EATON VANCE SPECIAL INVESTMENT TRUST
485BPOS, 1997-12-30
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<PAGE>

   
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
    

                                                     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. 50              [X]
    
                            REGISTRATION STATEMENT
                                    UNDER
                      THE INVESTMENT COMPANY ACT OF 1940            [X]
   
                               AMENDMENT NO. 37                     [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)

                                ALAN R. DYNNER
                24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
                    --------------------------------------
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective pursuant to Rule 485
(check appropriate box):
[ ] immediately upon filing pursuant to     [ ] on (date) pursuant to
    paragraph (b)                               paragraph (a)(1)
   
[X] on January 1, 1998 pursuant to          [ ] 75 days after filing pursuant to
    paragraph (b)                               paragraph (a)(2)
    
[ ] 60 days after filing pursuant to        [ ] on (date) pursuant to
    paragraph (a)(1)                            paragraph (a)(2).
                                     

If appropriate, check the following box:

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

TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest

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

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

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

   
    Part A -- The combined Prospectus of:
              Eaton Vance Investors Fund
              Eaton Vance Stock Fund
              Eaton Vance Special Equities Fund
              Eaton Vance Total Return Fund

              The Prospectuses of:
              Eaton Vance Emerging Markets Fund
              Eaton Vance Greater India Fund

    Part B -- The combined Statement of Additional Information of:
              Eaton Vance Investors Fund
              Eaton Vance Stock Fund
              Eaton Vance Special Equities Fund
              Eaton Vance Total Return Fund

              The Statements of Additional Information of:
              Eaton Vance Emerging Markets Fund
              Eaton Vance Greater India 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 Prospectus and Statement of
Additional Information of any series of the Registrant not identified above.
<PAGE>

                           EATON VANCE GROWTH TRUST
<TABLE>
<S>                                     <C>                                 <C> 
   
EATON VANCE INVESTORS FUND              EATON VANCE STOCK FUND              EATON VANCE EMERGING MARKETS FUND
EATON VANCE SPECIAL EQUITIES FUND       EATON VANCE TOTAL RETURN FUND       EATON VANCE GREATER INDIA FUND   
                                        
                                            CROSS REFERENCE SHEET
                                         ITEMS REQUIRED BY FORM N-1A
<CAPTION>
PART A
ITEM NO.          ITEM CAPTION                                              PROSPECTUS CAPTION
- --------          ------------                         -------------------------------------------------------------
<S>               <C>                                  <C> 

 1. ............  Cover Page                           Cover Page
    
 2. ............  Synopsis                             Shareholder and Fund Expenses
 3. ............  Condensed Financial Information      The Fund's (or Funds') Financial Highlights; Performance
                                                         Information
   
 4. ............  General Description of Registrant    The Fund's (or Funds') Investment Objective; Investment
                                                         Policies and Risks; Investment Opportunities in India and
                                                         the Indian Subcontinent (for Greater India Fund only);
                                                         Investment Opportunities in Emerging Markets (for Emerging
                                                         Markets Fund only); Organization of the Fund and the
                                                         Portfolio (or Organization of the Funds and the Portfolios)
    
 5. ............  Management of the Fund               Management of the Fund and the Portfolio (or Management of
                                                         Funds and the Portfolios)
 5A.............  Management's Discussion of Fund      Not Applicable
                    Performance
 6. ............  Capital Stock and Other Securities   Organization of the Fund and the Portfolio (or Organization
                                                         of the Funds and the Portfolios); Reports to Shareholders;
                                                         The Lifetime Investing Account/Distribution Options;
                                                         Distributions and Taxes
 7. ............  Purchase of Securities Being         Valuing Shares; How to Buy Shares; Distribution and Service
                    Offered                              Plans; The Lifetime Investing Account/Distribution Options;
                                                         The Eaton Vance Exchange Privilege; Eaton Vance Shareholder
                                                         Services
 8. ............  Redemption or Repurchase             How to Redeem Shares
 9. ............  Pending Legal Proceedings            Not Applicable
<CAPTION>

   
PART B
ITEM NO.          ITEM CAPTION                                  STATEMENT OF ADDITIONAL INFORMATION CAPTION
- --------          ------------                         -------------------------------------------------------------
<S>               <C>                                  <C> 
10. ............  Cover Page                           Cover Page
    
11. ............  Table of Contents                    Table of Contents
12. ............  General Information and History      Other Information
13. ............  Investment Objective and Policies    Additional Information about Investment Policies; Investment
                                                         Restrictions
14. ............  Management of the Fund               Trustees and Officers
15. ............  Control Persons and Principal        Control Persons and Principal Holders of Securities
                    Holders of Securities
   
16. ............  Investment Advisory and Other        Investment Adviser and Administrator (for Investors, Special
                    Services                             Equities, Stock and Total Return Funds); Management of the
                                                         Funds and the Portfolios (for Emerging Markets and Greater
                                                         India Funds); Service Plan -- Class A Shares (for Investors,
                                                         Special Equities, Stock and Total Return Funds only);
                                                         Distribution Plans -- Class A (for Emerging Markets and
                                                         Greater India Funds), Class B and Class C Shares; Custodian;
                                                         Independent Accountants (for Investors, Special Equities,
                                                         Stock and Total Return Funds); Independent Certified Public
                                                         Accountants (for Emerging Markets and Greater India Funds);
                                                         Other Information
    
17. ............  Brokerage Allocation and Other       Portfolio Security Transactions
                    Practices
18. ............  Capital Stock and Other Securities   Other Information
   
19. ............  Purchase, Redemption and Pricing of  Determination of Net Asset Value; Principal Underwriter;
                    Securities Being Offered             Services for Accumulation -- Class A Shares; Service for
                                                         Withdrawal; Service Plan -- Class A Shares (for Investors,
                                                         Special Equities, Stock and Total Return Funds only);
                                                         Distribution Plans -- Class A (for Emerging Markets and
                                                         Greater India Funds), Class B and Class C Shares
    
20. ............  Tax Status                           Taxes
21. ............  Underwriters                         Principal Underwriter
22. ............  Calculation of Performance Data      Investment Performance
23. ............  Financial Statements                 Financial Statements
</TABLE>
<PAGE>
[LOGO]
                 Investing

                 for the
EATON VANCE
- -------------    21st
Mutual Funds
                 Century

                                     PART A
                      INFORMATION REQUIRED IN A PROSPECTUS

   
                           EATON VANCE INVESTORS FUND
                        EATON VANCE SPECIAL EQUITIES FUND
                             EATON VANCE STOCK FUND
                          EATON VANCE TOTAL RETURN FUND

EATON VANCE INVESTORS FUND ("Investors Fund") is a mutual fund seeking to
provide current income and long-term growth of capital.

EATON VANCE SPECIAL EQUITIES FUND ("Special Equities Fund") is a mutual fund
seeking growth of capital.

EATON VANCE STOCK FUND ("Stock Fund") is a mutual fund seeking growth of
principal and income.

EATON VANCE TOTAL RETURN FUND ("Total Return Fund") is a mutual fund seeking
high total return from relatively predictable income in conjunction with capital
appreciation, consistent with prudent management and preservation of capital.

Each Fund invests its assets in a corresponding diversified open-end investment
company (a "Portfolio") having the same investment objective as the fund, rather
than by directly investing in and managing its own portfolio of securities. Each
Fund is a series of Eaton Vance Special Investment Trust (the "Trust").

FUND SHARES 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. FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING
FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE PRINCIPAL
INVESTMENT.

This combined Prospectus is designed to provide you with information you should
know before investing. Please retain this document for future reference. A
combined Statement of Additional Information dated January 1, 1998 for the
Funds, as supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated herein by reference.
This Statement of Additional Information is available without charge from the
Funds' principal underwriter, Eaton Vance Distributors, Inc. (the "Principal
Underwriter") (telephone (800) 225-6265). Boston Management and Research (the
"Investment Adviser"), a wholly-owned subsidiary of Eaton Vance Management,
serves as each Portfolio's investment adviser and Eaton Vance Management is each
Fund's administrator (the "Administrator"). The offices of the Principal
Underwriter, Investment Adviser and 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.

CONTENTS
   
<TABLE>
<CAPTION>
                                                       Page                                                     Page
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C> <C>                                                  <C>
Shareholder and Fund Expenses                             2  How to Buy Shares                                    15
The Funds' Financial Highlights                           4  How to Redeem Shares                                 17
The Funds' Investment Objectives                          8  Reports to Shareholders                              18
Investment Policies and Risks                             8  The Lifetime Investing Account/Distribution Options  18
Organization of the Funds and the Portfolios             11  The Eaton Vance Exchange Privilege                   19
Management of the Funds and the Portfolios               12  Eaton Vance Shareholder Services                     20
Distribution and Service Plans                           13  Distributions and Taxes                              21
Valuing Shares                                           14  Performance Information                              21
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
                       PROSPECTUS DATED JANUARY 1, 1998
    
<PAGE>

   
SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
                                              Class A      Class B    Class C
                                              Shares       Shares     Shares
- --------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)          5.75%        None       None
Sales Charge Imposed on Reinvested
Distributions                                  None         None       None
Fees to Exchange Shares                        None         None       None
Maximum Contingent Deferred Sales Charge       None         5.00%      1.00%

Annual Fund and Allocated Portfolio Operating Expenses (as a percentage of
average daily net assets)

                                            Rule 12b-1
                            Investment     Distribution                Total
                             Adviser          and/or        Other    Operating
                               Fees        Service Fees   Expenses   Expenses
- --------------------------------------------------------------------------------
Investors Fund
  Class A shares              0.63%            0.09%        0.24%      0.96%
  Class B shares              0.63             0.98         0.24       1.85
  Class C shares              0.63             1.00         0.24       1.87

Special Equities Fund
  Class A shares              0.63%            0.11%        0.38%      1.12%
  Class B shares              0.63             0.93         0.38       1.94
  Class C shares              0.63             1.00         0.38       2.01

Stock Fund
  Class A shares              0.63%            0.12%        0.28%      1.03%
  Class B shares              0.63             0.98         0.28       1.89
  Class C shares              0.63             1.00         0.28       1.91

Total Return Fund
  Class A shares              0.65%            0.24%        0.25%      1.14%
  Class B shares              0.65             0.99         0.25       1.89
  Class C shares              0.65             1.00         0.25       1.90

EXAMPLE
An investor would pay the following expenses and, in the case of Class A shares,
maximum initial sales charge, or, in the case of Class B and Class C shares, the
applicable contingent deferred sales charge on a $1,000 investment, assuming (a)
5% annual return and (b) redemption at the end of each period (and, for Class B
and Class C shares, no redemption):

                              1 Year          3 Years      5 Years   10 Years
- --------------------------------------------------------------------------------
Investors Fund
  Class A shares               $67             $ 86         $108       $169
  Class B shares                69               98          120        217
  Class B shares (no
    redemption)                 19               58          100        217
  Class C shares                29               59          101        219
  Class C shares (no
    redemption)                 19               59          101        219

Special Equities Fund
  Class A shares               $68             $ 91         $116       $186
  Class B shares                70              101          125        226
  Class B shares (no
    redemption)                 20               61          105        226
  Class C shares                30               63          108        234
  Class C shares (no
    redemption)                 20               63          108        234

Stock Fund
  Class A shares               $67             $ 88         $111       $176
  Class B shares                69               99          122        221
  Class B shares (no
    redemption)                 19               59          102        221
  Class C shares                29               60          103        223
  Class C shares (no
    redemption)                 19               60          103        223

                              1 Year          3 Years      5 Years   10 Years
- --------------------------------------------------------------------------------
Total Return Fund
  Class A shares               $68             $ 92         $117       $188
  Class B shares                69               99          122        221
  Class B shares (no
    redemption)                 19               59          102        221
  Class C shares                29               60          103        222
  Class C shares (no
    redemption)                 19               60          103        222

NOTES: The table and Example summarize the aggregate expenses of the Portfolios
and each Class of shares of the Funds and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in a Fund. Information for Class A shares is based on the most recent
fiscal year. Information for Class B and C shares is estimated based upon the
most recent fiscal year of its predecessor fund adjusted for the multiple-class
structure.

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.
Long-term shareholders in Class B and Class C shares pay more than the economic
equivalent of the maximum front-end sales charge permitted by a rule of the
National Association of Securities Dealers, Inc. For further information
regarding the expenses of both the Funds and the Portfolios see "The Funds"
Financial Highlights," "Management of the Funds and the Portfolios,"
"Distribution and Service Plans" and How to Redeem Shares."

Each Fund offers multiple classes of shares. Class A shares are sold subject to
a sales charge imposed at the time of purchase. No sales charge is payable at
the time of purchase on investments in Class A shares of $1 million or more.
However, a contingent deferred sales charge ("CDSC") of 1% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. Class B shares are sold subject to a declining CDSC (5% maximum) if
redeemed within six years of purchase and Class C shares are sold subject to a
1% CDSC if redeemed within one year of purchase. The CDSC does not apply in
certain circumstances. See "How to Buy Shares" and "How to Redeem Shares."

Each Fund invests exclusively in its corresponding Portfolio. Other investors
with different distribution arrangements and fees may invest in the Portfolios
in the future. See "Organization of the Funds and the Portfolios."
    
<PAGE>

   
THE FUNDS' FINANCIAL HIGHLIGHTS

The following information should be read in conjunction with the financial
statements that appear in the Funds' semi-annual and annual reports to
shareholders. The Funds' annual financial statements have been audited by
Coopers & Lybrand L.L.P., independent accountants, as experts in accounting and
auditing. The annual financial statements, the report of independent accountants
and the unaudited semi-annual financial statements are incorporated by reference
into the Statement of Additional Information. The Financial Highlights for
Investors Fund, Special Equities Fund, Stock Fund and Total Return Fund for each
of the five years in the periods ended January 31, 1992, December 31, 1991,
December 31, 1991 and December 31, 1991, respectively, presented here, were
audited by other auditors whose reports dated March 2, 1992, January 21, 1992,
January 21, 1992 and February 7, 1992, respectively, expressed an unqualified
opinion on such financial highlights. Further information regarding the
performance of a Fund is contained in its annual and semi-annual reports to
shareholders which may be obtained without charge by contacting the Principal
Underwriter. The financial information for each of the periods presented in the
Funds' Financial Highlights are for a Fund prior to reclassification as a
separate Class of shares on January 1, 1998. Information for the new Classes of
shares is not presented because these classes did not exist prior to January 1,
1998. The Financial Highlights for the new Classes will differ due to the
different fees borne by them.

<TABLE>
<CAPTION>
                                          Investors Fund (Class A Shares)
                    --------------------------------------------------------------------------
                          Six Months 
                            Ended      Year Ended December 31,      Year Ended January 31,
                         June 30, 1997 -----------------------  ------------------------------
                          (Unaudited)     1996        1995*       1995       1994       1993
- ----------------------------------------------------------------------------------------------
<S>                        <C>          <C>         <C>         <C>        <C>        <C>     
Net asset value,
  beginning of period      $  8.090     $  8.150    $  6.840    $  7.600   $  7.390   $  7.500
                           --------     --------    --------    --------   --------   --------
  Income (loss) from
    operations:                               
  Net investment income    $  0.101     $  0.254    $  0.254    $  0.283   $  0.217   $  0.342
  Net realized and                                             
    unrealized gain                                            
    (loss) on investments     0.914        0.821       1.641      (0.623)     0.833      0.318
                                                               
                           --------     --------    --------    --------   --------   --------
      Total income                                             
        (loss) from                                            
        operations         $  1.015     $  1.075    $  1.895    $ (0.340)  $  1.050   $  0.660
                           --------     --------    --------    --------   --------   --------
  Less distributions:                                          
  From net investment                                          
    income                 $ (0.100)    $ (0.254)   $ (0.248)   $ (0.275)  $ (0.307)  $ (0.360)
  In excess of net                                             
   investment income(3)          --       (0.001)         --          --     (0.008)        -- 
  From realized gain                                           
    on investments           (0.155)      (0.880)     (0.337)     (0.145)    (0.525)    (0.410)
  From paid in capital           --           --          --          --         --         -- 
                           --------     --------    --------    --------   --------   --------
      Total distributions  $ (0.255)    $ (1.135)   $ (0.585)   $ (0.420)  $ (0.840)  $ (0.770)
                           --------     --------    --------    --------   --------   --------
Net asset value,                                               
  end of period            $  8.850     $  8.090    $  8.150    $  6.840   $  7.600   $  7.390
                           ========     ========    ========    ========   ========   ========
Total Return(2)              12.72%       13.61%      28.36%     (4.45)%     15.13%      9.30%
Ratios/Supplemental Data:                                    
  Net assets, end of                                             
   period (000's omitted)  $258,670     $240,217    $236,870    $200,419   $227,402   $212,545
  Ratio of net expenses to                                       
   average daily                                              
   net assets**              1.15%++      0.93%       0.95%++     0.91%      0.90%      0.89%
  Ratio of net                                                 
   investment                                                 
   income to                                                  
   average daily                                              
   net assets                 2.40%++      3.03%       3.60%++     4.05%      4.07%      4.62%
Portfolio Turnover***           15%          64%         47%         28%        44%        32%
</TABLE>


    
<PAGE>
<TABLE>
<CAPTION>
   
                                                            Investors Fund (Class A Shares)
                                           -----------------------------------------------------------------
                                                                 Year Ended January 31,
                                           ------------------------------------------------------------------
                                             1992+            1991+           1990+       1989+       1988+
- -------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>          <C>        <C>     
Net asset value,
  beginning of period                      $  7.060         $  7.180         $  7.330     $  6.940   $  8.270
                                           --------         --------         --------     --------   --------
Income (loss) from
  Net investment income                    $  0.364         $  0.417         $  0.427     $  0.390   $  0.357
  Net realized and unrealized gain
    (loss) on investments                     0.736            0.103            0.303        0.500     (0.387)
                                           --------         --------         --------     --------   --------
      Total income (loss) from
        operations                         $  1.100         $  0.520         $  0.730     $  0.890   $ (0.030)
                                           --------         --------         --------     --------   --------
Less distributions
  From net investment income               $ (0.360)        $ (0.430)        $ (0.420)    $ (0.370)  $ (0.360)
  In excess of net investment
    income(3)                                    --               --               --           --         --
  From realized gain
    on investments                           (0.300)          (0.198)          (0.460)      (0.130)    (0.622)
  From paid in
    capital                                      --           (0.012)              --           --     (0.318)
                                           --------         --------         --------     --------   --------
      Total distributions                  $ (0.660)        $ (0.640)        $ (0.880)    $ (0.500)  $ (1.300)
                                           --------         --------         --------     --------   --------
Net asset value, end of period             $  7.500         $  7.060         $  7.180     $  7.330   $  6.940
                                           ========         ========         ========     ========   ========
Total Return(2)                              16.26%            7.78%           10.27%       13.40%    (0.39)%
  Ratios/Supplementa
  Net assets, end of
    period (000's omitted)                 $2 0,197         $198,066         $204,030     $209,544   $209,820
  Ratio of net expenses to
    average daily net assets**                0.86%            0.89%            0.92%        0.93%      0.90%
  Ratio of net investment income to
    average daily net assets                  4.96%            5.99%            5.73%        5.54%      4.40%
Portfolio Turnover***                           51%              66%              56%          53%        75%
</TABLE>

                                                     (See footnotes on page 7.)

    
<PAGE>

   

THE FUNDS' FINANCIAL HIGHLIGHTS (continued)

<TABLE>
<CAPTION>
                                                        Special Equities Fund (Class A Shares)
                    --------------------------------------------------------------------------------------------------------------
                     Six Months
                        Ended                                         Year Ended December 31,
                    June 30, 1997--------------------------------------------------------------------------------------------------
                     (Unaudited)  1996      1995      1994      1993      1992      1991+     1990+     1989+     1988+     1987+
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>    
Net asset value,
  beginning of period $ 8.950   $ 7.980   $ 6.880   $ 8.430   $ 8.990   $ 9.520   $ 6.810   $ 7.050   $ 6.080   $ 5.470   $ 5.380
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Income (loss)
   from operations:
  Net investment
    income (loss)     $(0.020)  $(0.009)  $(0.009)  $(0.013)  $(0.018)  $ 0.006   $ 0.004   $ 0.033   $ 0.032   $ 0.050   $ 0.005
  Net realized and
    unrealized gain
    (loss) on
    investments         0.295     1.874     1.599    (0.807)    0.108     0.239     3.776     0.130     1.382     0.560     0.109
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
      Total income
        (loss) from
        operations    $ 0.275   $ 1.865   $ 1.590   $(0.820)  $ 0.090   $ 0.245   $ 3.780   $ 0.163   $ 1.414   $ 0.610   $ 0.114
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
Less distributions:
  From net realized
    gain on
    investments       $(1.255)  $(0.895)  $(0.490)  $(0.727)  $(0.650)  $(0.775)  $(1.070)  $(0.403)  $(0.444)  $ --      $(0.024)
  From tax return of
    capital             --        --        --       (0.003)    --        --        --        --        --        --        --
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
      Total
       distributions  $(1.255)  $(0.895)  $(0.490)  $(0.730)  $(0.650)  $(0.775)  $(1.070)  $(0.403)  $(0.444)  $ --      $(0.024)
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
Net asset value, end
 of period            $ 7.970   $ 8.950   $ 7.980   $ 6.880   $ 8.430   $ 8.990   $ 9.520   $ 6.810   $ 7.050   $ 6.080   $ 5.470
                      =======   =======   =======   =======   =======   =======   =======   =======   =======   =======   =======
Total Return(2)         5.39%    23.76%    23.31%   (9.60)%     1.14%     2.71%    57.33%     2.50%    23.57%    11.21%     2.04%
Ratios/Supplemental Data:
  Net assets, end of
    period (000's
    omitted)          $76,299   $76,999   $70,456   $63,852   $78,132   $76,544   $77,324   $50,094   $53,488   $34,231   $33,313
  Ratio of expenses
    to average daily
    net assets**        1.25%++   1.04%     1.08%     1.02%     1.01%     0.96%     0.94%     1.06%     1.22%     1.24%     1.16%
  Ratio of net
    investment
    income (loss) to
    average daily
    net assets        (0.55)%++ (0.10)%   (0.12)%   (0.17)%   (0.30)%     0.07%     0.05%     0.48%     0.45%     0.87%     0.07%
Portfolio
  Turnover***            110%       91%       81%       37%       73%       48%       41%       47%       57%       33%       54%
</TABLE>
    

                                                     (See footnotes on page 7.)
<PAGE>

THE FUNDS' FINANCIAL HIGHLIGHTS (continued)

   
<TABLE>
<CAPTION>
                                                              Stock Fund (Class A Shares)
                    ---------------------------------------------------------------------------------------------------------------
                      Six Months                                       
                        Ended                                          Year Ended December 31,
                    June 30, 1997 -------------------------------------------------------------------------------------------------
                     (Unaudited)    1996      1995      1994      1993      1992       1991+     1990+     1989+     1988+     1987+
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>        <C>       <C>       <C>        <C>      <C>       <C>       <C>       <C>       <C>    
Net asset value,
  beginning of 
  period              $ 13.560   $ 12.760   $10.900   $12.490   $13.480    $14.030  $13.070   $14.710   $12.690   $12.240   $13.490
                      --------   --------   -------   -------   -------    -------  -------   -------   -------   -------   -------
Income (loss) from investment operations:
  Net investment
    income            $  0.083   $  0.228   $ 0.250   $ 0.250   $ 0.270+++ $ 0.312  $ 0.449   $ 0.564   $ 0.525   $ 0.475   $ 0.456
  Net realized and
    unrealized gain
    (loss) on
    investments          2.247      2.272     3.255    (0.765)    0.270+++   0.658    2.191    (0.504)    3.035     1.325    (0.166)
                      --------   --------   -------   -------   -------    -------  -------   -------   -------   -------   -------
      Total income
        (loss) from
        investment
        operations    $  2.330   $  2.500   $ 3.505   $(0.515)  $ 0.540    $ 0.970  $ 2.640   $ 0.060   $ 3.560   $ 1.800   $ 0.290
                      --------   --------   -------   -------   -------    -------  -------   -------   -------   -------   -------
Less distributions:
 From net
    investment
    income            $ (0.090)  $ (0.220)  $(0.251)  $(0.250)  $(0.270)   $(0.320) $(0.460)  $(0.630)  $(0.500)  $(0.450)  $(0.490)
  From net realized
    gain on
    investments         (0.410)    (1.480)   (1.394)   (0.765)   (1.260)    (1.200)  (1.220)   (1.070)   (1.040)   (0.900)   (1.050)
  In excess of net
    realized gain on
    investments(3)       --         --        --       (0.060)    --        --        --        --        --        --        --
                      --------   --------   -------   -------   -------    -------  -------   -------   -------   -------   -------
      Total
        distributions $ (0.500)  $ (1.700)  $(1.645)  $(1.075)  $(1.530)   $(1.520) $(1.680)  $(1.700)  $(1.540)  $(1.350)  $(1.540)
                      --------   --------   -------   -------   -------    -------  -------   -------   -------   -------   -------
Net asset value, end
  of period           $ 15.390   $ 13.560   $12.760   $10.900   $12.490    $13.480  $14.030   $13.070   $14.710   $12.690   $12.240
                      ========   ========   =======   =======   =======    =======  =======   =======   =======   =======   =======
Total Return(2)         17.74%     20.20%    32.77%   (4.12)%     4.19%      6.93%   21.45%     0.59%    28.92%    15.01%     1.99%
  Ratios/Supplemental Data:
  Net assets, end of
    period (000's
    omitted)          $121,045   $106,775   $99,375   $84,299   $97,513    $91,299  $91,844   $80,642   $89,809   $76,761   $74,219
  Ratio of expenses
    to average daily
    net assets**         1.18%++    1.00%     1.04%+++  0.98%     0.96%      0.92%    0.94%     0.99%     0.90%     0.96%     0.95%
  Ratio of net
    investment
    income to
    average daily
    net assets           1.15%++    1.70%     2.02%+++  2.09%     2.01%      2.29%    3.23%     4.02%     3.66%     3.64%     3.17%
Portfolio
  Turnover***              46%       114%      108%       66%      105%        59%      42%       42%       14%       29%       26%
</TABLE>
    

                                                     (See footnotes on page 7.)


<PAGE>

THE FUNDS' FINANCIAL HIGHLIGHTS (continued)

<TABLE>
<CAPTION>
   
                                                  Total Return Fund (Class A Shares)
                             --------------------------------------------------------------------------
                              Six Months
                                Ended                       Year Ended December 31,
                             June 30, 1997 ------------------------------------------------------------
                              (Unaudited)       1996               1995           1994           1993     
- -------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>                <C>            <C>            <C>     
Net asset value, beginning
   of period                   $ 8.7700       $ 9.1300           $ 7.6300       $ 9.1400       $ 9.3600
                               --------       --------           --------       --------       -------- 
                                             
Income (loss) from operations:               
  Net investment income        $ 0.2545       $ 0.6260           $ 0.5235       $ 0.5458       $ 0.3626
  Net realized and                           
    unrealized gain                          
    (loss) on investments        0.1865        (0.0140)++++        1.5195        (1.6678)        0.5524
                               --------       --------           --------       --------       -------- 
  Credit (provision)                         
    for contingency                          
    accumulated tax earnings         --             --                 --             --             -- 
                               --------       --------           --------       --------       -------- 
      Total income (loss)                    
        from operations        $ 0.4410       $ 0.6120           $ 2.0430       $(1.1220)        0.9150
                               --------       --------           --------       --------       -------- 
Less distributions:                          
  From net investment income   $(0.1560)      $(0.5220)          $(0.3641)      $(0.3880)      $(0.4650)
  In excess of net                           
    investment income(3)             --             --            (0.0389)            --             -- 
  From net realized                          
   gain on investments          (0.5150)       (0.4500)           (0.0775)            --        (0.6544)
  In excess of net                           
    realized gain on                         
    investments(3)                   --             --            (0.0625)            --        (0.0156)
                               --------       --------           --------       --------       -------- 
      Total distributions      $(0.6710)      $(0.9720)          $(0.5430)      $(0.3880)      $(1.1350)
                               --------       --------           --------       --------       -------- 
Net asset value, end                         
  of period                    $ 8.5400       $ 8.7700           $ 9.1300       $ 7.6300       $ 9.1400
                               ========       ========           ========       ========       ========
Total Return(2)                   5.52%          7.00%             27.52%       (12.28)%          9.49%
Ratios/Supplemental Data:                    
  Net assets, end of                         
    period (000's omitted)     $373,088       $401,974           $457,879       $445,133       $629,514
  Ratio of interest                          
    expense to                               
    average daily                            
    net assets**                     --             --                 --             --          0.20%
  Ratio of other                             
    expenses to                              
    average daily                            
    net assets**                  1.14%+     +   1.23%              1.19%          1.18%          1.11%
  Ratio of net                               
    investment                               
    income to                                
    average daily                            
    net assets                    4.60%+     +   5.59%              4.49%          4.90%          4.64%
Portfolio                                    
 Turnover***                        83%           166%               103%           107%            63%
Leverage Analysis:(1)                        
  Amount of debt                             
    outstanding at                           
    end of period                            
    (000's omitted)                  --             --                 --             --             -- 
  Average daily                              
    balance of debt                          
    outstanding                              
    during period                            
    (000's omitted)                  --             --                 --             --         29,906(1)
  Average weekly                             
    balance of                               
    shares                                   
    outstanding                              
    during period                            
    (000's omitted)                  --             --                 --             --         61,377(1)
  Average amount of                          
    debt per share                           
    during period                    --             --                 --             --       $  0.487(1)
</TABLE>                                
    

<PAGE>
   

<TABLE>
<CAPTION>
                                             Total Return Fund (Class A Shares)
                               ----------------------------------------------------------------
                                                 Year Ended December 31,
                               ----------------------------------------------------------------
                                 1992       1991+      1990+      1989+      1988+      1987+
- -----------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>      
Net asset value, beginning
   of period                   $ 9.7500   $ 9.0700   $ 9.9400   $ 7.9200   $ 7.6000   $ 10.6800
                               --------   --------   --------   --------   --------   ---------

Income (loss) from operations:
  Net investment income        $ 0.5113   $ 0.5204   $ 0.5026   $ 0.5202   $ 0.5400   $  0.6129
  Net realized and
    unrealized gain
    (loss) on investments        0.0937     1.4896    (0.5226)    2.0498     0.3500     (2.2478)
  Credit (provision)
    for contingency
    accumulated tax
    earnings                         --         --         --         --         --      0.1499
                               --------   --------   --------   --------   --------   ---------
      Total income (loss)
        from operations        $ 0.6050   $ 2.0100   $(0.0200)  $ 2.5700   $ 0.8900   $ (1.4850)
                               --------   --------   --------   --------   --------   ---------
Less distributions:
  From net investment income   $(0.5200)  $(0.5200)  $(0.5500)  $(0.5500)  $(0.5200)  $ (0.8000)
  In excess of net
    investment income(3)             --         --         --         --         --         --
  From net realized
    gain on investments         (0.4750)   (0.8100)   (0.3000)     --       (0.0500)    (0.7950)
  In excess of net
    realized gain on
    investments(3)                   --         --         --         --         --          --
                               --------   --------   --------   --------   --------   ---------
      Total distributions      $(0.9950)  $(1.3300)  $(0.8500)  $(0.5500)  $(0.5700)  $ (1.5950)
                               --------   --------   --------   --------   --------   ---------
Net asset value, end
   of period                   $ 9.3600   $ 9.7500   $ 9.0700   $ 9.9400   $ 7.9200   $  7.6000
                               ========   ========   ========   ========   ========   =========
Total Return(2)                   6.60%     23.61%      0.15%     33.46%     11.94%    (15.82)%
Ratios/Supplemental
  Data:
  Net assets, end of
    period (000's
    omitted)                   $564,912   $545,731   $491,253   $536,954   $472,774   $ 519,413
  Ratio of interest expense to
    average daily net assets**    0.29%      0.38%      0.08%      0.17%      0.03%       0.68%
  Ratio of other expenses to
    average daily net assets**    1.10%      1.13%      1.19%      1.15%      1.17%       1.03%
  Ratio of net investment
    income to average daily
    net assets                    5.43%      5.60%      5.49%      5.90%      6.81%       6.18%
Portfolio Turnover***               54%        69%        52%        60%        78%        190%
Leverage Analysis:(1)
  Amount of debt outstanding
    at end of period 
    (000's omitted)            $ 47,045   $ 56,370   $    --    $ 15,000   $     --   $      --
  Average daily
    balance of debt
    outstanding during 
    period (000's omitted)     $ 27,764   $ 25,901   $  3,793   $  6,364   $  2,965   $  50,396
  Average weekly
    balance of shares
    outstanding during
    period (000's omitted)       57,280     53,281     53,078     55,398     64,459      66,034
  Average amount of
    debt per share
    during period              $  0.485   $  0.486   $  0.071   $  0.115   $  0.046   $   0.763

   * For the eleven-month period ended December 31, 1995.
  ** Includes the Fund's share of the Portfolio's allocated expenses for the periods since the Fund transferred its
     assets to the Portfolio (October 28, 1993 for Investors Fund and Total Return Fund, and August 1, 1994 for Special
     Equities Fund and Stock Fund).
 *** Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making investments
     directly in securities. The Portfolio's portfolio turnover rate is shown for the periods since the Fund transferred
     its assets to the Portfolio.
   + Audited by previous auditors.
  ++ Computed on an annualized basis.
 +++ Computed on an average share basis.
++++ The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of
     the timing o f sales of Fund shares and the amount of the per share realized and unrealized gains and losses at
     such time.
(1)  The Leverage Analysis is for the period January 1 to October 27, 1993 when the Fund transferred the line of credit
     to the Por tfolio. The analysis for the years ended December 31, 1995 and 1994 and the period from October 28, 1993
     to December 31, 1993 is show n in the Portfolio's financial statements, which are included in the Fund's annual
     report.
(2)  Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
     value on t he last day of each period reported. Distributions, if any, are assumed to be reinvested at the net
     asset value on the ex-dividend date. Total return is calculated on a non-annualized basis.
(3)  Distributions from paid-in capital for the years ended September 30, 1986 through 1992 have been restated to
     conform with the treatment permitted under current financial reporting standards. During the year ended December
     31, 1993, the Fund adopted th e 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 in come 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.
</TABLE>
    
<PAGE>

   
THE FUNDS' INVESTMENT OBJECTIVES

INVESTORS FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND
LONG-TERM GROWTH OF CAPITAL. Investors Fund currently seeks to meet its
investment objective by investing its assets in Investors Portfolio, a separate
registered investment company which has the same investment objective and
policies.

