchange may be difficult to implement. An exchange may result in a
taxable gain or loss.

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

<PAGE>

Authorized Firms or the Principal Underwriter. The cost of administering such
services for the benefit of shareholders who participate in them is borne by the
Fund as an expense to all shareholders.

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Greater India Fund may be mailed directly to First Data Investor
Services Group, 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.

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

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares
may reinvest at net asset value any portion or all of the repurchase or
redemption proceeds (plus that amount necessary to acquire a fractional share to
round off the purchase to the nearest full share) in shares of the Fund, or,
provided that the shares repurchased or redeemed have been held for at least 60
days, in shares of any of the other funds offered by the Principal Underwriter
subject to an initial sales charge, provided that the reinvestment is effected
within 60 days after such repurchase or redemption and the privilege has not
been used more than once in the prior 12 months. Shares are sold to a
reinvesting shareholder at the next determined net asset value following timely
receipt of a written purchase order by the Principal Underwriter or by the fund
the shares of which are being purchased (or by such fund's transfer agent). The
privilege is also available to shareholders of the funds listed under "The Eaton
Vance Exchange Privilege" who wish to reinvest such redemption or repurchase
proceeds in shares of the Fund. If a shareholder reinvests redemption proceeds
within the 60-day period the shareholder's account will be credited with the
amount of any CDSC paid on such redeemed shares. To the extent that any shares
of the Fund are sold at a loss and the proceeds are reinvested in shares of the
Fund (or other shares of the Fund are acquired within the period beginning 30
days before and ending 30 days after the date of the redemption) some or all of
the loss generally will not be allowed as a tax deduction. Shareholders should
consult their tax advisers concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase in
connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and nonprofit 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 nonprofit organizations meeting certain
requirements of the Code.

<PAGE>

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

Shareholders may reinvest all distributions in shares of the Fund without a
sales charge at the net asset value per share as of the close of business on the
record date.

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

<PAGE>

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. THE
FUND'S AVERAGE ANNUAL TOTAL RETURN IS DETERMINED BY MULTIPLYING A HYPOTHETICAL
INITIAL PURCHASE OF $1,000 BY THE AVERAGE ANNUAL COMPOUNDED RATE OF RETURN
(INCLUDING CAPITAL APPRECIATION/ DEPRECIATION, AND DISTRIBUTIONS PAID AND
REINVESTED) FOR THE STATED PERIOD AND ANNUALIZING THE RESULT. The average annual
total return calculation assumes the maximum sales charge is deducted from the
initial $1,000 purchase order and that all distributions are reinvested at net
asset value on the reinvestment dates during the period. The Fund may also
publish annual and cumulative total return figures from time to time. The Fund
may use such total return figures, together with comparisons with the Consumer
Price Index, various domestic and foreign securities indices and performance
studies prepared by independent organizations, in advertisements and in
information furnished to present or prospective shareholders.

<PAGE>

SPONSOR AND MANAGER OF EV TRADITIONAL
GREATER INDIA FUND
Administrator of South Asia Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110

ADVISER OF SOUTH ASIA PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800)225-6265

CUSTODIAN
Investors Bank & Trust Company
89 South Street
Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV TRADITIONAL GREATER INDIA FUND
24 FEDERAL STREET
BOSTON, MA 02110

EV TRADITIONAL [LOGO]

GREATER INDIA

FUND

PROSPECTUS

MAY 1, 1996
M-GIP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV CLASSIC
INVESTORS FUND
- ------------------------------------------------------------------------------

EV CLASSIC INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO PROVIDE
CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS ASSETS IN
INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT
COMPANY HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER THAN BY
DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH
HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE
SPECIAL INVESTMENT TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated May 1, 1996 for the Fund, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement of
Additional Information is available without charge from the Fund's principal
underwriter, Eaton Vance Distributors, Inc. (the "Principal Underwriter"), 24
Federal Street, Boston, MA 02110 (telephone (800) 225-6265). The Portfolio's
investment adviser is Boston Management and Research (the "Investment
Adviser"), a wholly-owned subsidiary of Eaton Vance Management, and Eaton
Vance Management is the administrator (the "Administrator") of the Fund. The
offices of the Investment Adviser and the Administrator are located at 24
Federal Street, Boston, MA 02110.

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

Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................ 9
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 10
The Fund's Investment Objectives ...................... 4 Reports to Shareholders ........................... 11
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 12
Organization of the Fund and the Portfolio ........... 5 The Eaton Vance Exchange Privilege ........... 12
Management of the Fund and the Portfolio .............. 7 Eaton Vance Shareholder Services .................. 13
Distribution Plan ..................................... 7 Distributions and Taxes ........................... 14
Valuing Fund Shares ................................... 9 Performance Information ........................... 15
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1996

<PAGE>
<TABLE>
SHAREHOLDER AND FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
-------------------------------------------------------------------------------------------------------
<S> <C>
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Contingent Deferred Sales Charge Imposed on Redemptions During the First Year (as
a percentage of redemption proceeds exclusive of all reinvestments and capital
appreciation in the account) 1.00%

NOTES:
The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its annualized expenses for the eleven month period
ended December 31, 1995. Absent an allocation of expenses to the
Administrator, Other Expenses would have been 1.965% and Total Operating
Expenses would have been 3.59%.

The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual
annual return will vary. For further information regarding the expenses of
both the Fund and the Portfolio see "The Fund's Financial Highlights",
"Organization of the Fund and the Portfolio", "Management of the Fund and the
Portfolio" and "How to Redeem Fund Shares". A long-term shareholder in the
Fund may pay more than the economic equivalent of the maximum front-end sales
charge permitted by a rule of the National Association of Securities Dealers,
Inc. See "Distribution Plan".

No contingent deferred sales charge is imposed on (a) shares purchased more
than one year prior to redemption, (b) shares acquired through the
reinvestment of distributions or (c) any appreciation in value of other shares
in the account (see "How to Redeem Fund Shares"), and no such charge is
imposed on exchanges of Fund shares for shares of one or more other funds
listed under "The Eaton Vance Exchange Privilege". In the Example above,
expenses would be $10 less in the first year if there was no redemption.

Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and others may do so in the future. See
"Organization of the Fund and the Portfolio".
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Fund's annual report to shareholders
which is incorporated by reference into the Statement of Additional
Information in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing. Further
information regarding the performance of the Fund is contained in its annual
report to shareholders which may be obtained without charge by contacting the
Principal Underwriter.
- --------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
YEAR ENDED ----------------------
DECEMBER 31, 1995** 1995 1994***
------------------- ---- -------

NET ASSET VALUE -- Beginning of year $ 9.610 $10.460 $10.000
------- ------- -------
Income (loss) from operations:
Net investment income $ 0.135 $ 0.215 $ 0.025
Net realized and unrealized
gain (loss) on investments 2.240 (0.810) 0.435
------- ------- -------
Total income (loss) from
operations $ 2.375 $(0.595) $ 0.460
------- ------- -------
Less distributions:
From net investment income $(0.128) $(0.166) --
In excess of net investment
income(3) -- (0.074) --
From realized gain on
investment transactions (0.117) (0.002) --
From paid-in capital -- (0.013) --
------- ------- -------
Total distributions $(0.245) $(0.255) --
------- ------- -------
NET ASSET VALUE -- End of year $11.740 $ 9.610 $10.460
======= ======= =======

TOTAL RETURN(1) 24.94% (5.71)% 4.60%

RATIOS/SUPPLEMENTAL DATA (to
average daily net assets):*
Expenses(2) 3.27%+ 3.23% 1.68%+
Net investment income 1.21%+ 1.49% 1.81%+

NET ASSETS, END OF YEAR (000's omitted) $6,566 $2,073 $ 664

*The expenses related to the operation of the Fund reflect an allocation of
expenses to the Administrator or an assumption of expenses by the Investment
Adviser. Had such action not been taken, the ratios would have been as
follows:

Ratios (to average daily net assets):
Expenses(2) 3.59%+ 5.55% 4.97%+
Net investment income (loss) 0.90%+ (0.83)% (1.46)%+

(1)Total return is calculated assuming a purchase at the net asset value on the
first day and a sale at the net asset value on the last day of each period
reported. Distributions, if any, are assumed to be reinvested at the net
asset value on the record date. Total return is not computed on an annualized
basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
(3)The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distribution by Investment Companies. The SOP requires that
differences in the recognition or classification of income between the
financial statements and tax earnings and profits that result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains.
**For the eleven month period ended December 31, 1995.
***For the period from the start of business, November 2, 1993, to January 31,
1994.
+Computed on an annualized basis.

<PAGE>

THE FUND'S INVESTMENT OBJECTIVES
- ------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND LONG-TERM
GROWTH OF CAPITAL. The Fund currently seeks to meet its investment objectives
by investing its assets in Investors Portfolio (the "Portfolio"), a separate
registered investment company which has the same investment objectives and
policies as the Fund. This investment structure is commonly referred to as a
"master/feeder" structure. The Portfolio's management will place emphasis on
equity securities considered to be of high or improving quality. Investments
will also be made in fixed-income securities such as preferred stocks, bonds,
debentures, notes or money market instruments in order to maintain a
reasonable level of current income, preserve capital or create a buying
reserve. The investment objectives of the Fund may be changed by the Trustees
without a vote of shareholders; as a matter of policy, the Trustees would not
materially change the investment objectives of the Fund without shareholder
approval.

INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------
IT IS THE PORTFOLIO'S CURRENT POLICY THAT INVESTMENTS IN EQUITY SECURITIES
WILL GENERALLY NOT EXCEED 75% NOR BE LESS THAN 25% OF THE PORTFOLIO'S NET
ASSETS. The policy of the Portfolio is to invest in a broadly diversified list
of seasoned securities representing a number of different industries. It is
the policy of the Portfolio not to concentrate its investments in any
particular industry or group of industries. Electric utility companies, gas
utility companies, natural gas producing companies, transmission companies,
telephone companies and water works companies will for the purpose of this
policy be considered separate industries. The Portfolio may not invest more
than 25% of the value of its total assets at the time of acquisition in any
one industry, with public utility companies, as segregated above, being
considered separate industries. The policies set forth in this paragraph are
fundamental policies of both the Fund and the Portfolio and may not be changed
unless authorized by a vote of the shareholders of the Fund or the investors
in the Portfolio, as the case may be.

The Portfolio may invest in various kinds and types of debt securities from
time to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations and various other mortgage-backed
securities, and other types of asset-backed obligations and collateralized
securities. The Portfolio may also invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less
of its assets. In addition, the Portfolio may temporarily borrow up to 5% of
the value of its total assets to satisfy redemption requests or settle
securities transactions.

The Portfolio may invest in securities issued by foreign companies (including
American Depository Receipts and Global Depository Receipts). Such investments
may be subject to various risks such as fluctuations in currency and exchange
rates, foreign taxes, social, political and economic conditions in the
countries in which such companies operate, and changes in governmental,
economic or monetary policies both here and abroad. There may be less publicly
available information about a foreign company than about a comparable domestic
company. Since the securities markets in many foreign countries are not as
developed as those in the United States, the securities of many foreign
companies are less liquid and their prices are more volatile than securities
of comparable domestic companies. In order to hedge against possible
variations in foreign exchange rates pending the settlement of foreign
securities transactions, the Portfolio may buy or sell foreign currencies or
may enter into forward foreign currency exchange contracts to purchase or sell
a specified currency at a specified price and future date. As of March 29,
1996, the Portfolio had 8.6% of its net assets invested in securities issued
by foreign companies.

The Portfolio may purchase and sell exchange-traded futures contracts on stock
indices and options thereon to hedge against fluctuations in securities prices
or as a substitute for the purchase or sale of securities. Such transactions
involve a risk of loss or depreciation due to unanticipated adverse changes in
securities prices, which may exceed the Portfolio's initial investment in
these contracts. Futures contracts involve transaction costs. To the extent
that the Portfolio enters into futures contracts and options thereon traded on
an exchange regulated by the Commodity Futures Trading Commission (the
"CFTC"), in each case that are not for bona fide hedging purposes (as defined
by the CFTC), the aggregate initial margin and premiums required to establish
these positions (excluding the amount by which options are "in-the-money") may
not exceed 5% of the liquidation value of the Portfolio's investments, after
taking into account unrealized profits and unrealized losses on any contracts
the Portfolio has entered into. There can be no assurance that the Investment
Adviser's use of stock index futures will be advantageous to the Portfolio.