SPECIAL EQUITIES FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE GROWTH OF CAPITAL.
Special Equities Fund currently seeks to meet its investment objective by
investing its assets in Special Investment Portfolio, a separate registered
investment company which has the same investment objective and policies.

STOCK FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE GROWTH OF PRINCIPAL AND INCOME
FOR ITS SHAREHOLDERS. Stock Fund currently seeks to meet its investment
objective by investing its assets in Stock Portfolio, a separate registered
investment company which has the same investment objective and policies.

TOTAL RETURN FUND'S INVESTMENT OBJECTIVE IS TO SEEK FOR ITS SHAREHOLDERS A HIGH
LEVEL OF TOTAL RETURN, CONSISTING OF RELATIVELY PREDICTABLE INCOME IN
CONJUNCTION WITH CAPITAL APPRECIATION, CONSISTENT WITH PRUDENT MANAGEMENT AND
PRESERVATION OF CAPITAL. Total Return Fund currently seeks to meet its
investment objective by investing its assets in Total Return Portfolio, a
separate registered investment company which has the same investment objective
and policies.

No Fund can assure achievement of its investment objective. No Fund is 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.

INVESTMENT POLICIES AND RISKS

INVESTORS PORTFOLIO. It is Investors 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 Investors Portfolio is to invest in a
broadly diversified list of seasoned securities representing a number of
different industries. The Portfolio's management will place emphasis on equity
securities considered to be of high or improving quality. It is the policy of
Investors 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. Investors 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 Investors Fund and Investors Portfolio and may not be changed unless
authorized by a vote of the shareholders of the Fund and the investors in the
Portfolio.

Investors Portfolio will also invest 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 Portfolio may also 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. (Investors Portfolio will not, however, invest in
residual interests in real estate mortgage investment conduits.) The Portfolio
currently limits its investments in lower quality debt securities to 5% or less
of its assets.

Investors Portfolio may sell a security short if it owns at least an equal
amount of the security sold short or another security convertible or
exchangeable for an equal amount of the security sold short without payment of
further compensation (a short sale against-the-box). A short sale
against-the-box requires that the short seller absorb certain costs so long as
the position is open. In a short sale against-the-box, the short seller is
exposed to the risk of being forced to deliver appreciated stock to close the
position if the borrowed stock is called in, causing a taxable gain to be
recognized. No more than 20% of Investors Portfolio's assets will be subject to
short sales at any one time.

SPECIAL INVESTMENT PORTFOLIO. Special Investment 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 Special
Investment Portfolio is to invest primarily (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 Special Investment
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. Special Investment Portfolio may invest in companies that
have market capitalizations of $250 million or less. Investment in the
securities of such companies may involve greater relative risk due to their
smaller size. From time to time, Special Investment 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 of investment grade
quality.

Realization of Special Investment 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.

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 Special Investment 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 Special Investment 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. Special Investment 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.

STOCK PORTFOLIO. To achieve Stock Portfolio's objective, primary emphasis will
be placed on common stocks of companies which appear to offer good prospects for
increases in both earnings and dividends. Stock Portfolio will invest primarily
(i.e., at least 65% of its total assets during normal investment conditions) in
equity securities (common and preferred stocks, and securities convertible into
common stocks). The Portfolio's investments in convertible debt securities will
be limited to 20% of net assets. The criteria for acquiring convertible debt are
the same as those used for the common stock of the issuer and, accordingly, such
investments may be of any credit quality (including below investment grade).
Stock Portfolio purchases securities primarily for investment, rather than with
a view to realizing trading profits. Nevertheless, portfolio changes are made
whenever considered advisable in the pursuit of the Portfolio's investment
objective.

In seeking to achieve its investment objective, or to consolidate growth
previously attained, Stock Portfolio may from time to time purchase bonds, U.S.
Government obligations and other securities. Bonds will constitute 5% or less of
net assets and will be of investment grade quality at the time of investment.

TOTAL RETURN PORTFOLIO. Total Return Portfolio seeks to achieve its objective by
investing principally in dividend-paying common stocks with the potential to
increase dividends in the future. Total Return Portfolio concentrates its
investments in common stocks of public utilities ("utility stocks"), principally
electric, gas and telephone companies. Accordingly, Total Return Portfolio
invests at least 25% of its total assets, and may invest up to 100% of its total
assets, in utility stocks. The Portfolio may also invest a significant portion
of its assets in the securities of real estate investment trust ("REITs"), which
are affected by conditions in the real estate industry, interest rate changes
and, in the case of REITs investing in health care facilities, events affecting
the health care industry.

In addition, Total Return Portfolio may invest in preferred stocks and may hold
non-income-producing securities. Total Return Portfolio may also from time to
time invest in fixed-income debt securities when the Investment Adviser believes
that their total return potential is consistent with the objective of the Fund
and the Portfolio. Total Return Portfolio may invest its cash reserves in high
quality money market securities, which include securities of the U.S. Government
and its agencies or instrumentalities maturing in one year or less, commercial
paper, and bankers' acceptances and certificates of deposit of domestic banks or
savings and loan associations having total assets of $1 billion or more. Total
Return Portfolio may also invest in longer-term debt securities that at the time
of purchase are rated Aaa, Aa or A by Moody's Investors Services, Inc.
("Moody's") or AAA, AA or A by Standard Poor's Ratings Group ("S&P"), Fitch
Investors Service, Inc. ("Fitch") or Duff & Phelps, Inc. ("Duff"), or that at
the time of purchase are issued, guaranteed, backed or secured by the U.S.
Government or any of its agencies or instrumentalities. Total Return Portfolio
currently intends to limit its investments in fixed-income debt securities to
20% or less of its net assets. Subject to such limitation, Total Return
Portfolio may invest up to 10% of its net assets in fixed-income debt securities
that at the time of purchase are rated investment grade or below investment
grade.

In the view of Total Return Portfolio's policy of concentrating its investments
in utility stocks, an investment in shares of Total Return Fund should be made
with an understanding of the characteristics of the public utility industry and
the potential risks of such an investment. Industry-wide problems include the
effects of fluctuating economic conditions, energy conservation practices,
environmental regulations, high capital expenditures, construction delays due to
pollution control and environmental considerations, uncertainties as to fuel
availability and costs, increased competition in deregulated sectors of the
industry, and difficulties in obtaining timely and adequate rate relief from
regulatory commissions. If applications for rate increases are not granted or
are not acted upon promptly, the market prices of and dividend payments on
utility stocks may be adversely affected. Total Return Portfolio's policy of
concentrating in utility stocks is a fundamental policy and may not be changed
unless authorized by an investor vote.

COMMON INVESTMENT POLICIES AND RISKS:

DERIVATIVE INSTRUMENTS. Investors 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. Total Return Portfolio may purchase or sell various
derivative instruments (which are instruments that derive their value from
another instrument, security, index or currency) to enhance return, to hedge
against fluctuations in securities prices, interest rates or currency exchange
rates, or as a substitute for the purchase or sale of securities or currencies.
Total Return Portfolio's transactions in derivative instruments may include the
purchase or sale of futures contracts on securities (such as U.S. Government
securities), securities indices, other indices, other financial instruments or
currencies; options on futures contracts; exchange-traded options on securities,
indices or currencies; and forward foreign currency exchange contracts.

For income purposes, Stock Portfolio may write (sell) covered exchange-traded
call options on portfolio securities with respect to 25% of its net assets.
Total Return Portfolio may write (sell) covered call and put options on
securities, currencies and indices with respect to up to 50% of its net assets,
as measured by the aggregate value of the securities underlying such written
call and put options. If a written covered call option is exercised, the
Portfolio will be unable to realize further price appreciation on the underlying
securities and portfolio turnover will increase, resulting in higher brokerage
costs. Total Return Portfolio may purchase call and put options on any
securities in which it may invest or options on any securities index composed of
securities in which it may invest. Total Return 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 it holds, would be so invested.

Transactions in derivative instruments involve a risk of loss or depreciation
due to: unanticipated adverse changes in securities prices, interest rates, the
other financial instruments' prices or currency exchange rates; the inability to
close out a position; default by the counterparty; imperfect correlation between
a position and the desired hedge; tax constraints on closing out positions; and
portfolio management constraints on securities subject to such transactions. The
loss on derivative instruments (other than purchased options) may substantially
exceed a Portfolio's initial investment in these instruments. In addition, a
Portfolio may lose the entire premium paid for purchased options that expire
before they can be profitably exercised. Transaction costs are incurred in
opening and closing positions in derivative instruments. The use of derivatives
are highly specialized activities that involve skills different from conducting
ordinary portfolio securities transactions. Under regulations of the Commodity
Futures Trading Commission, the use of futures transactions for nonhedging
purposes is limited. There can be no assurance that the Investment Adviser's use
of derivative instruments will be advantageous to a 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. Total Return 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 Investment 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
Total Return Portfolio's exposure to foreign currency exchange rate
fluctuations. Total Return Portfolio may also use forward contracts to shift its
exposure to foreign currency exchange rate changes from one currency to another.

FOREIGN SECURITIES. Total Return Portfolio and Investors Portfolio may each
invest up to 20% of their net assets, and Stock Portfolio may invest up to 25%
of its net assets, in foreign securities. Special Investment Portfolio is not
limited in the amount of its assets that it may invest in foreign securities,
although its investment in such securities is not currently expected to exceed
20% of total assets. Investing in such securities (including depository
receipts) involves considerations and possible risks not typically associated
with investing in securities issued by domestic corporations. The values of
foreign investments are affected by changes in currency rates or exchange
control regulations, application of foreign tax laws (including withholding
tax), changes in governmental administration or economic or monetary policy (in
this country or abroad), or changed circumstances in dealings between nations.
Foreign currency exchange rates may fluctuate significantly over short periods
of time causing a Portfolio's net asset value to fluctuate as well. Costs are
incurred in connection with conversions between various currencies. In addition,
foreign brokerage commissions, custody fees and other costs of investing are
generally higher than in the United States, and foreign securities markets may
be less liquid, more volatile and less subject to governmental supervision than
in the United States. Investments in foreign issuers could be adversely affected
by other factors not present in the United States including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards, delays
in settlements of transactions, less publicly-available financial and other
information, armed conflict and potential difficulties in enforcing contractual
obligations. In order to hedge against possible variations in foreign exchange
rates pending the settlement of foreign securities transactions, each Portfolio
may buy or sell foreign currencies. In addition, Total Return Portfolio may buy
or sell foreign currency futures and options, and Investors Portfolio and Total
Return Portfolio may enter into forward foreign currency exchange contracts.
Total Return Portfolio's investments in depository receipts traded on a U.S.
exchange are not subject to the foregoing 20% limit.

ADDITIONAL RISK FACTORS. An investment in a Fund entails the risk that the
principal value of Fund shares and any income earned thereon may not increase or
may decline. The Portfolios' investments in equity securities are subject to the
risk of adverse developments affecting particular companies or industries and
the stock market generally. Investments in fixed-income securities are subject
to the risk that the issuer may default on its obligations to pay principal and
interest. The value of fixed-income securities tends to increase during periods
of falling interest rates and to decline during periods of rising interest
rates. By investing in a diversified portfolio of securities, each Portfolio
seeks both to reduce the risks ordinarily inherent in holding one security or
securities of a single issuer and to improve the prospects for possible growth
by investing in a substantial number of prudently selected securities.
Attainment of a Portfolio's objective cannot, of course, be assured since its
asset value fluctuates with changes in the market value of its investments and
dividends paid depend upon income received by the Portfolio.

Debt securities of below investment grade quality (commonly called "junk bonds")
bear special risks. (Investment grade securities are rated Baa or higher by
Moody's or BBB or higher by S&P or, if unrated, determined to be of comparable
quality by the Investment Adviser.) The lowest investment grade, lower rated and
comparable unrated debt securities will have speculative characteristics in
varying degrees. While such securities may have some quality and protective
characteristics, these characteristics can be expected to be offset or
outweighed by uncertainties or major risk exposures to adverse conditions. Lower
rated and comparable unrated securities are subject to the risk of an issuer's
inability to meet principal and interest payments on the securities (credit
risk) and may also be subject to price volatility due to such factors as
interest rate sensitivity, market perception of the creditworthiness of the
issuer and general market liquidity (market risk). Lower rated and comparable
unrated securities are also more likely to react to real or perceived
developments affecting markets and credit risk than are more highly rated
securities, which react primarily to movements in the general level of interest
rates. Lack of liquidity may make such securities difficult to value. During
periods of deteriorating economic conditions and contraction in the credit
markets, the ability of issuers of such securities to service their debt, meet
projected goals or obtain additional financing may be impaired. A Portfolio may
retain defaulted securities when such is considered desirable by the Investment
Adviser. In the case of a defaulted security, a Portfolio may incur additional
expenses seeking recovery of its investment. In the event the rating of a
security held by a Portfolio is downgraded, the Investment Adviser will consider
disposing of such security, but is not obligated to do so.

OTHER INFORMATION. The Funds and the Portfolios have adopted certain fundamental
investment restrictions which are enumerated 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 Funds and the Portfolios are not fundamental and accordingly may be
changed by the Trustees of the Trust and the Portfolios without obtaining the
approval of the shareholders of the Funds or the investors in the Portfolios, as
the case may be. The Trustees of the Trust have no present intention to change
the objectives of the Funds and intend to submit any material change in the
investment objective of a Fund to shareholders in advance for their approval.
Each Portfolio may temporarily borrow up to 5% of the value of its total assets
to satisfy redemption requests or settle securities transactions.

ORGANIZATION OF THE FUNDS AND THE PORTFOLIOS

THE FUNDS ARE 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 Funds). The Trustees of the Trust have
divided the shares of each Fund into multiple classes, including Class A, Class
B and Class C shares. Each class represents an interest in a Fund, but is
subject to different expenses, rights and privileges. See "Distribution and
Service Plans" and "How to Buy Shares." The Trustees have the authority under
the Declaration of Trust to create additional classes of shares with differing
rights and privileges. As a result of a reorganization with separate series of
the Trust, the Funds commenced offering Class A, Class B and Class C shares on
January 1, 1998.

When issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Shares." There are no
annual meetings of shareholders, but special meetings may be held as required by
law to elect Trustees and consider certain other matters. 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 Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of each Fund in its corresponding Portfolio, as well as the
advantages and disadvantages of the two-tier format. The Trustees believe that
the structure may offer opportunities for growth in the assets of a Portfolio,
may afford the potential for economies of scale for each Fund and over time may
result in lower expenses for a Fund.

EACH PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK,
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. In addition
to selling an interest to its corresponding Fund, a Portfolio may sell interests
to other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in a Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in a Portfolio are not required to sell their shares at the
same public offering price as the corresponding Fund due to variations in sales
commissions and other operating expenses. Therefore, these differences may
result in differences in returns experienced by investors in the various funds
that invest in its corresponding Portfolio. Such differences in returns are also
present in other mutual fund structures, including funds that have multiple
classes of shares. Information regarding other pooled investment entities or
funds which invest in a Portfolio may be obtained by contacting the Principal
Underwriter, 24 Federal Street, Boston, MA 02110, (617) 482-8260.

Whenever a Fund as an investor in a Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Fund will hold a meeting of Fund shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from Fund
shareholders. A Fund shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in a Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the corresponding Fund to withdraw
its investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, a Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of a
Fund. Notwithstanding the above, there are other means for meeting shareholder
redemption requests, such as borrowing.

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

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

MANAGEMENT OF THE FUNDS AND THE PORTFOLIOS

EACH 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 each 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 Investors Portfolio, BMR receives a
monthly advisory fee of 5/96 of 1% (equivalent to 0.625% annually) of the
average daily net assets of Investors Portfolio up to and including $300
million, and 1/24 of 1% (equivalent to 0.50% annually) of the average daily net
assets over $300 million. For the fiscal year ended December 31, 1996, the
Portfolio paid BMR advisory fees equivalent to 0.625% of Investors Portfolio's
average daily net assets for such year.

Under its investment advisory agreement with Special Investment Portfolio and
Stock Portfolio, BMR receives a montly advisory fee of 5/96 of 1% (equivalent to
0.625% annually) of the average daily net assets of each such Portfolio. For the
fiscal year ended December 31, 1996, Special Investment Portfolio and Stock
Portfolio paid BMR advisory fees equivalent to 0.625% of such Portfolio's
average daily net assets for such year.

Under its investment advisory agreement with Total Return Portfolio, BMR is
entitled to receive a monthly advisory fee of .0625% (equivalent to .75%
annually) of the average daily net assets of the Portfolio up to $500 million,
and .06875% of average daily net assets on net assets of $500 million and more,
which fee is further reduced on assets of $1 billion and over. In February,
1997, the Trustees of Total Return Portfolio voted to accept a waiver of BMR's
compensation so that the advisory fees paid by Total Return Portfolio during any
fiscal year or portion thereof will not exceed on an annual basis 0.65% of
average daily net assets up to $500 million and 0.625% on average daily net
assets of $500 million and more, which fee declines further on assets of $1
billion and over. For the fiscal year ended December 31, 1996, the Portfolio
paid BMR advisory fees equivalent to 0.75% of Total Return Portfolio's average
daily net assets for such year.

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $20 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly-held holding company which through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities. The Principal Underwriter is a wholly-owned subsidiary of
Eaton Vance.

Thomas E. Faust, Jr. has acted as the portfolio manager of the Investors
Portfolio since it commenced operations. Mr. Faust is a Vice President of
Eaton Vance and of BMR and manages other Eaton Vance portfolios.

Timothy O'Brien has acted as the portfolio manager of the Total Return Portfolio
since January, 1995. Mr. O'Brien joined Eaton Vance as a Vice President on April
25, 1994. Prior to joining Eaton Vance, he served as a Vice President of Loomis,
Sayles & Co.

Duncan W. Richardson has acted as the portfolio manager of the Stock Portfolio
since it commenced operations. Mr. Richardson is a Vice President of Eaton
Vance and of BMR and manages other Eaton Vance portfolios.

Edward E. Smiley, Jr. became the portfolio manager of the Special Investment
Portfolio as well as a Vice President of Eaton Vance and BMR on November 1,
1996. Prior to joining Eaton Vance, Mr. Smiley was a Senior Product Manager,
Equity Management for Trade-Street Investment Associates, Inc., a wholly-owned
subsidiary of NationsBank.

BMR places the portfolio transactions of the Portfolios for execution with many
broker-dealer firms and uses its best efforts to obtain execution of such
transactions at prices which are advantageous to a Portfolio and at reasonably
competitive commission rates. Subject to the foregoing, BMR may consider sales
of shares of the Funds or of other investment companies sponsored by BMR or
Eaton Vance as a factor in the selection of broker-dealer firms to execute
portfolio transactions. The Trust, each Portfolio and BMR have adopted Codes of
Ethics relating to personal securities transactions. The Codes permit Eaton
Vance personnel to invest in securities (including securities that may be
purchased or held by a Portfolio) for their own accounts, subject to certain
pre-clearance, reporting and other restrictions and procedures contained in such
Codes.

The Trust has retained the services of Eaton Vance to act as Administrator of
the Funds. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve each Fund's investment objective by investing
the Fund's assets in the corresponding Portfolio. As Administrator, Eaton Vance
provides the Funds with general office facilities and supervises the overall
Fund administration. 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 Portfolios and the Funds, as the case may be, will each be responsible for
all respective costs and expenses not expressly stated to be payable by BMR
under the investment advisory agreement, by Eaton Vance under the administrative
services agreement, or by the Principal Underwriter under the distribution
agreement.

DISTRIBUTION AND SERVICE PLANS

The Trust has adopted a Service Plan (the "Class A Plan") for each Fund's Class
A shares that is designed to meet the service fee requirements of the sales
charge rule of the National Association of Securities Dealers, Inc. THE CLASS A
PLAN PROVIDES THAT CLASS A 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 ITS AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR. The Trustees
of the Trust have initially implemented the Class A Plan by authorizing Class A
to make quarterly service fee payments to the Principal Underwriter and
Authorized Firms in amounts not expected to exceed .25% of its average daily net
assets for any fiscal year which is based on the value of Class A shares sold by
such persons and remaining outstanding for at least twelve months. During the
fiscal year ended December 31, 1996, each Fund's Class A (which was then a
separate series fund) paid or accrued service fees as follows (as an annualized
percentage of average daily net assets): Investors Fund (0.085%); Special
Equities Fund (0.090%); Stock Fund (0.10%); and Total Return Fund (0.24%).

The Trust has also adopted Distribution Plans ("Class B Plan" and "Class C
Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("1940
Act") for each Fund's Class B and Class C shares. Each Plan is designed to
permit an investor to purchase shares through an Authorized Firm without
incurring an initial sales charge and at the same time permit the Principal
Underwriter to compensate Authorized Firms in connection therewith. UNDER SUCH
PLANS, CLASS B AND CLASS C EACH PAYS THE PRINCIPAL UNDERWRITER A FEE, ACCRUED
DAILY AND PAID MONTHLY, AT AN ANNUAL RATE NOT EXCEEDING .75% OF ITS AVERAGE
DAILY NET ASSETS TO FINANCE THE DISTRIBUTION OF ITS SHARES. Such fees compensate
the Principal Underwriter for sales commissions paid by it to Authorized Firms
on the sale of Class B and Class C shares and for interest expenses. Under the
Class B Plan, the Principal Underwriter uses its own funds to pay sales
commissions (except on exchange transactions and reinvestments) to Authorized
Firms at the time of sale equal to 4% of the purchase price of the Class B
shares sold by such Firms. Under the Class C Plan, the Principal Underwriter
currently expects to pay to an Authorized Firm (a) sales commissions (except on
exchange transactions and reinvestments) at the time of sale equal to .75% of
the purchase price of the shares sold by such Firm, and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of Class C
shares sold by such Firm and remaining outstanding for at least one year. During
the first year after a purchase of Class C shares, the Principal Underwriter
will retain the sales commission as reimbursement for the sales commissions paid
to Authorized Firms at the time of sale. CDSCs paid to the Principal Underwriter
will be used to reduce amounts owed to it. Because payments to the Principal
Underwriter under the two Plans are limited, uncovered distribution charges
(sales commissions due the Principal Underwriter plus interest, less CDSCs
received by it) may exist indefinitely.

THE CLASS B AND CLASS C PLANS ALSO AUTHORIZE EACH CLASS TO MAKE PAYMENTS OF
SERVICE FEES TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL
SERVICES, AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. Under the Class B
Plan, this fee is paid quarterly in arrears based on the value of Class B shares
sold by such persons and remaining outstanding for at least twelve months. Under
the Class C Plan, the Principal Underwriter currently expects to pay to an
Authorized Firm (a) a service fee (except on exchange transactions and
reinvestments) at the time of sale equal to .25% of the purchase price of the
Class C shares sold by such Firm, and (b) monthly service fees approximately
equivalent to 1/12 of .25% of the value of Class C shares sold by such Firm and
remaining outstanding for at least one year. During the first year after a
purchase of Class C shares, the Principal Underwriter will retain the service
fee as reimbursement for the service fee payment made to Authorized Firms at the
time of sale.

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 Principal Underwriter may also at times allow
discounts on the sale of Class A shares 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 Trust may, in its absolute discretion, suspend, discontinue or limit the
offering of one or more of its classes of its shares at any time. In determining
whether any such action should be taken, the Trust's management intends to
consider all relevant factors, including (without limitation) the size of the
Fund or class, the investment climate and market conditions, the volume of sales
and redemptions of shares, and, in the case of Class B and Class C shares, the
amount of uncovered distribution charges of the Principal Underwriter. The Plans
may continue in effect and payments may be made under the Plans following any
such suspension, discontinuance or limitation of the offering of shares;
however, there is no contractual obligation to continue any Plan for any
particular period of time. Suspension of the offering of shares would not, of
course, affect a shareholder's ability to redeem shares.

VALUING SHARES

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter by a specific time each day to receive that day's public offering
price per share. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter. Each Fund has approved the acceptance of
purchase and redemption orders as of the time of their receipt by certain
Authorized Firms (or their designated intermediaries).

Each 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 a Portfolio from the value of its total
assets.

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

HOW TO BUY SHARES

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
ACCEPTABLE SECURITIES. Class A shares are purchased at the effective public
offering price, which price is based on the effective net asset value per share
plus the applicable sales charge. The sales charge is divided between the
Authorized Firm and the Principal Underwriter. Class B and Class C shares are
purchased at the net asset value per share next determined after an order is
effective. An Authorized Firm may charge its customers a fee in connection with
transactions executed by that Firm. The Trust may suspend the offering of shares
at any time and may refuse an order for the purchase of shares.

An initial investment must be at least $1,000. Once an account has been
established the investor may send investments of $50 or more at any time
directly to the Trust's Transfer Agent (the "Transfer Agent") as follows:
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123.
The $1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See
"Eaton Vance Shareholder Services."

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

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

The current sales charges and dealer commissions are:

                                   Sales Charge   Sales Charge      Dealer
                                  as Percentage   as Percentage Commission as
Amount of Purchase                 of Offering      of Amount   Percentage of
Amount of Purchase                    Price         Invested    Offering Price
- ------------------------------------------------------------------------------
Less than $50,000                      5.75%          6.10%           5.00%
$50,000 but less than $100,000         4.75           4.99            4.00
$100,000 but less than $250,000        3.75           3.90            3.00
$250,000 but less than $500,000        3.00           3.09            2.55
$500,000 but less than $1,000,000      2.00           2.04            1.75
$1,000,000 or more                     0.00*          0.00*       See Below**
                            
*  No sales charge is payable at the time of purchase on investments of $1
   million or more. A CDSC of 1% will be imposed on such investments in the
   event of certain redemptions within 12 months of purchase.
    

** A commission on sales of $1 million or more will be paid as follows: 1.00%
   on amounts of $1 million or more but less than $3 million; plus 0.50% on
   amounts from $3 million but less than $5 million; plus 0.25% on amounts of
   $5 million or more. Purchases of $1 million or more will be aggregated over
   a 12-month period for purposes of determining the commission to be paid.

   
Class A shares may be sold at net asset value to current and retired Directors
and Trustees of Eaton Vance funds, including the Portfolio; to clients and
current and retired officers and employees of Eaton Vance, its affiliates and
other investment advisers of Eaton Vance sponsored funds; to registered
representatives and employees of Authorized Firms and bank employees who refer
customers to registered representatives of Authorized Firms; to officers and
employees of IBT and the Transfer Agent; and to such persons' spouses and
children under the age of 21 and their beneficial accounts. Class A shares may
also be issued at net asset value (1) in connection with the merger of an
investment company or series thereof with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the Investment Adviser provides multiple investment services, such as
management, brokerage and custody, and (3) to investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediary on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code") ("Eligible Plans"),
and "rabbi trusts." The Trust's Principal Underwriter may pay commissions to
Authorized Firms who initiate and are responsible for purchases of Class A
shares of the Fund by Eligible Plans of up to 1.00% of the amount invested in
such shares.

Until March 31, 1998, no sales charge is payable at the time of purchase where
the amount invested represents redemption proceeds from a mutual fund
unaffiliated with Eaton Vance if the redemption occurred no more than 60 days
prior to the purchase of Class A shares and the redeemed shares were potentially
subject to a sales charge. A CDSC of 0.50% will be imposed on such investments
in the event of certain redemptions within 12 months of purchase and the
Authorized Firm will be paid a commission on such sales of 0.50% of the amount
invested.

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

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

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

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

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

<TABLE>
<S>                                                       <C>
IN THE CASE OF BOOK ENTRY:                                IN THE CASE OF PHYSICAL DELIVERY:
Deliver through Depository Trust Co.                      Investors Bank & Trust Company
Broker #2212                                              Attention: Eaton Vance [indicate Fund name and Class]
Investors Bank & Trust Company                            Physical Securities Processing Settlement Area
For A/C Eaton Vance [indicate Fund name and Class]        200 Clarendon Street
                                                          Boston, MA 02116  
</TABLE>

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

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

HOW TO REDEEM SHARES

A SHAREHOLDER MAY REDEEM FUND SHARES IN ONE OF THREE WAYS -- BY MAIL, BY
TELEPHONE OR THROUGH AN AUTHORIZED FIRM. The redemption price will be based on
the net asset value per share next computed after a redemption request is
received in the proper form as described below. Within seven days after receipt
of a redemption request in good order by the Transfer Agent, the Trust will make
payment in cash for the net asset value of the shares as of the date determined
above, reduced by the amount of any applicable CDSC (described below) and
federal income tax required to be withheld.

REDEMPTION BY MAIL. Shares may be redeemed by delivering to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123,
during its business hours a written request for redemption in good order, plus
any share certificates with executed stock powers. Good order means that all
relevant documents must be endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) must be guaranteed by a member of either the
Securities Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan institutions,
credit unions, securities dealers, securities exchanges, clearing agencies and
registered securities associations as required by a Commission regulation and
acceptable to the Transfer Agent. In addition, in some cases, good order may
require the furnishing of additional documents such as where shares are
registered in the name of a corporation, partnership or fiduciary.

REDEMPTION BY TELEPHONE. Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such
redemptions can be effected by calling the Transfer Agent at 800-262-1122,
Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The
proceeds of a telephone redemption may be no greater than the maximum amount
established by the Principal Underwriter (currently $50,000) and may be mailed
only to the account address of record. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary arrangements, may not be
redeemed by telephone. Neither the Trust, the Principal Underwriter nor the
Transfer Agent will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated by telephone are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone redemption may be difficult to
implement.

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

While normally payments will be made in cash for redeemed shares, the Trust,
subject to compliance with applicable regulations, has reserved the right to pay
the redemption price of shares of a Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn from its
corresponding Portfolio. The securities so distributed would be valued pursuant
to the Portfolio's valuation procedures. If a shareholder received a
distribution in kind, the shareholder could incur brokerage or other charges in
converting the securities to cash.
    

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

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

CONTINGENT DEFERRED SALES CHARGE. Each class of shares is subject to a CDSC on
certain redemptions. The CDSC is calculated based on the lower of the net asset
value at the time of purchase or the time of redemption. Shares acquired through
the reinvestment of distributions are exempt. Redemptions are made first from
shares in the account which are not subject to a CDSC.

In calculating a CDSC upon the redemption of shares acquired in an exchange, the
shares are deemed to have been acquired at the time of the original purchase of
the exchanged shares and, in the case of Class B shares, the CDSC schedule
applicable to the exchanged shares will apply to the acquired shares. No CDSC is
imposed on shares sold to Eaton Vance or its affiliates, or to their respective
employees or clients. Shares acquired as the result of a merger or liquidation
of another Eaton Vance sponsored fund generally will be subject to the same CDSC
rate imposed by the prior fund.

CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, they will be subject to a 1% CDSC if
redeemed within 12 months of purchase. Until March 31, 1998, if Class A Shares
are purchased at net asset value because the amount invested represents
redemption proceeds from an unaffiliated mutual fund (as described under "How to
Buy Shares"), they will be subject to a .50% CDSC if redeemed within 12 months
of purchase.

CLASS B SHARES.  Class B shares will be subject to the following CDSC
schedule:

YEAR OF REDEMPTION
AFTER PURCHASE                  CDSC
- ---------------------        ---------
First or Second                 5%
Third                           4%
Fourth                          3%
Fifth                           2%
Sixth                           1%
Seventh and following           0%

Class B CDSC is waived for redemptions (1) pursuant to a Withdrawal Plan (see
"Eaton Vance Shareholder Services"), (2) as part of a required minimum
distribution from a tax-sheltered retirement plan, or (3) following the death of
all beneficial owners of shares, provided the redemption is requested within one
year of death (a death certificate and other applicable documents may be
required).

CLASS C SHARES. Class C Shares will be subject to a 1% CDSC if redeemed within
12 months of purchase. The Class C CDSC is waived for redemptions (1) pursuant
to a Withdrawal Plan (see "Eaton Vance Shareholder Service"), (2) as part of a
distribution from a retirement plan qualified under Section 401, 403(b) or 457
of the Code, or (3) as part of a required minimum distribution from other
tax-sheltered retirement plans.

REPORTS TO SHAREHOLDERS

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

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS

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

Each time a transaction takes place in a shareholder's account, the shareholder
will receive a statement showing complete details of the transaction and the
current balance in the account. In the case of Total Return Fund, statements
will be sent at least quarterly. THE LIFETIME INVESTING ACCOUNT ALSO PERMITS A
SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50
OR MORE to the Transfer Agent.

Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (please provide the name of the
shareholder, the Fund and the account number).

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the Trust's
dividend-disbursing agent, First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123. The currently effective option will appear on each
account statement.
    

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

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

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

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

   
If shareholder communications are returned by the United States Postal Service
or other delivery service as not deliverable, the distribution option on the
account will be automatically changed to the SHARE OPTION until such time as the
shareholder selects a different option. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE

   
Shares of each Fund currently may be exchanged for shares of the same class of
one or more other funds in the Eaton Vance Group of Funds. Class A shares may
also be exchanged for shares of Eaton Vance Cash Management Fund, Eaton Vance
Income Fund of Boston and Eaton Vance Tax Free Reserves. Class B shares may also
be exchanged for shares of Eaton Vance Prime Rate Reserves, which are subject to
an early withdrawal charge, or shares of Eaton Vance Money Market Fund, which
are subject to a CDSC, and shares of a money market fund sponsored by an
Authorized Firm and approved by the Principal Underwriter (an "Authorized Firm
fund"). Class C shares may also be exchanged for shares of Eaton Vance Money
Market Fund and EV Classic Senior Floating-Rate Fund. Any such exchange will be
made on the basis of the net asset value per share of each fund/class at the
time of the exchange (plus, in the case of an exchange made within six months of
the date of purchase of Class A shares subject to an initial sales charge, an
amount equal to the difference, if any, between the sales charge previously paid
on the shares being exchanged and the sales charge payable on the shares being
acquired). Exchange offers are available only in states where shares of the fund
being acquired may be legally sold. Exchanges are subject to any restrictions or
qualifications set forth in the current prospectus of any such fund.

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

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

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

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

EATON VANCE SHAREHOLDER SERVICES

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the Fund
and specify the Class being purchased may be mailed directly to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123 at any time -- whether or not distributions are reinvested. The name
of the shareholder, the Fund and Class and the account number should accompany
each investment.
    

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

   
WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks. For Class B and Class C shares, any such
withdrawals may not in the aggregate exceed 12% annually of the account balance
at the time the plan is established. Such amount will not be subject to the
Class B or Class C CDSC. See "How to Redeem Shares." A minimum deposit of $5,000
in shares is required. The maintenance of a withdrawal plan concurrently with
purchases of additional Class A shares would be disadvantageous because of the
sales charge included in such purchases.

STATEMENT OF INTENTION: Purchases of $50,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges. See "How to Buy
Shares -- Statement of Intention and Escrow Agreement."

RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges on Class
A shares when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $50,000 or more. Class A shares of the Eaton
Vance funds listed under "The Eaton Vance Exchange Privilege" may be combined
under the Statement of Intention and Right of Accumulation.

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

TAX-SHELTERED RETIREMENT PLANS: Class A and Class C shares of each Fund are
available for purchase in connection with certain tax-sheltered retirement
plans. Detailed information concerning these plans, including certain exceptions
to minimum investment requirements, and copies of the plans are available from
the Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Participant accounting
services (including trust fund reconciliation services) will be offered only
through third party recordkeepers and not by the Principal Underwriter. Under
all plans, dividends and distributions will be automatically reinvested in
additional shares.

DISTRIBUTIONS AND TAXES

It is the present policy of each Fund to distribute substantially all of the net
investment income allocated to that Fund by its corresponding Portfolio (less
the Fund's direct and allocated expenses and class-specific expenses). Total
Return Fund makes such distributions monthly, Investors Fund and Stock Fund make
such distributions quarterly, and Special Equities Fund makes such distributions
annually. Each Fund distributes at least annually all if its net realized
capital gains. A portion of distributions from Total Return Fund, Investors Fund
and Stock Fund will be eligible for the dividends-received deduction for
corporations.

Distributions from net investment income, net-short-term gains, and (if
applicable) certain foreign exchange gains are taxable to shareholders as
ordinary income, whether paid in cash or reinvested in additional Fund shares.
Distributions from net long-term gains are taxable to shareholders as such,
whether paid in cash or reinvested in additional Fund shares and regardless of
the length of time Fund shares have been owned by the shareholder. If shares are
purchased shortly before the record date for a distribution, the shareholder
will pay full price for the shares and then receive some portion of the price
back as a taxable distribution. Certain distributions declared in October,
November or December and paid in the following January will be taxable as if
received on December 31 of the year in which declared.

Sales charges paid upon a purchase of Class A shares cannot be taken into
account for purposes of determining gain or loss on a redemption or exchange of
the shares before the 91st day after their purchase to the extent a sales charge
is reduced or eliminated in a subsequent acquisition of shares of a Fund or of
another fund pursuant to a Fund's reinvestment or exchange privilege. Any
disregarded or disallowed amounts will result in an adjustment to the
shareholder's tax basis in some or all of any other shares acquired.

Shareholders will receive annually 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 excrhange of Fund shares, and federal income tax
(if any) withheld by the Transfer Agent.

Each Fund intends to qualify as a regulated investment company under the Code
and to satisfy all requirements necessary to avoid paying federal income taxes
on the part of its investment company taxable income (consisting generally of
net investment income and net short-term capital gains) and net capital gains
that it distributed to shareholders. In satisfying these requirements, each Fund
will treat itself as owning its proportionate share of each of its corresponding
Portfolio's assets and as entitled to the income of the Portfolio properly
attributable to such share.

As a regulated investment company under the Code, a Fund does not pay federal
income or excise taxes to the extent that it distributes to shareholders
substantially all of its ordinary income and capital gain net income in
accordance with the timing requirements imposed by the Code. As partnerships
under the Code, the Portfolios do not pay federal income or excise taxes.

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

PERFORMANCE INFORMATION

   
FROM TIME TO TIME, YIELD AND/OR AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED.
Current yield is calculated separately for each Class by dividing the net
investment income per share during a recent 30-day period by the maximum
offering price per share on the last day of the period and annualizing the
resulting figure. Average annual total return is determined separately for each
Class by computing the average annual percentage change in value of $1,000
invested at the maximum public offering price (including the maximum sales
charge for Class A shares; net asset value for Class B and Class C shares) for
specified periods, assuming reinvestment of all distributions. Each Fund may
also publish annual and cumulative total return figures from time to time.

Each Fund may also furnish total return calculations for each Class which do not
take into account any sales charge. Any performance figure which does not take
into account a sales charge would be reduced to the extent such charge is
imposed. A Fund's performance may be compared in publications to the performance
of various indices and investments for which reliable data is available, and to
averages, performance rankings, or other information prepared by recognized
mutual fund statistical services.

Investors should note that investment results will fluctuate over time, and any
presentation of the current yield or total return for any prior periods should
not be considered as a representation of what an investment may earn or what the
yield or total return may be in any future period.

The following charts reflect the annual investment returns of the Class A shares
of each Fund for one-year periods ending December 31 and does not take into
account any sales charge which investors may bear. The performance of the
predecessor funds of Class B and Class C shares was lower.
    

                                 INVESTORS FUND
                                 --------------
                  5 YEAR AVERAGE ANNUAL TOTAL RETURN -- 11.36%
                 10 YEAR AVERAGE ANNUAL TOTAL RETURN -- 11.47%

                          1987              5.65%
                          1988             10.68%
                          1989             20.76%
                          1990              1.02%
                          1991             21.28%
                          1992              6.45%
                          1993             11.19%
                          1994             (1.82)%
                          1995             29.69%
                          1996             13.61%


                              SPECIAL EQUITIES FUND
                              ---------------------
                  5 YEAR AVERAGE ANNUAL TOTAL RETURN --  7.46%
                 10 YEAR AVERAGE ANNUAL TOTAL RETURN -- 12.48%

   
                          1987              2.04%
                          1988             11.21%
                          1989             23.57%
                          1990              2.50%
                          1991             57.33%
                          1992              2.71%
                          1993              1.14%
                          1994             (9.60)%
                          1995             23.31%
                          1996             23.76%
    
 
                                   STOCK FUND
                                   ----------
                  5 YEAR AVERAGE ANNUAL TOTAL RETURN -- 11.26%
                 10 YEAR AVERAGE ANNUAL TOTAL RETURN -- 12.16%

                          1987              1.99%
                          1988             15.01%
                          1989             28.92%
                          1990              0.59%
                          1991             21.45%
                          1992              6.93%
                          1993              4.19%
                          1994             (4.12)%
                          1995             32.77%
                          1996             20.20%
 
                                TOTAL RETURN FUND
                                -----------------
                  5 YEAR AVERAGE ANNUAL TOTAL RETURN -- 6.92%
                 10 YEAR AVERAGE ANNUAL TOTAL RETURN -- 8.08%

                          1987            (15.23)%
                          1988             11.94%
                          1989             33.46%
                          1990              0.15%
                          1991             23.61%
                          1992              6.60%
                          1993              9.49%
                          1994            (12.28)%
                          1995             27.52%
                          1996              7.00%
<PAGE>
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                       Investing

                       for the
EATON VANCE
- --------------         21st
Mutual Funds
                       Century


- --------------------------------------------------------------------------------
Eaton Vance Investors Fund
Eaton Vance Special Equities Fund
Eaton Vance Stock Fund
Eaton Vance Total Return Fund

Prospectus
January 1, 1998

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

PORTFOLIO INVESTMENT ADVISER
Adviser of Emerging Markets Portfolio
Boston Management and Research, 4 Federal Street, Boston, MA 02110

ADMINISTRATOR
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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

CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109
   
                                                                     1/1/COMBEQP
    
<PAGE>
[LOGO]
                       Investing

                       for the
EATON VANCE
- -------------          21st
Mutual Funds
                       Century

                                     PART A
                      INFORMATION REQUIRED IN A PROSPECTUS

                                   EATON VANCE
                              EMERGING MARKETS FUND

   
Eaton Vance Emerging Markets Fund (the "Fund") is a mutual fund seeking
long-term capital appreciation through investment 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. 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 directly investing in and
managing its own portfolio of securities. 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 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 January 1, 1998 for the Fund, as supplemented
from time to time, has been filed with the Securities and Exchange Commission
(the "Commission") and is incorporated herein by reference. This Statement of
Additional Information is available without charge from the 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.
    

   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.
<PAGE>

CONTENTS
<TABLE>
<CAPTION>

                                                  Page                                                       Page
- ----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                                        <C>
   
Shareholder and Fund Expenses                        2     How to Buy Shares                                    12
The Fund's Financial Highlights                      3     How to Redeem Shares                                 14
The Fund's Investment Objective                      4     Reports to Shareholders                              16
Investment Opportunities in Emerging Markets         4     The Lifetime Investing Account/Distribution Options  16
Investment Policies and Risks                        4     The Eaton Vance Exchange Privilege                   16
Organization of the Fund and the Portfolio           8     Eaton Vance Shareholder Services                     17
Management of the Fund and the Portfolio             9     Distributions and Taxes                              18
Distribution Plans                                  11     Performance Information                              19
Valuing Shares                                      12    
                                                               
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
                       PROSPECTUS DATED JANUARY 1, 1998
    

<PAGE>
   
SHAREHOLDER AND FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES                   Class A   Class B
                                                    Shares    Shares
- -------------------------------------------------------------------------------
Maximum Sales Charge Imposd on Purchases (as a
  percentage of offering price)                     5.75%      None
Sales Charges Imposed on Reinvested Distributions    None      None
Fees to Exchange Shares                              None      None
Maximum Contingent Deferred Sales Charge             None     5.00%

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS)

                                                   Class A   Class B
                                                    Shares    Shares
- -------------------------------------------------------------------------------
Management Fees (after fee reduction)               0.90%     0.90%
Rule 12b-1 Distribution and Service Fees            0.50      0.84
Other Expenses (after expense allocations)          1.41      1.41
                                                    ----      ----
Total Operating Expenses (after reductions)         2.81      3.15
                                                    ====      ====

EXAMPLE

An investor would pay the following expenses and, in the case of Class A
shares, maximum initial sales charge or, in the case of Class B, the
applicable contingent deferred sales charge on a $1,000 investment, assuming
(a) 5% annual return and (b) redemption at the end of each period:

                                                   Class A   Class B
                                                    Shares    Shares
- -------------------------------------------------------------------------------
1 Year                                               $ 84      $ 82
3 Years                                               140       137
5 Years                                               197       185
10 Years                                              353       346

    An investor would pay the following expenses on the same investment,
assuming (a) 5% annual return and (b) no redemtpions:


                                                   Class A   Class B
                                                    Shares    Shares
- -------------------------------------------------------------------------------
1 Year                                               $ 84      $ 32
3 Years                                               140        97
5 Years                                               197       165
10 Years                                              353       346

NOTES: The table and Example summarize the aggregate expenses of the Portfolio
and each Class of shares of the Fund and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in the Fund. Information for Class B shares is based on its expenses
for the most recent fiscal year except for Management Fees and Other Expenses
which have been estimated for the current fiscal year. Information for Class A
shares is estimated based upon the most recent fiscal year of its predecessor
fund adjusted for the multiple-class structure. Absent an expected fee reduction
and expense allocation for the current fiscal year, Management Fees, Other
Expenses and Total Operating Expenses would be estimated to be 1.25%, 2.44% and
4.52%, respectively. Management Fees include management fees paid by each Class
and investment advisory and administration fees paid by the Portfolio of 0.25%,
0.75% and 0.25%, respectively.

The Fund offers two classes of shares. Class A shares are sold subject to a
sales charge imposed at the time of purchase. No sales charge is payable at the
time of purchase on investments in Class A shares of $1 million or more.
However, a contingent deferred sales charge ("CDSC") of 1% will be imposed on
such investments in the event of certain redemtpions within 12 months of
purchase. Class B shares are sold subject to a declining CDSC (5% maximum) if
redeemed within six years of purchase. The CDSC does not apply in certain
circumstances. See "How to Buy Shares" and "How to Redeem Shares".

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. Long-term holders of Class B shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by a rule of the
National Association of Securities Dealers, Inc. For further information
regarding the expenses of both the Fund and the Portfolio see "The Fund's
Financial Highlights", "Management of the Fund and the Portfolio", "Distribution
Plans" and "How to Redeem Shares".

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

THE FUND'S FINANCIAL HIGHLIGHTS

   
The following information should be read in conjunction with the audited
financial statements that appear in the Fund's semi-annual and annual reports to
shareholders. The Fund's financial statements have been audited by Deloitte &
Touche LLP, independent certified public accountants, as experts in accounting
and auditing. The financial statements, the independent auditors' report and the
unaudited semi-annual financial statements are incorporated by reference into
the Statement of Additional Information. Further information regarding the
performance of the Fund is contained in its annual and semi-annual reports to
shareholders which may be obtained without charge by contacting the Principal
Underwriter. The financial information for each of the periods presented in the
Fund's Financial Highlights are for the Fund prior to reclassification as Class
B shares on January 1, 1998. Information for Class A shares is not presented
because this class did not exist prior to January 1, 1998. The Financial
Highlights for Class A shares will differ from the Financial Highlights for
Class B shares due to the different fees imposed on Class A shares.
<TABLE>
<CAPTION>

                                                                              
                                         Six Months Ended                     Year Ended December 31,
                                           June 30, 1997         -------------------------------------------------
                                            (Unaudited)               1996               1995               1994*
<S>                                      <C>                          <C>                <C>                <C>
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value -- beginning of
  year                                        $12.720                $10.050           $  9.960            $10.000
                                              -------                -------           --------            -------
Income (loss) from operations:

  Net investment loss                         $(0.050)              $ (0.143)          $ (0.268)           $(0.003)
  Net realized and unrealized gain
    (loss) on investments                       2.900                  2.988              0.358             (0.037)
                                              -------               --------           --------            --------
      Total income (loss) from
        operations                            $ 2.850               $  2.845           $  0.090            $(0.040)
                                              -------               --------           --------            --------

Less distributions:
  From net realized gain on
    investments                               $  --                 $ (0.175)             --                  --
      Total distributions                        --                 $ (0.175)             --                  --
                                              -------               --------           --------            -------
Net asset value -- End of year                $15.570               $ 12.720           $ 10.050            $  9.96
                                              =======               ========           ========            =======

Total Return(1)                                 22.31%                 28.49%              0.90%             (0.40)%

Ratios/Supplemental Data**:
  Net assets, end of year (000 omitted)       $11,250               $  6,725           $  1,801             $  229
  Ratio of net expenses to average
    daily net assets(2)(3)                       2.59%+                 3.41%              6.19%              0.75%+
  Ratio of net expenses to average
    daily net assets after custodian
    fee reduction(2)(3)                          2.37%+                 3.19%              6.19%               --
  Ratio of net investment loss to
    average daily net assets                   (0.83)%+               (1.76)%            (4.64)%             (0.75)%+

**The expenses related to the operation of the Fund reflect a waiver of
  Management Fees, an assumption of expenses by the Manager, 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                $(0.115)               $ (0.233)          $ (0.566)           $ (0.037)
    Ratios (as a percentage of average daily net assets):
  Expenses(2)(3)                                3.67%+                  4.52%             11.35%               9.14%+
  Expenses after custodian fee
    reduction(2)(3)                             3.45%+                  4.30%             11.35%                --
  Net investment loss                         (1.91)%+                (2.87)%            (9.80)%             (9.14)%+

   +  Computed on an annualized basis.
   * 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 t he last day of each
     period reported. Distributions, if any, are assumed to be reinvested at
     the net asset value on the ex-dividend date. Total return is computed on a
     non-annualized basis.
 (2) Includes the Fund's share of the Portfolio's allocated expenses.
 (3) The expense ratios for the six months ended June 30, 1997 and for the years
     ended December 31, 1996 and 1995 have 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 ratios for the period ended
     December 31, 1994 have not been adjusted to reflect this change.

    

</TABLE>
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 has the same investment objective and policies as the Fund. The
Portfolio 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. 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 investment objective of the Fund and the Portfolio 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 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. 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.

INVESTMENT OPPORTUNITIES 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
investment adviser, Lloyd George Investment Management (Bermuda) Limited (the
"Adviser").

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.

   
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. According to the
World Bank, the combined market capitalization of developing countries had 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.
    

INVESTMENT POLICIES AND RISKS

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE BY 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 not in 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.

   
During temporary defensive periods, such as during abnormal market or economic
conditions, the Portfolio may invest some or all of its total assets in high
grade debt securities of foreign and United States companies, foreign
governments and the U.S. Government, and their respective agencies,
instrumentalities, political subdivisions and authorities, as well as in high
quality money market instruments denominated in U.S. dollars or a foreign
currency. The Portfolio may also borrow up to 5% of the value of its total
assets to satisfy redemption requests or settle securities transactions.

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 tax), changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Foreign currency exchange
rates may fluctuate significantly over short periods of time causing the
Portfolio's net asset value to fluctuate as well. Costs are incurred in
connection with conversions between various currencies. In addition, foreign
brokerage commissions, custody fees and other costs of investing are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than in the
United States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards, less
publicly available financial and other information, armed conflict, and
potential difficulties in enforcing contractual obligations. Transactions in the
securities of foreign issuers could be subject to settlement delays and risk of
loss.
    

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.

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 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 or settle
securities transactions. 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 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.

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, 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; currency swaps; 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. Under
regulations of the Commodity Futures Trading Commission, the use of futures
transactions for nonhedging purposes is limited. 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.

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

REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase agreements (the
purchase of a security coupled with an agreement to resell at a higher price)
with respect to its permitted investments, but currently intends to do so only
with member banks of the Federal Reserve System or with primary dealers in U.S.
Government securities. In the event of the bankruptcy of the other party to a
repurchase agreement, the Portfolio might experience delays in recovering its
cash. To the extent that, in the meantime, the value of the securities the
Portfolio purchased may have decreased, the Portfolio could experience a loss.
At no time will the Portfolio commit more than 15% of its net assets to
repurchase agreements which mature in more than seven days and other illiquid
securities.

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

INVESTMENT POLICIES. The Fund and the Portfolio have adopted certain fundamental
investment restrictions and policies which are enumerated in detail in the
Statement of Additional Information and which may not be changed unless
authorized by a shareholder vote and an investor vote, respectively. 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 Fund's shareholders or
the investors in the Portfolio, as the case may be.

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
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. 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). The Trustees of the
Trust have divided the shares of the Fund into multiple classes, including Class
A and Class B shares. Each class represents an interest in the Fund, but is
subject to different expenses, rights and privileges. See "Distribution Plans"
and "How to Buy Shares". The Trustees have the authority under the Declaration
of Trust to create additional classes of shares with differing rights and
privileges. As a result of a reorganization with separate series of the Trust,
the Fund commenced offering Class A and Class B shares on January 1, 1998.

When issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Shares". There are no
annual meetings of shareholders, but special meetings may be held as required by
law to elect Trustees and consider certain other matters. Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares of the Fund will be voted together except that only
shareholders of a particular class may vote on matters affecting only that
class. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets attributable to that class
available for distribution to shareholders.

The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of the Fund in the Portfolio, as well as the advantages and
disadvantages of the two-tier format. The Trustees believe that the structure
offers opportunities for substantial growth in the assets of the Portfolio, may
afford the potential for economies of scale for the Fund and may over time
result in lower expenses for the Fund.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. In 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, these differences may
result in differences in returns experienced by investors in the various funds
that invest in the Portfolio. Information regarding other pooled investment
entities or funds which invest in the Portfolio may be obtained by contacting
the Principal Underwriter, 24 Federal Street, Boston, MA 02110 (617) 482-8260.
    

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

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 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 managed by
Kiersten Christensen.

   
The Adviser is registered as an investment adviser with the Commission and 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 approximately 21% 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 principally Pacific
Basin and Asian portfolios for both private clients and institutional investors
seeking long-term capital growth. LGM's core investment team consists of twelve
experienced investment professionals, based in Hong Kong, London and Mumbai, who
have worked together over a number of years successfully managing client
portfolios in Pacific Basin and Asian stock markets. 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 and Chief Investment Officer. 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.

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.

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 Asian Equities and a
Director. Ms. Chan joined LGM in April 1994.

KIERSTEN CHRISTENSEN. Graduated from Georgetown University in Washington D.C.
She joined Chartwell Information in 1992, a consulting company in Washington
D.C. She joined LGM in 1993. Ms. Christensen has been the portfolio manager of
the Portfolio since May 1, 1996.

   
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 14 years experience working with Far East Asian equities. From
1982-1988, she worked at Save & Prosper Group Ltd. as an investment manager.
In 1988, Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was
promoted to Director of Fleming Investment Management Ltd. In 1992, she was
promoted to Head of the Pacific Region Portfolios Group where she supervised a
team of 5 with responsibility for over $1.5 billion in assets under
management. Ms. Ko joined LGM in 1995.

STEPHEN MILES WOOD. Born in 1952 and educated at Manchester Business School
where he received his MBA. Mr. Wood has over eighteen years experience in
global fund management and eight years experience in the development of
Eastern European businesses. From 1983-1985, he worked for Scott Goff Layton &
Co. as a Senior Investment Analyst. In 1985, Mr. Wood transferred to Caviapen
Investments Ltd. (CAA Pension Fund) where he was promoted to Investment
Director in 1986. Mr. Wood joined John Govett & Co. Ltd. in February of 1989.
Mr. Wood has been a fund manager in Central and Eastern Europe since 1990.

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 0.0625% (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. As at December 31, 1996, the Portfolio had net
assets of $10,658,527. For the fiscal year ended December 31, 1996, the
Portfolio paid the Adviser advisory fees equivalent to 0.22% of the Portfolio's
average daily net assets for such year.

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 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. The Fund, the Portfolio, the Manager
and the Adviser have adopted Codes of Ethics relating to personal securities
transactions. The Codes permit the Manager's and the Adviser's personnel to
invest in securities (including securities that may be purchased or held by the
Portfolio) for their own accounts, subject to certain reporting and other
restrictions and procedures contained in such Codes.

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 APPROXIMATELY $20 BILLION. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly-held holding company which through
its subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities. The Principal Underwriter is a
wholly-owned subsidiary of Eaton Vance.
    

Eaton Vance, 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. As at December 31, 1996, the Fund (which is now
Class B) had net assets of $6,724,633. For the fiscal year ended December 31,
1996, the Fund paid Eaton Vance no management fees. Absent a fee reduction, the
Fund would have paid Eaton Vance management fees equivalent to 0.25% of the
Fund's average daily net assets for such year. 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, 1996,
the Portfolio paid Eaton Vance administration fees equivalent to 0.25% of the
Portfolio's average daily net assets for such year.
    

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 the Adviser
under the investment advisory agreement, by Eaton Vance under the management
contract or the administration agreement, or by the Principal Underwriter under
the distribution agreement.

DISTRIBUTION PLANS

   
The Trust has adopted a Distribution Plan (the "Class A Plan") for the Fund's
Class A shares that is designed to meet the requirements of Rule 12b-1 under the
1940 Act. THE CLASS A PLAN PROVIDES FOR THE PAYMENT OF A MONTHLY DISTRIBUTION
FEE TO THE PRINCIPAL UNDERWRITER IN AN AMOUNT EQUAL TO THE AGGREGATE OF (a) .50%
OF THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR WHICH IS
ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING FOR LESS THAN ONE
YEAR AND (b) .25% OF THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY
FISCAL YEAR WHICH IS ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING
FOR MORE THAN ONE YEAR. Aggregate payments to the Principal Underwriter under
the Class A Plan are limited to those permissible pursuant to a rule of the
National Association of Securities Dealers, Inc.

The Class A Plan also provides that the Class will pay a quarterly service fee
to the Principal Underwriter in an amount equal on an annual basis to .25% of
that portion of its average daily net assets for any fiscal year which is
attributable to Class A shares which have remained outstanding for more than one
year; from such service fee the Principal Underwriter expects to pay a quarterly
service fee to Authorized Firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such Firms which have remained outstanding for more than one year. The Trustees
of the Trust have implemented the Class A Plan by authorizing each Class A to
make quarterly service fee payments to the Principal Underwriter not to exceed
on an annual basis .25% of that portion of average daily net assets for any
fiscal year which is attributable to Class A shares which have remained
outstanding for more than one year. Service fee payments to Authorized Firms
will be in addition to sales charges on Class A shares which are reallowed to
Authorized Firms. If the Class A Plan is terminated or not continued in effect,
the Class has no obligation to reimburse the Principal Underwriter for amounts
expended by the Principal Underwriter in distributing Class A shares.

The Trust has also adopted a Distribution Plan ("Class B Plan") pursuant to Rule
12b-1 under the 1940 Act for the Fund's Class B shares. The Plan is designed to
permit an investor to purchase shares through an Authorized Firm without
incurring an initial sales charge and at the same time permit the Principal
Underwriter to compensate Authorized Firms in connection therewith. UNDER SUCH
PLANS, THE FUND PAYS THE PRINCIPAL UNDERWRITER A FEE, ACCRUED DAILY AND PAID
MONTHLY, AT AN ANNUAL RATE NOT EXCEEDING .75% OF CLASS B AVERAGE DAILY NET
ASSETS TO FINANCE THE DISTRIBUTION OF ITS SHARES. Such fees compensate the
Principal Underwriter for sales commissions paid by it to Authorized Firms on
the sale of Class B shares and for interest expenses. Under the Class B Plan,
the Principal Underwriter uses its own funds to pay sales commissions (except on
exchange transactions and reinvestments) to Authorized Firms at the time of sale
equal to 4% of the purchase price of the Class B shares sold by such Firms.
CDSCs paid to the Principal Underwriter will be used to reduce amounts owed to
it. Because payments to the Principal Underwriter under the Plan are limited,
uncovered distribution charges (sales commissions due the Principal Underwriter
plus interest, less the above fees and CDSCs received by it) may exist
indefinitely. During the fiscal year ended December 31, 1996, Class B (which was
then a separate series fund) paid or accrued sales commissions equivalent to
 .75% of average daily net assets. As at December 31, 1996, the outstanding
uncovered distribution charges of the Principal Underwriter on such day
calculated under the Class B Plan amounted to approximately $4,470,000
(equivalent to 6.0% of net assets on such day). For more information see the
Statement of Additional Information.

THE CLASS B PLAN ALSO AUTHORIZES CLASS B TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL SERVICES, AND/OR THE
MAINTENANCE OF SHAREHOLDER ACCOUNTS. Under the Class B Plan, this fee is paid
quarterly in arrears based on the value of Class B shares sold by such persons
and remaining outstanding for at least twelve months. For the fiscal year ended
December 31, 1996, Class B paid or accrued service fees under its Plan
equivalent to .08% of average daily net assets for such year.

Distribution of Class B shares by the Principal Underwriter will also be
encouraged by the payment by the Adviser to the Principal Underwriter of amounts
equivalent to .15% of Class B's annual average daily net assets. Such payments
will be made from the Adviser's own resources, not Class 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 shareholders when such charges exist. Such payments will
be made in consideration of the Principal Underwriter's distribution efforts.

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 Principal Underwriter may at times allow
discounts on the sale of Class A shares 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 Trust may, in its absolute discretion, suspend, discontinue or limit the
offering of one or more of its classes of shares at any time. In determining
whether any such action should be taken, the Trust's management intends to
consider all relevant factors, including without limitation the size of the Fund
or class, the investment climate and market conditions, the volume of sales and
redemptions of shares, and in the case of Class B shares, the amount of
uncovered distribution charges of the Principal Underwriter. The Plans may
continue in effect and payments may be made under the Plans following any such
suspension, discontinuance or limitation of the offering of shares; however,
there is no contractual obligation to continue any Plan for any particular
period of time. Suspension of the offering of shares would not, of course,
affect a shareholder's ability to redeem shares.

VALUING SHARES

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter by a specific time each day to receive that day's public offering
price per share. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter. The Fund has approved the acceptance of
purchase and redemption orders as of the time of their receipt by certain
Authorized Firms (or their designated intermediaries).

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. Exchange-listed securities generally are valued at closing sale prices.

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

HOW TO BUY SHARES

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Class A shares are purchased at the effective public offering price,
which price is based on the effective net asset value per share plus the
applicable sales charge. The sales charge is divided between the Authorized Firm
and the Principal Underwriter. Class B shares are purchased at the net asset
value per share next determined after an order is effective. An Authorized Firm
may charge its customers a fee in connection with transactions executed by that
Firm. The Fund may suspend the offering of shares at any time and may refuse an
order for the purchase of shares.

An initial investment must be at least $1,000. Once an account has been
established the investor may send investments of $50 or more at any time
directly to the Trust's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123. The
$1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".

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

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

The current sales charges and dealer commissions are:
<TABLE>
<CAPTION>

                                                                     Sales Charge        Sales Charge        Dealer Commission
                                                                     as Percentage of    as Percentage of    as Percentage of
Amount of Purchase                                                   Offering Price      Amount Invested     Offering Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>                 <C>  
Less than $50,000                                                        5.75%               6.10%               5.00%
$50,000 but less than $100,000                                           4.75                4.99                4.00
$100,000 but less than $250,000                                          3.75                3.90                3.00
$250,000 but less than $500,000                                          3.00                3.10                2.50
$500,000 but less than $1,000,000                                        2.00                2.04                1.75
$1,000,000 or more                                                       0.00*               0.00*             See Below**

 *No sales charge is payable at the time of purchase on investments of $1
  million or more. A CDSC of 1% will be imposed on such investments in the event
  of certain redemptions within 12 months of purchase.
**A commission on sales of $1 million or more will be paid as follows: 1.00%
  on amounts of $1 million or more but less than $3 million; plus 0.50% on
  amounts from $3 million but less than $5 million; plus 0.25% on amounts of
  $5 million or more. Purchases of $1 million or more will be aggregated
  over a 12-month period for purposes of determining the commission to be
  paid.
</TABLE>

Class A shares may be sold at net asset value to current and retired Directors
and Trustees of Eaton Vance funds, including the Portfolio; to clients and
current and retired officers and employees of Eaton Vance, its affiliates and
other investment advisers of Eaton Vance sponsored funds; to registered
representatives and employees of Authorized Firms and bank employees who refer
customers to registered representatives of Authorized Firms; to officers and
employees of IBT and the Transfer Agent; and to such persons' spouses and
children under the age of 21 and their beneficial accounts. Class A shares may
also be issued at net asset value (1) in connection with the merger of an
investment company or series thereof with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the Principal Underwriter provides multiple investment services, such as
management, brokerage and custody, and (3) to investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediary on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code") and "rabbi trusts".
The Trust's Principal Underwriter may pay commissions to Authorized Firms who
initiate and are responsible for purchases of Class A shares of the Fund by
Eligible Plans of up to 1.00% of the amount invested in such shares.

Until March 31, 1998, no sales charge is payable at the time of purchase where
the amount invested represents redemption proceeds from a mutual fund
unaffiliated with Eaton Vance if the redemption occurred no more than 60 days
prior to the purchase of Class A shares and the redeemed shares were potentially
subject to a sales charge. A CDSC of 0.50% will be imposed on such investments
in the event of certain redemptions within 12 months of purchase and the
Authorized Firm will be paid a commission on such sales of 0.50% of the amount
invested.

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

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

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as 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 public offering price of Class A shares or net asset value of Class B
shares on the day such proceeds are received. Eaton Vance will use reasonable
efforts to obtain the then current market price for such securities, but does
not guarantee the best available price. Eaton Vance will absorb any transaction
costs, such as commissions, on the sale of the securities.
    

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

<TABLE>
<CAPTION>
   
IN THE CASE OF BOOK ENTRY:                                      IN THE CASE OF PHYSICAL DELIVERY:
<S>                                                             <C>
Deliver through Depository Trust Co.                            Investors Bank & Trust Company
Broker #2212                                                    Attention: Eaton Vance Emerging Markets Fund
Investors Bank & Trust Company                                  (and Class)
For A/C Eaton Vance Emerging Markets Fund (and Class)           Physical Securities Processing Settlement Area
                                                                200 Clarendon Street
                                                                Boston, MA 02116
</TABLE>

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

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

   
HOW TO REDEEM SHARES

A SHAREHOLDER MAY REDEEM SHARES IN ONE OF THREE WAYS -- BY MAIL, BY TELEPHONE OR
THROUGH AN AUTHORIZED FIRM. The redemption price will be based on the net asset
value per share next computed after a redemption request is received in the
proper form as described below. Within seven days after receipt of a redemption
request in good order by the Transfer Agent, the Trust will make payment in cash
for the net asset value of the shares as of the date determined above, reduced
by the amount of any applicable CDSC (described below) and any federal income
tax required to be withheld.
    

REDEMPTION BY MAIL. Shares may be redeemed by delivering to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123,
during its business hours a written request for redemption in good order, plus
any share certificates with executed stock powers. Good order means that all
relevant documents must be endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) must be guaranteed by a member of either the
Securities Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan institutions,
credit unions, securities dealers, securities exchanges, clearing agencies and
registered securities associations as required by a Commission regulation and
acceptable to the Transfer Agent. In addition, in some cases, good order may
require the furnishing of additional documents such as where shares are
registered in the name of a corporation, partnership or fiduciary.

   
REDEMPTION BY TELEPHONE. Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such
redemptions can be effected by calling the Transfer Agent at 800-262-1122,
Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The
proceeds of a telephone redemption may be no greater than the maximum amount
established by the Principal Underwriter (currently $50,000) and may be mailed
only to the account address of record. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary arrangements, may not be
redeemed by telephone. Neither the Trust, the Principal Underwriter nor the
Transfer Agent will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated by telephone are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone redemption may be difficult to
implement.

REDEMPTION THROUGH AN AUTHORIZED FIRM. To sell shares at their net asset value
through an Authorized Firm (a repurchase), a shareholder can place a repurchase
order with the Authorized Firm, which may charge a fee. The value of such shares
is based upon the net asset value calculated after the order is deemed to be
received by the Trust or the Principal Underwriter, as the Trust's agent. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
the Principal Underwriter. Throughout this Prospectus, the word "redemption" is
generally meant to include a repurchase.

While normally payments will be made in cash for redeemed shares, the Trust,
subject to compliance with applicable regulations, has reserved the right to pay
the redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn from the
Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.
    

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

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

CONTINGENT DEFERRED SALES CHARGE. Each class of shares is subject to a CDSC on
certain redemptions. The CDSC is calculated based on the lower of the net asset
value at the time of purchase or the time of redemption. Shares acquired through
the reinvestment of distributions are exempt. Redemptions are made first from
shares in the account which are not subject to a CDSC.

In calculating a CDSC upon the redemption of shares acquired in an exchange, the
shares are deemed to have been acquired at the time of the original purchase of
the exchanged shares and, in the case of Class B shares, the CDSC schedule
applicable to the exchanged shares will apply to the acquired shares. No CDSC is
imposed on shares sold to Eaton Vance or its affiliates, or to their respective
employees or clients. Shares acquired as the result of a merger or liquidation
of another Eaton Vance sponsored fund generally will be subject to the same CDSC
rate imposed by the prior fund.

CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, they will be subject to a 1% CDSC if
redeemed within 12 months of purchase. If Class A shares are purchased prior to
April 1, 1998 at net asset value because the amount invested represents
redemption proceeds from an unaffiliated mutual fund (as described under "How to
Buy Shares"), they will be subject to a .50% CDSC if redeemed within 12 months
of purchase.