The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder or
an investor vote, respectively. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objectives and policies
of the Fund and the Portfolio are not fundamental policies and accordingly may
be changed by the Trustees of the Trust and the Portfolio without obtaining
the approval of the Fund's shareholders or the investors in the Portfolio, as
the case may be. If any changes were made in the Fund's investment objectives,
the Fund might have investment objectives different from the objectives which
an investor considered appropriate at the time the investor became a
shareholder of the Fund.

THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM, AND
PROSPECTIVE INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES AND OTHER
INVESTMENTS WHEN CONSIDERING THE PURCHASE OF FUND SHARES. THE FUND CANNOT
ELIMINATE RISK OR ASSURE ACHIEVEMENT OF ITS OBJECTIVES.

ORGANIZATION OF THE FUND AND THE PORTFOLIO
- ------------------------------------------------------------------------------
THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MARCH 27, 1989, AS AMENDED. THE TRUST IS A MUTUAL
FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY. The Trustees of the Trust
are responsible for the overall management and supervision of its affairs. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Fund). Each share
represents an equal proportionate beneficial interest in the Fund. When issued
and outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Fund Shares." Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

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

The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of the Fund in the Portfolio, as well as the advantages
and disadvantages of the two-tier format. The Trustees believe that the
structure offers opportunities for substantial growth in the assets of the
Portfolio, and affords the potential for economies of scale for the Fund, at
least when the assets of the Portfolio exceed $300 million.

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objectives and the
nonfundamental investment policies of the Fund and the Portfolio may be
changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the shareholders of the Fund or the investors in the Portfolio, as
the case may be. Any such change of the investment objectives will be preceded
by thirty days' advance written notice to the shareholders of the Fund or the
investors in the Portfolio, as the case may be. If a shareholder redeems
shares because of a change in the nonfundamental objectives or policies of the
Fund, those shares may be subject to a contingent deferred sales charge, as
described in "How to Redeem Fund Shares." In the event the Fund withdraws all
of its assets from the Portfolio, or the Board of Trustees of the Trust
determines that the investment objectives of the Portfolio are no longer
consistent with the investment objectives of the Fund, such Trustees would
consider what action might be taken, including investing the assets of the
Fund in another pooled investment entity or retaining an investment adviser to
manage the Fund's assets in accordance with its investment objectives. The
Fund's investment performance may be affected by a withdrawal of all its
assets from the Portfolio.

Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc.
(the "Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110,
(617) 482-8260. Smaller investors in the Portfolio may be adversely affected
by the actions of a larger investor 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 1992, the Administrator sponsored and advised historically structured
funds. Funds which invest all their assets in interests in a separate
investment company are a relatively new development in the mutual fund
industry and, therefore, the Fund may be subject to additional regulations
than historically structured funds.

The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.
Whenever the Fund as an investor in the Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. The Fund shall vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.

The Trustees of the Trust, including a majority of the noninterested Trustees,
have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the
Fund and the Portfolio, and it is possible that the creation of separate
Boards may be considered. For further information concerning the Trustees and
officers of the Trust and the Portfolio, see the Statement of Additional
Information.

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

Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. BMR also
furnishes for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. Under its investment advisory agreement with the Portfolio, BMR
receives a monthly advisory fee of 5/96 of 1% (equivalent to 0.625% annually)
of the average daily net assets of the Portfolio up to and including $300
million, and 1/24 of 1% (equivalent to 0.50% annually) of the average daily
net assets over $300 million. For the eleven months ended December 31, 1995,
the Portfolio paid BMR advisory fees equivalent to 0.625%, (annualized) of the
Portfolio's average daily net assets for such period.

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

Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.

BMR places the portfolio transactions of the Portfolio with many broker-dealer
firms and uses its best efforts to obtain execution of such transactions at
prices which are advantageous to the Portfolio and at reasonably competitive
commission rates. Subject to the foregoing, BMR may consider sales of shares
of the Fund or of other investment companies sponsored by BMR or Eaton Vance
as a factor in the selection of broker-dealer firms to execute portfolio
transactions.

The Trust has retained the services of Eaton Vance to act as Administrator of
the Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objectives of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives
no compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.

The Portfolio and the Fund, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
BMR under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by EVD under the distribution agreement.

DISTRIBUTION PLAN
- ------------------------------------------------------------------------------
THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE "1940 ACT"). Rule 12b-1 permits a mutual fund, such as the Fund, to
finance distribution activities and bear expenses associated with the
distribution of its shares provided that any payments made by the Fund are
made pursuant to a written plan adopted in accordance with the Rule. The Plan
is subject to and complies with the sales charge rule of the National
Association of Securities Dealers, Inc. (the "NASD Rule"). The Plan is
described further in the Statement of Additional Information, and the
following is a description of the salient features of the Plan. The Plan
provides that the Fund, subject to the NASD Rule, will pay sales commissions
and distribution fees to the Principal Underwriter only after and as a result
of the sale of shares of the Fund. On each sale of Fund shares (excluding
reinvestment of distributions) the Fund will pay the Principal Underwriter
amounts representing (i) sales commissions equal to 6.25% of the amount
received by the Fund for each share sold and (ii) distribution fees calculated
by applying the rate of 1% over the prime rate then reported in The Wall
Street Journal to the outstanding balance of Uncovered Distribution Charges
(as described below) of the Principal Underwriter. On sales of shares made
prior to January 30, 1995, the Principal Underwriter currently pays monthly
sales commissions to a financial service firm (an "Authorized Firm") in
amounts anticipated to be equivalent to .75%, annualized, of the assets
maintained in the Fund by the customers of such Firm. On sales of shares made
on January 30, 1995, and thereafter, the Principal Underwriter currently
expects to pay to an Authorized Firm (a) sales commissions (except on exchange
transactions and reinvestments) at the time of sale equal to .75% of the
purchase price of the shares sold by such Firm, and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of shares
sold by such Firm and remaining outstanding for at least one year. The Plan is
designed to permit an investor to purchase Fund shares through an Authorized
Firm without incurring an initial sales charge and at the same time permit
the Principal Underwriter to compensate Authorized Firms in connection with
the sale of Fund shares.

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

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid during any fiscal year, a high level of sales of Fund
shares during the initial years of the Fund's operations would cause a large
portion of the sales commissions attributable to a sale of Fund shares to be
accrued and paid by the Fund to the Principal Underwriter in fiscal years
subsequent to the year in which such shares were sold. This spreading of sales
commissions payments under the Plan over an extended period would result in
the incurrence and payment of increased distribution fees under the Plan.
During the eleven months ended December 31, 1995, the Fund paid or accrued
sales commissions under the Plan equivalent to .75% (annualized) of the Fund's
average daily net assets for such period. As at December 31, 1995, the
outstanding Uncovered Distribution Charges of the Principal Underwriter
calculated under the Plan amounted to approximately $675,295 (equivalent to
10.28% of the Fund's net assets on such day).

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
The Trustees of the Trust have initially implemented this provision of the
Plan by authorizing the Fund to make monthly service fee payments to the
Principal Underwriter in amounts not expected to exceed .25% of the Fund's
average daily net assets for any fiscal year. The Fund accrues the service fee
daily at the rate of 1/365 of .25% of the Fund's net assets. On sales of
shares made prior to January 30, 1995, the Principal Underwriter currently
makes monthly service fee payments to an Authorized Firm in amounts
anticipated to be equivalent to .25%, annualized, of the assets maintained in
the Fund by the customers of such Firm. On sales of shares made on January 30,
1995 and thereafter, the Principal Underwriter currently expects to pay to an
Authorized Firm (a) a service fee (except on exchange transactions and
reinvestments) at the time of sale equal to .25% of the purchase price of the
shares sold by such Firm, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of shares sold by such Firm and
remaining outstanding for at least one year. During the first year after a
purchase of Fund shares, the Principal Underwriter will retain the service fee
as reimbursement for the service fee payment made to the Authorized Firm at
the time of sale. As permitted by the NASD Rule, all service fee payments are
made for personal services and/or the maintenance of shareholder accounts.
Service fees are separate and distinct from the sales commissions and
distribution fees payable by the Fund to the Principal Underwriter, and as
such are not subject to automatic discontinuance when there are no outstanding
Uncovered Distribution Charges of the Principal Underwriter. For the eleven
months ended December 31, 1995, the Fund paid or accrued service fees under
the Plan equivalent to .25% (annualized) of the Fund's average daily net
assets for such period.

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

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

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

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) in
the manner authorized by the Trustees of the Portfolio. Net asset value is
computed by subtracting the liabilities of the Portfolio from the value of its
total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at the closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information.

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

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

In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is
$1,000 or more, the Fund may accept initial investments of less than $1,000 on
the part of an individual participant. In the event a shareholder who is a
participant of such a plan terminates participation in the plan, his or her
shares will be transferred to a regular individual account. However, such
account will be subject to the right of redemption by the Fund as described
under "How to Redeem Fund Shares."

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange
for Fund shares at their net asset value as determined above. The minimum
value of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold on the day of their receipt or as soon
thereafter as possible. The number of Fund shares to be issued in exchange for
securities will be the aggregate proceeds from the sale of such securities,
divided by the applicable net asset value per Fund share on the day such
proceeds are received. Eaton Vance will use reasonable efforts to obtain the
then current market price for such securities but does not guarantee the best
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Classic Investors Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Classic Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

HOW TO REDEEM FUND SHARES
- ------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based
on the net asset value per Fund share next computed after such delivery. Good
order means that all relevant documents must be endorsed by the record owner
(s) exactly as the shares are registered and the signature(s) must be
guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or
certain banks, savings and loan institutions, credit unions, securities
dealers, securities exchanges, clearing agencies and registered securities
associations as required by a regulation of the Securities and Exchange
Commission and acceptable to First Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the
amount of any applicable contingent deferred sales charges (described below)
and any federal income tax required to be withheld. Although the Fund normally
expects to make payment in cash for redeemed shares, the Trust, subject to
compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund
from the Portfolio. The securities so distributed would be valued pursuant to
the Portfolio's valuation procedures. If a shareholder received a distribution
in kind, the shareholder could incur brokerage or other charges in converting
the securities to cash.

To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It
is the Authorized Firm's responsibility to transmit promptly repurchase orders
to EVD. Throughout this Prospectus, the word "redemption" is generally meant
to include a repurchase.

If shares were recently purchased, the proceeds of redemption (or repurchase)
will not be sent until the check (including a certified or cashier's check)
received for the shares purchased has cleared. Payment for shares tendered for
redemption may be delayed up to 15 days from the purchase date when the
purchase check has not yet cleared. Redemptions or repurchases may result in a
taxable gain or loss.

Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem accounts with balances of less than $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make
additional purchases. However, no such redemption would be required by the
Fund if the cause of the low account balance was a reduction in the net asset
value of Fund shares. No contingent deferred sales charge will be imposed with
respect to such involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first year of
their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
equal to 1% of the net asset value of the redeemed shares. This contingent
deferred sales charge is imposed on any redemption the amount of which exceeds
the aggregate value at the time of redemption of (a) all shares in the account
purchased more than one year prior to the redemption, (b) all shares in the
account acquired through reinvestment of distributions, and (c) the increase,
if any, of value in the other shares in the account (namely those purchased
within the year preceding the redemption) over the purchase price of such
shares. Redemptions are processed in a manner to maximize the amount of
redemption proceeds which will not be subject to a contingent deferred sales
charge. That is, each redemption will be assumed to have been made first from
the exempt amounts referred to in clauses (a), (b) and (c) above, and second
through liquidation of those shares in the account referred to in clause (c)
on a first-in-first out basis. As described under "Distribution Plan", the
contingent deferred sales charge will be paid to the Principal Underwriter or
the Fund.

In calculating the contingent deferred sales charge upon the redemption of
Fund shares acquired in an exchange for shares of a fund currently listed
under "The Eaton Vance Exchange Privilege," the purchase of Fund shares
acquired in the exchange is deemed to have occurred at the time of the
original purchase of the exchanged shares.