CLASS B SHARES. Class B shares will be subject to the following CDSC schedule:
                                                                               
Year of
Redemption
After Purchase                                                CDSC
- -------------------------------------------------------------------------------
First or Second                                                5%
Third                                                          4%
Fourth                                                         3%
Fifth                                                          2%
Sixth                                                          1%
Seventh and following                                          0%
                                                
The Class B CDSC is waived for redemptions (1) pursuant to a Withdrawal Plan
(see "Eaton Vance Shareholder Services"), (2) as part of a required minimum
distribution from a tax-sheltered retirement plan, or (3) following the death of
all beneficial owners of shares, provided the redemption is requested within one
year of death (a death certificate and other applicable documents may be
required).
    

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 independent accountants. Shortly after the end of each
calendar year, shareholders will be furnished with information necessary for
preparing federal and state tax returns. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.
    

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS

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

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

   
Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (please provide the name of the
shareholder, the Fund and Class and the account number).

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the Trust's
dividend disbursing agent, First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123. The currently effective option will appear on each
account statement.
    

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

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

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

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

   
If shareholder communications are returned by the United States Postal Service
or other delivery service as not deliverable, the distribution option on the
account will be automatically changed to the SHARE OPTION until such time as the
shareholder selects a different option. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE

   
Shares of the Fund currently may be exchanged for shares of the same class of
one or more other funds in the Eaton Vance Group of Funds. Class A shares may
also be exchanged for shares of Eaton Vance Cash Management Fund, Eaton Vance
Income Fund of Boston, and Eaton Vance Tax Free Reserves. Class B shares may
also be exchanged for shares of Eaton Vance Prime Rate Reserves, which are
subject to an early withdrawal charge, or shares of Eaton Vance Money Market
Fund, which are subject to a CDSC, and shares of a money market fund sponsored
by an Authorized Firm and approved by the Principal Underwriter (an "Authorized
Firm fund"). Any such exchange will be made on the basis of the net asset value
per share of each fund/class at the time of the exchange (plus, in the case of
an exchange made within six months of the date of purchase of Class A shares
subject to an initial sales charge, an amount equal to the difference, if any,
between the sales charge previously paid on the shares being exchanged and the
sales charge payable on the shares being acquired). Exchange offers are
available only in states where shares of the fund being acquired may be legally
sold. Exchanges are subject to any restrictions or qualifications set forth in
the current prospectus of any such fund.

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

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

No CDSC is imposed on exchanges. For purposes of calculating the CDSC upon the
redemption of shares acquired in an exchange, the CDSC 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 CDSC period. For the CDSC schedule applicable to Class B Funds (except Prime
Rate Reserves and Class B shares of the Limited Maturity Funds), see "How to
Redeem Shares". The CDSC or early withdrawal charge schedule applicable to Prime
Rate Reserves and Class B shares of the Limited Maturity Funds is 3%, 2.5%, 2%
or 1% in the event of a redemption occurring in the first, second, third or
fourth year, respectively, after the original share purchase.

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

EATON VANCE SHAREHOLDER SERVICES

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION. Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the Fund
and specifying the Class being purchased may be mailed directly to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123 at any time -- whether or not distributions are reinvested. The name
of the shareholder, the Fund and Class and the account number should accompany
each investment.
    

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

   
WITHDRAWAL PLAN. A shareholder may draw on shareholdings systematically with
monthly or quarterly checks. For Class B shares, any such withdrawals may not in
the aggregate exceed 12% annually of the account balance at the time the plan is
established. Such amount will not be subject to the Class B CDSC. See "How to
Redeem Shares". A minimum deposit of $5,000 in shares is required. The
maintenance of a withdrawal plan concurrently with purchases of additional Class
A shares would be disadvantageous because of the sales charge included in such
purchase.

STATEMENT OF INTENTION. Purchases of $50,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges. See "How to Buy
Shares -- Statement of Intention and Escrow Agreement".

RIGHT OF ACCUMULATION. Purchases may qualify for reduced sales charges on Class
A shares when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $50,000 or more. Class A shares of the Eaton
Vance funds listed under "The Eaton Vance Exchange Privilege" may be combined
under the Statement of Intention and Right of Accumulation.

REINVESTMENT PRIVILEGE. A shareholder who has redeemed shares may reinvest, with
credit for any CDSC paid on the redeemed shares, any portion or all of the
redemption proceeds (plus that amount necessary to acquire a fractional share to
round off the purchase to the nearest full share) in the same shares (or for
Class A shares in Class A shares of any other Eaton Vance fund), provided that
the reinvestment is effected within 60 days after such redemption and the
privilege has not been used more than once in the prior 12 months. Shares are
sold to a reinvesting shareholder at the next determined net asset value
following timely receipt of a written purchase order by the Principal
Underwriter or by the Trust (or by the Trust's Transfer Agent). To the extent
that any shares are sold at a loss and the proceeds are reinvested in shares (or
other shares are acquired) within the period beginning 30 days before and ending
30 days after the date of 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. Class A shares of the Fund are available for
purchase in connection with certain tax-sheltered retirement plans. Detailed
information concerning these plans, including certain exceptions to minimum
investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Participant accounting
services (including trust fund reconciliation services) will be offered only
through third party recordkeepers and not by the Principal Underwriter. Under
all plans, dividends and distributions will be automatically reinvested in
additional shares.

DISTRIBUTIONS AND TAXES

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 (if any) allocated to the Fund by the Portfolio (less the Fund's direct
and allocated expenses and Class specific expenses), and (B) at least one
distribution annually of all or substantially all of the net realized capital
gains (if any) 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 ex-dividend date.

The Fund intends to distribute each year substantially all of its net investment
company taxable income, (consisting generally of taxable net investment income,
net short-term capital gain and net gains from certain foreign currency
transactions) and net capital gains. The Fund's distributions will generally not
qualify for the dividends-received deduction for corporations.

Distributions of investment company taxable income are taxable to shareholders
as ordinary income, whether paid in cash or additional shares. Distributions of
net capital gain are taxable to shareholders as long-term capital gain, whether
paid in cash or additional shares and regardless of the length of time shares
have been owned by the shareholder. Long-term capital gain is separated into
different tax rate groups depending on the length of time the asset is held by
the Portfolio prior to sale. Current IRS rules permit the Fund to designate net
capital gain distributions as "28% rate gain distributions" or "20% rate gain
distributions," and require shareholders to treat such distributions
accordingly.

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

The redemption of shares of the Fund may result in a taxable gain or loss to the
redeeming shareholder, depending on whether the amount received is greater or
less than such shareholder's adjusted tax basis in the shares redeemed. An
exchange of shares of the Fund for shares of another Eaton Vance fund generally
will have similar tax consequences. Sales charges paid upon a purchase of Class
A shares cannot be taken into account for purposes of determining gain or loss
on a redemption or exchange of the shares before the 91st day after their
purchase to the extent a sales charge is reduced or eliminated in a subsequent
acquisition of shares of the Fund or of another fund pursuant to the Fund's
reinvestment or exchange privilege. Any disregarded amounts will result in an
adjustment to the shareholder's tax basis in some or all of any other shares
acquired.

Taxable distributions to certain shareholders, including those who have not
provided the Fund with their correct taxpayer identification number and other
required certifications, may be subject to "backup" federal tax withholding of
31%.

Shareholders will receive one or more 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 Transfer Agent.

The foregoing only summarizes some of the federal tax consequences to
shareholders of investing in shares of the Fund, and does not address special
tax rules applicable to certain types of investors, such as corporate and
foreign investors, individual retirement accounts and other retirement plans.
Investors should consult their tax advisers.

PERFORMANCE INFORMATION

FROM TIME TO TIME, AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED. Average annual
total return is determined separately for each Class of the Fund by computing
the average annual percentage change in the value of $1,000 invested at the
maximum public offering price (including maximum sales charge for Class A
shares, net asset value for Class B shares) for specified periods, assuming
reinvestment of all distributions. The average annual total return calculation
assumes a complete redemption of the investment and the deduction of any
applicable CDSC at the end of the period. The Fund may also publish annual and
cumulative total return figures from time to time. Total return may be quoted
for the period prior to commencement of operations which would reflect the
Class' total return (or that of its predecessor) adjusted to reflect any
applicable sales charge.

The Fund may also publish total return figures for each Class which do not take
into account any sales charge. Any performance figure which does not take into
account a sales charge would be reduced to the extent such charge is imposed.
The Fund's performance may be compared in publications to the performance of
various indices and investments for which reliable data is available, and to
averages, performance rankings, or other information prepared by recognized
mutual fund statistical services.

Investors should note that investment results will fluctuate over time, and any
presentation of the total return for any prior period should not be considered a
representation of what an investment may earn or what the total return may be in
any future period. 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 investment results to those of other mutual funds and
other investment vehicles. If the expenses of the Fund or the Portfolio are
allocated to Eaton Vance or the Adviser, the Fund's performance will be higher.


The following chart reflects the annual investment returns of Class B of the
Fund for one-year periods ending December 31 and does not take into account any
sales charge which investors may bear.The performance of the predecessor fund of
Class A was different.
    

                Life of Fund Average Annual Total Return - 13.01%

                         (0.40%)      0.90%      28.49%
                   --------------------------------------------
                         1994(1)*     1995*       1996*

(1) From the start of business, November 30, 1994 to December 31, 1994.

*If a portion of the Fund's expenses had not been subsidized, the Fund would
 have had lower returns.


<PAGE>
[LOGO]
                       Investing

                       for the
EATON VANCE
- ------------           21st
Mutual Funds
                       Century



- --------------------------------------------------------------------------------
EATON VANCE
EMERGING MARKETS FUND









   
PROSPECTUS
JANUARY 1, 1998
    



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

SPONSOR AND MANAGER OF EATON VANCE EMERGING MARKETS FUND
Administrator of Emerging Markets 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, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group,
P.O. Box 5123, Westborough, MA 01581-5123 (800) 262-1122


   
AUDITORS
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110                   EMP
    
<PAGE>
                                     PART A
                      INFORMATION REQUIRED IN A PROSPECTUS


[LOGO]
                       Investing

                       for the

                       21st
EATON VANCE
==============         Century
Mutual Funds


                                   EATON VANCE
                               GREATER INDIA FUND

   
Eaton Vance Greater India Fund (the "Fund") is a mutual fund seeking long-term
capital appreciation through investment in equity securities of companies in
India and surrounding countries of the Indian subcontinent. 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 directly investing in and managing its own portfolio of securities.
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
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 January 1, 1998 for the Fund, as supplemented
from time to time, has been filed with the Securities and Exchange Commission
(the "Commission") and is incorporated herein by reference. This Statement of
Additional Information is available without charge from the 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.
    

   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.

CONTENTS
<TABLE>
<CAPTION>
                                                      Page                                                         Page
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>       <C>                                                <C>
   
Shareholder and Fund Expenses                            2      How to Buy Shares                                    14
The Fund's Financial Highlights                          3      How to Redeem Shares                                 16
The Fund's Investment Objective                          4      Reports to Shareholders                              17
Investment Opportunities in India and the Indian                The Lifetime Investing Account/ Distribution Options 17
Subcontinent                                             4      The Eaton Vance Exchange Privilege                   18
Investment Policies and Risks                            5      Eaton Vance Shareholder Services                     19
Organization of the Fund and the Portfolio              10      Distributions and Taxes                              19
Management of the Fund and the Portfolio                11      Performance Information                              20
Distribution Plans                                      12
Valuing Shares                                          13
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
                       PROSPECTUS DATED JANUARY 1, 1998

    

<PAGE>
<TABLE>
<CAPTION>
   
SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
                                                                                       Class A      Class B
                                                                                       Shares       Shares
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>          <C>

Maximum Sales Charge Imposed on Purchases of Shares (as a percentage of offering
  price)                                                                                5.75%        None
Sales Charges Imposed on Reinvested Distributions                                       None         None
Fees to Exchange Shares                                                                 None         None
Maximum Contingent Deferred Sales Charge                                                None         5.00%

Annual Fund and Allocated Portfolio Operating Expenses (as a percentage of
  average daily net assets)

                                                                                       Class A      Class B
                                                                                       Shares       Shares
- --------------------------------------------------------------------------------------------------------------
Management Fees                                                                         1.25%        1.25%
Rule 12b-1 Distribution and Service Fees                                                0.50         0.79
Other Expenses                                                                          0.97         0.97
                                                                                        ----         ----
Total Operating Expenses                                                                2.72         3.01
                                                                                        ====         ====
Example
An investor would pay the following expenses and, in the case of Class A
shares, maximum initial sales charge or, in the case of Class B shares, the
applicable contingent deferred sales charge on a $1,000 investment, assuming
(a) 5% annual return and (b) redemption at the end of each period:

                                                                                       Class A      Class B
                                                                                       Shares       Shares
- --------------------------------------------------------------------------------------------------------------
 1 Year                                                                                 $ 83         $ 80
 3 Years                                                                                 137          133
 5 Years                                                                                 193          178
10 Years                                                                                 345          333
    

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

   
                                                                                       Class A      Class B
                                                                                       Shares       Shares
- --------------------------------------------------------------------------------------------------------------
 1 Year                                                                                 $ 83         $ 30
 3 Years                                                                                 137           93
 5 Years                                                                                 193          158
10 Years                                                                                 345          333
</TABLE>

NOTES: The table and Example summarize the aggregate expenses of the Portfolio
and each Class of shares of the Fund and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in the Fund. Information for Class B shares is based on its expenses
for the most recent fiscal year. Information for Class A shares is estimated
based upon the most recent fiscal year of its predecessor fund adjusted for the
multiple-class structure. 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 offers two classes of shares. Class A shares are sold subject to a
sales charge imposed at the time of purchase. No sales charge is payable at the
time of purchase on investments in Class A shares of $1 million or more.
However, a contingent deferred sales charge ("CDSC") of 1% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. Class B shares are sold subject to a declining CDSC (5% maximum) if
redeemed within six years of purchase. The CDSC does not apply in certain
circumstances. See "How to Buy Shares" and "How to Redeem Shares".

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. 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. For further information regarding the expenses of the
Fund and the Portfolio, see "The Fund's Financial Highlights", "Management of
the Fund and the Portfolio", "Distribution Plans" and "How to Redeem Shares".

The Fund invests exclusively in the Portfolio. Other investment companies and
investors 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".
    

THE FUND'S FINANCIAL HIGHLIGHTS

   
The following information should be read in conjunction with the financial
statements that appear in the Fund's semiannual and annual reports to
shareholders. The Fund's financial statements have been audited by Deloitte &
Touche LLP, independent certified public accountants, as experts in accounting
and auditing. The financial statements, the independent auditors' report and the
unaudited semiannual financial statements are incorporated by reference into the
Statement of Additional Information. Further information regarding the
performance of the Fund is contained in its annual and semiannual reports to
shareholders which may be obtained without charge by contacting the Principal
Underwriter. The financial information for each of the periods presented in the
Fund's Financial Highlights are for the Fund prior to reclassification as Class
B shares on January 1, 1998. Information for Class A shares is not presented
because this class did not exist prior to January 1, 1998. The Financial
Highlights for Class A shares will differ from the Financial Highlights for
Class B shares due to the different fees imposed on Class A shares.
    

<TABLE>
<CAPTION>
   
                                                                          
                                          Six Months Ended                Year Ended December 31,
                                            June 30, 1997     ---------------------------------------------------------
                                             (Unaudited)         1996                1995                1994*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>                 <C>                  <C>    
Net asset value -- beginning of year           $ 5.910         $  6.550            $  9.840             $10.000
                                               -------         --------            --------             -------

Income (loss) from operations:
  Net investment loss                          $ (0.069)++      $ (0.099)++         $ (0.176)            $ (0.065)
  Net realized and unrealized gain
    (loss) on investments                         1.479           (0.541)             (3.114)              (0.095)
                                               --------         --------            --------             --------
      Total income (loss) from
        operations                             $  1.410         $ (0.640)           $ (3.290)            $ (0.160)
                                               --------         --------            --------             --------
Net asset value -- end of year                 $  7.320         $  5.910            $  6.550             $  9.840
                                               ========         ========            ========             ======== 
                                                  23.86%           (9.77)%            (33.43)%              (1.60)%

Ratios/Supplemental Data:
  Net assets, end of year
    (000 omitted)                              $ 90,764         $ 74,661            $ 21,041             $ 38,925
  Ratio of net expenses to average
    daily net assets(2)(3)                         3.01%+           2.88%               3.31%                2.54%+
  Ratio of net expenses to average
    daily net assets after custodian
    fee reduction(2)                               2.97%+           2.65%               2.90%                 --
  Ratio of net investment loss to
    average daily net assets                     (2.09)%+          (1.46)%             (1.74)%              (1.42)%+

   +  Computed on an annualized basis.
  ++  Computed using average shares outstanding.
   * 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 t he last day of each
     period reported. Distributions, if any, are assumed to be reinvested at
     the net asset value on the ex-dividend date. Total return is computed on
     a non-annualized basis.
 (2) Includes the Fund's share of the Portfolio's allocated expenses.
 (3) The expense ratios for the six months ended June 30, 1997 and the years
     ended December 31, 1996 and 1995 have been adjusted t o 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 ratios for the period
     ended December 31, 1994 have not been adjusted to reflect this change.
    
</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
South Asia Portfolio (the "Portfolio"), a separate registered investment company
which has the same investment objective and policies as the Fund. The Portfolio
invests primarily in equity securities of companies in India and surrounding
countries of the Indian subcontinent. The Portfolio will normally invest at
least 50% of its total assets in equity securities of Indian companies. The
investment objective of the Fund and the Portfolio 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 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. 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.

INVESTMENT OPPORTUNITIES 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 investment adviser, Lloyd George
Investment Management (Bermuda) Limited (the "Adviser"). 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 120 years ago, is the
oldest stock exchange in Asia and currently lists almost 5,700 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. In 1991,
the Government of Prime Minister Narasimha Rao had 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 policy was 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, was
substantially modified. 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, most investment and major economic 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 a gradual move towards the 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 5% between 1989 and
1996.

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. Most 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. 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. Beginning
in September 1995, several measures have been adopted to establish securities
depositories and permit trading without share certificates. Such trading in
selected securities has begun, but the process is not yet well-defined.

   
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. With mid-term elections
likely to be held in February/March 1998, however, it is unclear to what extent
a new government will endorse these policies.

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 over $4.6 billion in fiscal year 1997. India's
foreign exchange reserves, which had fallen to about $1 billion in 1991, were
over $28 billion in November, 1997. Political uncertainty at the end of 1997,
however, may cause outflows of such investments.
    

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, Prime Minister Mohammad Nawaz Sharif,
although involved in political controversy in late 1997, has attempted to
continue many of the liberalization policies already 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 BY 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.
    

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 not in 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.

   
During temporary defensive periods, such as during abnormal market or economic
conditions, the Portfolio may invest some or all of its total assets in high
grade debt securities of foreign and United States companies, foreign
governments and the U.S. Government, and their respective agencies,
instrumentalities, political subdivisions and authorities, as well as in high
quality money market instruments denominated in U.S. dollars or a foreign
currency. The Portfolio may borrow to satisfy redemption requests or settle
securities transactions.
    

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 tax), changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Foreign currency exchange
rates may fluctuate significantly over short periods of time causing the
Portfolio's net asset value to fluctuate as well. Costs are incurred in
connection with conversions between various currencies. In addition, foreign
brokerage commissions, custody fees and other costs of investing are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than in the
United States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards, less
publicly available financial and other information, armed conflict, and
potential difficulties in enforcing contractual obligations. Transactions in the
securities of foreign issuers could be subject to settlement delays and risk of
loss.

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.

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.

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 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. 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 or settle securities transactions. 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.

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 30%
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 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 no longer imposes 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. Pending legislation would reduce these tax rates. 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

   
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 1996, political uncertainty caused the economy to
slow down. In early 1997, with a popularly elected Government in place,
industrial and commercial activity was expected to increase.

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

SRI LANKA. Insurrection and political violence among Sri Lanka's ethnic groups,
including terrorist actions by the Tamil Tigers separatist organization 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 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, 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; currency swaps; 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. The use of
futures for nonhedging purposes is limited by regulations of the Commodity
Futures Trading Commission. There can be no assurance that the Adviser's use of
derivative instruments will be advantageous to the Portfolio.
    

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

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

The 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.

REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase agreements (the
purchase of a security coupled with an agreement to resell at a higher price)
with respect to its permitted investments, but currently intends to do so only
with member banks of the Federal Reserve System or with primary dealers in U.S.
Government securities. In the event of the bankruptcy of the other party to a
repurchase agreement, the Portfolio might experience delays in recovering its
cash. To the extent that, in the meantime, the value of the securities the
Portfolio purchased may have decreased, the Portfolio could experience a loss.
At no time will the Portfolio commit more than 15% of its net assets to
repurchase agreements which mature in more than seven days and other illiquid
securities.

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

INVESTMENT POLICIES. The Fund and the Portfolio have adopted certain fundamental
investment restrictions and policies which are enumerated in detail in the
Statement of Additional Information and which may not be changed unless
authorized by a shareholder vote and an investor vote, respectively. 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.

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 Fund's shareholders or
the investors in the Portfolio, as the case may be.

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. 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). The Trustees of the
Trust have divided the shares of the Fund into multiple classes, including Class
A and Class B shares. Each class represents an interest in the Fund, but is
subject to different expenses, rights and privileges. See "Distribution Plans"
and "How to Buy Shares". The Trustees have the authority under the Declaration
of Trust to create additional classes of shares with differing rights and
privileges. As a result of a reorganization with separate series of the Trust,
the Fund commenced offering Class A and B shares on January 1, 1998.

When issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Shares". There are no
annual meetings of shareholders, but special meetings may be held as required by
law to elect Trustees and consider certain other matters. Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares of the Fund will be voted together except that only
shareholders of a particular class may vote on matters affecting only that
class. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets attributable to that class
available for distribution to shareholders.

The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of the Fund in the Portfolio, as well as the advantages and
disadvantages of the two-tier format. The Trustees believe that the structure
offers opportunities for substantial growth in the assets of the Portfolio,
affords the potential for economies of scale for the Fund and may over time
result in lower expenses for the Fund.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. In 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, these differences may
result in differences in returns experienced by investors in the various funds
that invest in the Portfolio. Information regarding other pooled investment
entities or funds which invest in the Portfolio may be obtained by contacting
the Principal Underwriter, 24 Federal Street, Boston, MA 02110 (617) 482-8260.
    

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

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 AS ITS INVESTMENT ADVISER. The
Adviser, acting under the general supervision of the Portfolio's Trustees,
manages the Portfolio's investments and affairs.

The Adviser is registered as an investment adviser with the Commission and is a
subsidiary of Lloyd George Management (B.V.I.) Limited ("LGM"). The Adviser
employs two full-time investment professionals in its Mumbai office, who provide
investment research and advice on Greater India investments. 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 approximately 21% 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 principally Pacific
Basin and Asian portfolios for both private clients and institutional investors
seeking long-term capital growth. LGM's core investment team consists of twelve
experienced investment professionals, based in Hong Kong, London and Mumbai, who
have worked together over a number of years successfully managing client
portfolios in Pacific Basin and Asian stock markets. 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.

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. The Portfolio is co-managed by Robert Lloyd George
and Scobie Dickinson Ward.

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman of the Adviser. 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).

SCOBIE DICKINSON WARD.  Director and Chief Investment Officer of the Adviser.
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.

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.
    
Under its investment advisory agreement with the Portfolio, the Adviser receives
a monthly advisory fee of 0.0625% (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. As at December 31, 1996, the Portfolio had net
assets of $103,923,393. For the fiscal year ended December 31, 1996, the
Portfolio paid the Adviser advisory fees equivalent to 0.75% of the Portfolio's
average daily net assets for such year.

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 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. The Fund, the Portfolio, the Manager
and the Adviser have adopted Codes of Ethics relating to personal securities
transactions. The Codes permit the Manager's and the Adviser's personnel to
invest in securities (including securities that may be purchased or held by the
Portfolio) for their own accounts, subject to certain reporting and other
restrictions and procedures contained in such Codes.

   
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 APPROXIMATELY $20 BILLION. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly-held holding company which through
its subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities. The Principal Underwriter is a
wholly-owned subsidiary of Eaton Vance.
    

Eaton Vance, 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. As at December 31, 1996, the Fund (which is now
Class B) had net assets of $74,661,085. For the fiscal year ended December 31,
1996, the Fund paid Eaton Vance management fees equivalent to 0.25% of the
Fund's average daily net assets for such year. 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, 1996,
the Portfolio paid Eaton Vance administration fees equivalent to 0.25% of the
Portfolio's average daily net assets for such year.
    

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 the Adviser
under the investment advisory agreement, by Eaton Vance under the management
contract or the administration agreement, or by the Principal Underwriter under
the distribution agreement.

   
DISTRIBUTION PLANS

The Trust has adopted a Distribution Plan (the "Class A Plan") for the Fund's
Class A shares that is designed to meet the requirements of Rule 12b-1 under the
1940 Act. THE CLASS A PLAN PROVIDES FOR THE PAYMENT OF A MONTHLY DISTRIBUTION
FEE TO THE PRINCIPAL UNDERWRITER IN AN AMOUNT EQUAL TO THE AGGREGATE OF (a) .50%
OF THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR WHICH IS
ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING FOR LESS THAN ONE
YEAR AND (b) .25% OF THAT PORTION OF CLASS A AVERAGE DAILY NET ASSETS FOR ANY
FISCAL YEAR WHICH IS ATTRIBUTABLE TO ITS SHARES WHICH HAVE REMAINED OUTSTANDING
FOR MORE THAN ONE YEAR. Aggregate payments to the Principal Underwriter under
the Class A Plan are limited to those permissible pursuant to a rule of the
National Association of Securities Dealers, Inc.

The Class A Plan also provides that the Class will pay a quarterly service fee
to the Principal Underwriter in an amount equal on an annual basis to .25% of
that portion of its average daily net assets for any fiscal year which is
attributable to Class A shares which have remained outstanding for more than one
year; from such service fee the Principal Underwriter expects to pay a quarterly
service fee to Authorized Firms, as compensation for providing personal services
and/or the maintenance of shareholder accounts, with respect to shares sold by
such Firms which have remained outstanding for more than one year. Service fee
payments to Authorized Firms will be in addition to sales charges on Class A
shares which are reallowed to Authorized Firms. If the Class A Plan is
terminated or not continued in effect, the Class has no obligation to reimburse
the Principal Underwriter for amounts expended by the Principal Underwriter in
distributing Class A shares.

The Trust has also adopted a Distribution Plan ("Class B Plan") pursuant to Rule
12b-1 under the 1940 Act for the Fund's Class B shares. The Plan is designed to
permit an investor to purchase shares through an Authorized Firm without
incurring an initial sales charge and at the same time permit the Principal
Underwriter to compensate Authorized Firms in connection therewith. UNDER SUCH
PLAN, CLASS B PAYS THE PRINCIPAL UNDERWRITER A FEE, ACCRUED DAILY AND PAID
MONTHLY, AT AN ANNUAL RATE NOT EXCEEDING .75% OF ITS AVERAGE DAILY NET ASSETS TO
FINANCE THE DISTRIBUTION OF ITS SHARES. Such fees compensate the Principal
Underwriter for sales commissions paid by it to Authorized Firms on the sale of
Class B shares and for interest expenses. Under the Class B Plan, the Principal
Underwriter uses its own funds to pay sales commissions (except on exchange
transactions and reinvestments) to Authorized Firms at the time of sale equal to
4% of the purchase price of the Class B shares sold by such Firms. CDSCs paid to
the Principal Underwriter will be used to reduce amounts owed to it. Because
payments to the Principal Underwriter under the Plan are limited, uncovered
distribution charges (sales commissions due the Principal Underwriter plus
interest, less the above fees and CDSCs and Adviser distribution payouts
received by it) may exist indefinitely. During the fiscal year ended December
31, 1996, Class B (which was then a separate series fund) paid or accrued sales
commissions equivalent to .75% of average daily net assets. As at December 31,
1996, the outstanding uncovered distribution charges of the Principal
Underwriter on such day calculated under the Class B Plan amounted to
approximately $4,470,000 (equivalent to 6.0% of net assets on such day).

THE CLASS B PLAN ALSO AUTHORIZES EACH CLASS B TO MAKE PAYMENTS OF SERVICE FEES
TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL SERVICES, AND/ OR
THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. Under the Class B Plan, this fee is
paid quarterly in arrears based on the value of Class B shares sold by such
persons and remaining outstanding for at least twelve months. For the fiscal
year ended December 31, 1996, Class B paid or accrued service fees under its
Plan equivalent to .08% of average daily net assets.

Distribution of Class B shares by the Principal Underwriter will also be
encouraged by the payment by the Adviser to the Principal Underwriter of amounts
equivalent to .15% of Class B's annual average daily net assets. Such payments
will be made from the Adviser's own resources, not Class assets, in
consideration of the Principal Underwriter's distribution efforts.

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 Principal Underwriter may at times allow
discounts on the sale of Class A shares 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 Trust may, in its absolute discretion, suspend, discontinue or limit the
offering of one or more of its classes of shares at any time. In determining
whether any such action should be taken, the Trust's management intends to
consider all relevant factors, including without limitation the size of the Fund
or class, the investment climate and market conditions, the volume of sales and
redemptions of shares, and in the case of Class B shares, the amount of
uncovered distribution charges of the Principal Underwriter. The Plans may
continue in effect and payments may be made under the Plans following any such
suspension, discontinuance or limitation of the offering of shares; however,
there is no contractual obligation to continue any Plan for any particular
period of time. Suspension of the offering of shares would not, of course,
affect a shareholder's ability to redeem shares.

VALUING SHARES

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter by a specific time each day to receive that day's public offering
price per share. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter. The Fund has approved the acceptance of
purchase and redemption orders as of the time of their receipt by certain
Authorized Firms (or their designated intermediaries).

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. Exchange-listed securities generally are valued at closing sale prices.

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

HOW TO BUY SHARES

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Class A shares are purchased at the effective public offering price,
which price is based on the effective net asset value per share plus the
applicable sales charge. The sales charge is divided between the Authorized Firm
and the Principal Underwriter. Class B shares are purchased at the net asset
value per share next determined after an order is effective. An Authorized Firm
may charge its customers a fee in connection with transactions executed by that
Firm. The Trust may suspend the offering of shares at any time and may refuse an
order for the purchase of shares.

An initial investment must be at least $1,000. Once an account has been
established the investor may send investments of $50 or more at any time
directly to the Trust's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123. The
$1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".

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

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

The current sales charges and dealer commissions are:

<TABLE>
<CAPTION>
                                                                   Sales Charge         Sales Charge         Dealer Commission
                                                                   as Percentage of     as Percentage of     as Percentage of
Amount of Purchase                                                 Offering Price       Amount Invested      Offering Price
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>                  <C> 
Less than $50,000                                                    5.75%                6.10%                5.00%
$50,000 but less than $100,000                                       4.75                 4.99                 4.00
$100,000 but less than $250,000                                      3.75                 3.90                 3.00
$250,000 but less than $500,000                                      3.00                 3.09                 2.50
$500,000 but less than $1,000,000                                    2.00                 2.04                 1.75
$1,000,000 or more                                                   0.00*                0.00*              See Below**

 *No sales charge is payable at the time of purchase on investments of $1
  million or more. A CDSC of 1% will be imposed on such investments in the event
  of certain redemptions within 12 months of purchase.
**A commission on sales of $1 million or more will be paid as follows: 1.00%
  on amounts of $1 million or more but less than $3 million; plus 0.50% on
  amounts from $3 million but less than $5 million; plus 0.25% on amounts of
  $5 million or more. Purchases of $1 million or more will be aggregated
  over a 12-month period for purposes of determining the commission to be
  paid.
</TABLE>

Class A shares may be sold at net asset value to current and retired Directors
and Trustees of Eaton Vance funds, including the Portfolio; to clients and
current and retired officers and employees of Eaton Vance, its affiliates and
other investment advisers of Eaton Vance sponsored funds; to registered
representatives and employees of Authorized Firms and bank employees who refer
customers to registered representatives of Authorized Firms; to officers and
employees of IBT and the Transfer Agent; and to such persons' spouses and
children under the age of 21 and their beneficial accounts. Class A shares may
also be issued at net asset value (1) in connection with the merger of an
investment company or series thereof with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the Principal Underwriter provides multiple investment services, such as
management, brokerage and custody, and (3) to investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediary on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code") and "rabbi trusts".
The Trust's Principal Underwriter may pay commissions to Authorized Firms who
initiate and are responsible for purchases of Class A shares of the Fund by
Eligible Plans of up to 1.00% of the amount invested in such shares.

Until March 31, 1998, no sales charge is payable at the time of purchase where
the amount invested represents redemption proceeds from a mutual fund
unaffiliated with Eaton Vance if the redemption occurred no more than 60 days
prior to the purchase of Class A shares and the redeemed shares were potentially
subject to a sales charge. A CDSC of 0.50% will be imposed on such investments
in the event of certain redemptions within 12 months of purchase and the
Authorized Firm will be paid a commission on such sales of 0.50% of the amount
invested.

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

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

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as 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 of Class B shares or public offering price of Class A
shares on the day such proceeds are received. Eaton Vance will use reasonable
efforts to obtain the then current market price for such securities, but does
not guarantee the best available price. Eaton Vance will absorb any transaction
costs, such as commissions, on the sale of the securities.
    

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

<TABLE>
<CAPTION>
   
IN THE CASE OF BOOK ENTRY:                                 IN THE CASE OF PHYSICAL DELIVERY:
<S>                                                        <C>
Deliver through Depository Trust Co.                       Investors Bank & Trust Company
Broker #2212                                               Attention: Eaton Vance Greater India Fund (and Class)
Investors Bank & Trust Company                             Physical Securities Processing Settlement Area
For A/C Eaton Vance Greater India Fund (and Class)         200 Clarendon Street
                                                           Boston, MA 02116
</TABLE>

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

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

   
HOW TO REDEEM SHARES

A SHAREHOLDER MAY REDEEM SHARES IN ONE OF THREE WAYS -- BY MAIL, BY TELEPHONE OR
THROUGH AN AUTHORIZED FIRM. The redemption price will be based on the net asset
value per share next computed after a redemption request is received in the
proper form as described below. Within seven days after receipt of a redemption
request in good order by the Transfer Agent, the Trust will make payment in cash
for the net asset value of the shares as of the date determined above, reduced
by the amount of any applicable CDSCs (described below) and any federal income
tax required to be withheld.
    