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

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- ------------------------------------------------------------------------------
AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S
TRANSFER AGENT, FIRST DATA INVESTOR SERVICES GROUP, WILL SET UP A LIFETIME
INVESTING ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a
complete record of all transactions between the investor and the Fund which at
all times shows the balance of shares owned. The Fund will not issue share
certificates except upon request.

Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the
transaction and the current balance in the account. (Under certain investment
plans, statements may be sent only quarterly). THE LIFETIME INVESTING ACCOUNT
ALSO PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING
A CHECK FOR $50 OR MORE to First Data Investor Services Group.

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the
Fund's dividend disbursing agent, First Data Investor Services Group, BOS725,
P.O. Box 1559, Boston, MA 02104. The currently effective option will appear on
each account statement.

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

If the Income Option or Cash Option has been selected, dividend and/or capital
gains distribution checks which are returned by the United States Postal
Service as not deliverable or which remain uncashed for six months or more
will be reinvested in the account in shares at the then current net asset
value. Furthermore, the distribution option on the account will be
automatically changed to the Share Option until such time as the shareholder
selects a different option.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE
- ------------------------------------------------------------------------------
Shares of the Fund currently may be exchanged for shares of one or more other
funds in the Eaton Vance Classic Group of Funds or Eaton Vance Money Market
Fund, which are distributed subject to a contingent deferred sales charge (or
equivalent early withdrawal charge), on the basis of the net asset value per
share of each fund at the time of the exchange, provided that such exchange
offers are available only in states where shares of the fund being acquired
may be legally sold.

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

First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group for
additional information concerning the exchange privilege. Applications and
prospectuses of other funds are available from Authorized Firms or the
Principal Underwriter. The prospectus for each fund describes its investment
objectives and policies, and shareholders should obtain a prospectus and
consider these objectives and policies carefully before requesting an
exchange.

No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon the redemption of shares
acquired in an exchange, the purchase of shares acquired in one or more
exchanges is deemed to have occurred at the time of the original purchase of
the exchanged shares.

Shares of the other funds in the Eaton Vance Classic Group of Funds (and
shares of Eaton Vance Money Market Fund acquired as the result of an exchange
from an EV Classic fund) may be exchanged for Fund shares on the basis of the
net asset value per share of each fund at the time of the exchange, but
subject to any restrictions or qualifications set forth in the current
prospectus of any such fund.

Telephone exchanges are accepted by First Data Investor Services Group
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call First Data Investor Services Group
at 800-262-1122 or, within Massachusetts, 617-573-9403, Monday through Friday,
9:00 a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone
exchange must be registered in the same name(s) and with the same address as
the shares being exchanged. Neither the Fund, the Principal Underwriter nor
First Data Investor Services Group will be responsible for the authenticity of
exchange instructions received by telephone, provided that reasonable
procedures to confirm that instructions communicated are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone exchange may be difficult to
implement. An exchange may result in a taxable gain or loss.

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Classic Investors Fund may be mailed directly to First Data Investor Services
Group, BOS725, P.O. Box 1559, Boston, MA 02104 at any time -- whether or not
distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.

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

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

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares
may reinvest, with credit for any contingent deferred sales charges paid on
the repurchased or redeemed shares, any portion or all of the repurchase or
redemption proceeds (plus that amount necessary to acquire a fractional share
to round off the purchase to the nearest full share) in shares of the Fund,
provided that the reinvestment is effected within 60 days after such
repurchase or redemption, and the privilege has not been used more than once
in the prior 12 months. Shares are sold to a reinvesting shareholder at the
next determined net asset value following timely receipt of a written purchase
order by the Principal Underwriter or by the Fund (or by the Fund's Transfer
Agent). To the extent that any shares of the Fund are sold at a loss and the
proceeds are reinvested in shares of the Fund (or other shares of the Fund are
acquired within the period beginning 30 days before and ending 30 days after
the date of the redemption) some or all of the loss generally will not be
allowed as a tax deduction. Shareholders should consult their tax advisers
concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:
-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;
-- Individual Retirement Account Plans for individuals and their non-
employed spouses; and
-- 403(b) Retirement Plans for employees of public school systems,
hospitals, colleges and other non-profit organizations meeting certain
requirements of the Code.

Detailed information concerning these plans, including certain exceptions to
minimum investment requirements, and copies of the plans are available from
the Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Under all plans,
dividends and distributions will be automatically reinvested in additional
shares.

DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------
The Fund's present policy is to pay quarterly dividends from the net
investment income allocated to the Fund by the Portfolio (less the Fund's
direct and allocated expenses) and to distribute at least annually any net
realized capital gains so allocated. A portion of distributions from net
investment income may be eligible for the dividends-received deduction for
corporations. The Fund's distributions from its net investment income, net
short-term capital gains and certain net foreign exchange gains will be
taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. The Fund's distributions from its net long-
term capital gains are taxable to shareholders as such, whether received in
cash or reinvested in additional shares and regardless of the length of time
shares have been owned by shareholders. If shares are purchased shortly before
the record date of a distribution, the shareholder will pay the full price for
the shares and then receive some portion of the price back as a taxable
distribution. Certain distributions, if declared in October, November or
December and paid the following January, will be taxable to shareholders as if
received on December 31 of the year in which they are declared.

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

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

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

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

PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------
FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average
annual percentage change in value of $1,000 invested at the maximum public
offering price (net asset value) for specified periods ending with the most
recent calendar quarter, assuming reinvestment of all distributions. The
average annual total return calculation assumes a complete redemption of the
investment and the deduction of any applicable contingent deferred sales
charge at the end of the period. The Fund may also publish annual and
cumulative total return figures from time to time. The Fund may also quote
total return for the period prior to commencement of operations which would
reflect the Portfolio's total return (or that of its predecessor) adjusted to
reflect any applicable Fund sales charge.

The Fund may also publish total return figures which do not take into account
any contingent deferred sales charge which may be imposed upon redemptions at
the end of the specified period. Any performance figure which does not take
into account the contingent deferred sales charge would be reduced to the
extent such charge is imposed upon a redemption.

<PAGE>

[Logo]

EV CLASSIC INVESTORS FUND
- --------------------------------------------------------------------------------

PROSPECTUS

MAY 1, 1996

EV CLASSIC
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

- --------------------------------------------------------------------------------
INVESTMENT ADVISER OF INVESTORS PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV CLASSIC INVESTORS FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, 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

C-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON
INVESTORS FUND

- ------------------------------------------------------------------------------
EV MARATHON INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO PROVIDE
CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS ASSETS IN
INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT
COMPANY HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER THAN BY
DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH
HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE
SPECIAL INVESTMENT TRUST (THE "TRUST").

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

<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <S> <C>
Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................ 9
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 10
The Fund's Investment Objectives ...................... 4 Reports to Shareholders ........................... 12
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 12
Organization of the Fund and the Portfolio ............ 5 The Eaton Vance Exchange Privilege ................ 13
Management of the Fund and the Portfolio .............. 7 Eaton Vance Shareholder Services .................. 14
Distribution Plan ..................................... 7 Distributions and Taxes ........................... 15
Valuing Fund Shares ................................... 9 Performance Information ........................... 15
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1996

<PAGE>

<TABLE>
SHAREHOLDER AND FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
-------------------------------------------------------------------------------------------------------
<S> <C>
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges Imposed on Redemptions
During the First Seven Years (as a percentage of redemption proceeds exclusive
of all reinvestments and capital appreciation in the account) 5.00%-0%

An investor would pay the following expenses on the same
investment, assuming (a) 5% annual return and (b) no
redemptions: $21 $ 64 $109 $236
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its annualized expenses for the eleven month period
ended December 31, 1995.

The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual
annual return will vary. For further information regarding the expenses of
both the Fund and the Portfolio see "The Fund's Financial Highlights",
"Organization of the Fund and the Portfolio", "Management of the Fund and the
Portfolio" and "How to Redeem Fund Shares." A long-term shareholder in the
Fund may pay more than the economic equivalent of the maximum front-end sales
charge permitted by a rule of the National Association of Securities Dealers,
Inc. See "Distribution Plan".

No contingent deferred sales charge is imposed on (a) shares purchased more
than six years prior to redemption,
(b) shares acquired through the reinvestment of distributions or (c) any
appreciation in value of other shares in the account (see "How to Redeem Fund
Shares"), and no such charge is imposed on exchanges of Fund shares for shares
of one or more other funds listed under "The Eaton Vance Exchange Privilege".

Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and others may do so in the future. See
"Organization of the Fund and the Portfolio".

<PAGE>

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

* The expenses related to the operation of the Fund reflect an allocation of
expenses by the Administrator. Had such action not been taken, the ratios
would have been as follows:

Ratios (to average daily net assets):
Expenses(2) 2.29%+
Net investment income 1.24%+

<PAGE>

THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND LONG-TERM
GROWTH OF CAPITAL. The Fund currently seeks to meet its investment objectives
by investing its assets in Investors Portfolio (the "Portfolio"), a separate
registered investment company which has the same investment objectives and
policies as the Fund. This investment structure is commonly referred to as a
"master/feeder" structure. The Portfolio's management will place emphasis on
equity securities considered to be of high or improving quality. Investments
will also be made in fixed-income securities such as preferred stocks, bonds,
debentures, notes or money market instruments in order to maintain a
reasonable level of current income, preserve capital or create a buying
reserve. The investment objectives of the Fund may be changed by the Trustees
without a vote of shareholders; as a matter of policy, the Trustees would not
materially change the investment objectives of the Fund without shareholder
approval.

The Portfolio may purchase and sell exchange-traded futures contracts on stock
indices and options thereon to hedge against fluctuations in securities prices
or as a substitute for the purchase or sale of securities. Such transactions
involve a risk of loss or depreciation due to unanticipated adverse changes in
securities prices, which may exceed the Portfolio's initial investment in
these contracts. Futures contracts involve transaction costs. To the extent
that the Portfolio enters into futures contracts and options thereon traded on
an exchange regulated by the Commodity Futures Trading Commission (the "CFTC")
that are not for bona fide hedging purposes (as defined by the CFTC), the
aggregate initial margin and premiums required to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5%
of the liquidation value of the Portfolio's investments, after taking into
account unrealized profits and unrealized losses on any contracts the
Portfolio has entered into. There can be no assurance that the Investment
Adviser's use of stock index futures will be advantageous to the Portfolio.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

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

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objectives and the
nonfundamental investment policies of the Fund and the Portfolio may be
changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the shareholders of the Fund or the investors in the Portfolio, as
the case may be. Any such change of the investment objectives will be preceded
by thirty days' advance written notice to the shareholders of the Fund or the
investors in the Portfolio, as the case may be. If a shareholder redeems
shares because of a change in the nonfundamental objectives or policies of the
Fund, those shares may be subject to a contingent deferred sales charge, as
described in "How to Redeem Fund Shares". In the event the Fund withdraws all
of its assets from the Portfolio, or the Board of Trustees of the Trust
determines that the investment objectives of the Portfolio are no longer
consistent with the investment objectives of the Fund, such Trustees would
consider what action might be taken, including investing the assets of the
Fund in another pooled investment entity or retaining an investment adviser to
manage the Fund's assets in accordance with its investment objectives. The
Fund's investment performance may be affected by a withdrawal of all its
assets from the Portfolio.

Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc.
(the "Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110,
(617) 482-8260. Smaller investors in the Portfolio may be adversely affected
by the actions of a larger investor 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.

The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.
Whenever the Fund as an investor in the Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. The Fund shall vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.

The Trustees of the Trust, including a majority of the noninterested Trustees,
have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust, and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions to resolve any conflict of interest between the
Fund and the Portfolio, and it is possible that the creation of separate
Boards may be considered. For further information concerning the Trustees and
officers of the Trust and the Portfolio, see the Statement of Additional
Information.

Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. BMR also
furnishes for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. Under its investment advisory agreement with the Portfolio, BMR
receives a monthly advisory fee of 5/96 of 1% (equivalent to 0.625% annually)
of the average daily net assets of the Portfolio up to and including $300
million, and 1/24 of 1% (equivalent to 0.50% annually) of the average daily
net assets over $300 million. For the eleven months ended December 31, 1995,
the Portfolio paid BMR advisory fees equivalent to 0.625% (annualized) of the
Portfolio's average daily net assets for such period.

Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.