REDEMPTION BY MAIL. Shares may be redeemed by delivering to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123,
during its business hours a written request for redemption in good order, plus
any share certificates with executed stock powers. Good order means that all
relevant documents must be endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) must be guaranteed by a member of either the
Securities Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan institutions,
credit unions, securities dealers, securities exchanges, clearing agencies and
registered securities associations as required by a Commission regulation and
acceptable to the Transfer Agent. In addition, in some cases, good order may
require the furnishing of additional documents such as where shares are
registered in the name of a corporation, partnership or fiduciary.

   
REDEMPTION BY TELEPHONE. Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such redemption
can be effected by calling the Transfer Agent at 800-262-1122, Monday through
Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The proceeds of a
telephone redemption may be no greater than the maximum amount established by
the Principal Underwriter (currently $50,000) and may be mailed only to the
account address of record. Shares held by corporations, trusts or certain other
entities, or subject to fiduciary arrangements, may not be redeemed by
telephone. Neither the Trust, the Principal Underwriter nor the Transfer Agent
will be responsible for the authenticity of redemption instructions received by
telephone, provided that reasonable procedures to confirm that instructions
communicated by telephone are genuine have been followed. Telephone instructions
will be tape recorded. In times of drastic economic or market changes, a
telephone redemption may be difficult to implement.

REDEMPTION THROUGH AN AUTHORIZED FIRM. To sell shares at their net asset value
through an Authorized Firm (a repurchase), a shareholder can place a repurchase
order with the Authorized Firm, which may charge a fee. The value of such shares
is based upon the net asset value calculated after the order is deemed to be
received by the Trust or the Principal Underwriter, as the Trust's agent. It is
the Authorized Firm's responsibility to transmit promptly repurchase orders to
the Principal Underwriter. Throughout this Prospectus, the word "redemption" is
generally meant to include a repurchase.

While normally payments will be made in cash for redeemed shares, the Trust,
subject to compliance with applicable regulations, has reserved the right to pay
the redemption price of shares of the Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn from the
Portfolio. The securities so distributed would be valued pursuant to the
Portfolio's valuation procedures. If a shareholder received a distribution in
kind, the shareholder could incur brokerage or other charges in converting the
securities to cash.
    

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

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

CONTINGENT DEFERRED SALES CHARGE. Each class of shares is subject to a CDSC on
certain redemptions. The CDSC is calculated based on the lower of the net asset
value at the time of purchase or the time of redemption. Shares acquired through
the reinvestment of distributions are exempt. Redemptions are made first from
shares in the account which are not subject to a CDSC.

In calculating a CDSC upon the redemption of shares acquired in an exchange, the
shares are deemed to have been acquired at the time of the original purchase of
the exchanges shares and, in the case of Class B shares, the CDSC schedule
applicable to the exchanged shares will apply to the acquired shares. No CDSC is
imposed on shares sold to Eaton Vance or its affiliates, or to their respective
employees or clients. Shares acquired as the result of a merger or liquidation
of another Eaton Vance sponsored fund generally will be subject to the same CDSC
rate imposed by the prior fund.

CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, they will be subject to a 1% CDSC if
redeemed within 12 months of purchase. If Class A shares are purchased prior to
April 1, 1998 at net asset value because the amount invested represents
redemption proceeds from an unaffiliated mutual fund (as described under "How to
Buy Shares"), they will be subject to a .50% CDSC if redeemed within 12 months
of purchase.

CLASS B SHARES. Class B shares will be subject to the following CDSC schedule:

Year of Redemption After Purchase                                         CDSC
- -------------------------------------------------------------------------------
First or Second                                                             5%
Third                                                                       4%
Fourth                                                                      3%
Fifth                                                                       2%
Sixth                                                                       1%
Seventh and following                                                       0%

The Class B CDSC is waived for redemptions (1) pursuant to a Withdrawal Plan
(see "Eaton Vance Shareholder Services"), (2) as part of a required distribution
from a tax-sheltered retirement plan, or (3) following the death of all
beneficial owners of shares, provided the redemption is requested within one
year of death (a death certificate and other applicable documents may be
required).
    

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 independent accountants. Shortly after the end of each
calendar year, shareholders will be furnished with information necessary for
preparing federal and state tax returns. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.
    

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS

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

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

   
Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (please provide the name of the
shareholder, the Fund and Class and the account number).

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the Trust's
dividend disbursing agent, First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123. The currently effective option will appear on each
account statement.

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

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

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

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

If shareholder communications are returned by the United States Postal Service
or other delivery service as not deliverable, the distribution option on the
account will be automatically changed to the SHARE OPTION until such time as the
shareholder selects a different option. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
    

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

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

THE EATON VANCE EXCHANGE PRIVILEGE

Shares of the Fund currently may be exchanged for shares of the same class of
one or more other funds in the Eaton Vance Group of Funds. Class A shares may
also be exchanged for shares of Eaton Vance Cash Management Fund, Eaton Vance
Income Fund of Boston and Eaton Vance Tax Free Reserves. Class B shares may also
be exchanged for shares of Eaton Vance Prime Rate Reserves, which are subject to
an early withdrawal charge, or shares of Eaton Vance Money Market Fund, which
are subject to a CDSC, and shares of a money market fund sponsored by an
Authorized Firm and approved by the Principal Underwriter (an "Authorized Firm
fund"). Any such exchange will be made on the basis of the net asset value per
share of each fund/class at the time of the exchange (plus, in the case of an
exchange made within six months of the date of purchase of Class A shares
subject to an initial sales charge, an amount equal to the difference, if any,
between the sales charge previously paid on the shares being exchanged and the
sales charge payable on the shares being acquired). Exchange offers are
available only in states where shares of the fund being acquired may be legally
sold. Exchanges are subject to any restrictions or qualifications set forth in
the current prospectus of any such fund.

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

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

No CDSC is imposed on exchanges. For purposes of calculating the CDSC upon the
redemption of shares acquired in an exchange, the CDSC 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 CDSC period. For the CDSC schedule applicable to Class B shares (except
Prime Rate Reserves and Class B shares of the Limited Maturity Funds), see "How
to Redeem Shares". The CDSC or early withdrawal charge schedule applicable to
Prime Rate Reserves and Class B shares of the Limited Maturity Funds is 3%,
2.5%, 2% or 1% in the event of a redemption occurring in the first, second,
third or fourth year, respectively, after the original share purchase.

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

EATON VANCE SHAREHOLDER SERVICES

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION. Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the Fund
and specifying the Class being purchased may be mailed directly to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123 at any time -- whether or not distributions are reinvested. The name
of the shareholder, the Fund and Class and the account number should accompany
each investment.
    

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

   
WITHDRAWAL PLAN. A shareholder may draw on shareholdings systematically with
monthly or quarterly checks. For Class B shares, any such withdrawals may not in
the aggregate exceed 12% annually of the account balance at the time the plan is
established. Such amount will not be subject to the Class B CDSC. See "How to
Redeem Shares". A minimum deposit of $5,000 in shares is required. The
maintenance of a withdrawal plan concurrently with purchases of additional Class
A shares would be disadvantageous because of the sales charge included in such
purchase.

STATEMENT OF INTENTION. Purchases of $50,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges. See "How to Buy
Shares -- Statement of Intention and Escrow Agreement".

RIGHT OF ACCUMULATION. Purchases may qualify for reduced sales charges on Class
A shares when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $50,000 or more. Class A shares of the Eaton
Vance funds listed under "The Eaton Vance Exchange Privilege" may be combined
under the Statement of Intention and Right of Accumulation.

TAX-SHELTERED RETIREMENT PLANS. Class A shares of the Fund are available for
purchase in connection with certain tax-sheltered retirement plans. Detailed
information concerning these plans, including certain exceptions to minimum
investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Participant accounting
services (including trust fund reconciliation services) will be offered only
through third party recordkeepers and not by the Principal Underwriter. Under
all plans, dividends and distributions will be automatically reinvested in
additional shares.

REINVESTMENT PRIVILEGE. A shareholder who has redeemed shares may reinvest, with
credit for any CDSC paid on the redeemed shares, any portion or all of the
redemption proceeds (plus that amount necessary to acquire a fractional share to
round off the purchase to the nearest full share) in the same shares (or for
Class A shares in Class A shares of any other Eaton Vance fund), provided that
the reinvestment is effected within 60 days after such redemption and the
privilege has not been used more than once in the prior 12 months. Shares are
sold to a reinvesting shareholder at the next determined net asset value
following timely receipt of a written purchase order by the Principal
Underwriter or by the Trust (or by the Trust's Transfer Agent). To the extent
that any shares are sold at a loss and the proceeds are reinvested in shares (or
other shares are acquired) within the period beginning 30 days before and ending
30 days after the date of 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.

DISTRIBUTIONS AND TAXES

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 (if any) allocated to the Fund by the Portfolio (less the Fund's direct
and allocated expenses and class-specific expenses), and (B) at least one
distribution annually of all or substantially all of the net realized capital
gains (if any) 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 ex-dividend date.

The Fund intends to distribute each year substantially all of its net investment
company taxable income (consisting generally of taxable net investment income),
net short-term capital gain and net gains from certain foreign currency
transactions) and net capital gains. The Fund's distributions will generally not
qualify for the dividends-received deduction for corporations. Distributions of
investment company taxable income are taxable to shareholders as ordinary
income, whether paid in cash or additional shares. Distributions of net capital
gain are taxable to shareholders as long-term capital gain, whether paid in cash
or additional shares and regardless of the length of time shares have been owned
by the shareholder. Long-term capital gain is separated into different tax rate
groups depending on the length of time the asset is held by the Portfolio prior
to sale. Current IRS rules permit the Fund to designate net capital gain
distributions as "28% rate gain distributions" or "20% rate gain distributions,"
and require shareholders to treat such distributions accordingly.

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

The redemption of shares of the Fund may result in a taxable gain or loss to the
redeeming shareholder, depending on whether the amount received is greater or
less than such shareholder's adjusted tax basis in the shares redeemed. An
exchange of shares of the Fund for shares of another Eaton Vance fund generally
will have similar tax consequences. Sales charges paid upon a purchase of Class
A shares cannot be taken into account for purposes of determining gain or loss
on a redemption or exchange of the shares before the 91st day after their
purchase to the extent a sales charge is reduced or eliminated in a subsequent
acquisition of shares of the Fund or of another fund pursuant to the Fund's
reinvestment or exchange privilege. Any disregarded or disallowed amounts will
result in an adjustment to the shareholder's tax basis in some or all of any
other shares acquired.

Taxable distributions to certain shareholders, including those who have not
provided the Fund with their correct taxpayer identification number and other
required certifications, may be subject to "backup" federal tax withholding of
31%.

Shareholders will receive one or more 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 Transfer Agent.

The foregoing only summarizes some of the Federal tax consequences to
shareholders of investing in shares of the Fund, and does not address special
tax rules applicable to certain types of investors, such as corporate and
foreign investors, individual retirement accounts and other retirement plans.
Investors should consult their tax advisers.

PERFORMANCE INFORMATION

FROM TIME TO TIME, AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED. Average annual
total return is determined separately for each Class of the Fund by computing
the average annual percentage change in value of $1,000 invested at the maximum
public offering price (including maximum sales charge for Class A shares; net
asset value for Class B shares) for specified periods, assuming reinvestment of
all distributions. The average annual total return calculation assumes a
complete redemption of the investment and the deduction of any applicable CDSC
at the end of the period. The Fund may also publish annual and cumulative total
return figures from time to time.

The Fund may also publish total return figures for each Class which do not take
into account any sales charge. Any performance figure which does not take into
account a sales charge would be reduced to the extent such charge is imposed.
The Fund's performance may be compared in publications to the performance of
various indices and investments for which reliable data is available, and to
averages, performance rankings, or other information prepared by recognized
mutual fund statistical services. Total return may be quoted for the period
prior to commencement of operations which would reflect the Class' total return
(or that of its predecessor) adjusted to reflect any applicable sales charge.

Investors should note that investment results will fluctuate over time, and any
presentation of the total return for any prior period should not be considered a
representation of what an investment may earn or what the total return may be in
any future period. 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 investment results to those of other mutual funds and
other investment vehicles.

The following chart reflects the annual investment returns of Class B for
one-year periods ending December 31 and does not take into account any sales
charge which investors may bear. The performance of the predecessor fund of
Class A was different.
    
<PAGE>
              LIFE OF FUND AVERAGE ANNUAL TOTAL RETURN - (17.88)%

               (1.60%)             (33.43%)              (9.77%)
             -----------------------------------------------------------
               1994(1)               1995                  1996

       (1) From the start of business, May 2, 1994, to December 31, 1994

<PAGE>
[LOGO]
                       Investing

                       for the

                       21st
EATON VANCE
==============         Century
Mutual Funds



- -------------------------------------------------------------------------------
EATON VANCE
GREATER INDIA FUND









   
PROSPECTUS
JANUARY 1, 1998
    


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

SPONSOR AND MANAGER OF EATON VANCE 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, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group,
P.O. Box 5123, Westborough, MA 01581-5123 (800) 262-1122

   
AUDITORS
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110                  GIP
    
<PAGE>

   
                                     PART B
         INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION
                                                                 January 1, 1998

                          EATON VANCE INVESTORS FUND
                      EATON VANCE SPECIAL EQUITIES FUND
                            EATON VANCE STOCK FUND
                        EATON VANCE TOTAL RETURN FUND
    

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

   
    This Statement of Additional Information provides general information about
the Funds listed above and their corresponding Portfolios. This Statement of
Additional Information is sometimes referred to herein as the "SAI."

                              TABLE OF CONTENTS

                                                                          Page

Additional Information About Investment Policies .....................      1
Investment Restrictions ..............................................      4
Trustees and Officers ................................................      6
Investment Adviser and Administrator .................................      9
Custodian ............................................................     12
Services for Accumulation -- Class A Shares ..........................     12
Service for Withdrawal ...............................................     13
Determination of Net Asset Value .....................................     13
Investment Performance ...............................................     14
Taxes ................................................................     15
Principal Underwriter ................................................     17
Service Plan -- Class A Shares .......................................     18
Distribution Plans -- Class B and Class C Shares .....................     18
Portfolio Security Transactions ......................................     20
Other Information ....................................................     22
Independent Accountants ..............................................     23
Financial Statements .................................................     24
Appendix A: Class A Shares ...........................................    a-1
Appendix B: Class B Shares ...........................................    b-1
Appendix C: Class C Shares ...........................................    c-1

    Although each Fund offers only its shares of beneficial interest, it is
possible that a Fund (or Class) might become liable for a misstatement or
omission in this Statement of Additional Information regarding another Fund (or
Class) because the Funds use this combined Statement of Additional Information.
The Trustees of the Trust have considered this factor in approving the use of a
combined Statement of Additional Information.

    THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUNDS' PROSPECTUS DATED JANUARY 1, 1998, AS SUPPLEMENTED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS COMBINED STATEMENT
OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A
COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE
DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR ADDRESS AND
PHONE NUMBER).

    This SAI provides information about the Funds and the Portfolios.
Capitalized terms used in this SAI and not otherwise defined have the meanings
given them in the Prospectus. The Funds are subject to the same investment
policies as those of the Portfolios. Each Fund currently seeks to achieve its
objective by investing in its corresponding Portfolio.
<PAGE>
               ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

INVESTORS FUND

    Investors Fund is intended to provide an "all-in-one" portfolio for a
sensible approach to asset allocation: stocks for growth; stocks and bonds for
current income; and money market securities, when necessary, to provide
stability. The Investment Adviser believes Investors Fund offers a way to
participate in the stock market without full exposure to downside fluctuations.
Investors Portfolio is a flexibly managed account seeking to provide current
income and long-term growth of capital through careful selection of securities
considered to be of high or improving quality. The net asset value of the
classes of Investors Fund will fluctuate in response to changes in the value of
the securities held by the Portfolio. When the Portfolio sells securities held
by it, it may realize a gain or loss depending on whether it sells them for more
or less than their cost. As in any investment which fluctuates in value, the
management of the Investors Portfolio cannot, of course, assure the achievement
of the objectives or eliminate risk. It is believed, however, that through
selective diversification and continuous supervision, the risks of investing
will be reduced and the shareholder's opportunities for rewarding investment
results over the long term may be enhanced.

FOREIGN INVESTMENTS

    Because investments in companies whose principal business activities are
located outside of the United States will frequently be denominated in foreign
currencies, and because assets of a Portfolio may temporarily be held in bank
deposits in foreign currencies during the completion of investment programs, the
value of the assets of a Portfolio as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations. A Portfolio may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market.

    Investors and Total Return Portfolios may enter into forward foreign
currency exchange contracts. Forward contracts are traded in the interbank
market conducted directly between currency traders (usually large commercial
banks) and their customers. Although a forward contract will minimize the risk
of loss due to a decline in the value of the hedged currency, it also limits any
potential gain which might result should the value of such currency increase.

FUTURES CONTRACTS AND OPTIONS

    Total Return and Investors Portfolios may enter into futures contracts, and
options on futures contracts, traded on an exchange regulated by the CFTC, and
on foreign exchanges if the Investment Adviser determines that trading on each
such foreign exchange does not subject the Portfolios to risks, including credit
and liquidity risks, that are materially greater than the risks associated with
trading on CFTC-regulated exchanges. Transactions in futures contracts and
options thereon (other than purchased options) exposes a Portfolio to an
obligation to another party.

    The Total Return Portfolio may only write a put option on a security that it
intends ultimately to acquire for its investment portfolio.

    To the extent that a Portfolio enters into futures contracts, options on
futures contracts and options on foreign currencies traded on an exchange
regulated by the 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 investments, after taking into account unrealized profits and unrealized
losses on any contracts the Portfolio has entered into.

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS

    Entering into a derivative instrument involves the risk that the applicable
market will move against the Portfolio's position and that the Portfolio will
incur a loss. For derivative instruments other than purchased options, this loss
may exceed the amount of the initial investment made or the premium received by
the Portfolio. Derivative instruments may sometimes increase or leverage a
Portfolio's exposure to a particular market risk. Leverage enhances a
Portfolio's exposure to the price volatility of derivative instruments it holds.
A Portfolio's success in using derivative instruments to hedge portfolio assets
depends on the degree of price correlation between the derivative instruments
and the hedged asset. Imperfect correlation may be caused by several factors,
including temporary price disparities among the trading markets for the
derivative instrument, the assets underlying the derivative instrument and the
Portfolio's assets. During periods of market volatility, a commodity exchange
may suspend or limit trading in an exchange-traded derivative instrument, which
may make the contract temporarily illiquid and difficult to price. Commodity
exchanges may also establish daily limits on the amount that the price of a
futures contract or futures option can vary from the previous day's settlement
price. Once the daily limit is reached, no trades may be made that day at a
price beyond the limit. This may prevent a Portfolio from closing out positions
and limiting its losses. A Portfolio will engage in transactions in futures
contracts and related options only to the extent such transactions are
consistent with the requirements of the Code for maintaining the qualification
of the corresponding Fund as a regulated investment company for federal income
tax purposes. See "Taxes."

    Over-the-counter ("OTC") derivative instruments in which the Total Return
Portfolio may invest involve an enhanced risk that the issuer or counterparty
will fail to perform its contractual obligations. Some derivative instruments
are not readily marketable or may become illiquid under adverse market
conditions. The staff of the Commission takes the position that purchased OTC
options, and assets used as cover for written OTC options, are subject to the
Portfolio's 15% limit on illiquid investments. The Portfolio's ability to
terminate OTC derivative instruments may depend on the cooperation of the
counterparties to such contracts. The Portfolio expects to purchase and write
only exchange-traded options until such time as the Investment Adviser
determines that the OTC options market is sufficiently developed and the Total
Return Fund has amended its prospectus so that appropriate disclosure is
furnished to prospective and existing shareholders. For thinly traded derivative
instruments, the only source of price quotations may be the selling dealer or
counterparty.

ASSET COVERAGE REQUIREMENTS

    Transactions involving when-issued securities, forward contracts, futures
contracts and options (other than options that a Portfolio has purchased) expose
a Portfolio to an obligation to another party. A Portfolio will not enter into
any such transactions unless it owns either (1) an offsetting ("covered")
position in securities or other options, forward contracts or futures contracts,
or (2) cash or liquid securities (such as readily marketable common stock and
money market instruments) with a value sufficient at all times to cover its
potential obligations not covered as provided in (1) above. The Portfolios will
comply with Commission guidelines regarding cover for these instruments and, if
the guidelines so require, set aside cash or liquid securities in a segregated
account with its custodian in the prescribed amount. The securities in the
segregated account will be marked to market daily. Assets used as cover or held
in a segregated account maintained by the Portfolio's custodian cannot be sold
while the position requiring coverage or segregation is outstanding unless they
are replaced with other appropriate assets. As a result, the commitment of a
large portion of a Portfolio's assets to segregated accounts or to cover could
impede portfolio management or the Portfolio's ability to meet redemption
requests or other current obligations.

WRITING COVERED CALL OPTIONS

    The Special Investment Portfolio may engage in the writing of call option
contracts on securities which are owned by the Portfolio ("covered call
options") when, in the opinion of the Trustees of the Portfolio, such activity
is advisable and appropriate. The Portfolios does not intend to write a covered
option on any security if after such transaction more than 25% of its net
assets, as measured by the aggregate value of the securities underlying all
covered calls written by the Portfolio, would be subject to such options.

    Each of Special Investment, Stock and Total Return Portfolios may terminate
its obligations under a call option by engaging in "closing purchase
transactions." In the event no market for such a transaction exists, Portfolio
would have to exercise its options in order to realize any profit and would
incur transaction costs upon the sale of underlying securities pursuant to the
exercise of put options. Reasons for the absence of a liquid secondary market on
an exchange include the following: (i) there may be insufficient trading
interest in certain options; (ii) restrictions may be imposed by an exchange on
opening transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; (iv) unusual or
unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that exchange that had been issued by the Options Clearing
Corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.

    The writing of options could result in significant increases in the
portfolio turnover rate, especially during periods when market prices of the
underlying securities appreciate.

WHEN-ISSUED SECURITIES

    Each Portfolio may purchase debt securities on a when-issued basis; that is,
delivery and payment for the securities normally take place up to 90 days after
the date of the transaction. The payment obligation and the interest rate that
will be received on the securities are fixed at the time the Portfolio enters
into the purchase commitment. Securities purchased on a when- issued basis are
subject to changes in value. Therefore, to the extent that a Portfolio remains
substantially fully invested at the same time that it has purchased securities
on a when-issued basis, there will be greater fluctuations in the Portfolio's
net asset value than if it solely set aside cash to pay for when-issued
securities.

LENDING OF SECURITIES

    The Special Investment, Stock and Total Return Portfolios may each seek to
increase their income by lending portfolio securities. Under present regulatory
policies, including those of the Board of Governors of the Federal Reserve
System and the Commission, such loans may be made to member firms of the New
York Stock Exchange and would be required to be secured continuously by
collateral in cash, cash equivalents or U.S. Government securities held by a
Portfolio's custodian and maintained on a current basis at an amount at least
equal to the market value of the securities loaned which will be marked to
market daily. Each Portfolio would have the right to call a loan and obtain the
securities loaned at any time on five days' notice. During the existence of a
loan, a Portfolio will continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities loaned and would also receive
interest on investment of the collateral. The Portfolio would not, however, have
the right to vote any securities having voting rights during the existence of
the loan, but would call the loan in anticipation of an important vote to be
taken among holders of the securities or the giving or withholding of their
consent on a material matter affecting the investment. As with other extensions
of credit there are risks of delay in recovery or even loss of rights in the
securities loan, if the borrower of the securities fails financially. However,
the loans would be made only to organizations deemed by the Investment Adviser
to be of good standing and, when, in its judgment, the consideration which can
be earned from securities loans of this type justifies the attendant risk.
Securities lending involves administration expenses, including finders' fees. If
the Investment Adviser determines to make securities loans, it is intended that
the value of the securities loaned would not exceed 30% of the Portfolio's total
assets. At the present time, the Trustees of such Portfolios have not made a
determination to engage in this activity, and have no present intention of
making such a determination during the current fiscal year.

LEVERAGE THROUGH BORROWING

    Upon trustee approval, the Total Return Portfolio may from time to time
increase its ownership of portfolio securities above the amounts otherwise
possible by borrowing from banks on an unsecured basis at fixed or variable
rates of interest and investing the borrowed funds. The Investment Adviser
currently anticipates that the Total Return Portfolio would incur borrowings for
the purpose of acquiring additional income-producing securities when it is
believed that the interest payable with respect to such borrowings will be
exceeded by (a) the income payable on the securities acquired with such
borrowings or (b) the anticipated total return (a combination of income and
appreciation) on such securities. Such borrowings might be made, for example,
when short-term interest rates fall below the yields available from the
securities acquired with the borrowed funds or the total return anticipated from
such securities.

    The Total Return Portfolio is required to maintain asset coverage of at
least 300% with respect to such borrowings, which means that the Portfolio may
borrow an amount up to 50% of the value of its net assets (not including such
borrowings). The Portfolio may be required to dispose of securities held by it
on unfavorable terms if market fluctuations or other factors reduce such asset
coverage to less than 300%.

    Leveraging will exaggerate any increase or decrease in the market value of
the securities held by the Total Return Portfolio. Money borrowed for leveraging
will be subject to interest costs which may or may not exceed the income from
the securities purchased. The Total Return Portfolio may also be required to
maintain minimum average balances in connection with such borrowing or to pay a
commitment or other fee to maintain a line of credit; either of these
requirements will increase the cost of borrowing over the stated interest rate.
Unless the income and appreciation, if any, on assets acquired with borrowed
funds exceeds the cost of borrowing, the use of leverage will diminish the
investment performance of the Portfolio compared with what it would have been
without leverage.

    Successful use of a leveraging strategy depends on the Investment Adviser's
ability to predict correctly interest rates and market movements, and there is
no assurance that a leverage strategy will be successful during any period in
which it is employed. Leverage may be viewed as a speculative activity.

    The ability of the Total Return Portfolio to borrow could be partially or
entirely curtailed in the event that the Credit Control Act of 1969 were to be
invoked and the Federal Reserve Board were to limit or prohibit certain
extensions of credit. This Act empowers the Federal Reserve Board, when
authorized by the President, to regulate directly the costs and allocation of
funds in the credit market.

REPURCHASE AGREEMENTS

    The Total Return Portfolio may enter into repurchase agreements with respect
to U.S. Government securities. In the event of the bankruptcy of the other party
to a repurchase agreement, the Portfolio might experience delays in recovering
its cash. To the extent that, in the meantime, the value of the securities the
Portfolio purchased may have decreased, the Portfolio could experience a loss.
The Portfolio will treat repurchase agreements maturing in more than seven days
as illiquid.

PORTFOLIO TURNOVER

    While it is not the policy of the Portfolios to purchase securities with a
view to short-term profits, the Portfolios will dispose of securities without
regard to the time they have been held if such action seems advisable. The
Investors Portfolio, Special Investments Portfolio and the Stock Portfolio
anticipate that under normal market conditions, each Portfolio's annual turnover
rate will generally not exceed 100% (excluding turnover of securities having a
maturity of one year or less), although the Stock Portfolio's annual portfolio
turnover rate has exceeded 100% in the past. The Portfolio turnover rate of the
Total Return Portfolio is likely to exceed 100%, but under normal conditions is
not likely to exceed 250%. A 100% turnover rate could occur if all of the
securities held by a Portfolio are sold and either repurchased or replaced
within one year. High portfolio turnover involves correspondingly greater
brokerage commissions and other transaction costs, which will be borne directly
by a Portfolio. It may also result in the realization of capital gains. See
"Portfolio Security Transactions" for a discussion of the Portfolios' brokerage
practices. For the fiscal years ended December 31, 1995 and 1996, the portfolio
turnover rates of the Investors Portfolio, Special Investments Portfolio, Stock
Portfolio and Total Return Portfolio were 47% and 64%, 81% and 91%, 108% and
114%, and 103% and 166%, respectively.

                           INVESTMENT RESTRICTIONS

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

    As a matter of fundamental investment policy, a Fund may not:

        (1) With respect to 75% of its total assets, invest more than 5% of its
    total assets taken at market value in the securities of any one issuer or 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;

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

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

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

        (5) Invest in physical commodities or commodity contracts for the
    purchase and sale of physical commodities; or

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

        In addition, Investors Fund may not:

        (7) Invest more than 25% of the value of its total assets at the time of
    acquisition in any one industry with public utility companies (being
    electric utility companies, natural gas producing companies, transmission
    companies, telephone companies, and water works companies) being considered
    separate industries.

        In addition, Special Equities Fund and Stock Fund may not:

        (8) Underwrite securities of other issuers; or

        (9) Concentrate 25% of more of its assets in any one industry (provided
    that there is no limitation with respect to obligations issued or guaranteed
    by the U.S. Government or any of its agencies or instrumentalities).

        In addition, Total Return Fund may not:

        (10) Underwrite or participate in the marketing of securities of others,
    except insofar as it may technically be deemed to be an underwriter in
    selling a portfolio security under circumstances which may require the
    registration of the same under the Securities Act of 1933; or

        (11) Make an investment in any one industry if such investment would
    cause investments in such industry to exceed 25% of the Fund's total assets
    (taken at market value) except that the Fund will concentrate at least 25%
    of its investments in utility stocks (i.e., principally electric, gas and
    telephone companies).

    Notwithstanding the investment policies and restrictions of a Fund, each
Fund may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.

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

    Each Fund and its corresponding Portfolio have each adopted the following
investment policies which may be changed with respect to a Fund by the Trustees
of the Trust without approval by the Fund's shareholders or with respect to the
Portfolio by the Trustees of the Portfolio with or without the approval of the
Fund or its other investors. As a matter of nonfundamental policy, none of the
Fund nor the Portfolios may:

        (a) invest more than 15% of net assets in investments which are not
    readily marketable, including restricted securities and repurchase
    agreements maturing in more than seven days. Restricted securities for the
    purposes of this limitation do not include securities eligible for resale
    pursuant to Rule 144A under the Securities Act of 1933 and commercial paper
    issued pursuant to Section 4(2) of said Act that the Board of Trustees of
    the Trust or the Portfolio, or its delegate, determines to be liquid;

        (b) make short sales of securities or maintain a short position, unless
    at all times when a short position is open the Fund or the Portfolio either
    owns an equal amount of such securities or owns securities convertible into
    or exchangeable for securities of the same issue as, and equal in amount to,
    the securities sold short. In the case of each of Total Return Fund and
    Portfolio, no more than 25% of its net assets (taken at current value) may
    be held as collateral for such sales at any one time; or

        (c) purchase or retain in its portfolio any securities issued by an
    issuer any of whose officers, directors, trustees or security holders is an
    officer or Trustee of the Trust or the Portfolio or is a member, officer,
    director or trustee of or person interested in any investment adviser of the
    Trust or the Portfolio, if after the purchase of the securities of such
    issuer by the Fund or the Portfolio one or more of such persons owns
    beneficially more than 1/2 of 1% of the shares or securities or both (all
    taken at market value) of such issuer and such persons owning more than 1/2
    of 1% of such shares or securities together own beneficially more than 5% of
    such shares or securities or both (all taken at market value).

    In addition, Investors Fund and Investors Portfolio may not:

        (d) invest in put or call options or straddles or spreads;

    In addition, Special Equities Fund and Special Investment Portfolio may not:

        (e) invest in put or call options, except that the Fund or the Portfolio
    is authorized to engage in the writing and sale of call option contracts and
    the purchase of call options as described in the Fund's prospectus and
    statement of additional information and may invest in warrants where the
    grantor thereof is the issuer of the underlying securities; or

        (f) purchase warrants in excess of 2% of net assets, except that if such
    warrants are listed on the New York or American Stock Exchanges, the
    percentage restriction is 5% of net assets. Any such warrants shall be
    valued at the lower of cost or market except that warrants acquired by the
    Fund or the Portfolio attached to portfolio securities shall be deemed to be
    without value for the purpose of this restriction.

    In addition, Stock Fund and Stock Portfolio may not:

        (g) deal with the Trustees of the Trust or the Portfolio, the Investment
    Adviser or the Principal Underwriter as principals in making security
    purchases or sales. Neither the Trustees nor the Investment Adviser nor any
    officer or trustee of the Investment Adviser may make any profit on any
    transactions for the Fund or the Portfolio.

    In addition, Total Return Fund and Total Return Portfolio may not:

        (h) purchase warrants in excess of 5% of its net assets, of which 2% may
    be warrants which are not listed on the New York or American Stock Exchange;

        (i) invest more than 20% of its net assets in the securities of foreign
    issuers (with U.S. dollar denominated American Depositary Receipts and
    Global Depositary Receipts traded on a U.S. exchange not deemed foreign
    securities); or

        (j) purchase any voting security of any electric or gas utility company
    (as defined by the Public Utility Holding Company Act of 1935) if as a
    result it would then hold more than 5% of the outstanding voting securities
    of such company.

    Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's or the Portfolio's acquisition
of such security or asset. Accordingly, any later increase or decrease resulting
from a change in values, assets or other circumstances, or any subsequent rating
change below investment grade made by a rating service, will not compel the Fund
or the Portfolio, as the case may be, to dispose of such security or other
asset. Notwithstanding the foregoing, under normal market conditions the Fund
and the Portfolio must take actions necessary to comply with the policy of
investing in securities corresponding to its name as set forth in the
Prospectus. Moreover, each Fund and Portfolio must always be in compliance with
the borrowing policies set forth above and may not invest more than 15% of net
assets in illiquid securities.
    

                            TRUSTEES AND OFFICERS

   
    The Trustees and officers of the Trust and the Portfolios are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Investment Adviser, BMR, a
wholly-owned subsidiary of Eaton Vance; of Eaton Vance's parent, Eaton Vance
Corp. ("EVC"); and of BMR's and Eaton Vance's trustee, Eaton Vance, Inc. ("EV").
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those Trustees who
are "interested persons" of the Trust or the Portfolios as defined in the
Investment Company Act of 1940 (the "1940 Act"), by virtue of their affiliation
with BMR, Eaton Vance, EVC or EV, are indicated by an asterisk(*).

                   TRUSTEES OF THE TRUST AND THE PORTFOLIOS

M. DOZIER GARDNER (64), President of Investors and Total Return Portfolios;
  Trustee of the Trust and Investors, Special Investment and Total Return
  Portfolios*
Vice Chairman of BMR, Eaton Vance, EVC and EV, and Director of EVC and EV.
  Director, Trustee and officer of various investment companies managed by Eaton
  Vance or BMR.

JAMES B. HAWKES (56), President of the Trust and Special Investment and Stock
  Portfolios; Vice President of Investors and Total Return Portfolios;
  Trustee*
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and a
  Director of EVC and EV. Director, Trustee and officer of various investment
  companies managed by Eaton Vance or BMR. Mr. Hawkes was elected Trustee of the
  Trust and Vice President of the Portfolio on June 14, 1993.
    

DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
  company); Chairman of the Board of  Newspapers of New England, Inc. Director
  or Trustee of various investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (62), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
  School of Business Administration. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02163

   
NORTON H. REAMER (62), Trustee
President and Director, United Asset Management Corporation (a holding company
  owning institutional investment management firms); Chairman, President and
  Director, UAM Funds (mutual funds). Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (71), Trustee
Formerly Director of Fiduciary Company Incorporated. Director or Trustee of
  various investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
    

JACK L. TREYNOR (67), Trustee
Investment Adviser and Consultant. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

   
                   OFFICERS OF THE TRUST AND THE PORTFOLIOS

THOMAS E. FAUST, JR. (39), Vice President of Investors Portfolio
Vice President of BMR, Eaton Vance and EV. Officer of various investment
  companies managed by Eaton Vance or BMR. Mr. Faust was elected a Vice
  President of the Portfolio on December 13, 1993.

TIMOTHY P. O'BRIEN (43), Vice President of Total Return Portfolio
Vice President of Eaton Vance, BMR and EV since April 25, 1994.  Vice
  President of Loomis, Sayles & Co. (1986-1994). Mr. O'Brien was elected Vice
  President of the Portfolio on June 19, 1995.

DUNCAN W. RICHARDSON (40), Vice President of the Stock Portfolio
Vice President of Eaton Vance and EV and of BMR. Officer of various investment
  companies managed by Eaton Vance or BMR.

EDWARD E. SMILEY, JR. (53), Vice President of the Trust and Special Investment
  Portfolio
Vice President of Eaton Vance and BMR since November 1, 1996. Senior Product
  Manager, Equity Management for TradeStreet Investment Associates, Inc., a
  wholly-owned subsidiary of Nations Bank (1992-1996). Officer of various
  investment companies managed by Eaton Vance or BMR. Mr. Smiley was elected
  Vice President of the Trust on October 18, 1996.

MICHAEL B. TERRY (55), Vice President of Investors Portfolio
Vice President of BMR, Eaton Vance and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (52), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

ALAN R. DYNNER (57), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance, EVC and EV since
  November 1, 1996. Previously, he was a Partner of the law firm of Kirkpatrick
  & Lockhart LLP, New York and Washington, D.C., and was Executive Vice
  President of Neuberger & Berman Management, Inc., a mutual fund management
  company. Officer of various investment companies managed by Eaton Vance or
  BMR. Mr. Dynner was elected Secretary of the Trust and the Portfolios on June
  23, 1997.

JANET E. SANDERS (62), Assistant Treasurer and Assistant Secretary
Vice President of BMR, Eaton Vance and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (35), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
  employee of Eaton Vance since March 1993. State Regulations Supervisor, The
  Boston Company (1991 - 1993). Officer of various investment companies managed
  by Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary on March 27,
  1995.

ERIC G. WOODBURY (40), Assistant Secretary
Vice President of Eaton Vance since February 1993; formerly, associate attorney
  at Dechert, Price & Rhoads. Officer of various investment companies managed by
  Eaton Vance or BMR. Mr. Woodbury was elected Assistant Secretary on June 19,
  1995.

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

    The Nominating Committee of the Board of Trustees of the Trust and the
Portfolios is comprised of four Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("noninterested Trustees"). The
Committee has four-year staggered terms, with one member rotating off the
Committee to be replaced by another noninterested Trustee. The purpose of the
Committee is to recommend to the Board nominees for the position of
noninterested Trustee and to assure that at least a majority of the Board of
Trustees is independent of Eaton Vance and its affiliates.

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

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

    The fees and expenses of the noninterested Trustees of the Trust and the
Portfolios are paid by the Funds (and the other series of the Trust) and the
Portfolios, respectively. (The Trustees of the Trust and the Portfolios who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolios). During the fiscal year ended December 31, 1996, the
noninterested Trustees of the Trust and the Portfolios earned the following
compensation in their capacities as Trustees from the Trust, the Portfolios and
the funds in the Eaton Vance fund complex(1):

<TABLE>
<CAPTION>
                                                        DONALD R.       SAMUEL L.          NORTON H.      JOHN L.           JACK L.
SOURCE OF COMPENSATION                                  DWIGHT(3)      HAYES, III(4)        REAMER      THORNDIKE(5)        TREYNOR
- ----------------------                                  ---------      -------------       ---------    ------------       --------
<S>                                                     <C>             <C>                <C>          <C>                <C>     
Trust(2)                                                $  3,074        $  2,775           $  2,741     $  2,836           $  3,035
Investors Portfolio                                        2,955           3,044              2,945        3,106              3,152
Special Investment Portfolio                               1,146           1,411              1,332        1,440              1,369
Stock Portfolio                                            1,564           1,788              1,704        1,824              1,781
Total Return Portfolio                                     4,109           4,084              3,972        4,165              4,285
Trust and Fund Complex                                   145,000(6)      157,500(7)         145,000      150,000(8)         150,000
- ----------
(1) As of January 1, 1998, the Eaton Vance fund complex consists of 159 registered investment companies or series thereof.
(2) The Trust consisted of 18 Funds as of December 31, 1996.
(3) Mr. Dwight received deferred compensation from each Portfolio
    as follows: Investors -- $1,215; Special Investment -- $471; Stock -- $643; Total Return -- $1,689.
(4) Mr. Hayes received deferred compensation from each Portfolio as follows: Investors -- $535; Special Investment -- $253;
    Stock -- $318; Total Return -- $700.
(5) Mr. Thorndike received deferred compensation from each Portfolio as follows: Investors -- $773; Special Investment -- $375;
    Stock -- $467; Total Return -- $957.
(6) Includes $45,000 of deferred compensation.
(7) Includes $20,429 of deferred compensation.
(8) Includes $28,125 of deferred compensation.
</TABLE>

                     INVESTMENT ADVISER AND ADMINISTRATOR

    Each Portfolio engages BMR as its investment adviser pursuant to Investment
Advisory Agreements which are substantially the same for each Portfolio. BMR or
Eaton Vance acts as investment adviser to investment companies and various
individual and institutional clients with combined assets under management of
approximately $20 billion.
    

    Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. They maintain a large staff of experienced fixed-income
and equity investment professionals to service the needs of their clients. The
fixed-income division focuses on all kinds of taxable investment-grade and
high-yield securities, tax-exempt investment-grade and high-yield securities,
and U.S. Government securities. The equity division covers stocks ranging from
blue chip to emerging growth companies.

    Eaton Vance is among the oldest mutual funds organizations in the country.
As an experienced mutual fund provider, Eaton Vance has contributed to making
the securities market more widely accessible to investors. Eaton Vance equity
funds provide a way to take advantage of the potentially higher returns of
individual stocks. Eaton Vance has a staff of more than 25 investment
professionals specializing in security analysis and equity management.

    The Eaton Vance investment process stresses intensive fundamental research.
Portfolios are built on a stock-by-stock basis and the process includes visits
to companies under consideration. The process also focuses on well-managed
companies with the following characteristics: strong underlying value or
franchise; solid earnings growth; steady cash flow, strong balance sheet;
innovative products or services; potential for sustained growth; seasoned,
creative management; or ability to survive variable market conditions.

    By investing in diversified portfolios and employing prudent and
professional management, Eaton Vance mutual funds can provide attractive return,
while exposing shareholders to less risk than if they were to build investment
portfolios on their own. Eaton Vance employs rigorous buy and sell disciplines.
For instance, purchases are made with an eye to both relative and absolute
growth rates and price/earning ratios, and sales are made when a stock is fully
valued, fundamentals deteriorate, management fails to execute its strategy, or
more attractive alternatives are available.

   
    Eaton Vance and its affiliates act as adviser to a family of mutual funds,
and individual and various institutional accounts, including corporations,
hospitals, retirement plans, universities, foundations and trusts. Eaton Vance
mutual funds feature international equities, domestic equities, tax-free
municipal bonds, and U.S. Government and corporate bonds. Lloyd George
Management has advised Eaton Vance's international equity funds since 1992.
Founded in 1991, Lloyd George is headquartered in Hong Kong with offices in
London and Mumbai, India. It has established itself as a leader in investment
management in Asian equities and other global markets. Lloyd George features an
experienced team of investment professionals that began working together in the
mid-1980s. Lloyd George analysts cover East Asia, the India subcontinent, Russia
and Eastern Europe, Latin America, Australia and New Zealand from offices in
Hong Kong, London and Mumbai. Together Eaton Vance and Lloyd George manage over
$21 billion in assets. Eaton Vance mutual funds are distributed by the Principal
Underwriter both within the United States and offshore.
    

    The Principal Underwriter believes that an investment professional can
provide valuable services to you to help you reach your investment goals.
Meeting investment goals requires time, objectivity and investment savvy. Before
making an investment recommendation, a representative can help you carefully
consider your short- and long-term financial goals, your tolerance for
investment risk, your investment time frame, and other investments you may
already own. Your professional investment representatives are knowledgeable
about financial markets, as well as the wide range of investment opportunities
available. A representative can help you decide when to buy, sell or persevere
with your investments. A professional investment representative can provide you
with tailored financial advice.

   
    BMR manages the investments and affairs of each Portfolio subject to the
supervision of the Portfolio's Board of Trustees. BMR furnishes to the
Portfolios investment research, advice and supervision, furnishes an investment
program and determines what securities will be purchased, held or sold by each
Portfolio and what portion, if any, of the Portfolio's assets will be held
uninvested. Each Investment Advisory Agreement requires BMR to pay the salaries
and fees of all officers and Trustees of the Portfolios who are members of the
BMR organization and all personnel of BMR performing services relating to
research and investment activities. A Portfolio is responsible for all expenses
not expressly stated to be payable by BMR under its Investment Advisory
Agreement, including, without implied limitation, (i) expenses of maintaining
the Portfolio and continuing its existence, (ii) registration of the Portfolio
under the 1940 Act, (iii) commissions, fees and other expenses connected with
the acquisition, holding and disposition of securities and other investments,
(iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale and redemption of interests in
the Portfolio, (viii) expenses of registering and qualifying the Portfolio and
interests in the Portfolio under federal and state securities laws and of
preparing and printing registration statements or other offering statements or
memoranda for such purposes and for distributing the same to investors, and fees
and expenses of registering and maintaining registrations of the Portfolio and
of the Portfolio's placement agent as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to investors and of
meetings of investors and proxy solicitations therefor, (x) expenses of reports
to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Portfolio (including
without limitation safekeeping of funds, securities and other investments,
keeping of books, accounts and records, and determination of net asset values,
book capital account balances and tax capital account balances), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
investor servicing agents and registrars for all services to the Portfolio, (xv)
expenses for servicing the accounts of investors, (xvi) any direct charges to
investors approved by the Trustees of the Portfolio, (xvii) compensation and
expenses of Trustees of the Portfolio who are not members of BMR's organization,
and (xviii) such non-recurring items as may arise, including expenses incurred
in connection with litigation, proceedings and claims and any legal obligation
of the Portfolio to indemnify its Trustees, officers and investors with respect
thereto, to the extent not covered by insurance.

    The Total Return Portfolio has agreed to pay BMR under the Investment
Advisory Agreement the following fee rate, which fee has been waived by BMR as
follows:
                                               CURRENT            CONTRACTUAL
                                           ANNUALIZED FEE       ANNUALIZED FEE
AVERAGE DAILY NET ASSETS FOR THE MONTH          RATE                 RATE
- -------------------------------------------------------------------------------
Up to $500 million                             0.6500%              0.7500%
$500 million but less than $1 billion          0.6250%              0.6875%
$1 billion but less than $1.5 billion          0.6000%              0.6250%
$1.5 billion but less than $2 billion          0.5500%              0.5625%
$2 billion but less than $3 billion            0.5000%              0.5000%
$3 billion and over                            0.4375%              0.4375%

    As at December 31, 1996, the Total Return Portfolio had net assets of
$455,066,995. For the fiscal years ended December 31, 1994, 1995 and 1996, the
Total Return Portfolio paid BMR advisory fees of $4,106,857, $3,772,142, and
$3,690,566, respectively (equivalent to 0.74%, 0.74% and 0.75%, respectively, of
the Total Return Portfolio's average daily net assets for such period).

    For a description of the compensation that the Investors, Special Investment
and Stock Portfolios pay BMR under each Investment Advisory Agreement, see the
corresponding Fund's current Prospectus.

    As of December 31, 1996, the Investors Portfolio had net assets of
$301,560,782. For the fiscal year ended December 31, 1996, the eleven months
ended December 31, 1995 and the fiscal year ended January 31, 1995, the
Investors Portfolio paid BMR advisory fees of $1,794,096, $1,418,502 and
$1,375,751, respectively (equivalent to .625% (annualized) of the Investors
Portfolio's average daily net assets for each such period).

    As of December 31, 1996, the Special Investment Portfolio had net assets of
$82,947,274. For the fiscal years ended December 31, 1996 and 1995, the Special
Investment Portfolio paid BMR advisory fees of $477,560 and $435,400,
respectively (equivalent to 0.625% of the Special Investment Portfolio's average
daily net assets for each such year). For the period from the Special Investment
Portfolio's start of business, August 1, 1994, to the fiscal year ended December
31, 1994, the Special Investment Portfolio paid BMR advisory fees of $175,012
(equivalent to 0.625% (annualized) of the Special Investment Portfolio's average
daily net assets for such period).

    As at December 31, 1996, the Stock Portfolio had net assets of $122,963,148.
For the fiscal years ended December 31, 1996 and 1995, and for the period from
the start of business, August 1, 1994, to December 31, 1994, the Stock Portfolio
paid BMR advisory fees of $706,803, $606,215 and $230,928, respectively
(equivalent to 0.625% of the Stock Portfolio's average daily net assets for each
such period).

    Each Investment Advisory Agreement continues in effect from year to year for
so long as such continuance is approved at least annually (i) by the vote of a
majority of the noninterested Trustees of a Portfolio cast in person at a
meeting specifically called for the purpose of voting on such approval and (ii)
by the Board of Trustees of a Portfolio or by vote of a majority of the
outstanding voting securities of a Portfolio. Each Agreement may be terminated
at any time without penalty on sixty (60) days' written notice by the Board of
Trustees of either party, or by vote of the majority of the outstanding voting
securities of a Portfolio, and each Agreement will terminate automatically in
the event of its assignment. Each Agreement provides that BMR may render
services to others. Each Agreement also provides that BMR shall not be liable
for any loss incurred in connection with the performance of its duties, or
action taken or omitted under that Agreement, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties thereunder, or
for any losses sustained in the acquisition, holding or disposition of any
security or other investment.

    As indicated in the Prospectus, Eaton Vance serves as Administrator of each
Funds, but currently receives no compensation for providing administrative
services to the Funds. Under its agreements with each Fund, Eaton Vance has been
engaged to administer each Fund's affairs, subject to the supervision of the
Trustees of the Trust, and shall furnish for the use of the Funds office space
and all necessary office facilities, equipment and personnel for administering
the affairs of the Funds.

    Each Fund pays all of its own expenses including, without limitation, (i)
expenses of maintaining each Fund and continuing its existence, (ii) its pro
rata share of the Trust's registration under the 1940 Act, (iii) commissions,
fees and other expenses connected with the purchase or sale of securities and
other investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying each Fund
and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of each Fund and of such Fund's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to each Fund
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to each Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation and expenses of Trustees of the Trust who are not members of the
Eaton Vance organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and any legal obligation of the Trust to indemnify its Trustees and
officers with respect thereto, to the extent not covered by insurance.

    BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and EV are
both wholly-owned subsidiaries of EVC. BMR and Eaton Vance are both
Massachusetts business trusts, and EV is the trustee of BMR and Eaton Vance.
The Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A.
Rowland, Jr. The Directors of EVC consist of the same persons and John G. L.
Cabot and Ralph Z. Sorenson. Mr. Hawkes is chairman and Mr. Gardner is vice
chairman. Mr. Hawkes is president and chief executive officer of EVC, BMR,
Eaton Vance and EV. All of the issued and outstanding shares of Eaton Vance
and EV are owned by EVC. All of the issued and outstanding shares of BMR are
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Gardner, Hawkes and Rowland and Alan R. Dynner, Thomas E. Faust, Jr., William
Steul and Wharton P. Whitaker. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting
trust receipts issued under said Voting Trust are owned by certain of the
officers of BMR and Eaton Vance who are also officers or officers and
Directors of EVC and EV. As of December 31, 1997, Messrs. Gardner and Hawkes
each owned 24% of such voting trust receipts, Messrs. Rowland and Faust owned
15% and 13%, respectively, and Messrs. Dynner, Steul and Whitaker each owned
8%. Messrs. Gardner, Hawkes and Dynner are officers or Trustees of the Trust
and/or the Portfolio and are members of the EVC, BMR, Eaton Vance and EV
organizations. Messrs. Faust, Murphy, O'Brien, O'Connor, Richardson, Smiley,
Terry and Woodbury and Ms. Sanders are officers of the Trust and/or the
Portfolio and are also members of the BMR, Eaton Vance and EV organizations.

    Eaton Vance owns all of the stock of Northeast Properties, Inc., which is
engaged in real estate investment. EVC also owns approximately 21% of the Class
A shares of Lloyd George Management (B.V.I.) Limited, a registered investment
adviser. EVC owns all of the stock of Fulcrum Management, Inc. and MinVen, Inc.,
which are engaged in precious metal mining venture investment and management.
BMR, EVC, Eaton Vance and EV may also enter into other businesses.

    EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Funds and
the Portfolios, IBT. It is Eaton Vance's opinion that the terms and conditions
of such transactions were not and will not be influenced by existing or
potential custodial or other relationships between the Funds or the Portfolios
and such banks.
    

                                  CUSTODIAN

   
    IBT acts as custodian for the Trust and the Portfolios. IBT has the custody
of all cash and securities representing a Fund's interest in a Portfolio, has
custody of each Portfolio's assets, maintains the general ledger of each
Portfolio and each Fund, and computes the daily net asset value of interests in
each Portfolio and the net asset value of shares of each Fund. In such capacity
it attends to details in connection with the sale, exchange, substitution,
transfer or other dealings with a Portfolio's investments, receives and
disburses all funds and performs various other ministerial duties upon receipt
of proper instructions from a Fund and a Portfolio. IBT charges fees which are
competitive within the industry. A portion of the fee relates to custody,
bookkeeping and valuation services and is based upon a percentage of Fund and
Portfolio net assets, and a portion of the fee relates to activity charges,
primarily the number of portfolio transactions. These fees are then reduced by a
credit for cash balances of the particular investment company at the custodian
equal to 75% of the 91-day, U.S. Treasury Bill auction rate applied to the
particular investment company's average daily collected balances for the week.

    IBT also provides services in connection with the preparation of shareholder
reports and the electronic filing of such reports with the Commission for which
it receives a separate fee.

                 SERVICES FOR ACCUMULATION -- CLASS A SHARES

    The following services are voluntary, involve no extra charge other than the
sales charge included in the offering price, and may be changed or discontinued
without penalty at any time.

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

Right of Accumulation -- Cumulative Quantity Discount. The applicable sales
charge level for the purchase of Class A shares is calculated by taking the
dollar amount of the current purchase and adding it to the value (calculated at
the maximum current offering price) of the shares the shareholder owns in his or
her account(s) in the Fund and shares of other funds exchangeable for Class A
shares and listed under "The Eaton Vance Exchange Privilege" in the Prospectus
for which Eaton Vance acts as adviser or administrator at the time of purchase.
The sales charge on the shares being purchased will then be at the rate
applicable to the aggregate. For sales charges on quantity purchases, see "How
to Buy Shares" in the Prospectus. Shares purchased (i) by an individual, his or
her spouse and their children under the age of twenty-one, and (ii) by a
trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for the Right of Accumulation and if qualifying, the
applicable sales charge level.

    For any such discount to be made available, at the time of purchase a
purchaser or his or her Authorized Firm must provide the Principal Underwriter
(in the case of a purchase made through an Authorized Firm) or the Transfer
Agent (in the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Corfirmation of the order is subject to such verification. The Right
of Accumulation privilege may be amended or terminated at any time as to
purchases occurring thereafter.
    

                            SERVICE FOR WITHDRAWAL

   
    The Transfer Agent will send to the shareholder regular monthly or quarterly
payments of any permitted amount designated by the shareholder (see "Eaton Vance
Shareholder Services -- Withdrawal Plan" in the Prospectus) based upon the value
of the shares held. The checks will be drawn from share redemptions and hence,
although they are a return of principal, may require the recognition of taxable
gain or loss. Income dividends and capital gain distributions in connection with
withdrawal accounts will be credited at net asset value as of the record date
for each distribution. Continued withdrawals in excess of current income will
eventually use up principal, particularly in a period of declining market
prices. A shareholder may not have a withdrawal plan in effect at the same time
he or she has authorized Bank Automated Investing or is otherwise making regular
purchases of Fund shares. The shareholder, the Transfer Agent or the Principal
Underwriter will be able to terminate the withdrawal plan at any time without
penalty.
    
                       DETERMINATION OF NET ASSET VALUE

   
    The Funds and the Portfolios will be closed for business and will not price
their respective shares or interests on the following business holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

    Securities listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System generally are valued at closing sale prices or, if there
were no sales, at the mean between the closing bid and asked prices therefor on
the exchange where such securities are principally traded or on such National
Market System. Unlisted or listed securities for which closing sale prices are
not available are valued at the mean between the latest available bid and asked
prices on the principal market where the security was traded. An option is
valued at the last sale price as quoted on the principal exchange or board of
trade on which such option or contract is traded or, in the absence of a sale,
at the mean between the last bid and asked prices. Futures positions on
securities or currencies are generally valued at closing settlement prices.
Short-term debt securities with a remaining maturity of 60 days or less are
valued at amortized cost. If securities were acquired with a remaining maturity
of more than 60 days, their amortized cost value will be based on their value on
the sixty-first day prior to maturity. Other fixed income and debt securities,
including listed securities and securities for which price quotations are
available, will normally be valued on the basis of valuations furnished by a
pricing service. Securities for which market quotations are unavailable,
including any security the disposition of which is restricted under the
Securities Act of 1933, and other assets will be appraised at their fair value
as determined in good faith by or at the direction of the Trustees of a
Portfolio.

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

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

                            INVESTMENT PERFORMANCE

   
    Average annual total return is determined separately for each Class of the
Fund by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital appreciation/
depreciation, and distributions paid and reinvested) for the stated period and
annualizing the result. The calculation assumes (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period, (ii)
the deduction of the maximum sales charge from the initial $1,000 purchase order
for Class A shares, (iii) a complete redemption of the investment and, (iv) the
deduction of the CDSC at the end of the period. For information concerning the
total return of the Classes of a Fund, see Appendix A, Appendix B and Appendix
C.

    For Total Return Portfolio, yield is also computed separately for each Class
of the Fund pursuant to a standardized formula by dividing net investment income
per share earned during a recent thirty-day period by the maximum offering price
(including, if applicable, the maximum sales charge) per share on the last day
of the period and annualizing the resulting figure. Net investment income per
share is calculated from the yields to maturity of all debt obligations held by
the Portfolio based on prescribed methods, reduced by accrued Fund expenses for
the period with the resulting number being divided by the average daily number
of Fund shares outstanding and entitled to receive distributions during the
period. The yield figure does not reflect the deduction of any CDSC which (if
applicable) are imposed on certain redemptions at the rate set forth under "How
to Redeem Shares" in the Prospectus. Yield calculations assume the current
maximum sales charge for Class A shares (if applicable) set forth under "How to
Buy Shares" in the Prospectus. (Actual yield may be affected by variations in
sales charges on investments.) For the yield of the Classes of the Fund, see
Appendix A, Appendix B and Appendix C.

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

    Each Fund may provide information to investors concerning the volatility or
beta of the Fund. Beta is a measure of risk which shows a Fund's volatility
relative to the Standard & Poor's 500 Composite Index, an unmanaged index of
common stocks (and a commonly used measure of U.S. stock market performance). A
fund with a beta of 1 would perform exactly like the market index; a beta of 2
would mean its performance was twice as volatile as the index, positive or
negative. Each Fund may also provide information concerning its portfolio
turnover rate and dividend paying record (or the record of issuers in which a
Fund may invest) in information provided to investors. Each Fund may also
provide information on the utilities industry in general and the demand for
utility services.

    Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data and performance studies
prepared by independent organizations, or included in various publications
reflecting the investment performance or return achieved by various classes and
types of investments (e.g., common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, intermediate-term government bonds,
U.S. Treasury bills) over various periods of time. This information may also
include a discussion of the nature of stocks, bonds, or other investments. This
information may be used to illustrate the benefits of long-term investments in
common stocks and fixed-income securities. This diversification is commonly
referred to as "asset allocation." Information about the portfolio allocation,
portfolio turnover rate and holdings of the Portfolio may be included in
advertisements and other material furnished to present and prospective
shareholders.
    

    Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:

    -- cost associated with aging parents;

    -- funding a college education (including its actual and estimated cost);
    -- health care expenses (including actual and projected expenses);
    -- long-term disabilities (including the availability of, and coverage
       provided by, disability insurance); and
    -- retirement (including the availability of social security benefits, the
       tax treatment of such benefits and statistics and other information
       relating to maintaining a particular standard of living and outliving
       existing assets).

    Such information may also address different methods for saving money and the
results of such methods, as well as the benefits of investing in equity
securities. Such information may describe: the potential for growth; the
performance of equities as compared to other investment vehicles; and the value
of investing as early as possible and regularly, as well as staying invested.
The benefits of investing in equity securities by means of a mutual fund may
also be included (such benefits may include diversification, professional
management and the variety of equity mutual fund products).
   
    Information in advertisements and materials furnished to present and
prospective investors may include profiles of different types of investors
(i.e., investors with different goals and assets) and different investment
strategies for meeting specific financial goals. Such information may provide
hypothetical illustrations which include: results of various investment
strategies; performance of an investment in a Fund over various time periods;
and results of diversifying assets among several investments with varying
performance. Information in advertisements and materials furnished to present
and prospective investors may also include quotations (including editorial
comments) and statistics concerning investing in securities, as well as
investing in particular types of securities and the performance of such
securities.

    The Trust (or Principal Underwriter) may provide information about Eaton
Vance, its affiliates and other investment advisers to the funds in the Eaton
Vance Family of Funds in sales material or advertisements provided to investors
or prospective investors. Such material or advertisements may also provide
information on the use of investment professionals by such investors.
    

                                    TAXES

   
    Each series of the Trust is treated as a separate entity for federal income
tax purposes. Each Fund has elected to be treated, has qualified, and intends to
continue to qualify each year as a regulated investment company ("RIC") under
the Code. Accordingly, each Fund intends to satisfy certain requirements
relating to sources of its income and diversification of its assets and to
distribute all of its ordinary income and net income in accordance with the
timing requirements imposed by the Code, so as to maintain its RIC status and to
avoid paying any federal income or excise tax. Each Fund so qualified for its
taxable year ended December 31, 1997. Because each Fund invests its assets in a
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements in order for each Fund to also satisfy these
requirements. The Portfolio will allocate at least annually among its investors,
including a Fund, the Portfolio's net investment income, net realized capital
gains, and any other items of income, gain, loss, deduction or credit. The
Portfolio will make allocations to a Fund in accordance with the Code and
applicable regulations and will make moneys available for withdrawal at
appropriate times and in sufficient amounts to enable the Fund to satisfy the
tax distribution requirements that apply to the Fund and that must be satisfied
in order to avoid federal income and/or excise tax on the Fund. For purposes of
applying the requirements of the Code regarding qualification as a RIC, each
Fund (i) will be deemed to own its proportionate share of each of the assets of
the corresponding Portfolio and (ii) will be entitled to the gross income of
that Portfolio attributable to such share.

    In order to avoid incurring a federal excise tax obligation, the Code
requires that each Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income (not
including tax-exempt income) for such year, at least 98% of the capital gain net
income which is the excess of its realized capital gains over its realized
capital losses, generally computed on the basis of the one-year period ending on
October 31 of such year, after reduction by (i) any available capital loss
carryforwards, and (ii) 100% of any income from the prior year (as previously
computed) that was not paid out during such year and on which the Fund paid no
federal income tax. Under current law, provided that a Fund qualifies as a RIC
and a Portfolio is treated as a partnership for Massachusetts and federal tax
purposes, neither the Fund nor the Portfolio should be liable for any income,
corporate excise or franchise tax in the Commonwealth of Massachusetts.

    Each Fund's distributions of net investment income and the excess of net
short-term capital gain over net long-term capital loss and certain foreign
exchange gains earned by its corresponding Portfolio and allocated to the Fund
are taxable to shareholders of the Fund as ordinary income whether received in
cash or reinvested in additional shares. Each Fund's distributions of the excess
of net long-term capital gain over net short-term capital loss (including any
capital loss carried forward from prior years) earned by its corresponding
Portfolio and allocated to the Fund are taxable to shareholders of the Fund as
long-term capital gains, whether received in cash or reinvested in additional
shares, and regardless of the length of time their shares have been held.

    Distributions by a Fund reduce the net asset value of the Fund's shares.
Should a distribution reduce the net asset value below a shareholder's cost
basis, such distribution would be taxable to the shareholder even though, from
an investment standpoint, it may constitute a return of capital. Therefore,
investors should consider the tax implications of buying shares immediately
before a distribution.

    A portion of distributions made by a Fund which are derived from dividends
received by its corresponding Portfolio from domestic corporations and allocated
to the Fund may qualify for the dividends-received deduction for corporations.
The dividends-received deduction for corporate shareholders is reduced to the
extent the shares of a Fund with respect to which the dividends are received are
treated as debt-financed under federal income tax law and is eliminated if the
shares are deemed to have been held for less than a minimum period, generally 46
days. Receipt of certain distributions qualifying for the deduction may result
in reduction of the tax basis of the corporate shareholder's shares.
Distributions eligible for the dividends-received deduction may give rise to or
increase an alternative minimum tax for corporations.

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

    Investments in lower-rated or unrated securities may present special tax
issues for a Portfolio and hence for its corresponding Fund to the extent actual
or anticipated defaults may be more likely with respect to such securities. Tax
rules are not entirely clear about issues such as when a Portfolio may cease to
accrue interest, original issue discount, or market discount; when and to what
extent deductions may be taken for bad debts or worthless securities; how
payments received on obligations in default should be allocated between
principal and income; and whether exchanges of debt obligations in a workout
context are taxable.

    A Portfolio's transactions in options, futures contracts and forward
contracts will be subject to special tax rules that may affect the amount,
timing and character of Fund distributions to shareholders. For example, certain
positions held by a Portfolio on the last business day of each taxable year will
be "marked to market" (i.e., treated as if closed out on such day), and any
resulting gain or loss will generally be treated as 60% long-term and 40%
short-term capital gain or loss. Certain positions held by a Portfolio that
substantially diminish the Portfolio's risk of loss with respect to other
positions in its portfolio may constitute "straddles," which are subject to tax
rules that may cause deferral of Portfolio losses, adjustments in the holding
period of Portfolio securities, and conversion of short-term capital losses into
long-term capital losses. A Portfolio may make certain elections to mitigate
adverse consequences of these tax rules and may have to limit its activities in
options, futures contracts and forward contracts in order to enable each Fund to
maintain its RIC status for federal income tax purposes.
    

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

    Special tax rules apply to Individual Retirement Accounts ("IRAs") and other
retirement plans and shareholders investing through IRAs or such plans should
consult their tax advisers for more information.

   
    Amounts paid by a Fund to individuals and certain other shareholders who
have not provided a Fund with their correct taxpayer identification number
("TIN") and certain certifications required by the Internal Revenue Service (the
"IRS"), as well as shareholders with respect to whom a Fund has received certain
information from the IRS or a broker, may be subject to "backup" withholding of
federal income tax arising from a Fund's taxable dividends and other
distributions as well as the proceeds of redemption transactions (including
repurchases and exchanges), at a rate of 31%. An individual's TIN is generally
his or her social security number.

    Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on a Fund's distributions from its ordinary income and the excess of its
net short-term capital gain over its net long-term capital loss, unless the tax
is reduced or eliminated by an applicable tax convention. Distributions from the
excess of a Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of a Fund generally will not be subject to U.S. federal
income taxation, provided that non-resident alien status has been certified by
the shareholder. Different U.S. tax consequences may arise if: (i) the
shareholder is engaged in a trade or business in the United States; (ii) the
shareholder is present in the United States for a sufficient period of time
during a taxable year to be treated as a U.S. resident (generally 180 days or
more); or (iii) the shareholder fails to provide any required certifications
regarding its status as a non-resident alien investor. Foreign shareholders
should consult their tax advisers regarding the U.S. and foreign tax
consequences of an investment in a Fund.

    The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as IRAs and other retirement plans,
tax-exempt entities, insurance companies and financial institutions.
Shareholders should consult their own tax advisers with respect to special tax
rules that may apply in their particular situations, as well as the state,
local, and, where applicable, foreign tax consequences of investing in a Fund.

                            PRINCIPAL UNDERWRITER

    The Trust has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Trust will exceed
the amounts paid therefor. For the amount paid by the Trust to the Principal
Underwriter for acting as repurchase agent, see Appendix A.

    CLASS A SHARES. Class A shares of a Fund may be continuously purchased at
the public offering price through Authorized Firms which have agreements with
the Principal Underwriter. The Trust reserves the right to suspend or limit the
offering of its shares to the public at any time. The public offering price is
the net asset value next computed after receipt of the order, plus, where
applicable, a variable percentage (sales charge) depending upon the amount of
purchase as indicated by the sales charge table set forth in the Prospectus (see
"How to Buy Shares"). Such table is applicable to purchases of a Fund alone or
in combination with purchases of certain other funds offered by the Principal
Underwriter made at a single time by (i) an individual, or an individual, his or
her spouse and their children under the age of twenty-one, purchasing shares for
his, her or their own account, and (ii) a trustee, guardian or other fiduciary
purchasing shares for a single trust estate or a single fiduciary account.

    The table is also presently applicable to (1) purchases of Class A shares
pursuant to a written Statement of Intention; or (2) purchases of Class A shares
pursuant to the Right of Accumulation and declared as such at the time of
purchase.

    Subject to the applicable provisions of the 1940 Act, the Trust may issue
Class A shares at net asset value in the event that an investment company
(whether a regulated or private investment company or a personal holding
company) is merged or consolidated with or acquired by the Class. Normally no
sales charges will be paid in connection with an exchange of Class A shares for
the assets of such investment company. Class A shares may be sold at net asset
value to any officer, director, trustee, general partner or employee of the
Trust, a Portfolio or any investment company for which Eaton Vance or BMR acts
as investment adviser, any investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance, or any officer, director or employee or any
parent, subsidiary or other affiliate of Eaton Vance. The terms "officer,"
"director," "trustee," "general partner" or "employee" as used in this paragraph
include any such person's spouse and minor children, and also retired officers,
directors, trustees, general partners and employees and their spouses and minor
children. Class A shares may also be sold at net asset value to registered
representatives and employees of certain Authorized Firms and to such persons'
spouses and children under the age of 21 and their beneficial accounts.

    The Principal Underwriter acts as principal in selling Class A shares under
the Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising is borne by the Principal Underwriter. The
fees and expenses of qualifying and registering and maintaining qualifications
and registrations of a Fund and its shares under federal and state securities
laws are borne by the Fund. The Distribution Agreement is renewable annually by
the Trust's Board of Trustees (including a majority of the noninterested
Trustees), may be terminated on six months' notice by either party and is
automatically terminated upon assignment. The Principal Underwriter distributes
Class A shares on a "best efforts" basis under which it is required to take and
pay for only such shares as may be sold. The Principal Underwriter allows
Authorized Firms discounts from the applicable public offering price which are
alike for all Authorized Firms. The Principal Underwriter may allow, upon notice
to all Authorized Firms with whom it has agreements, discounts up to the full
sales charge during the periods specified in the notice. During periods when the
discount includes the full sales charge, such Authorized Firms may be deemed to
be underwriters as that term is defined in the Securities Act of 1933.

    CLASS B AND CLASS C SHARES. Under a Distribution Agreement, the Principal
Underwriter acts as principal in selling Class B and Class C shares. The
expenses of printing copies of prospectuses used to offer shares to Authorized
Firms or investors and other selling literature and of advertising is borne by
the Principal Underwriter. The fees and expenses of qualifying and registering
and maintaining qualifications and registrations of a Fund and its shares under
federal and state securities laws are borne by the Fund. In addition, each Class
B and Class C makes payments to the Principal Underwriter pursuant to a
Distribution Plan as described in the Prospectus; the provisions of the plan
relating to such payments are included in the Distribution Agreement. The
Distribution Agreement is renewable annually by the Trust's Board of Trustees
(including a majority of the noninterested Trustees who have no direct or
indirect financial interest in the operation of the Distribution Plan or the
Distribution Agreement), may be terminated on sixty days' notice either by such
Trustees or by vote of a majority of the outstanding Class B and Class C shares
or on six months' notice by the Principal Underwriter and is automatically
terminated upon assignment. The Principal Underwriter distributes Class B shares
on a "best efforts" basis under which it is required to take and pay for only
such shares as may be sold.

                        SERVICE PLAN -- CLASS A SHARES

    The Trust on behalf of each Class A share has adopted a Service Plan (the
"Plan") designed to meet the service fee requirements of the sales charge rule
of the NASD. (Management believes service fee payments are not distribution
expenses governed by Rule 12b-1 under the 1940 Act, but has chosen to have the
Plan approved as if that Rule were applicable.) The following supplements the
discussion of the Plan contained in the Prospectus.

    The Plan continues in effect from year to year for so long as such
continuance is approved by a vote of both a majority of (i) the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Plan or any agreements related to it (the "Plan Trustees") and (ii) all of
the Trustees then in office, cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan. The Plan may be terminated any time by
vote of the Plan Trustees or by a vote of a majority of the outstanding Class A
shares. The Plan has been approved by the Board of Trustees of the Trust,
including the Plan Trustees.

    The Plan requires quarterly Trustee review of a written report of the amount
expended under the Plan and the purposes for which such expenditures were made.
The Plan may not be amended to increase materially the payments described herein
without approval of the affected shareholders of Class A shares, and all
material amendments of the Plan must also be approved by the Trustees of the
Trust in the manner described above. So long as the Plan is in effect, the
selection and nomination of the noninterested Trustees shall be committed to the
discretion of such Trustees. The Trustees have determined that in their judgment
there is a reasonable likelihood that the Plan will benefit each Fund and its
Class A shareholders.

               DISTRIBUTION PLANS -- CLASS B AND CLASS C SHARES

    The Trust has adopted Distribution Plans (the "Plans") on behalf of its
Class B and Class C shares designed to meet the requirements of Rule 12b-1 under
the 1940 Act and the sales charge rule of the NASD. The purpose of each Plan, is
to compensate the Principal Underwriter for its distribution services and
facilities provided with respect to Class B and Class C shares.

    The Plans provide that each Fund will pay sales commissions and distribution
fees to the Principal Underwriter only after and as a result of the sale of
Class B or Class C shares of the Fund. On each sale of Fund shares (excluding
reinvestment of distributions) the Fund will pay the Principal Underwriter
amounts representing (i) sales commissions equal to 5% of Class B sales and
6.25% of Class C sales of the amount received by the Fund for each share sold
and (ii) distribution fees calculated by applying the rate of 1% over the prime
rate then reported in The Wall Street Journal to the outstanding balance of
uncovered distribution charges (as described below) of the Principal
Underwriter.

    The amount payable to the Principal Underwriter pursuant to the Plans as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the Funds respective Class and will accordingly
reduce the Class' net assets upon such accrual, all in accordance with generally
accepted accounting principles. The amount payable on each day is limited to
1/365 of .75% of a Class's net assets on such day. The level of a Class' net
assets changes each day and depends upon the amount of sales and redemptions of
shares, the changes in the value of the investments held by the Portfolio, the
expenses of the Class, Fund and the Portfolio accrued and allocated to the Fund
and Class on such day, income on portfolio investments of the Portfolio accrued
and allocated to the Fund on such day, and any dividends and distributions
declared on Fund shares. The Trust does not accrue possible future payments as a
liability of a Class or reduce a Class' current net assets in respect of unknown
amounts which may become payable under the Plans in the future because the
standards for accrual of such a liability under accounting principles have not
been satisfied.

    The Plans provide that the Class will receive all CDSCs and will make no
payments to the Principal Underwriter in respect of any day on which there are
no outstanding uncovered distribution charges of the Principal Underwriter.
CDSCs and accrued amounts will be paid by the Trust to the Principal Underwriter
whenever there exist uncovered distribution charges.

    In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plans since their inception. Payments theretofore paid or
payable under the Plans by the Trust to the Principal Underwriter and CDSCs
theretofore paid or payable to the Principal Underwriter will be subtracted from
such distribution charges; if the result of such subtraction is positive, a
distribution fee (computed at 1% over the prime rate then reported in The Wall
Street Journal) will be computed on such amount and added thereto, with the
resulting sum constituting the amount of outstanding uncovered distribution
charges with respect to such day. The amount of outstanding uncovered
distribution charges of the Principal Underwriter calculated on any day does not
constitute a liability recorded on the financial statements of the Fund.

    The amount of uncovered distribution charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of shares upon which a
CDSC will be imposed, the level and timing of redemptions of shares upon which
no CDSC will be imposed (including redemptions of shares pursuant to the
exchange privilege which result in a reduction of uncovered distribution
charges), changes in the level of the net assets of the Class, and changes in
the interest rate used in the calculation of the distribution fee under the
Plans. Periods with a high level of sales of Class shares accompanied by a low
level of early redemptions of Class shares resulting in the imposition of CDSCs
will tend to increase the time during which there will exist uncovered
distribution charges of the Principal Underwriter.

    Currently, payments of sales commissions and distribution fees and of
service fees may equal, 1% of a Class's average daily net assets per annum. For
actual payments made and the outstanding uncovered distribution charges of the
Principal Underwriter, see Appendix B. The Trust believes that the combined rate
of all these payments may be higher than the rate of payments made under
distribution plans adopted by other investment companies pursuant to Rule 12b-1.
Although the Principal Underwriter will use its own funds (which may be borrowed
from banks) to pay sales commissions and service fees for Class C sales and
sales commissions for Class B sales at the time of sale, it is anticipated that
the Eaton Vance organization will profit by reason of the operation of the Plans
through an increase in the Fund's assets (thereby increasing the advisory fee
payable to BMR by the Portfolio) resulting from sale of Fund shares and through
the amounts paid to the Principal Underwriter, including CDSCs, pursuant to the
Plans. The Eaton Vance organization may be considered to have realized a profit
under the Plans if at any point in time the aggregate amounts theretofore
received by the Principal Underwriter pursuant to the Plans and from CDSCs have
exceeded the total expenses theretofore incurred by such organization in
distributing Class B and Class C shares of the Fund. Total expenses for this
purpose will include an allocable portion of the overhead costs of such
organization and its branch offices, which costs will include without limitation
leasing expense, depreciation of building and equipment, utilities,
communication and postage expense, compensation and benefits of personnel,
travel and promotional expense, stationery and supplies, literature and sales
aids, interest expense, data processing fees, consulting and temporary help
costs, insurance, taxes other than income taxes, legal and auditing expense and
other miscellaneous overhead items. Overhead is calculated and allocated for
such purpose by the Eaton Vance organization in a manner deemed equitable to the
Trust.

    The Plans continue in effect from year to year for so long as such
continuance is approved at least annually by the vote of both a majority of (i)
the noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan (the
"Rule 12b-1 Trustees") and (ii) all of the Trustees then in office, and the
Distribution Agreement contains a similar provision. The Plans and Distribution
Agreements may be terminated at any time by vote of a majority of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
applicable Class. The Plans require quarterly Trustee review of a written report
of the amount expended under the Plans and the purposes for which such
expenditures were made. The Plans may not be amended to increase materially the
payments described therein without approval of the shareholders of the affected
Class and the Trustees. So long as the Plans are in effect, the selection and
nomination of the noninterested Trustees shall be committed to the discretion of
such Trustees.

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

                       PORTFOLIO SECURITY TRANSACTIONS

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

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

    The following table shows for each of the fiscal years ended December 31,
1996, 1995 and 1994, brokerage commissions paid by each Portfolio:

PORTFOLIO                   12/31/96            12/31/95*          12/31/94**
- ---------                  ----------          ----------          ----------
Investors ...........      $  214,373          $  146,171          $   99,462
Special Investment ..         158,360             152,998              36,041
Stock ...............         360,161             294,955              83,750
Total Return ........       1,611,869           1,473,872           1,997,260
- ------------
 *For Investors Portfolio, eleven months ended December 31, 1995.
**For Investors Portfolio, fiscal year ended January 31, 1995.

    All of such portfolio security transactions were directed to firms which
provided some research services to BMR or its affiliates (although many of such
firms may have been selected in any particular transaction primarily because of
their execution capabilities), and the amounts of such transactions for the
fiscal years ended December 31, 1996, 1995 and 1994, respectively, were as
follows: Investors -- $127,306,565, $77,448,304 and $52,313,396; Special
Investment -- $70,221,501, $51,754,919 and $12,822,000; Stock -- $186,550,857,
$140,665,403 and $36,120,800; Total Return -- $509,690,960, $493,598,587 and
$718,689,809.

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

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

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

    Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by BMR or its affiliates.
Whenever decisions are made to buy or sell securities by the Portfolio and one
or more of such other accounts simultaneously, BMR will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where a Portfolio will not participate in a transaction that is
allocated among other accounts. If an aggregated order cannot be filled
completely, allocations will generally be made on a pro rata basis. An order may
not be allocated on a pro rata basis where, for example: (i) consideration is
given to portfolio managers who have been instrumental in developing or
negotiating a particular investment; (ii) consideration is given to an account
with specialized investment policies that coincide with the particulars of a
specific investment; (iii) pro rata allocation would result in odd-lot or de
minimis amounts being allocated to a portfolio or other client; or (iv) where
BMR reasonably determines that departure from a pro rata allocation is
advisable. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the
Portfolios from time to time, it is the opinion of the Trustees of the Trust and
the Portfolios that the benefits from the BMR organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

                              OTHER INFORMATION

    The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated March 27, 1989,
as amended. On July 21, 1992, the Trust changed its name from Eaton Vance
Special Equities Fund to Eaton Vance Special Investment Trust. The Funds were
reorganized as Class A shares (formerly EV Traditional Investors Fund, EV
Traditional Special Equities Fund, EV Traditional Stock Fund and EV Traditional
Total Return Fund), Class B shares (formerly EV Marathon Investors Fund, EV
Marathon Special Equities Fund, EV Marathon Stock Fund and EV Marathon Total
Return Fund) and Class C shares (formerly EV Classic Investors Fund, EV Classic
Special Equities Fund, EV Classic Stock Fund and EV Classic Total Return Fund)
of Eaton Vance Special Investment Trust on January 1, 1998, so information
herein prior to such date is for the Funds when they were separate series of the
Trust (or a separate corporation) and before they became multiple-class funds.
Eaton Vance, pursuant to its agreement with the Trust, controls the use of the
words "Eaton Vance" and "EV" in the Fund's name and may use the words "Eaton
Vance" or "EV" in other connections and for other purposes.

    The Declaration of Trust may be amended by the Trustees when authorized by
vote of a majority of the outstanding voting securities of the Trust affected by
the amendment. The Trustees may also amend the Declaration of Trust without the
vote or consent of shareholders to change the name of the Trust or any series or
to make such other changes (such as reclassifying series or classes of shares or
restructuring the Trust) as do not have a materially adverse effect on the
rights or interests of shareholders or if they deem it necessary to conform the
Declaration to the requirements of applicable federal laws or regulations. The
Trust's By-laws provide that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with any litigation or
proceeding in which they may be involved because of their offices with the
Trust. However, no indemnification will be provided to any Trustee or officer
for any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

    Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of the Fund shareholders, and the Trust's
By-laws provide that the Trust shall assume the defense on behalf of any Fund
shareholders. (The Declaration also contains provisions limiting the liability
of a series or class to that series or class.) Moreover, the Trust's By-laws
also provide for indemnification out of the property of the Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of
the Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Fund's business and the nature of its
assets, management believes that the possibility of the Fund's liability
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
    

    As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-laws, the Trustees shall continue to hold office and may
appoint successor Trustees.

    The Trust's By-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The By-laws further provide
that under certain circumstances the shareholders may call a meeting to remove a
Trustee and that the Trust is required to provide assistance in communicating
with shareholders about such a meeting.

    In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees of the
Portfolio holding office have been elected by investors. In such an event the
Trustees of the Portfolio then in office will call an investors' meeting for the
election of Trustees. Except for the foregoing circumstances and unless removed
by action of the investors in accordance with the Portfolio's Declaration of
Trust, the Trustees shall continue to hold office and may appoint successor
Trustees.

    The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interests
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.

   
    The Portfolio's Declaration of Trust provides that the Fund and other
entities permitted to invest in the Portfolio (e.g., other U.S. and foreign
investment companies, and common and commingled trust funds) will each be liable
for all obligations of the Portfolio. However, the risk of the Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance exists and the Portfolio itself is unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither the
Fund nor its shareholders will be adversely affected by reason of the Fund
investing in the Portfolio.
    

    The Portfolio's Declaration of Trust provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.

   
    The right to redeem shares of the Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
to dispose of its securities or value its assets, or during any other period
permitted by order of the Commission for the protection of investors.
    

                           INDEPENDENT ACCOUNTANTS

   
    Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts, are
the independent accountants for the Funds, and the Portfolios, providing audit
services, tax return preparation, and assistance and consultation with respect
to the preparation of filings with the Commission.
    


<PAGE>

                             FINANCIAL STATEMENTS

   
    The audited financial statements of, and the report of independent
accountants for, the Funds and the Portfolios appear in each Fund's most recent
annual report to shareholders and the unaudited financial statements of the
Funds and the Portfolios which appear in each Fund's semiannual report to
shareholders, both of which are incorporated by reference into this SAI. A copy
of each semiannual and annual report accompanies this SAI.

    Registrant incorporates by reference the audited financial information for
the fiscal year ended December 31, 1996 and the unaudited financial information
for the six-months ended June 30, 1997, for the Funds and Portfolios listed
below, all as previously filed electronically with the Commission.

                        Six Months Ended June 30, 1997

                        EV Traditional Investors Fund
                             Investors Portfolio
                     (Accession No. 0000950109-97-005764)

                     EV Traditional Special Equities Fund
                         Special Investment Portfolio
                     (Accession No. 0000950109-97-005879)

                          EV Traditional Stock Fund
                               Stock Portfolio
                     (Accession No. 0000950109-97-005815)

                       EV Traditional Total Return Fund
                            Total Return Portfolio
                     (Accession No. 0000950109-97-005820)

                     Fiscal Year Ended December 31, 1996

                        EV Traditional Investors Fund
                             Investors Portfolio
                     (Accession No. 0000950156-97-000211)

                     EV Traditional Special Equities Fund
                         Special Investment Portfolio
                     (Accession No. 0000950156-97-000294)

                          EV Traditional Stock Fund
                               Stock Portfolio
                     (Accession No. 0000950156-97-000307)

                       EV Traditional Total Return Fund
                            Total Return Portfolio
                     (Accession No. 0000950156-97-000176)
    
<PAGE>
   

                                  APPENDIX A

                                CLASS A SHARES

                              FEES AND EXPENSES

SERVICE PLANS

    During the fiscal year ended December 31, 1996, each Fund made service fee
payments under the Plans to the Principal Underwriter as follows: Investors Fund
- -- $192,970; Special Equities Fund -- $60,307; Stock Fund -- $95,977; and Total
Return Fund -- $992,074. Of these amounts, the following was paid to Authorized
Firms and the balance of which was retained by the Principal Underwriter:
Investors Fund -- $99,101; Special Equities Fund -- $32,066; Stock Fund --
$60,467; and Total Return Fund -- $941,474.

PRINCIPAL UNDERWRITER

    The total sales charges paid in connection with sales of shares of each Fund
during the fiscal years ended December 31, 1996, 1995 and 1994 were as follows:
Investors Fund (for the fiscal year ended December 31, 1996, the eleven months
ended December 31, 1995 and the fiscal year ended January 31, 1995) -- $177,591,
147,343 and $83,722, respectively, of which $27,563, $23,018 and $13,173,
respectively, was received by the Principal Underwriter and the balance of which
was paid to Authorized Firms; Special Equities Fund -- $11,071, $18,543 and
$28,572, respectively, of which $1,905, $2,962 and $3,583, respectively, was
received by the Principal Underwriter and the balance of which was paid to
Authorized Firms; Stock Fund -- $23,928, $15,447 and $42,731, respectively, of
which $4,468, $2,932 and $6,855, respectively, was received by the Principal
Underwriter and the balance of which was paid to Authorized Firms; and Total
Return Fund -- $65,149, $126,340 and $663,455, respectively, of which $12,115,
$23,225 and $104,373, respectively, was received by the Principal Underwriter
and the balance of which was paid to Authorized Firms.

    For the fiscal year ended December 31, 1996, each Fund paid the Principal
Underwriter $2.50 for repurchase transactions handled by it which aggregate as
follows: Investors Fund -- $1,850; Special Equities Fund -- $0; Stock Fund --
$0; and Total Return Fund -- $9,432.50.

                           PERFORMANCE INFORMATION

    The tables below indicate the cumulative and average total return on a
hypothetical investment of $1,000 in Class A shares for the periods shown in
each table. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 5.75%. Past performance is not indicative of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.

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

                                                                                  TOTAL RETURN                 TOTAL RETURN
                                                                               EXCLUDING MAXIMUM             INCLUDING MAXIMUM
                                              VALUE OF       VALUE OF             SALES CHARGE                 SALES CHARGE
        INVESTMENT           INVESTMENT       INITIAL       INVESTMENT    ----------------------------  ---------------------------
          PERIOD                DATE         INVESTMENT     ON 6/30/97     CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
- --------------------------   ----------      ----------     ----------     ----------     ----------     ----------     ----------
<S>                            <C>            <C>            <C>             <C>            <C>            <C>            <C>   
10 Years ended 6/30/97         6/30/87        $942.89        $2,750.31       191.68%        11.30%         175.03%        10.65%
5 Years Ended 6/30/97          6/30/92        $942.45        $1,809.60        92.01%        13.94%          80.96%        12.59%
1 Year Ended 6/30/97           6/30/96        $942.95        $1,144.82        21.41%        21.41%          14.48%        14.48%

<CAPTION>
                                       VALUE OF A $1,000 INVESTMENT -- SPECIAL EQUITIES FUND

                                                                                  TOTAL RETURN                 TOTAL RETURN
                                                                               EXCLUDING MAXIMUM             INCLUDING MAXIMUM
                                              VALUE OF       VALUE OF             SALES CHARGE                 SALES CHARGE
        INVESTMENT           INVESTMENT       INITIAL       INVESTMENT    ----------------------------  ---------------------------
          PERIOD                DATE         INVESTMENT     ON 6/30/97     CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
- --------------------------   ----------      ----------     ----------     ----------     ----------     ----------     ----------
<S>                            <C>            <C>            <C>             <C>            <C>            <C>            <C>   
10 Years Ended 6/30/97         6/30/87        $942.54        $2,732.01       189.86%        11.23%         173.20%        10.57%
5 Years Ended 6/30/97          6/30/92        $942.73        $1,647.10        74.72%        11.81%          64.71%        10.50%
1 Year Ended 6/30/97           6/30/96        $942.10        $1,095.60        16.29%        16.29%           9.56%         9.56%

<CAPTION>
                                             VALUE OF A $1,000 INVESTMENT -- STOCK FUND

                                                                                  TOTAL RETURN                 TOTAL RETURN
                                                                               EXCLUDING MAXIMUM             INCLUDING MAXIMUM
                                              VALUE OF       VALUE OF             SALES CHARGE                 SALES CHARGE
        INVESTMENT           INVESTMENT       INITIAL       INVESTMENT    ----------------------------  ---------------------------
          PERIOD                DATE         INVESTMENT     ON 6/30/97     CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
- --------------------------   ----------      ----------     ----------     ----------     ----------     ----------     ----------
<S>                            <C>            <C>            <C>             <C>            <C>            <C>            <C>   
10 Years Ended 6/30/97         6/30/87        $942.21        $3,023.12       220.85%        12.36%         202.31%        11.70%
5 Years Ended 6/30/97          6/30/92        $942.77        $1,917.99       103.45%        15.26%          91.80%        13.91%
1 Year Ended 6/30/97           6/30/96        $942.80        $1,232.77        30.76%        30.76%          23.28%        23.28%

<CAPTION>
                                          VALUE OF A $1,000 INVESTMENT -- TOTAL RETURN FUND

                                                                                  TOTAL RETURN                 TOTAL RETURN
                                                                               EXCLUDING MAXIMUM             INCLUDING MAXIMUM
                                              VALUE OF       VALUE OF             SALES CHARGE                 SALES CHARGE
        INVESTMENT           INVESTMENT       INITIAL       INVESTMENT    ----------------------------  ---------------------------
          PERIOD                DATE         INVESTMENT     ON 6/30/97     CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
- --------------------------   ----------      ----------     ----------     ----------     ----------     ----------     ----------
<S>                            <C>            <C>            <C>             <C>            <C>            <C>            <C>   
10 Years Ended 6/30/97         6/30/87        $942.25        $2,087.42       121.54%         8.28%         108.74%         7.64%
5 Years Ended 6/30/97          6/30/92        $942.97        $1,422.71        50.88%         8.57%          42.27%         7.31%
1 Year Ended 6/30/97           6/30/96        $942.83        $1,014.67         7.62%         7.62%           1.47%         1.47%
</TABLE>

    For the thirty-day period ended June 30, 1997, the yield of the Class A
shares of the Total Return Fund was 3.08%.

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As of December 1, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class A
and of each Fund. As of December 1, 1997, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL 32246 was the record owner of 20% of the Class A shares
of Total Return Fund, which are held on behalf of its customers who are the
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. As of the same date, the Profit Sharing
Retirement Plan of Eaton Vance Management Inc. was the record owner of 5.1% of
the Class A shares of Investors Fund, which are held on behalf of its customers
who are the beneficial owners of such shares and as to which it had voting power
under certain limited circumstances. To the knowledge of the Trust, no other
person owned of record or beneficially 5% or more of any Fund's outstanding
Class A shares on such date.
    
<PAGE>

   
                                  APPENDIX B

                                CLASS B SHARES

                           PERFORMANCE INFORMATION

    The tables below indicate the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to January 1, 1998 reflects the total return of the predecessor to Class B.
Total return prior to the Predecessor Fund's commencement of operations reflects
the total return of Class A, adjusted to reflect the Class B sales charge. The
Class A total return has not been adjusted to reflect certain other expenses
(such as distribution and/or service fees). If such adjustments were made, the
Class B total return would be different. Past performance is not indicative of
future results. Investment return and principal value will fluctuate; shares,
when redeemed, may be worth more or less than their original cost. Information
presented with two asterisks (**) includes the effect of subsidizing expenses.
Return would have been lower without subsidies.

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

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97            6/30/87      $1,000        $2,805.52        $2,805.52       180.55%        10.87%       180.55%        10.87%
5 Years
Ended
6/30/97            6/30/92      $1,000        $1,846.83        $1,826.83        84.68%        13.05%        82.68%        12.81%
1 Year
Ended
6/30/97            6/30/96      $1,000        $1,203.41        $1,153.41        20.34%        20.34%        15.34%        15.34%
- ------------------
*Predecessor Fund commenced operations on November 2, 1993.
</TABLE>

<TABLE>
<CAPTION>
                                          VALUE OF A $1,000 INVESTMENT -- SPECIAL EQUITIES FUND

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97           6/30/87       $1,000        $2,651.28        $2,651.28       165.13%        10.24%       165.13%        10.24%
5 Years
Ended
6/30/97           6/30/92       $1,000        $1,598.12        $1,578.12        59.81%         9.83%        57.81%         9.55%
1 Year
Ended
6/30/97**         6/30/96       $1,000        $1,136.16        $1,086.16        13.62%        13.62%         8.62%         8.62%
- ------------------
*Predecessor Fund commenced operations on August 22, 1994.
</TABLE>

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

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97            6/30/87      $1,000        $3,063.47        $3,063.47       206.35%        11.85%       206.35%        11.85%
5 Years
Ended
6/30/97            6/30/92      $1,000        $1,942.52        $1,922.52        94.25%        14.20%        92.25%        13.97%
1 Year
Ended
6/30/97**          6/30/96      $1,000        $1,293.17        $1,243.17        29.32%        29.32%        24.32%        24.32%
- ------------------
*Predecessor Fund commenced operations on August 17, 1994.
</TABLE>

<TABLE>
<CAPTION>
                                               VALUE OF A $1,000 INVESTMENT -- TOTAL RETURN FUND

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97           6/30/87       $1,000        $2,272.39        $2,272.39       127.24%         8.55%       127.24%         8.55%
5 Years
Ended
6/30/97           6/30/92       $1,000        $1,547.66        $1,527.66        54.77%         9.13%        52.77%         8.84%
1 Year
Ended
6/30/97           6/30/96       $1,000        $1,068.49        $1,020.52         6.85%         6.85%         2.05%         2.05%
- ------------------
*Predecessor Fund commenced operations on November 1, 1993.
</TABLE>

    For the thirty-day period ended June 30, 1997, the yield of the Class B
shares of the Total Return Fund was 2.42%.
    
<PAGE>

   
                                  APPENDIX C

                                CLASS C SHARES

                           PERFORMANCE INFORMATION

    The tables below indicate the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to January 1, 1998 reflects the total return of the predecessor to Class C.
Total return prior to the Predecessor Fund's commencement of operations reflects
the total return of Class B, adjusted to reflect the Class C sales charge. The
Class B total return has not been adjusted to reflect certain other expenses
(such as distribution and/or service fees). If such adjustments were made, the
Class C total return would be different. Past performance is not indicative of
future results. Investment return and principal value will fluctuate; shares,
when redeemed, may be worth more or less than their original cost. Information
presented with two asterisks (**) includes the effect of subsidizing expenses.
Return would have been lower without subsidies.

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

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97            6/30/87      $1,000        $2,745.44        $2,745.44       174.54%        10.63%       174.54%        10.63%
5 Years
Ended
6/30/97            6/30/92      $1,000        $1,807.27        $1,807.27        80.73%        12.57%        80.73%        12.57%
1 Year
Ended
6/30/97            6/30/96      $1,000        $1,196.27        $1,186.27        19.63%        19.63%        18.63%        18.63%
- ------------------
*Predecessor Fund commenced operations on November 2, 1993.
</TABLE>

<TABLE>
<CAPTION>
                                   VALUE OF A $1,000 INVESTMENT -- SPECIAL EQUITIES FUND

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97           6/30/87       $1,000        $2,676.47        $2,676.47       167.65%        10.35%       167.65%        10.35%
5 Years
Ended
6/30/97           6/30/92       $1,000        $1,613.32        $1,613.32        61.33%        10.04%        61.33%        10.04%
1 Year
Ended
6/30/97           6/30/96       $1,000        $1,131.31        $1,121.93        13.13%        13.13%        12.19%        12.19%
- ------------------
*Predecessor Fund commenced operations on November 17, 1994.
</TABLE>

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

                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97            6/30/87      $1,000        $3,013.11        $3,013.11       201.31%        11.66%       201.31%        11.66%
5 Years
Ended
6/30/97            6/30/92      $1,000        $1,910.62        $1,910.62        91.06%        13.82%        91.06%        13.82%
1 Year
Ended
6/30/97**          6/30/96      $1,000        $1,273.45        $1,263.45        27.34%        27.34%        26.34%        26.34%
- ------------------
*Predecessor Fund commenced operations on November 4, 1994.
</TABLE>
<TABLE>
                                      VALUE OF A $1,000 INVESTMENT -- TOTAL RETURN FUND
<CAPTION>
                                              VALUE OF                         
                                             INVESTMENT        VALUE OF        TOTAL RETURN BEFORE         TOTAL RETURN AFTER  
                                               BEFORE         INVESTMENT             DEDUCTING                   DEDUCTING     
                                              DEDUCTING     AFTER DEDUCTING       THE MAXIMUM CDSC            THE MAXIMUM CDSC 
 INVESTMENT*     INVESTMENT    AMOUNT OF     THE MAXIMUM      THE MAXIMUM    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT   CDSC ON 6/30/97  CDSC ON 6/30/97   CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
- ------------     ----------   ----------   ---------------  ---------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>           <C>              <C>            <C>            <C>          <C>            <C>
10 Years
Ended
6/30/97           6/30/87       $1,000        $2,236.32        $2,236.32       123.63%         8.38%       123.63%         8.38%
5 Years
Ended
6/30/97           6/30/92       $1,000        $1,523.09        $1,523.09        52.31%         8.78%        52.31%         8.78%
1 Year
Ended
6/30/97           6/30/96       $1,000        $1,055.40        $1,045.48         5.54%         5.54%         4.55%         4.55%
- ------------------
*Predecessor Fund commenced operations on November 1, 1993.
</TABLE>

    For the thirty-day period ended June 30, 1997, the yield of the Class C
shares of the Total Return Fund was 0.70%.
    

<PAGE>
[LOGO]
                       Investing

                       for the

                       21st
EATON VANCE
==============         Century
Mutual Funds

   
- --------------------------------------------------------------------------------
EATON VANCE INVESTORS FUND
EATON VANCE SPECIAL EQUITIES FUND
EATON VANCE STOCK FUND
EATON VANCE TOTAL RETURN FUND



STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1, 1998
    

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

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

ADMINISTRATOR
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
    

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

CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109

   
                                                                   1/1/COMBEQSAI
    
<PAGE>
                                     PART B
         INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
   
                                                        STATEMENT OF
                                                        ADDITIONAL INFORMATION
                                                        January 1, 1998
    
                        EATON VANCE EMERGING MARKETS FUND
                              24 Federal Street
                         Boston, Massachusetts 02110
                                (800) 225-6265
   
    This Statement of Additional Information provides information about Eaton
Vance Emerging Markets Fund (the "Fund") and Emerging Markets Portfolio (the
"Portfolio"). This Statement of Additional Information is sometimes referred
to herein as the "SAI".
    
- -------------------------------------------------------------------------------
                              TABLE OF CONTENTS
   
                                                                           Page
Additional Information about Investment Policies .................            2
Investment Restrictions ..........................................            4
Trustees and Officers ............................................            6
Management of the Fund and the Portfolio .........................            9
Custodian ........................................................           12
Services for Accumulation -- Class A Shares ......................           12
Service for Withdrawal ...........................................           13
Determination of Net Asset Value .................................           13
Investment Performance ...........................................           14
Taxes ............................................................           15
Principal Underwriter ............................................           16
Distribution Plans ...............................................           17
Portfolio Security Transactions ..................................           20
Other Information ................................................           21
Independent Certified Public Accountants .........................           23
Financial Statements .............................................           23
Appendix A: Class A Shares .......................................          a-1
Appendix B: Class B Shares .......................................          b-1
Appendix C: Description of Securities Ratings ....................          c-1
- -------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JANUARY 1, 1998, AS SUPPLEMENTED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS STATEMENT OF
ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A
COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE
DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE BACK FOR ADDRESS AND PHONE
NUMBER).

    This SAI provides information about the Fund and the Portfolio. Capitalized
terms used in this SAI and not otherwise defined have the meanings given them in
the Prospectus. The Fund is subject to the same investment policies as those of
the Portfolio. The Fund currently seeks to achieve its objective by investing in
the Portfolio.

               ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

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

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

    Currency swaps require maintenance of a segregated account described under
"Asset Coverage Requirements" below. The Portfolio will not enter into any
currency swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the other party thereto is considered to be investment
grade by the Adviser.

    The Portfolio may enter into forward foreign currency exchange contracts in
several circumstances. First, when the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividend or interest
payments on such a security which it holds, the Portfolio may desire to "lock
in" the U.S. dollar price of the security or the U.S. dollar equivalent of such
dividend or interest payment, as the case may be. By entering into a forward
contract for the purchase or sale, for a fixed amount of dollars, of the amount
of foreign currency involved in the underlying transactions, the Portfolio will
attempt to protect itself against an adverse change in the relationship between
the U.S. dollar and the subject foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received. Additionally, when the Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the securities held by the Portfolio denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. The precise projection of
short-term currency market movements is not possible, and short-term hedging
provides a means of fixing the dollar value of only a portion of the Portfolio's
foreign assets. The Portfolio generally will not enter into a forward contract
with a term of greater than one year.

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

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

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

    REPURCHASE AGREEMENTS. Under a repurchase agreement the Portfolio buys a
security at one price and simultaneously promises to sell that same security
back to the seller at a higher price. At no time will the Portfolio commit more
than 15% of its net assets to repurchase agreements which mature in more than
seven days and other illiquid securities. The Portfolio's repurchase agreements
will provide that the value of the collateral underlying the repurchase
agreement will always be at least equal to the repurchase price, including any
accrued interest earned on the repurchase agreement, and will be marked to
market daily.