DISTRIBUTION PLAN
- ------------------------------------------------------------------------------
THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE "1940 ACT"). Rule 12b-1 permits a mutual fund, such as the Fund, to
finance distribution activities and bear expenses associated with the
distribution of its shares provided that any payments made by the Fund are
made pursuant to a written plan adopted in accordance with the Rule. The Plan
is subject to, and complies with, the sales charge rule of the National
Association of Securities Dealers, Inc. (the "NASD Rule"). The Plan is
described further in the Statement of Additional Information, and the
following is a description of the salient features of the Plan. The Plan
provides that the Fund, subject to the NASD Rule, will pay sales commissions
and distribution fees to the Principal Underwriter only after and as a result
of the sale of shares of the Fund. On each sale of Fund shares (excluding
reinvestment of distributions) the Fund will pay the Principal Underwriter
amounts representing (i) sales commissions equal to 5% of the amount received
by the Fund for each share sold and (ii) distribution fees calculated by
applying the rate of 1% over the prime rate then reported in The Wall Street
Journal to the outstanding balance of Uncovered Distribution Charges (as
described below) of the Principal Underwriter. The Principal Underwriter
currently expects to pay sales commissions (except on exchange transactions
and reinvestments) to a financial service firm (an "Authorized Firm") at the
time of sale equal to 4% of the purchase price of the shares sold by such
Firm. The Principal Underwriter will use its own funds (which may be borrowed
from banks) to pay such commissions. Because the payment of the sales
commissions and distribution fees to the Principal Underwriter is subject to
the NASD Rule described below, it will take the Principal Underwriter a number
of years to recoup the sales commissions paid by it to Authorized Firms from
the payments received by it from the Fund pursuant to the Plan.

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

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid during any fiscal year, a high level of sales of Fund
shares during the initial years of the Fund's operations would cause a large
portion of the sales commissions attributable to a sale of Fund shares to be
accrued and paid by the Fund to the Principal Underwriter in fiscal years
subsequent to the year in which such shares were sold. This spreading of sales
commissions payments under the Plan over an extended period would result in
the incurrence and payment of increased distribution fees under the Plan.
During the eleven months ended December 31, 1995, the Fund paid sales
commissions under the Plan equivalent to .75% (annualized) of the Fund's
average daily net assets for such period. As at December 31, 1995, the
outstanding Uncovered Distribution Charges of the Principal Underwriter
calculated under the Plan amounted to approximately $1,063,030 (equivalent to
3.2% of the Fund's net assets on such day).

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

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

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio), in
the manner authorized by the Trustees of the Portfolio. Net asset value is
computed by subtracting the liabilities of the Portfolio from the value of its
total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at the closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information.

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

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

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

In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is
$1,000 or more, the Fund may accept initial investments of less than $1,000 on
the part of an individual participant. In the event a shareholder who is a
participant of such a plan terminates participation in the plan, his or her
shares will be transferred to a regular individual account. However, such
account will be subject to the right of redemption by the Fund as described
under "How to Redeem Fund Shares."

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange
for Fund shares at their net asset value as determined above. The minimum
value of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold on the day of their receipt or as soon
thereafter as possible. The number of Fund shares to be issued in exchange
for securities will be the aggregate proceeds from the sale of such
securities, divided by the applicable net asset value per Fund share on the
day such proceeds are received. Eaton Vance will use reasonable efforts to
obtain the then current market price for such securities but does not
guarantee the best available price. Eaton Vance will absorb any transaction
costs, such as commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Investors Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Marathon Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

HOW TO REDEEM FUND SHARES
- ------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good
order means that all relevant documents must be endorsed by the record owner
(s) exactly as the shares are registered and the signature(s) must be
guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or
certain banks, savings and loan institutions, credit unions, securities
dealers, securities exchanges, clearing agencies and registered securities
associations as required by a regulation of the Securities and Exchange
Commission and acceptable to First Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the
amount of any applicable contingent deferred sales charges (described below)
and any federal income tax required to be withheld. Although the Fund normally
expects to make payment in cash for redeemed shares, the Trust, subject to
compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund
from the Portfolio. The securities so distributed would be valued pursuant to
the Portfolio's valuation procedures. If a shareholder received a distribution
in kind, the shareholder could incur brokerage or other charges in converting
the securities to cash.

To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It
is the Authorized Firm's responsibility to transmit promptly repurchase orders
to EVD. Throughout this Prospectus, the word "redemption" is generally meant
to include a repurchase.

Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem Fund accounts with balances of less than $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make
additional purchases. However, no such redemption would be required by the
Fund if the cause of the low account balance was a reduction in the net asset
value of Fund shares. No contingent deferred sales charge will be imposed with
respect to such involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first six years
of their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales
charge. This contingent deferred sales charge is imposed on any redemption the
amount of which exceeds the aggregate value at the time of redemption of (a)
all shares in the account purchased more than six years prior to the
redemption, (b) all shares in the account acquired through reinvestment of
distributions, and (c) the increase, if any, in the value of all other shares
in the account (namely those purchased within the six years preceding the
redemption) over the purchase price of such shares. Redemptions are processed
in a manner to maximize the amount of redemption proceeds which will not be
subject to a 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. As
described under "Distribution Plan," the contingent deferred sales charge will
be paid to the Principal Underwriter or the Fund. 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 REDEMPTION CONTINGENT
AFTER PURCHASE DEFERRED SALES CHARGE
------------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%

In calculating the contingent deferred sales charge upon the redemption of
Fund shares acquired in an exchange for shares of a fund currently listed
under "The Eaton Vance Exchange Privilege", the contingent deferred sales
charge schedule applicable to the shares at the time of purchase will apply
and the purchase of shares acquired in the exchange is deemed to have occurred
at the time of the original purchase of the exchanged shares.

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT DEFERRED
SALES CHARGE. ASSUME THAT AN INVESTOR PURCHASES $10,000 OF THE FUND'S
SHARES AND THAT 16 MONTHS LATER THE VALUE OF THE ACCOUNT HAS GROWN THROUGH
INVESTMENT PERFORMANCE AND REINVESTMENT OF DISTRIBUTIONS TO $12,000. THE
INVESTOR THEN MAY REDEEM UP TO $2,000 OF SHARES WITHOUT INCURRING A
CONTINGENT DEFERRED SALES CHARGE. IF THE INVESTOR SHOULD REDEEM $3,000 OF
SHARES, A CONTINGENT DEFERRED SALES CHARGE WOULD BE IMPOSED ON $1,000 OF
THE REDEMPTION. THE RATE WOULD BE 5% BECAUSE THE REDEMPTION WAS MADE IN
THE SECOND YEAR AFTER THE PURCHASE WAS MADE AND THE CHARGE WOULD
BE $50.

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

Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the
transaction and the current balance in the account. (Under certain investment
plans, statements may be sent only quarterly). THE LIFETIME INVESTING ACCOUNT
ALSO PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING
A CHECK FOR $50 OR MORE to First Data Investor Services Group.

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the
Fund's dividend disbursing agent, First Data Investor Services Group, BOS725,
P.O. Box 1559, Boston, MA 02104. The currently effective option will appear on
each account statement.

Share Option -- Dividends and capital gains will be reinvested in additional
shares.

Income Option -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under the federal income tax laws.

If the Income Option or Cash Option has been selected, dividend and/or capital
gains distribution checks which are returned by the United States Postal
Service as not deliverable or which remain uncashed for six months or more
will be reinvested in the account at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.

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

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

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

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

First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group for
additional information concerning the exchange privilege. Applications and
prospectuses of other funds are available from Authorized Firms or the
Principal Underwriter. The prospectus for each fund describes its investment
objectives and policies, and shareholders should obtain a prospectus and
consider these objectives and policies carefully before requesting an
exchange.

No contingent deferred sales charge is imposed on exchanges. For purposes of
calculating the contingent deferred sales charge upon redemption of shares
acquired in an exchange, the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase
of shares acquired in one or more exchanges is deemed to have occurred at the
time of the original purchase of the exchanged shares, except that time during
which shares are held in an Authorized Firm fund will not be credited toward
completion of the contingent deferred sales charge period. For the contingent
deferred sales charge schedule applicable to the Eaton Vance Marathon Group of
Funds (except EV Marathon Strategic Income Fund, Eaton Vance Prime Rate
Reserves and Class I shares of any EV Marathon Limited Maturity Fund), see
"How to Redeem Fund Shares". The contingent deferred sales charge or early
withdrawal charge schedule applicable to EV Marathon Strategic Income Fund,
Eaton Vance Prime Rate Reserves and Class I shares of any EV Marathon Limited
Maturity Fund is 3%, 2.5%, 2% or 1% in the event of a redemption occurring in
the first, second, third or fourth year, respectively, after the original
share purchase.

Telephone exchanges are accepted by First Data Investor Services Group
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call First Data Investor Services Group
at 800-262-1122 or, within Massachusetts, 617-573-9403, Monday through Friday,
9:00 a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone
exchange must be registered in the same name(s) and with the same address as
the shares being exchanged. Neither the Fund, the Principal Underwriter nor
First Data Investor Services Group will be responsible for the authenticity of
exchange instructions received by telephone; provided that reasonable
procedures to confirm that instructions communicated are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone exchange may be difficult to
implement. An exchange may result in a taxable gain or loss.

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Investors Fund may be mailed directly to First Data Investor Services
Group, BOS725, P.O. Box 1559, Boston, MA 02104 at any time -- whether or not
distributions are reinvested. The name of the shareholder, the Fund and the
account number should accompany each investment.

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

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

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares
may reinvest, with credit for any contingent deferred sales charges paid on
the repurchased or redeemed shares, any portion or all of the repurchase or
redemption proceeds (plus that amount necessary to acquire a fractional share
to round off the purchase to the nearest full share) in shares of the Fund,
provided that the reinvestment is effected within 60 days after such
repurchase or redemption, and the privilege has not been used more than once
in the prior 12 months. Shares are sold to a reinvesting shareholder at the
next determined net asset value following timely receipt of a written purchase
order by the Principal Underwriter or by the Fund (or by the Fund's Transfer
Agent). To the extent that any shares of the Fund are sold at a loss and the
proceeds are reinvested in shares of the Fund (or other shares of the Fund are
acquired within the period beginning 30 days before and ending 30 days after
the date of the redemption), some or all of the loss generally will not be
allowed as a tax deduction. Shareholders should consult their tax advisers
concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;

-- Individual Retirement Account Plans for individuals and their non-
employed spouses; and

-- 403(b) Retirement Plans for employees of public school systems,
hospitals, colleges and non-profit organizations meeting certain
requirements of the Internal Revenue Code of 1986, as amended (the
"Code").

Detailed information concerning these plans, including certain exceptions to
minimum investment requirements, and copies of the plans are available from
the Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Under all plans,
dividends and distributions will be automatically reinvested in additional
shares.

DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------
The Fund's present policy is to pay quarterly dividends from the net
investment income allocated to the Fund by the Portfolio (less the Fund's
direct and allocated expenses) and to distribute at least annually any net
realized capital gains so allocated. A portion of distributions from net
investment income may be eligible for the dividends-received deduction for
corporations. The Fund's distributions from its net investment income, net
short-term capital gains and certain net foreign exchange gains will be
taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. The Fund's distributions from its net long-
term capital gains are taxable to shareholders as such, whether received in
cash or reinvested in additional shares and regardless of the length of time
shares have been owned by shareholders. If shares are purchased shortly before
the record date of a distribution, the shareholder will pay the full price for
the shares and then receive some portion of the price back as a taxable
distribution. Certain distributions, if declared in October, November or
December and paid the following January, will be taxed to shareholders as if
received on December 31 of the year in which they are declared.

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

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

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

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

The Fund may also publish total return figures which do not take into account
any contingent deferred sales charge which may be imposed upon redemptions at
the end of the specified period. Any performance figure which does not take
into account the contingent deferred sales charge would be reduced to the
extent such charge is imposed upon a redemption.

<PAGE>

[Logo}

EV MARATHON INVESTORS FUND
- --------------------------------------------------------------------------------
PROSPECTUS
MAY 1, 1996

EV MARATHON
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

- --------------------------------------------------------------------------------
INVESTMENT ADVISER OF INVESTORS PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV MARATHON INVESTORS FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, 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

M-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV TRADITIONAL
INVESTORS FUND
- ------------------------------------------------------------------------------

EV TRADITIONAL INVESTORS FUND (THE "FUND") IS A MUTUAL FUND SEEKING TO PROVIDE
CURRENT INCOME AND LONG-TERM GROWTH OF CAPITAL. THE FUND INVESTS ITS ASSETS IN
INVESTORS PORTFOLIO (THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY
HAVING THE SAME INVESTMENT OBJECTIVES AS THE FUND, RATHER THAN BY DIRECTLY
INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH HISTORICALLY
STRUCTURED MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE SPECIAL INVESTMENT
TRUST (THE "TRUST").

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, 1996 for the Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement of Additional Information is
available without charge from the Fund's principal underwriter, Eaton Vance
Distributors, Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA
02110 (telephone (800) 225-6265). The Portfolio's investment adviser is Boston
Management and Research (the "Investment Adviser"), a wholly-owned subsidiary of
Eaton Vance Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.

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

<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <C> <C>
Shareholder and Fund Expenses ........................ 2 How to Buy Fund Shares ............................ 8
The Fund's Financial Highlights ...................... 3 How to Redeem Fund Shares ......................... 10
The Fund's Investment Objectives ..................... 4 Reports to Shareholders .......................... 11
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund and the Portfolio ........... 5 The Eaton Vance Exchange Privilege ............... 12
Management of the Fund and the Portfolio ............. 7 Eaton Vance Shareholder Services ................. 13
Service Plan ......................................... 7 Distributions and Taxes .......................... 14
Valuing Fund Shares ................................... 8 Performance Information .......................... 15
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1996

<PAGE>

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

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
-------------------------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None

<CAPTION>
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily net assets)
----------------------------------------------------------------------------------------------------
<S> <C>
Investment Adviser Fee 0.625%
Other Expenses (including Service Plan Fees) 0.325
----
Total Operating Expenses 0.950%
====

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following maximum initial sales
charge and expenses on a $1,000 investment, assuming (a) 5%
annual return and (b) redemption at the end of each period: $57 $76 $98 $159
</TABLE>

NOTES:

No sales charge is payable at the time of purchase on investments of $1 million
or more. However, a contingent deferred sales charge of 0.50% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. See "How to Buy Fund Shares," "How to Redeem Fund Shares" and "Eaton
Vance Shareholder Services."

Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and others may do so in the future. See
"Organization of the Fund and the Portfolio."

<PAGE>

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

- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED JANUARY 31,
DECEMBER 31, --------------------------------------------------------------------------------------------
1995<F8> 1995 1994<F4> 1993 1992<F6> 1991<F6> 1990<F6> 1989<F6> 1988<F6> 1987<F6>
------------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
beginning of year $ 6.840 $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940 $ 8.270 $ 8.890
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from
operations:
Net investment
income $ 0.254 $ 0.283 $ 0.217 $ 0.342 $ 0.364 $ 0.417 $ 0.427 $ 0.390 $ 0.357 $ 0.408
Net realized and
unrealized gain
(loss) on
investments 1.641 (0.623) 0.833 0.318 0.736 0.103 0.303 0.500 (0.387) 0.952
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total income
(loss) from
operations $ 1.895 $(0.340) $ 1.050 $ 0.660 $ 1.100 $ 0.520 $ 0.730 $ 0.890 $(0.030) $ 1.360
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
From net investment
income $ (0.248) $ (0.275) $ (0.307) $ (0.360) $ (0.360) $ (0.430) $ (0.420) $ (0.370) $ (0.360) $ (0.470)
In excess of net
investment
income<F5> -- -- (0.008) -- -- -- -- -- -- --
From realized gain
on investments (0.337) (0.145) (0.525) (0.410) (0.300) (0.198) (0.460) (0.130) (0.622) (1.195)
From paid in
capital -- -- -- -- -- (0.012) -- -- (0.318) (0.315)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total
distributions $(0.585) $(0.420) $(0.840) $(0.770) $(0.660) $(0.640) $(0.880) $(0.500) $(1.300) $(1.980)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, end
of year $ 8.150 $ 6.840 $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940 $ 8.270
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN<F1> 28.36% (4.45)% 15.13% 9.30% 16.26% 7.78% 10.27% 13.40% (0.39)% 18.17%

RATIOS/SUPPLEMENTAL
DATA (to average
daily net assets):
Expenses<F2> 0.95%<F7> 0.91% 0.90% 0.89% 0.86% 0.89% 0.92% 0.93% 0.90% 0.86%
Net investment
income 3.60%<F7> 4.05% 4.07% 4.62% 4.96% 5.99% 5.73% 5.54% 4.40% 4.96%
PORTFOLIO TURNOVER<F3> -- -- 44% 32% 51% 66% 56% 53% 75% 89%
NET ASSETS, end of
year (000's omitted) $236,870 $200,419 $227,402 $212,545 $210,197 $198,066 $204,030 $209,544 $209,820 $231,153

<FN>
<F1> Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
value on the last day of each period reported. Distributions, if any, are assumed to be reinvested at the net asset
value on the record date. Total return is not calculated on an annualized basis.
<F2> Includes the Fund's share of the Portfolio's allocated expenses for the eleven months ended December 31, 1995, the
year ended January 31, 1995 and for the period from October 28, 1993, to January 31, 1994.
<F3> Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments
directly in securities. The portfolio turnover for the period since the Fund transferred its assets to the
Portfolio is shown in the Portfolio's financial statements which are included in the Fund's Annual Report.
<F4> As of February 1, 1994, the Fund discontinued the use of equalization accounting. (See "Notes to Financial
Statements", which are included in the Fund's Annual Report.)
<F5> The Fund has followed the Statement of Position (SOP) 93-2: Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the financial statements and tax earnings
and profits that result in temporary over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized gains.
<F6> Audited by previous auditors.
<F7> Computed on an annualized basis.
<F8> For the eleven month period ended December 31, 1995.
</TABLE>

<PAGE>

THE FUND'S INVESTMENT OBJECTIVES
- -----------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND LONG-TERM
GROWTH OF CAPITAL. The Fund currently seeks to meet its investment objectives by
investing its assets in Investors Portfolio (the "Portfolio"), a separate
registered investment company which has the same investment objectives and
policies as the Fund. This investment structure is commonly referred to as a
"master/feeder" structure. The Portfolio's management will place emphasis on
equity securities considered to be of high or improving quality. Investments
will also be made in fixed-income securities such as preferred stocks, bonds,
debentures, notes or money market instruments in order to maintain a reasonable
level of current income, preserve capital or create a buying reserve. The
investment objectives of the Fund may be changed by the Trustees without a vote
of shareholders; as a matter of policy, the Trustees would not materially change
the investment objectives of the Fund without shareholder approval.

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

IT IS THE PORTFOLIO'S CURRENT POLICY THAT INVESTMENTS IN EQUITY SECURITIES WILL
GENERALLY NOT EXCEED 75% NOR BE LESS THAN 25% OF THE PORTFOLIO'S NET ASSETS. The
policy of the Portfolio is to invest in a broadly diversified list of seasoned
securities representing a number of different industries. It is the policy of
the Portfolio not to concentrate its investments in any particular industry or
group of industries. Electric utility companies, gas utility companies, natural
gas producing companies, transmission companies, telephone companies and water
works companies will for the purpose of this policy be considered separate
industries. The Portfolio may not invest more than 25% of the value of its total
assets at the time of acquisition in any one industry, with public utility
companies, as segregated above, being considered separate industries. The
policies set forth in this paragraph are fundamental policies of both the Fund
and the Portfolio and may not be changed unless authorized by a vote of the
shareholders of the Fund or the investors in the Portfolio, as the case may be.

The Portfolio may invest in various kinds and types of debt securities from time
to time, including without limitation obligations issued, guaranteed or
otherwise backed by U.S. Government agencies and instrumentalities,
collateralized mortgage obligations and various other mortgage-backed
securities, and other types of asset-backed obligations and collateralized
securities. The Portfolio may also invest in lower quality, high risk, high
yielding debt securities (commonly referred to as "junk bonds"). The Portfolio
currently intends to limit its investments in these securities to 5% or less of
its assets. In addition, the Portfolio may temporarily borrow up to 5% of the
value of its total assets to satisfy redemption requests or settle securities
transactions.

The Portfolio may invest in securities issued by foreign companies (including
American Depository Receipts and Global Depository Receipts). Such investments
may be subject to various risks such as fluctuations in currency and exchange
rates, foreign taxes, social, political and economic conditions in the countries
in which such companies operate, and changes in governmental, economic or
monetary policies both here and abroad. There may be less publicly available
information about a foreign company than about a comparable domestic company.
Since the securities markets in many foreign countries are not as developed as
those in the United States, the securities of many foreign companies are less
liquid and their prices are more volatile than securities of comparable domestic
companies. In order to hedge against possible variations in foreign exchange
rates pending the settlement of foreign securities transactions, the Portfolio
may buy or sell foreign currencies or may enter into forward foreign currency
exchange contracts to purchase or sell a specified currency at a specified price
and future date. As of March 29, 1996, the Portfolio had 8.5% of its net assets
invested in securities issued by foreign companies.

The Portfolio may purchase and sell exchange-traded futures contracts on stock
indices and options thereon to hedge against fluctuations in securities prices
or as a substitute for the purchase or sale of securities. Such transactions
involve a risk of loss or depreciaton due to unanticipated adverse changes in
securities prices, which may exceed the Portfolio's initial investment in these
contracts. Futures contracts involve transaction costs. To the extent that the
Portfolio enters into futures contracts and optons thereon traded on an exchange
regulated by the Commodity Futures Trading Commission (the "CFTC"), in each case
that are not for bona fide hedging purposes (as defined by the CFTC), the
aggregate initial margin and premiums requried to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the liquidation value of the Portfolio's investments, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There can be no assurance that the Investment Adviser's use of
stock index futures will be advantageous to the Portfolio.

The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder or
an investor vote, respectively. Except for such enumerated restrictions and as
otherwise indicated in this Prospectus, the investment objectives and policies
of the Fund and the Portfolio are not fundamental policies and accordingly may
be changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the Fund's shareholders or the investors in the Portfolio, as the
case may be. If any changes were made in the Fund's investment objectives, the
Fund might have investment objectives different from the objectives which an
investor considered appropriate at the time the investor became a shareholder of
the Fund.

THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM, AND PROSPECTIVE
INVESTORS SHOULD TAKE INTO ACCOUNT THEIR OBJECTIVES AND OTHER INVESTMENTS WHEN
CONSIDERING THE PURCHASE OF FUND SHARES. THE FUND CANNOT ELIMINATE RISK OR
ASSURE ACHIEVEMENT OF ITS OBJECTIVES.

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MARCH 27, 1989, AS AMENDED. THE TRUST IS A MUTUAL
FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series (such as the Fund). Each share represents an equal
proportionate beneficial interest in the Fund. When issued and outstanding, the
shares are fully paid and nonassessable by the Trust and redeemable as described
under "How to Redeem Fund Shares." Shareholders are entitled to one vote for
each full share held. Fractional shares may be voted proportionately. Shares
have no preemptive or conversion rights and are freely transferable. In the
event of the liquidation of the Fund, shareholders are entitled to share pro
rata in the net assets of the Fund available for distribution to shareholders.

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

The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of the Fund in the Portfolio, as well as the advantages and
disadvantages of the two-tier format. The Trustees believe that the structure
offers opportunities for substantial growth in the assets of the Portfolio, and
affords the potential for economies of scale for the Fund, at least when the
assets of the Portfolio exceed $300 million. The public shareholders of the Fund
have previously approved the policy of investing the Fund's assets in an
interest in the Portfolio.

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the best
interest of the Fund to do so. The investment objectives and the nonfundamental
investment policies of the Fund and the Portfolio may be changed by the Trustees
of the Trust and the Portfolio without obtaining the approval of the
shareholders of the Fund or the investors in the Portfolio, as the case may be.
Any such change of the investment objectives will be preceded by thirty days'
advance written notice to the shareholders of the Fund or the investors in the
Portfolio, as the case may be. In the event the Fund withdraws all of its assets
from the Portfolio, or the Board of Trustees of the Trust determines that the
investment objectives of the Portfolio are no longer consistent with the
investment objectives of the Fund, such Trustees would consider what action
might be taken, including investing the assets of the Fund in another pooled
investment entity or retaining an investment adviser to manage the Fund's assets
in accordance with its investment objectives. The Fund's investment performance
may be affected by a withdrawal of all its assets from the Portfolio.

Information regarding other pooled investment entities or funds which invest in
the Portfolio may be obtained by contacting Eaton Vance Distributors, Inc. (the
"Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110, (617)
482-8260. Smaller investors in the Portfolio may be adversely affected by the
actions of a larger investor 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 1992, the Administrator sponsored and advised historically structured
funds. Funds which invest all their assets in interests in a separate investment
company are a relatively new development in the mutual fund industry and,
therefore, the Fund may be subject to additional regulations than historically
structured funds.

The Trustees of the Trust, including a majority of the noninterested Trustees,
have approved written procedures designed to identify and address any potential
conflicts of interest arising from the fact that the Trustees of the Trust, and
the Trustees of the Portfolio are the same. Such procedures require each Board
to take actions to resolve any conflict of interest between the Fund and the
Portfolio, and it is possible that the creation of separate Boards may be
considered. For further information concerning the Trustees and officers of the
Trust and the Portfolio, see the Statement of Additional Information.

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

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

Acting under the general supervision of the Board of Trustees of the Portfolio,
BMR manages the Portfolio's investments and affairs. BMR also furnishes for the
use of the Portfolio office space and all necessary office facilities, equipment
and personnel for servicing the investments of the Portfolio. Under its
investment advisory agreement with the Portfolio, BMR receives a monthly
advisory fee of 5/96 of 1% (equivalent to 0.625% annually) of the average daily
net assets of the Portfolio up to and including $300 million, and 1/24 of 1%
(equivalent to 0.50% annually) of the average daily net assets over $300
million. For the eleven months ended December 31, 1995, the Portfolio paid BMR
advisory fees equivalent to 0.625% (annualized) of the Portfolio's average daily
net assets for such period.

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

Thomas E. Faust, Jr. has acted as the portfolio manager of the Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.

BMR places the portfolio transactions of the Portfolio with many broker-dealer
firms and uses its best efforts to obtain execution of such transactions at
prices which are advantageous to the Portfolio and at reasonably competitive
commission rates. Subject to the foregoing, BMR may consider sales of shares of
the Fund or of other investment companies sponsored by BMR or Eaton Vance as a
factor in the selection of broker-dealer firms to execute portfolio
transactions.

The Trust has retained the services of Eaton Vance to act as Administrator of
the Fund. The Trust has not retained the services of an investment adviser since
the Trust seeks to achieve the investment objectives of the Fund by investing
the Fund's assets in the Portfolio. As Administrator, Eaton Vance provides the
Fund with general office facilities and supervises the overall administration of
the Fund. For these services Eaton Vance currently receives no compensation. The
Trustees of the Trust may determine, in the future, to compensate Eaton Vance
for such services.

The Portfolio and the Fund, as the case may be, will each be responsible for all
of its respective costs and expenses not expressly stated to be payable by BMR
under the investment advisory agreement, by Eaton Vance under the administrative
services agreement, or by EVD under the distribution agreement.

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

In addition to advisory fees and other expenses, the Fund pays service fees
pursuant to a Service Plan (the "Plan") designed to meet the service fee
requirements of the revised sales charge rule of the National Association of
Securities Dealers, Inc. THE PLAN PROVIDES THAT THE FUND MAY MAKE SERVICE FEE
PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS TO
THE PRINCIPAL UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND
OTHER PERSONS IN AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET
ASSETS FOR ANY FISCAL YEAR. The Trustees of the Trust have implemented the Plan
by authorizing the Fund to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of the
Fund's average daily net assets for any fiscal year based on the value of Fund
shares sold by such persons and remaining outstanding for at least twelve
months. During the eleven months ended December 31, 1995, the Fund paid or
accrued service fees under the Plan equivalent to .07% (annualized) of the
Fund's average daily net assets for such period. The Plan is described further
in the Statement of Additional Information.

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

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firm's
responsibility to transmit orders promptly to the Principal Underwriter, which
is a wholly-owned subsidiary of Eaton Vance.

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) in the
manner authorized by the Trustees of the Portfolio. Net asset value is computed
by subtracting the liabilities of the Portfolio from the value of its total
assets. Securities listed on securities exchanges or in the NASDAQ National
Market are valued at the closing sale prices. For further information regarding
the valuation of the Portfolio's assets, see "Determination of Net Asset Value"
in the Statement of Additional Information.

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

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

The current sales charges and dealer commissions are:

SALES CHARGE SALES CHARGE DEALER DISCOUNT
AS AS AS
PERCENTAGE PERCENTAGE PERCENTAGE
OF AMOUNT OF OFFERING OF OFFERING
AMOUNT OF PURCHASE INVESTED PRICE PRICE
- ------------------------------------------------------------------------------
Less than $100,000 4.99% 4.75% 4.00%
$100,000 but less than $250,000 3.90 3.75 3.15
$250,000 but less than $500,000 2.83 2.75 2.30
$500,000 but less than $1,000,000 2.04 2.00 1.70
$1,000,000 or more 0* 0* 0.50

*No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 0.50% will be
imposed on such investments (as described below) in the event of certain
redemption transactions within 12 months of purchase. Such purchases made
before November 9, 1995 will be subject to a CDSC of 1% in the event of
certain redemptions within 18 months of purchase.

Shares of the Fund may be sold at net asset value to current and retired
Directors and Trustees of Eaton Vance funds, including the Portfolio; to
officers and employees and clients of Eaton Vance and its affiliates; to
registered representatives and employees of Authorized Firms and bank employees
who refer customers to registered representatives of Authorized Firms; and to
such persons' spouses and children under the age of 21 and their beneficial
accounts. Shares may also be issued at net asset value (1) in connection with
the merger of an investment company with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the investment adviser provides multiple investment services, such as
management, brokerage and custody, (3) where the amount invested represents
redemption proceeds from a mutual fund unaffiliated with Eaton Vance, if the
redemption occurred no more than 60 days prior to the purchase of Fund shares
and the redeemed shares were subject to a sales charge, and (4) to investment
advisors, financial planners or other intermediaries who place trades for their
own accounts or the accounts of their clients and who charge a management,
consulting or other fee for their services; clients of such investment advisors,
financial planners or other intermediaries who place trades for their own
accounts if the accounts are linked to the master account of such investment
advisor, financial planner or other intermediary on the books and records of the
broker or agent; and retirement and deferred compensation plans and trusts used
to fund those plans, including, but not limited to, those defined in Section
401(a), 403(b) or 457 of the Internal Revenue Code of 1986, as amended (the
"Code") and "rabbi trusts."

No initial sales charge and no contingent deferred sales charge will be payable
or imposed with respect to shares of the Fund purchased by retirement plans
qualified under Section 401, 403(b) or 457 of the Code ("Eligible Plans"). In
order to purchase shares without a sales charge, the plan sponsor of an Eligible
Plan must notify the Transfer Agent of the Fund of its status as an Eligible
Plan. Participant accounting services (including trust fund reconciliation
services) will be offered only through third party recordkeepers and not by EVD.
The Fund's Principal Underwriter may pay commissions to Authorized Firms who
initiate and are responsible for purchases of shares of the Fund by Eligible
Plans of up to 1.00% of the amount invested in such shares.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares at the applicable public offering price as determined above. The
minimum value of securities (or securities and cash) accepted for deposit is
$5,000. Securities accepted will be sold on the day of their receipt or as soon
thereafter as possible. The number of Fund shares to be issued in exchange for
securities will be the aggregate proceeds from the sale of such securities
divided by the applicable public offering price per Fund share on the day such
proceeds are received. Eaton Vance will use reasonable efforts to obtain the
then curent market price for such securities, but does not guarantee the best
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:
Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Investors Fund

IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Traditional Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its business
hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good order
means that all relevant documents must be endorsed by the record owner (s)
exactly as the shares are registered and the signature(s) must be guaranteed by
a member of either the Securities Transfer Association's STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to First
Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the amount
of any federal income tax required to be withheld. Although the Fund normally
expects to make payment in cash for redeemed shares, the Trust, subject to
compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund from
the Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.

If shares were recently purchased, the proceeds of redemption (or repurchase)
will not be sent until the check (including a certified or cashier's check)
received for the shares purchased has cleared. Payment for shares tendered for
redemption may be delayed up to 15 days from the purchase date when the purchase
check has not yet cleared. Redemptions or repurchases may result in a taxable
gain or loss.

Due to the high cost of maintaining small accounts, the Fund reserves the right
to redeem Fund accounts with balances of less than $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make an
additional purchase. However, no such redemption would be required by the Fund
if the cause of the low account balance was a reduction in the net asset value
of Fund shares.

The CDSC is waived for redemptions involving certain liquidation, merger or
acquisition transactions involving other investment companies. If a shareholder
reinvests redemption proceeds within a 60-day period and in accordance with the
conditions set forth under "Eaton Vance Shareholder Services -- Reinvestment
Privilege," the shareholder's account will be credited with the amount of any
CDSC paid on such redeemed shares.

REPORTS TO SHAREHOLDERS
- ------------------------------------------------------------------------------

THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
calendar year, the Fund will furnish all shareholders with information necessary
for preparing federal and state tax returns. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.

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

Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. (Under certain investment plans, statements may
be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT ALSO PERMITS A
SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50
OR MORE to First Data Investor Services Group.

SHARE OPTION -- Dividends and capital gains will be reinvested in additional
shares.

INCOME OPTION -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.

CASH OPTION -- Dividends and capital gains will be paid in cash.

The SHARE OPTION will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.

If the INCOME OPTION or CASH OPTION has been selected, dividend and/or capital
gains distribution checks which are returned by the United States Postal Service
as not deliverable or which remain uncashed for six months or more will be
reinvested in the account in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the SHARE OPTION until such time as the shareholder selects a
different option.

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

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

Shares of the Fund currently may be exchanged for shares of any of the following
funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of Boston,
Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves and any fund
in the Eaton Vance Traditional Group of Funds on the basis of the net asset
value per share of each fund at the time of the exchange (plus, in the case of
an exchange made within six months of the date of purchase of shares subject to
an initial sales charge, an amount equal to the difference, if any, between the
sales charge previously paid on the shares being exchanged and the sales charge
payable on the shares being acquired). Such exchange offers are available only
in states where shares of the fund being acquired may be legally sold.

First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group, for additional
information concerning the exchange privilege. Applications and prospectuses of
the other funds are available from Authorized Firms or the Principal
Underwriter. The prospectus for each fund describes its investment objectives
and policies, and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.

Telephone exchanges are accepted by First Data Investor Services Group, provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group at 800-262-1122
or, within Massachusetts, 617-573-9403, Monday through Friday, 9:00 a.m. to 4:00
p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Fund, the Principal Underwriter nor First Data Investor
Services Group will be responsible for the authenticity of exchange instructions
received by telephone; provided that reasonable procedures to confirm that
instructions communicated are genuine have been followed. Telephone instructions
will be tape recorded. In times of drastic economic or market changes, a
telephone exchange may be difficult to implement. An exchange may result in a
taxable gain or loss.

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Investors Fund may be mailed directly to First Data Investor
Services Group, 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.

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

REINVESTMENT PRIVILEGE: A shareholder who has repurchased or redeemed shares may
reinvest at net asset value any portion or all of the repurchase or redemption
proceeds (plus that amount necessary to acquire a fractional share to round off
the purchase to the nearest full share), in shares of the Fund, or, provided
that the shares repurchased or redeemed have been held for at least 60 days, in
shares of any of the other funds offered by the Principal Underwriter subject to
an initial sales charge, provided that the reinvestment is effected within 60
days after such repurchase or redemption, and the privilege has not been used
more than once in the prior 12 months. Shares are sold to a reinvesting
shareholder at the next determined net asset value following timely receipt of a
written purchase order by the Principal Underwriter or by the fund the shares of
which are to be purchased (or by such fund's transfer agent). The privilege is
also available to shareholders of the funds listed under "The Eaton Vance
Exchange Privilege" who wish to reinvest such repurchase or redemption proceeds
in shares of the Fund. If a shareholder reinvests redemption proceeds within the
60-day period the shareholder's account will be credited with the amount of any
CDSC paid on such redeemed shares. To the extent that any shares of the Fund are
sold at a loss and the proceeds are reinvested in shares of the Fund (or other
shares of the Fund are acquired within the period beginning 30 days before and
ending 30 days after the date of the redemption) some or all of the loss
generally will not be allowed as a tax deduction. Shareholders should consult
their tax advisers concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with the following tax-sheltered retirement plans:

-- Pension and Profit Sharing Plans for self-employed individuals,
corporations and non-profit organizations;

-- Individual Retirement Account Plans for individuals and their non-
employed spouses; and

-- 403(b) Retirement Plans for employees of public school systems,
hospitals, colleges and other non-profit organizations meeting certain
requirements of the Code.

DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------

The Fund's present policy is to pay quarterly dividends from the net investment
income allocated to the Fund by the Portfolio (less the Fund's direct and
allocated expenses) and to distribute at least annually any net realized capital
gains so allocated. A portion of distributions from net investment income may be
eligible for the dividends-received deduction for corporations. The Fund's
distributions from its net investment income, net short-term capital gains and
certain net foreign exchange gains will be taxable to shareholders as ordinary
income, whether received in cash or reinvested in additional shares. The Fund's
distributions from its net long-term capital gains are taxable to shareholders
as such, whether received in cash or reinvested in additional shares and
regardless of the length of time Fund shares have been owned by shareholders. If
shares are purchased shortly before the record date of a distribution, the
shareholder will pay the full price for the shares and then receive some portion
of the price back as a taxable distribution. Certain distributions, if declared
by the Fund in October, November or December and paid the following January,
will be taxable to shareholders as if received on December 31 of the year in
which they are declared.

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and dividends and distributions
paid and reinvested) for the stated period and annualizing the result. The
average annual total return calculation assumes the maximum sales charge is
deducted from the initial $1,000 purchase order and that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period. The Fund may also publish annual and cumulative total return figures
from time to time.

PROSPECTUS
MAY 1, 1996

EV TRADITIONAL
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

- ---------------------------------------------------------------------------
INVESTMENT ADVISER OF INVESTORS PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV TRADITIONAL INVESTORS FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, 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

T-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV CLASSIC
SPECIAL EQUITIES FUND
- ------------------------------------------------------------------------------

EV CLASSIC SPECIAL EQUITIES FUND (THE "FUND") IS A MUTUAL FUND SEEKING GROWTH
OF CAPITAL. THE FUND INVESTS ITS ASSETS IN SPECIAL INVESTMENT PORTFOLIO (THE
"PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME
INVESTMENT OBJECTIVE AS THE FUND, RATHER THAN BY DIRECTLY INVESTING IN AND
MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH HISTORICALLY STRUCTURED
MUTUAL FUNDS. THE FUND IS A SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST
(THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated May 1, 1996 for the Fund, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This Statement
of Additional Information is available without charge from the Fund's
principal underwriter, Eaton Vance Distributors, Inc. (the "Principal
Underwriter"), 24 Federal Street, Boston, MA 02110 (telephone (800) 225-6265).
The Portfolio's investment adviser is Boston Management and Research (the
"Investment Adviser"), a wholly-owned subsidiary of Eaton Vance Management,
and Eaton Vance Management is the administrator (the "Administrator") of the
Fund. The offices of the Investment Adviser and the Administrator are located
at 24 Federal Street, Boston, MA 02110.

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

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

Shareholder and Fund Expenses ........................... 2 How to Buy Fund Shares .............................. 9
The Fund's Financial Highlights ......................... 3 How to Redeem Fund Shares ........................... 10
The Fund's Investment Objective ......................... 4 Reports to Shareholders ............................. 11
Investment Policies and Risks ........................... 4 The Lifetime Investing Account/Distribution Options 12
Organization of the Fund and the Portfolio .............. 5 The Eaton Vance Exchange Privilege .................. 12
Management of the Fund and the Portfolio ................ 7 Eaton Vance Shareholder Services .................... 13
Distribution Plan ....................................... 7 Distributions and Taxes ............................. 14
Valuing Fund Shares ..................................... 9 Performance Information ............................. 15
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1996

<PAGE>

<TABLE>
SHAREHOLDER AND FUND EXPENSES
- -----------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
------------------------------------------------------------------------------------------------
<S> <C>
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Contingent Deferred Sales Charge Imposed on Redemptions During the First Year (as a
percentage of redemption proceeds exclusive of all reinvestments and capital 1.00%
appreciation in the account)

NOTES:

The Fund invests exclusively in the Portfolio. The Trustees believe the aggregate per share expenses of the Fund
and the Portfolio should approximate, and over time may be less than, the per share expenses the Fund would incur
if the Trust retained the services of an investment adviser for the Fund and the Fund's assets were invested
directly in the type of securities being held by the Portfolio.

The Example should not be considered a representation of past or future expenses and actual expenses may be
greater or less than those shown. Federal regulations require the Example to assume a 5% annual return, but
actual return will vary. For further information regarding the expenses of both the Fund and the Portfolio, see
"The Fund's Financial Highlights", "Organization of the Fund and the Portfolio", "Management of the Fund and the
Portfolio" and "How to Redeem Fund Shares". A long-term shareholder in the Fund may pay more than the economic
equivalent of the maximum front-end sales charge permitted by a rule of the National Association of Securities
Dealers, Inc. See "Distribution Plan".

No contingent deferred sales charge is imposed on (a) shares purchased more than one year prior to redemption,
(b) shares acquired through the reinvestment of distributions or (c) any appreciation in value of other shares in
the account (see "How to Redeem Fund Shares"), and no such charge is imposed on exchanges of Fund shares for
shares of one or more other funds listed under "The Eaton Vance Exchange Privilege." In the Example above,
expenses would be $10 less in the first year if there was no redemption.

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements included in the Fund's annual report to shareholders
which is incorporated by reference into the Statement of Additional
Information in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing. Further
information regarding the performance of the Fund is contained in its annual
report to shareholders which may be obtained without charge by contacting the
Principal Underwriter.
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1994*
---- ----
<S> <C> <C>
NET ASSET VALUE -- beginning of year $ 9.880 $10.000
======== =======

INCOME FROM OPERATIONS:
Net investment loss $ (0.182) $(0.003)
Net realized and unrealized gain (loss) on investments 2.022 (0.117)
-------- -------
Total income (loss) from investment operations $ 1.840 $(0.120)
-------- -------

LESS DISTRIBUTIONS:
In excess of net realized loss $ (0.090) $ --
-------- -------
Total distributions $ (0.090) $ --
-------- -------
NET ASSET VALUE -- end of year $ 11.630 $ 9.880
======== =======

TOTAL RETURN(1) 18.65% (1.20)%

RATIOS/SUPPLEMENTAL DATA (TO AVERAGE DAILY NET ASSETS):**
Expenses(2) 3.44% 1.60%+
Net investment loss (2.54)% (0.59)%+
NET ASSETS, END OF YEAR (000 omitted) $ 2,139 $ 122
-------- -------
**The expenses related to the operation of the Fund reflect an allocation of
expenses to the Administrator. Had such action not been taken, net
investment loss per share and the ratios would have been as follows:

Net investment loss per share $ (0.453) $ (0.236)
Ratios (to average daily net assets)
Expenses 7.23% 45.05%+
Net investment loss (6.34)% (44.04)%+

*For the period from the start of business, November 17, 1994 to December 31, 1994.
+Computed on an annualized basis.

(1)Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net
asset value on the last day of each period reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the record date. Total return is not computed on an annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
</TABLE>
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE GROWTH OF CAPITAL. The Fund
currently seeks to meet its investment objective by investing its assets in
the Special Investment Portfolio, a separate registered investment company.
This investment structure is commonly referred to as a "master/feeder"
structure. The Fund's and the Portfolio's investment objectives are
nonfundamental and may be changed when authorized by a vote of the Trustees of
the Trust or the Portfolio, respectively, without obtaining the approval of
the Fund's shareholders or the investors in the Portfolio, as the case may be.
The Trustees of the Trust have no present intention to change the Fund's
objective and intend to submit any proposed material change in the investment
objective to shareholders in advance for their approval.

INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------
THE PORTFOLIO INVESTS PRIMARILY IN QUALITY GROWTH SECURITIES. Although there
is no formula as to the percentage of assets that will be invested in any one
type of security, the policy of the Portfolio is to invest principally (i.e.,
at least 65% of its total assets during normal investment conditions) in
equity securities, including common stocks and securities convertible into
common stocks, of publicly held companies combining characteristics of both
growth and quality sought by the Portfolio. Any income received will be
incidental to the Portfolio's objective of capital growth. The criteria for
investments in convertible debt are the same as those used for the common
stock of the issuer. The Portfolio does not currently intend to invest more
than 5% of its net assets in convertible debt. The Portfolio may invest in
companies that have market capitalizations of $250 million or less. Investment
in the securities of such companies may be characterized as involving greater
relative risk due to their smaller size. From time to time, the Portfolio may
also invest in bonds, notes and certificates of indebtedness if in the
Investment Adviser's judgment such investments are consistent with the
Portfolio's objective; however, the Portfolio does not currently intend to
invest more than 5% of its net assets in each of such investments and
currently intends to limit its investments in non-convertible debt to non-
convertible debt rated investment grade (i.e., rated Baa or higher by Moody's
Investors Service, Inc. or BBB or higher by Standard & Poor's Ratings Group)
or, if unrated, determined to be of comparable quality by the Investment
Adviser.

Realization of the Portfolio's objective will depend to a large extent on the
accuracy of earnings projections, which are not subject to exact prediction.
If, in the opinion of the Investment Adviser, market conditions are such that
a more conservative approach to investments is deemed desirable, the Portfolio
may temporarily make substantial investments in investment grade fixed-income
obligations of all types and U.S. Government obligations, or in bonds, notes
or other certificates of indebtedness.The Portfolio may also temporarily
borrow up to 5% of the value of its total assets to satisfy redemption
requests or settle securities transactions.

In the view of the Investment Adviser, a growth security is an equity security
of a company which has shown relative gains in earning power over a period of
years substantially above that achieved by the economy as a whole and which,
the Investment Adviser expects, will continue to show such gains. It is the
intention of the Portfolio that its portfolio will be concentrated in
securities of companies which, in the Investment Adviser's judgment, seem
likely to double their earning power within a five-year period. To achieve
this objective, a company would require minimum average annual compound rates
of growth over such period of at least 15%. There is, of course, no assurance
that the Investment Adviser will be successful in selecting securities of
companies which meet these standards. In recommending portfolio investments on
behalf of the Portfolio, the Investment Adviser will consider that the quality
of a security depends upon the ability, motivation, depth and integrity of the
issuer's management, the importance of the enterprise in its industry and the
relative importance of the industry within the broad economic framework, the
current financial strength of the enterprise in terms of ability to cushion
adversity and to fund the expansion of activities, and the reliability of
final demand characteristics for products or services. The Portfolio would
generally expect to hold its securities until the Investment Adviser's
judgment of the issuing company's prospects is altered and/or the price of the
company's securities appears to over-discount prospective earnings progress as
compared with other issues with similar characteristics.

The Portfolio may invest in securities issued by foreign companies (including
American Depository Receipts and Global Depository Receipts). Such investments
may be subject to various risks such as fluctuations in currency and exchange
rates, foreign taxes, social, political and economic conditions in the
countries in which such companies operate, and changes in governmental,
economic or monetary policies both here and abroad. There may be less publicly
available information about a foreign company than about a comparable domestic
company. Because the securities markets in many foreign countries are not as
developed as those in the United States, the securities of many foreign
companies are less liquid and their prices are more volatile than securities
of comparable domestic companies. In order to hedge against possible
variations in foreign exchange rates pending the settlement of foreign
securities transactions, the Portfolio may buy or sell foreign currencies.

An investment in the Fund entails the risk that the principal value of Fund
shares may not increase or may decline. The Portfolio's investments in equity
securities are subject to the risk of adverse developments affecting
particular companies or industries and the stock market generally. Investments
in bonds are subject to the risk that the issuer may default on its
obligations to pay principal and interest. The value of bonds tends to
increase during periods of falling interest rates and to decline during
periods of rising interest rates.

The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder
vote and an investor vote, respectively. Except for such enumerated
restrictions and as otherwise indicated in this Prospectus, the investment
objective and policies of the Fund and the Portfolio are not fundamental
policies and accordingly may be changed by the Trustees of the Trust and the
Portfolio without obtaining the approval of the Fund's shareholders or the
investors in the Portfolio, as the case may be. If any changes were made in
the Fund's investment objective, the Fund might have an investment objective
different from the objective which an investor considered appropriate at the
time the investor became a shareholder of the Fund.

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

The Fund is a diversified series of Eaton Vance Special Investment Trust, a
business trust established under Massachusetts law pursuant to a Declaration
of Trust dated March 27, 1989, as amended. THE TRUSTEES OF THE TRUST ARE
RESPONSIBLE FOR THE OVERALL MANAGEMENT AND SUPERVISION OF ITS AFFAIRS. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Fund). Each share
represents an equal proportionate beneficial interest in the Fund. When issued
and outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Fund Shares". Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing its assets in an interest in the Portfolio,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash).
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 Fund's Investment Objective" and "Investment Policies
and Risks". Further information regarding investment practices may be found in
the Statement of Additional Information.

The Fund may withdraw (completely redeem) all its assets from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the
best interest of the Fund to do so. The investment objective and the
nonfundamental investment policies of the Fund and the Portfolio may be
changed by the Trustees of the Trust and the Portfolio without obtaining the
approval of the shareholders of the Fund or the investors in the Portfolio, as
the case may be. Any such change of the investment 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 the
Fund, those shares may be subject to a contingent deferred sales charge, as
described in "How to Redeem Fund Shares". In the event the Fund withdraws all
of its assets from the Portfolio, or the Board of Trustees of the Trust
determines that the investment objective of the Portfolio is no longer
consistent with the investment objective of the Fund, such Trustees would
consider what action might be taken, including investing the assets of the
Fund in another pooled investment entity or retaining an investment adviser to
manage the Fund's assets in accordance with its investment objective. The
Fund's investment performance may be affected by a withdrawal of all its
assets from the Portfolio.

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 a larger investor 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.

The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.
Whenever the Fund as an investor in the Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. The Fund shall vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.

The Trustees of the Trust, including a majority of the noninterested Trustees,
have approved written procedures designed to identify and address any
potential conflicts of interest arising from the fact that the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take 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
the Trust and the Portfolio, see the Statement of Additional Information.

Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. BMR also
furnishes for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. Under its investment advisory agreement with the Portfolio, BMR
receives a monthly advisory fee of 5/96 of 1% (equivalent to 0.625% annually)
of the average daily net assets of the Portfolio. For the fiscal year ended
December 31, 1995, the Portfolio paid BMR advisory fees equivalent to 0.625%
of the Portfolio's average daily net assets for such year.

Clifford H. Krauss has acted as the portfolio manager of the Portfolio since
it commenced operations. Mr. Krauss has been a Vice President of Eaton Vance
since 1987 and of BMR since 1992.

The Trust has retained the services of Eaton Vance to act as Administrator of
the Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objective of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives
no compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.

The Portfolio and the Fund, as the case may be, will each be responsible for
all respective costs and expenses not expressly stated to be payable by BMR
under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by EVD under the distribution agreement.

DISTRIBUTION PLAN
- ------------------------------------------------------------------------------
THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION PLAN
(THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE "1940 ACT"). Rule 12b-1 permits a mutual fund, such as the Fund, to
finance distribution activities and bear expenses associated with the
distribution of its shares provided that any payments made by the Fund are
made pursuant to a written plan adopted in accordance with the Rule. The Plan
is subject to, and complies with, the sales charge rule of the National
Association of Securities Dealers, Inc. (the "NASD Rule"). The Plan is
described further in the Statement of Additional Information, and the
following is a description of the salient features of the Plan. The Plan
provides that the Fund, subject to the NASD Rule, will pay sales commissions
and distribution fees to the Principal Underwriter only after and as a result
of the sale of shares of the Fund. On each sale of Fund shares (excluding
reinvestment of distributions) the Fund will pay the Principal Underwriter
amounts representing (i) sales commissions equal to 6.25% of the amount
received by the Fund for each share sold and (ii) distribution fees calculated
by applying the rate of 1% over the prime rate then reported in The Wall
Street Journal to the outstanding balance of Uncovered Distribution Charges
(as described below) of the Principal Underwriter. On sales of shares made
prior to January 30, 1995, the Principal Underwriter currently pays monthly
sales commissions to a financial service firm (an "Authorized Firm") in
amounts anticipated to be equivalent to .75%, annualized, of the assets
maintained in the Fund by the customers of such Firm. On sales of shares made
on January 30, 1995 and thereafter, the Principal Underwriter currently
expects to pay to an Authorized Firm (a) sales commissions (except on exchange
transactions and reinvestments) at the time of sale equal to .75% of the
purchase price of the shares sold by such Firm and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of shares
sold by such Firm and remaining outstanding for at least one year. The Plan is
designed to permit an investor to purchase Fund shares through an Authorized
Firm without incurring an initial sales charge and at the same time permit the
Principal Underwriter to compensate Authorized Firms in connection with the
sale of Fund shares.

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

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid during any fiscal year, a high level of sales of Fund
shares during the initial years of the Fund's operations would cause a large
portion of the sales commission attributable to a sale of Fund shares to be
accrued and paid by the Fund to the Principal Underwriter in fiscal years
subsequent to the year in which such shares were sold. This spreading of sales
commissions payments under the Plan over an extended period would result in
the incurrence and payment of increased distribution fees under the Plan. For
the fiscal year ended December 31, 1995, the Fund paid or accrued sales
commissions under the Plan equivalent to .75% of the Fund's average daily net
assets for such year. As at December 31, 1995, the Uncovered Distribution
Charges of the Principal Underwriter calculated under the Plan amounted to
approximately $132,975 (equivalent to 6.2% of the Fund's net assets on such
day).

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
The Trustees of the Trust have initially implemented this provision of the
Plan by authorizing the Fund to make monthly service fee payments to the
Principal Underwriter in amounts not expected to exceed .25% of the Fund's
average daily net assets for any fiscal year. The Fund accrues the service fee
daily at the rate of 1/365 of .25% of the Fund's net assets. On sales of
shares made prior to January 30, 1995, the Principal Underwriter currently
makes monthly service fee payments to an Authorized Firm in amounts
anticipated to be equivalent to .25%, annualized, of the assets maintained in
the Fund by the customers of such Firm. On sales of shares made on January 30,
1995 and thereafter, the Principal Underwriter currently expects to pay to an
Authorized Firm (a) a service fee (except on exchange transactions and
reinvestments) at the time of sale equal to .25% of the purchase price of the
shares sold by such Firm, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of shares sold by such Firm and
remaining outstanding for at least one year. During the first year after a
purchase of Fund shares, the Principal Underwriter will retain the service fee
as reimbursement for the service fee payment made to the Authorized Firm at
the time of sale. As permitted by the NASD Rule, all service fee payments are
made for personal services and/or the maintenance of shareholder accounts.
Service fees are separate and distinct from the sales commissions and
distribution fees payable by the Fund to the Principal Underwriter, and as
such are not subject to automatic discontinuance when there are no outstanding
Uncovered Distribution Charges of the Principal Underwriter. For the fiscal
year ended December 31, 1995, the Fund paid or accrued service fees under the
Plan equivalent to .25% of the Fund's average daily net assets for such year.

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

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

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

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) in
the manner authorized by the Trustees of the Portfolio. Net asset value is
computed by subtracting the liabilities of the Portfolio from the value of its
total assets. Securities listed on securities exchanges or in the NASDAQ
National Market are valued at closing sale prices. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information.

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

In connection with employee benefit or other continuous group purchase plans
under which the average initial purchase by a participant of the plan is
$1,000 or more, the Fund may accept initial investments of less than $1,000 on
the part of an individual participant. In the event a shareholder who is a
participant of such a plan terminates participation in the plan, his or her
shares will be transferred to a regular individual account. However, such
account will be subject to the right of redemption by the Fund as described
under "How to Redeem Fund Shares."

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Classic Special Equities Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Classic Special Equities Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, BOS725, P.O. BOX 1559, BOSTON, MASSACHUSETTS 02104, during its
business hours a written request for redemption in good order, plus any share
certificates with executed stock powers. The redemption price will be based on
the net asset value per Fund share next computed after such delivery. Good
order means that all relevant documents must be endorsed by the record owner
(s) exactly as the shares are registered and the signature(s) must be
guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or
certain banks, savings and loan institutions, credit unions, securities
dealers, securities exchanges, clearing agencies and registered securities
associations as required by a regulation of the Securities and Exchange
Commission and acceptable to First Data Investor Services Group. 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 First
Data Investor Services Group, the Fund will make payment in cash for the net
asset value of the shares as of the date determined above, reduced by the
amount of any applicable contingent deferred sales charges (described below)
and any federal income tax required to be withheld. Although the Fund normally
expects to make payment in cash for redeemed shares, the Trust, subject to
compliance with applicable regulations, has reserved the right to pay the
redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn by the Fund
from the Portfolio. The securities so distributed would be valued pursuant to
the Portfolio's valuation procedures. If a shareholder received a distribution
in kind, the shareholder could incur brokerage or other charges in converting
the securities to cash.

To sell shares at their net asset value through an Authorized Firm (a
repurchase), a shareholder can place a repurchase order with the Authorized
Firm, which may charge a fee. The value of such shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It
is the Authorized Firm's responsibility to transmit promptly repurchase orders
to EVD. Throughout this Prospectus, the word "redemption" is generally meant
to include a repurchase.

Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem accounts with balances of less than $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make an
additional purchase. However, no such redemption would be required by the
Fund if the cause of the low account balance was a reduction in the net asset
value of Fund shares. No contingent deferred sales charge will be imposed with
respect to such involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first year of
their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
equal to 1% of the net asset value of the redeemed shares. This contingent
deferred sales charge is imposed on any redemption the amount of which exceeds
the aggregate value at the time of redempton of (a) all shares in the account
purchased more than one year prior to the redemption, (b) all shares in the
account acquired through reinvestment of distributions, and (c) the increase,
if any, in the value of all other shares in the account (namely those
purchased within the year preceding the redemption) over the purchase price of
such shares. Redemptions are processed in a manner to maximize the amount of
redemption proceeds which will not be subject to a contingent deferred sales
charge. That is, each redemption will be assumed to have been made first from
the exempt amounts referred to in clauses (a), (b) and (c) above, and second
through liquidation of those shares in the account referred to in clause (c)
on a first-in-first-out basis. As described under "Distribution Plan", the
contingent deferred sales charge will be paid to the Principal Underwriter or
the Fund.

In calculating the contingent deferred sales charge upon the redemption of
Fund shares acquired in an exchange for shares of a fund currently listed
under "The Eaton Vance Exchange Privilege," the purchase of Fund shares
acquired in the exchange is deemed to have occurred at the time of the
original purchase of the exchanged shares.

No contingent deferred sales charge will be imposed on Fund shares which have
been sold to Eaton Vance or its affiliates, or to their respective employees
or clients. The contingent deferred sales charge will also be waived for
shares redeemed (1) pursuant to a Withdrawal Plan (see "Eaton Vance
Shareholder Services"), (2) as part of a distribution from a retirement plan
qualified under Section 401, 403(b) or 457 of the Internal Revenue Code of
1986, as amended ("the Code") or (3) as part of a minimum required
distribution from other tax-sheltered retirement plans.
REPORTS TO SHAREHOLDERS
- ------------------------------------------------------------------------------
THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual
reports are audited by the Fund's independent accountants. Shortly after the
end of each calendar year, the Fund will furnish all shareholders with
information necessary for preparing federal and state tax returns.

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

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S
TRANSFER AGENT, FIRST DATA INVESTOR SERVICES GROUP, WILL SET UP A LIFETIME
INVESTING ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This account is a
complete record of all transactions between the investor and the Fund which at
all times shows the balance of shares owned. The Fund will not issue share
certificates except upon request.

Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the
transaction and the current balance in the account. (Under certain investment
plans, statements may be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT
ALSO PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING
A CHECK FOR $50 OR MORE to First Data Investor Services Group.