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

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

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

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

   
    PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity of
one year or less). A 100% annual turnover rate could occur, for example, if all
the securities in the portfolio were replaced once in a period of one year. A
high turnover rate (100% or more) necessarily involves greater expenses to the
Portfolio. The Portfolio engages in portfolio trading (including short-term
trading) if it believes that a transaction including all costs will help in
achieving its investment objective either by increasing income or by enhancing
the Portfolio's net asset value. Short-term trading may be advisable in light of
a change in circumstances of a particular company or within a particular
industry, or in light of general market, economic or political conditions. High
portfolio turnover may also result in the realization of substantial net
short-term capital gains. For the fiscal years ended December 31, 1996 and
December 31, 1995, the Portfolio's turnover rate was 125% and 98%, respectively.

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

                           INVESTMENT RESTRICTIONS
    

    The Fund and the Portfolio have each adopted the following investment
restrictions which may not be changed without the approval by the holders of a
majority of the outstanding voting securities of the Fund or the Portfolio, as
the case may be, which as used in this SAI means the lesser of (a) 67% or more
of the outstanding voting securities of the Fund or the Portfolio, as the case
may be, present or represented by proxy at a meeting if the holders of more than
50% of the outstanding voting securities of the Fund or the Portfolio are
present or represented at the meeting or (b) more than 50% of the outstanding
voting securities of the Fund or the Portfolio. Neither the Fund nor the
Portfolio may:

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

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

    (3) Underwrite securities of other issuers;

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

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

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

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

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

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

    The Fund and the Portfolio have each adopted the following investment
policies which may be changed without shareholder or investor approval. Neither
the Fund nor the Portfolio may invest more than 15% of its net assets in
investments which are not readily marketable, including restricted securities
and repurchase agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust or the Portfolio, or its delegate, determines to be
liquid. Neither the Fund nor the Portfolio will purchase warrants if, as a
result of such purchase, more than 5% of the Portfolio's or the Fund's net
assets, as the case may be (taken at current value), would be invested in
warrants, and the value of such warrants which are not listed on the New York or
American Stock Exchange may not exceed 2% of the Portfolio's or the Fund's net
assets; this policy does not apply to or restrict warrants acquired by the
Portfolio or the Fund in units or attached to securities, inasmuch as such
warrants are deemed to be without value. Neither the Fund nor the Portfolio will
purchase any securities if at the time of such purchase, permitted borrowings
under investment restriction (1) above exceed 5% of the value of the Portfolio's
or the Fund's total assets, as the case may be. Neither the Fund nor the
Portfolio will purchase or retain in its portfolio any securities issued by an
issuer any of whose officers, directors, trustees or security holders is an
officer or Trustee of the Trust or is a member, officer, director or trustee of
any investment adviser of the Trust or the Portfolio if after the purchase of
the securities of such issuer by the Fund or the Portfolio one or more of such
persons owns beneficially more than 1/2 of 1% of the shares or securities or
both (all taken at market value) of such issuer and such persons owning more
than 1/2 of 1% of such shares or securities together own beneficially more than
5% of such shares or securities or both (all taken at market value).

    Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's or the Portfolio's acquisition
of such security or asset. Accordingly, any later increase or decrease resulting
from a change in values, assets or other circumstances, or any subsequent rating
change below investment grade made by a rating service, will not compel the Fund
or the Portfolio, as the case may be, to dispose of such security or other
asset. Notwithstanding the foregoing, under normal market conditions the Fund
and the Portfolio must take actions necessary to comply with the policy of
investing at least 65% of total assets in Emerging Market investments. Moreover,
the Fund and Portfolio must always be in compliance with the borrowing policies
set forth above and may not invest more than 15% of net assets in illiquid
securities.
    

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

   
                            TRUSTEES AND OFFICERS

    The Trustees and officers of the Trust and the Portfolio are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Fund's sponsor and
manager, Eaton Vance, of Eaton Vance's wholly-owned subsidiary, Boston
Management and Research ("BMR"), of Eaton Vance's parent, Eaton Vance Corp.
("EVC"), and of Eaton Vance's trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and
EV are both wholly-owned subsidiaries of EVC. The business address of the
Adviser is 3808 One Exchange Square, Central, Hong Kong. Those Trustees and
officers who are "interested persons" of the Trust or the Portfolio, as defined
in the 1940 Act by virtue of their affiliation with the Adviser, Eaton Vance,
BMR, EVC or EV, are indicated by an asterisk (*).

                   TRUSTEES OF THE TRUST AND THE PORTFOLIO

JAMES B. HAWKES (56), President of the Trust, Vice President of the Portfolio
  and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR, EVC and
  EV, and a Director of EVC and EV. Director or Trustee and officer of various
  investment companies managed by Eaton Vance or BMR. Director of LGM.

HON. ROBERT LLOYD GEORGE (45), President and Trustee of the Portfolio*
Chairman and Chief Executive Officer of LGM. Chairman and Chief Executive
  Officer of the Adviser
Address: 3808 One Exchange Square, Central, Hong Kong

M. DOZIER GARDNER (64), Trustee of the Trust*
Vice Chairman of Eaton Vance, BMR, EVC and EV and Director of EVC and EV.
  Director or Trustee and officer of various investment companies managed by
  Eaton Vance or BMR. Mr. Gardner was elected Trustee on November 20, 1995.

EDWARD K.Y. CHEN (52), Trustee of the Portfolio
President of Lingnan College in Hong Kong. Professor and Director of Centre of
  Asian Studies at the University of Hong Kong from 1979-1995. Director of
  First Pacific Company, Asia Satellite Telecommunications Holdings Ltd. and a
  Board Member of the Mass Transit Railway Corporation. Member of the
  Executive Council of the Hong Kong Government from 1992-1997 and Chairman of
  the Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong

DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
  company); Chairman of the Board of Newspapers of New England, Inc. Director
  or Trustee of various investment companies managed by Eaton Vance or BMR.
  Mr. Dwight was elected Trustee of the Portfolio on May 13, 1996.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (62), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
  School of Business Administration. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
  Soldiers Field Road, Boston, Massachusetts 02163

NORTON H. REAMER (62), Trustee
President and Director, United Asset Management Corporation (a holding company
  owning institutional investment management firms); Chairman, President and
  Director, UAM Funds (mutual funds). Director or Trustee of various investment
  companies managed by Eaton Vance or BMR. Mr. Reamer was elected Trustee of the
  Portfolio on May 13, 1996.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (71), Trustee of the Trust
Formerly Director of Fiduciary Company Incorporated. Director or Trustee of
  various investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (67), Trustee of the Trust
Investment Adviser and Consultant. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274
    

                   OFFICERS OF THE TRUST AND THE PORTFOLIO

   
SCOBIE DICKINSON WARD (31), Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio
Director of LGM and Chief Operating Officer of the Adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (47), Vice President and Assistant Treasurer of the
Portfolio Director, Finance Director and Chief Operating Officer of the Adviser.
  Director of LGM.
Address: 3808 One Exchange Square, Central, Hong Kong

EDWARD E. SMILEY, JR. (53), Vice President of the Trust
Vice President of Eaton Vance, BMR and EV since November 1, 1996; Senior
  Product Manager, Equity Management for TradeStreet Investment Associates,
  Inc., a wholly-owned subsidiary of Nations Bank (1992-1996). Mr. Smiley was
  elected Vice President on October 18, 1996.

JAMES L. O'CONNOR (52), Vice President of the Portfolio and Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

ALAN R. DYNNER (57), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance, EVC and EV since
  November 1, 1996. Previously, Mr. Dynner was a Partner of the law firm of
  Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and was Executive
  Vice President of Neuberger & Berman Management, Inc., a mutual fund
  management company. Officer of various investment companies managed by Eaton
  Vance or BMR. Mr. Dynner was elected Secretary of the Trust and the Portfolio
  on June 23, 1997.

JANET E. SANDERS (62), Assistant Treasurer of the Trust and Assistant
Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (35), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
  employee of Eaton Vance since March 1993. State Regulations Supervisor, The
  Boston Company (1991-1993). Officer of various investment companies managed by
  Eaton or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on March
  27, 1995 and of the Portfolio on May 29, 1995.

ERIC G. WOODBURY (40), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
  associate attorney at Dechert, Price & Rhoads. Officer of various investment
  companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant
Secretary of the Trust on June 19, 1995 and of the Portfolio on May 29, 1995.
    

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

    The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio is comprised of four Trustees who are not "interested persons" as that
term is defined under the 1940 Act ("noninterested Trustees"). The Committee has
four-year staggered terms, with one member rotating off the Committee to be
replaced by another noninterested Trustee. The purpose of the Committee is to
recommend to the Board nominees for the position of noninterested Trustee and to
assure that at least a majority of the Board of Trustees is independent of Eaton
Vance, the Adviser or its affiliates.

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

    Trustees of the Portfolio (except Mr. Chen) who are not affiliated with the
Adviser may elect to defer receipt of all or a percentage of their annual fees
received from certain Eaton Vance sponsored funds, in accordance with the terms
of a Trustees Deferred Compensation Plan (the "Trustees" Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Portfolio in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Neither the Portfolio
nor the Trust participates in the Trustees' Plan or has a retirement plan for
its Trustees.

   
    The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Fund or
the Portfolio.) During the fiscal year ended December 31, 1996, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees from the Fund, the Portfolio and
the funds in the Eaton Vance fund complex(1):
<TABLE>
<CAPTION>

                                              AGGREGATE         AGGREGATE        TOTAL COMPENSATION
                                             COMPENSATION      COMPENSATION          FROM TRUST
NAME                                        FROM TRUST(2)     FROM PORTFOLIO      AND FUND COMPLEX
- ----                                       ----------------  ----------------  ----------------------
<S>                                        <C>               <C>               <C>
Hon. Edward K.Y. Chen ...................         $0              $6,250            $ 22,450
Donald R. Dwight ........................          8                  17             145,000(3)
Samuel L. Hayes, III ....................          8               2,515             157,500(4)
Stuart Hamilton Leckie(6) ...............          0               3,750              11,250
Norton H. Reamer ........................          7                  15             145,000(5)
John L. Thorndike .......................          8                --               150,000
Jack L. Treynor .........................          8                --               150,000
- ------------
(1)As of January 1, 1998, the Eaton Vance fund complex consists of 159
   registered investment companies or series thereof.
(2)The Trust consisted of 6 funds as of December 31, 1996.
(3)Includes $45,000 of deferred compensation.
(4)Includes $20,429 of deferred compensation.
(5)Includes $28,125 of deferred compensation.
(6)Resigned as a Trustee on May 13, 1996.
</TABLE>

                   MANAGEMENT OF THE FUND AND THE PORTFOLIO
    

    Eaton Vance acts as the sponsor and manager of the Fund and the
administrator of the Portfolio. The Portfolio has engaged Lloyd George
Investment Management (Bermuda) Limited as its investment adviser.

   
THE ADVISER

    As investment adviser to the Portfolio, the Adviser manages the Portfolio's
investments, subject to the supervision of the Board of Trustees of the
Portfolio. The Adviser is also responsible for effecting all security
transactions on behalf of the Portfolio, including the allocation of principal
transactions and portfolio brokerage and the negotiation of commissions. See
"Portfolio Security Transactions". Under the investment advisory agreement, the
Adviser receives a monthly advisory fee computed by applying the annual asset
rate applicable to that portion of the average daily net assets of the Portfolio
throughout the month in each Category as indicated below:

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

    As of December 31, 1996, the Portfolio had net assets of $10,658,527. For
the fiscal year ended December 31, 1996, absent a fee reduction, the Adviser
would have earned advisory fees of $62,401 (equivalent to 0.75% of the
Portfolio's average daily net assets for such year). To enhance the net income
of the Portfolio, the Adviser made a reduction of its advisory fee in the amount
of $44,320. For the fiscal year ended December 31, 1995, the Portfolio paid the
Adviser advisory fees of $17,297 (equivalent to 0.75% of the Portfolio's average
daily net assets for such year). For the period from the start of business,
November 30, 1994, to December 31, 1994, absent a fee reduction, the Adviser
would have earned advisory fees of $318 (equivalent to 0.75% (annualized) of the
Portfolio's average daily net assets for such period). To enhance the net income
of the Portfolio, the Adviser made a reduction of the full amount of its
advisory fee.

    Eaton Vance is among the oldest mutual fund organizations in the country. As
an experienced mutual fund provider, Eaton Vance has contributed to making the
securities market more widely accessible to investors. Eaton Vance equity funds
provide a way to take advantage of the potentially higher returns of individual
stocks. Eaton Vance has a staff of more than 25 investment professionals
specializing in security analysis and equity management.
    

    The Eaton Vance investment process stresses intensive fundamental research.
Portfolios are built on a stock-by-stock basis and the process includes visits
to companies under consideration. The process also focuses on well-managed
companies with the following characteristics: strong underlying value or
franchise; solid earnings growth; steady cash flow, strong balance sheet;
innovative products or services; potential for sustained growth; seasoned,
creative management; or ability to survive variable market conditions.

    By investing in diversified portfolios and employing prudent and
professional management, Eaton Vance mutual funds can provide attractive return,
while exposing shareholders to less risk than if they were build investment
portfolios on their own. Eaton Vance employs rigorous buy and sell disciplines.
For instance, purchases are made with an eye to both relative and absolute
growth rates and price/earning ratios, and sales are made when a stock if fully
valued, fundamentals deteriorate, management fails to execute its strategy, or
more attractive alternatives are available.

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

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

    The directors of the Adviser are the Honorable Robert Lloyd George, William
Walter Raleigh Kerr, M.F. Tang, Scobie Dickinson Ward, Pamela Chan, Adaline
Mang-Yee Ko, Peter Bubenzer and Judith Collins. The Hon. Robert Lloyd George is
Chairman and Chief Executive Officer of the Adviser and Mr. Kerr is Chief
Operating Officer of the Adviser. The business address of the first six
individuals is 3808 One Exchange Square, Central, Hong Kong and of the last two
is Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda.

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

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

    Eaton Vance mutual funds are distributed by the Principal Underwriter both
within the United States and offshore. The Principal Underwriter believes that
an investment professional can provide valuable services to you to help you
reach your investment goals. Meeting investment goals requires time, objectivity
and investment savvy. Before making an investment recommendation, a
representative can help you carefully consider your short- and long-term
financial goals, your tolerance for investment risk, your investment time frame,
and other investments you may already own. Your professional investment
representatives are knowledgeable about financial markets, as well as the wide
range of investment opportunities available. A representative can provide you
with tailored financial advice and help you decide when to buy, sell or
persevere with your investments.

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

MANAGER, SPONSOR AND ADMINISTRATOR

   
    See "Management of the Fund and the Portfolio" in the Prospectus for a
description of the services Eaton Vance performs as manager and sponsor of the
Fund and administrator of the Portfolio. Under Eaton Vance's management contract
with the Fund and administration agreement with the Portfolio, Eaton Vance
receives a monthly management fee from the Fund and a monthly administration fee
from the Portfolio. Each fee is computed by applying the annual asset rate
applicable to that portion of the average daily net assets of the Fund or the
Portfolio throughout the month in each Category as indicated below:

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

    As of December 31, 1996, the Portfolio had net assets of $10,658,527. For
the fiscal year ended December 31, 1996, Eaton Vance earned administration fees
of $20,096 (equivalent to 0.25% of the Portfolio's average daily net assets for
such year). To enhance the net income of the Portfolio, Eaton Vance was
allocated expenses related to the operation of the Portfolio in the amount of
$14,221. For the fiscal year ended December 31, 1995, Eaton Vance earned
administration fees of $5,762 (equivalent to 0.25% of the Portfolio's average
daily net assets for such year). To enhance the net income of the Portfolio,
Eaton Vance was allocated expenses related to the operation of the Portfolio in
the amount of $61,361. For the period from the start of business, November 30,
1994, to December 31, 1994, Eaton Vance would have earned administration fees of
$106 (equivalent to 0.25% (annualized) of the Portfolio's average daily net
assets for such period). To enhance the net income of the Portfolio, Eaton Vance
made a reduction of the full amount of its administration fee and was allocated
a portion of expenses related to the operation of the Portfolio in the amount of
$631.

   
    For the management fees that the Fund paid to Eaton Vance, see Appendix B.

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

    The Fund and the Portfolio, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
the Adviser under the investment advisory agreement, by Eaton Vance under the
management contract or the administration agreement, or by the Principal
Underwriter under the distribution agreement. Such costs and expenses to be
borne by each of the Fund or the Portfolio, as the case may be, include, without
limitation: custody and transfer agency fees and expenses, including those
incurred for determining net asset value and keeping accounting books and
records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering under the securities
laws; expenses of reports to shareholders and investors; proxy statements, and
other expenses of shareholders' or investors' meetings; insurance premiums,
printing and mailing expenses; interest, taxes and corporate fees; legal and
accounting expenses; compensation and expenses of Trustees not affiliated with
Eaton Vance or the Adviser; distribution and service fees payable by each Class
under its Rule 12b-1 distribution plan; and investment advisory, management and
administration fees. The Fund and the Portfolio, as the case may be, will also
each bear expenses incurred in connection with any litigation in which the Fund
or the Portfolio, as the case may be, is a party and any legal obligation to
indemnify its respective officers and Trustees with respect thereto, to the
extent not covered by insurance.

    Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR.
The Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A.
Rowland, Jr. The Directors of EVC consist of the same persons and John G. L.
Cabot and Ralph Z. Sorenson. Mr. Hawkes is Chairman, Mr. Gardner is vice
chairman. Mr. Hawkes is president and chief executive officer of EVC, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
of EV are owned by EVC. All of the issued and outstanding shares of BMR are
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Gardner, Hawkes, and Rowland and Alan R. Dynner, Thomas E. Faust, Jr., William
M. Steul and Wharton P. Whitaker. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting
trust receipts issued under said Voting Trust are owned by certain of the
officers of Eaton Vance and BMR who are also officers or officers and
Directors of EVC and EV. As of December 31, 1997, Messrs. Gardner and Hawkes
each owned 24% of such voting trust receipts, Messrs. Dynner, Steul and
Whitaker each owned 8% and Messrs. Rowland and Faust, owned 15% and 13%,
respectively. Messrs. Gardner, Hawkes and Dynner are officers or Trustees of
the Trust and the Portfolio and are members of the EVC, Eaton Vance, BMR and
EV organizations. Messrs. Murphy, O'Connor, Smiley and Woodbury and Ms.
Sanders are officers of the Trust and/or the Portfolio, and are also members
of the Eaton Vance, BMR and EV organizations.

    Eaton Vance owns all the stock of Northeast Properties, Inc., which is
engaged in real estate investment. EVC owns all the stock of Fulcrum Management,
Inc. and MinVen, Inc., which are engaged in precious metal mining venture
investment and management. EVC also owns approximately 21% of the Class A shares
issued by LGM, the parent of the Adviser. EVC, Eaton Vance, BMR and EV may also
enter into other businesses.
    

    EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Fund and
the Portfolio, IBT. It is Eaton Vance's opinion that the terms and conditions of
such transactions will not be influenced by existing or potential custodial or
other relationships between the Fund or the Portfolio and such banks.

                                  CUSTODIAN

   
    IBT, acts as custodian for the Trust and the Portfolio. IBT has the custody
of all cash and securities of the Fund and all securities of the Portfolio
purchased in the United States, maintains the Fund's and the Portfolio's general
ledger and computes the daily net asset value of interests in the Portfolio and
the net asset value of shares of the Fund. In such capacities IBT attends to
details in connection with the sale, exchange, substitution, transfer or other
dealings with the Fund's and the Portfolio's respective investments, receives
and disburses all funds, and performs various other ministerial duties upon
receipt of proper instructions from the Fund and the Portfolio, respectively.
    

    Portfolio securities, if any, purchased by the Portfolio in the U.S. are
maintained in the custody of IBT or of other domestic banks or depositories.
Portfolio securities purchased outside of the U.S. are maintained in the custody
of foreign banks and trust companies that are members of IBT's Global Custody
Network, or foreign depositories used by such foreign banks and trust companies.
Each of the domestic and foreign custodial institutions holding portfolio
securities has been approved by the Board of Trustees of the Portfolio in
accordance with regulations under the 1940 Act.

   
    IBT charges fees which are competitive within the industry. These fees for
the Portfolio relate to, (1) custody services based upon a percentage of the
market values of Portfolio securities; (2) bookkeeping and valuation services
provided at an annual rate; (3) activity charges, primarily the result of the
number of portfolio transactions; and (4) reimbursement of out-of-pocket
expenses. These fees are then reduced by a credit for cash balances of the
Portfolio at the custodian equal to 75% of the 91-day U.S. Treasury Bill auction
rate applied to the Portfolio's average daily collected balances. The portion of
the fee for the Fund related to bookkeeping and pricing services is based upon a
percentage of the Fund's net assets and the portion of the fee related to
financial statement preparation is a fixed amount.

    IBT also provides services in connection with the preparation of shareholder
reports and the electronic filing of such reports with the Commission for which
it receives a separate fee.

                 SERVICES FOR ACCUMULATION -- CLASS A SHARES

    The following services are voluntary, involve no extra charge, other than
the sales charge included in the offering price, and may be changed or
discontinued without penalty at any time.

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

    Right of Accumulation -- Cumulative Quantity Discount. The applicable sales
charge level for the purchase of Class A shares is calculated by taking the
dollar amount of the current purchase and adding it to the value (calculated at
the maximum current offering price) of the shares the shareholder owns in his or
her account(s) in the Fund and shares of other funds exchangeable for Class A
shares. The sales charge on the shares being purchased will then be at the rate
applicable to the aggregate. Shares purchased (i) by an individual, his or her
spouse and their children under the age of twenty-one, and (ii) by a trustee,
guardian or other fiduciary of a single trust estate or a single fiduciary
account, will be combined for the purpose of determining whether a purchase will
qualify for the Right of Accumulation and if qualifying, the applicable sales
charge level.

    For any such discount to be made available, at the time of purchase a
purchaser or his or her Authorized Firm must provide the Principal Underwriter
(in the case of a purchase made through an Authorized Firm) or the Transfer
Agent (in the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Confirmation of the order is subject to such verification. The Right
of Accumulation privilege may be amended or terminated at any time as to
purchases occurring thereafter.

                            SERVICE FOR WITHDRAWAL

    The Transfer Agent will send to the shareholder regular monthly or quarterly
payments of any permitted amount designated by the shareholder based upon the
value of the shares held. The checks will be drawn from share redemptions and
hence, although they are a return of principal, may require the recognition of
taxable gain or loss. Income dividends and capital gain distributions in
connection with withdrawal accounts will be credited at net asset value as of
the record date for each distribution. Continued withdrawals in excess of
current income will eventually use up principal, particularly in a period of
declining market prices. A shareholder may not have a withdrawal plan in effect
at the same time he or she has authorized Bank Automated Investing or is
otherwise making regular purchases of Fund shares. The shareholder, the Transfer
Agent or the Principal Underwriter will be able to terminate the withdrawal plan
at any time without penalty.
    

                       DETERMINATION OF NET ASSET VALUE

   
    The Fund and Portfolio will be closed for business and will not price
their shares on the following business holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
    

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

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

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

                            INVESTMENT PERFORMANCE

   
    Average annual total return is determined seperately for each Class of the
Fund by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital appreciation/
depreciation, and distributions paid and reinvested) for the stated period and
annualizing the result. The calculation assumes (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period, (ii)
the deduction of the maximum sales charge from the initial $1,000 purchase order
for Class A shares, (iii) a complete redemption of the investment and, (iv) the
deduction of any Class B CDSC at the end of the period. For information
concerning the total return of the Classes of the Fund, see "Appendix A and
Appendix B.

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

    Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data and performance studies
prepared by independent organizations or included in various publications
reflecting the investment performance or return achieved by various classes and
types of investments (e.g. common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, intermediate-term government bonds,
U.S. Treasury bills) over various periods of time. This information may be used
to illustrate the benefits of long-term investments in common stocks.
Information about the portfolio allocation, portfolio turnover and holdings of
the Portfolio may be included in advertisements and other material furnished to
present and prospective shareholders.

    Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:
    

    -- cost associated with aging parents;
    -- funding a college education (including its actual and estimated cost);
    -- health care expenses (including actual and projected expenses);
    -- long-term disabilities (including the availability of, and coverage
       provided by, disability insurance); and
    -- retirement (including the availability of social security benefits, the
       tax treatment of such benefits and statistics and other information
       relating to maintaining a particular standard of living and outliving
       existing assets).

    Such information may also address different methods for saving money and the
results of such methods, as well as the benefits of investing in equity
securities. Such information may describe: the potential for growth; the
performance of equities as compared to other investment vehicles; and the value
of investing as early as possible and regularly, as well as staying invested.
The benefits of investing in equity securities by means of a mutual fund may
also be included (such benefits may include diversification, professional
management and the variety of equity mutual fund products).

    Information in advertisements and material furnished to present and
prospective investors may include profiles of different types of investors
(i.e., investors with different goals and assets) and different investment
strategies for meeting specific financial goals. Such information may provide
hypothetical illustrations which include: results of various investment
strategies; performance of an investment in the Fund over various time periods;
and results of diversifying assets among several investments with varying
performance. Information in advertisements and material furnished to present and
prospective investors may also include quotations (including editorial comments)
and statistics concerning investing in securities, as well as investing in
particular types of securities and the performance of such securities.

   
    The Trust (or Principal Underwriter) may provide investors with information
on global investing, which may include descriptions, comparisons, charts and/or
illustrations of foreign and domestic equity market capitalizations; returns
obtained by foreign and domestic securities; and the effects of globally
diversifying an investment portfolio (including volatility analysis and
performance information). Such information may be provided for a variety of
countries over varying time periods.

    The Trust (or Principal Underwriter) may provide information about Eaton
Vance, its affiliates and other investment advisers to the funds in the Eaton
Vance Family of Funds in sales material or advertisements provided to investors
or prospective investors. Such material or advertisements may also provide
information on the use of investment professionals by such investors.
    

                                    TAXES

   
    Each series of the Trust is treated as a separate entity for accounting and
tax purposes. The Fund has elected to be treated, has qualified and intends to
continue to qualify each year as a regulated investment company ("RIC") under
the Code. Accordingly, the Fund intends to satisfy certain requirements relating
to sources of its income and diversification of its assets and to distribute
substantially all of its ordinary income and net income in accordance with the
timing requirements imposed by the Code, so as to maintain its RIC status and to
avoid any federal income or excise tax. The Fund qualified as a RIC under the
Code for its taxable year ended December 31, 1996. Because the Fund invests its
assets in the Portfolio, the Portfolio normally must satisfy the applicable
source of income and diversification requirements in order for the Fund to also
satisfy these requirements. The Portfolio will allocate at least annually among
its investors, including the Fund, each investor's distributive share of the
Portfolio's net investment income, net realized capital gains, and any other
items of income, gain, loss, deduction or credit. The Portfolio will make
allocations to the Fund in accordance with the Code and applicable regulations
and will make moneys available for withdrawal at appropriate times and in
sufficient amounts to enable the Fund to satisfy the tax distribution
requirements that apply to the Fund and that must be satisfied in order to avoid
federal income and/or excise tax on the Fund. For purposes of applying the
requirements of the Code regarding qualification as a RIC, the Fund will be
deemed (i) to own its proportionate share of each of the assets of the Portfolio
and (ii) to be entitled to the gross income of the Portfolio attributable to
such share.

    In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by December
31 of each calendar year at least 98% of its ordinary income for such year, at
least 98% of its capital gain net income (which is the excess of its realized
capital gains over its realized capital losses), generally computed on the basis
of the one-year period ending on October 31 of such year, after reduction by (i)
any available capital loss carryforwards and (ii) 100% of any income and capital
gains from the prior year (as previously computed) that was not paid out during
such year and on which the Fund paid no federal income tax. Under current law,
provided that the Fund qualifies as a RIC and the Portfolio is treated as a
partnership for Massachusetts and federal tax purposes, neither the Fund nor the
Portfolio should be liable for any income, corporate excise or franchise tax in
the Commonwealth of Massachusetts.
    

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

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

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

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

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

   
    Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
("TIN") and certain certifications required by the IRS, as well as shareholders
with respect to whom the Fund has received certain information from the IRS or a
broker, may be subject to "backup" withholding of federal income tax arising
from the Fund's dividends and other distributions as well as the proceeds of
redemption transactions (including repurchases and exchanges) at a rate of 31%.
An individual's TIN is generally his or her social security number.

    The Trust has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Trust will exceed
the amounts paid therefor. For the amount paid by the Trust to the Principal
Underwriter for acting as repurchase agent, see Appendix B.

                            PRINCIPAL UNDERWRITER

    The Trust has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Trust will exceed
the amounts paid therefor. For the amount paid by the Trust to the Principal
Underwriter for acting as repurchase agent for Class B shares, see Appendix B.

    CLASS A SHARES. Class A shares of the Fund may be continuously purchased at
the public offering price through Authorized Firms which have agreements with
the Principal Underwriter. The Trust reserves the right to suspend or limit the
offering of its shares to the public at any time. The public offering price is
the net asset value next computed after receipt of the order, plus, where
applicable, a variable percentage (sales charge) depending upon the amount of
purchase as indicated by the sales charge table set forth in the Prospectus.
Such table is applicable to purchases of a Fund alone or in combination with
purchases of certain other funds offered by the Principal Underwriter, made at a
single time by (i) an individual, or an individual, his spouse and their
children under the age of twenty-one, purchasing shares for his or their own
account, and (ii) a trustee or other fiduciary purchasing shares for a single
trust estate or a single fiduciary account. The table is also presently
applicable to (1) purchases of Class A shares pursuant to a written Statement of
Intention or (2) purchases of Class A shares pursuant to the Right of
Accumulation and declared as such at the time of purchase.

    Subject to the applicable provisions of the 1940 Act, the Trust may issue
Class A shares at net asset value in the event that an investment company
(whether a regulated or private investment company or a personal holding
company) is merged or consolidated with or acquired by the Class. Normally no
sales charges will be paid in connection with an exchange of Class A shares for
the assets of such investment company. Class A shares may be sold at net asset
value to any officer, director, trustee, general partner or employee of the
Trust, the Portfolio or any investment company for which Eaton Vance or BMR acts
as investment adviser, any investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance, or any officer, director or employee of any
parent, subsidiary or other affiliate of Eaton Vance. The terms "officer,"
"director," "trustee," "general partner" or "employee" as used in this paragraph
include any such person's spouse and minor children, and also retired officers,
directors, trustees, general partners and employees and their spouses and minor
children. Class A shares may also be sold at net asset value to registered
representatives and employees of Authorized Firms and to the spouses and
children under the age of 21 and beneficial accounts of such persons.

    The Principal Underwriter acts as principal in selling Class A shares under
a Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising are borne by the Principal Underwriter.
The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under federal and
state securities laws are borne by the Fund. The Distribution Agreement is
renewable annually by the Board of Trustees of the Trust (including a majority
of the noninterested Trustees), may be terminated on six months" notice by
either party and is automatically terminated upon assignment. The Principal
Underwriter distributes Class A shares on a "best efforts" basis under which it
is required to take and pay for only such shares as may be sold. The Principal
Underwriter allows Authorized Firms discounts from the applicable public
offering price which are alike for all Authorized Firms. The Principal
Underwriter may allow, upon notice to all Authorized Firms with whom it has
agreements, discounts up to the full sales charge during the periods specified
in the notice. During periods when the discount includes the full sales charge,
such Authorized Firms may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.

    CLASS B SHARES. Under the Distribution Agreement, the Principal Underwriter
acts as principal in selling Class B shares. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising is borne by the Principal Underwriter. The
fees and expenses of qualifying and registering and maintaining qualifications
and registrations of the Fund and its Class B shares under federal and state
securities laws are borne by the Fund. In addition, Class B makes payments to
the Principal Underwriter pursuant to a Distribution Plan as described in the
Prospectus; the provisions of the plan relating to such payments are included in
the Distribution Agreement. The Distribution Agreement is renewable annually by
the Trust's Board of Trustees (including a majority of the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Distribution Plan or the Distribution Agreement), may be terminated on sixty
days' notice either by such Trustees or by vote of a majority of the outstanding
Class B shares or on six months' notice by the Principal Underwriter and is
automatically terminated upon assignment. The Principal Underwriter distributes
Class B shares on a "best efforts" basis under which it is required to take and
pay for only such shares as may be sold.

                              DISTRIBUTION PLANS
                                CLASS A SHARES

    As described in the Prospectus, in addition to the fees and expenses
described herein, the Trust on behalf of its Class A shares finances
distribution activities and bears expenses associated with the distribution of
shares and the provision of certain personal and account maintenance services to
shareholders pursuant to a distribution plan (the "Plan") designed to meet the
requirements of Rule 12b-1 under the 1940 Act.

    The Plan remains in effect from year to year provided such continuance is
approved at least annually by a vote of both a majority of (i) the noninterested
Trustees of the Trust who have no direct or indirect financial interest in the
operation of the Plan or any agreement related to the Plan (the "Rule 12b-1
Trustees") and (ii) all of the Trustees then in office. The Plan may be
terminated at any time by vote of a majority of the Rule 12b-1 Trustees or by
vote of a majority of the outstanding Class A shares of the Fund. The Plan
requires quarterly Trustee review of a written report of the amount expended
under the Plan and the purposes for which such expenditures were made. The Plan
may not be amended to increase materially the payments described therein without
approval of the affected shareholders of Class A shares and the Trustees. So
long as the Plan is in effect, the selection and nomination of the noninterested
Trustees shall be committed to the discretion of such Trustees. The Trustees
have determined that in their judgment there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.

    The Plan is intended to compensate the Principal Underwriter for its
distribution services to the Fund by paying the Principal Underwriter monthly
distribution fees in connection with the sale of Class A shares. The quarterly
service fee paid by the Class A shares under the Plan is intended to compensate
the Principal Underwriter for its personal and account maintenance services and
for the payment by the Principal Underwriter of service fees to Authorized
Firms.

                                CLASS B SHARES

    The Trust has adopted a Distribution Plan (the "Plan") on behalf of its
Class B shares designed to meet the requirements of Rule 12b-1 under the 1940
Act and the sales charge rule of the NASD. The purpose of the Plan, is to
compensate the Principal Underwriter for its distribution services and
facilities provided with respect to Class B shares.

    The Plan provides that the Fund will pay sales commissions and distribution
fees to the Principal Underwriter only after and as a result of the sale of
Class B 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 amount payable to the Principal Underwriter pursuant to the Plan as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the Class and will accordingly reduce the Class'
net assets upon such accrual, all in accordance with generally accepted
accounting principles. The amount payable on each day is limited to 1/365 of
 .75% of a Class' net assets on such day. The level of a Class' net assets
changes each day and depends upon the amount of sales and redemptions of shares,
the changes in the value of the investments held by the Portfolio, the expenses
of the Class, Fund and the Portfolio accrued and allocated to the Fund and Class
on such day, income on portfolio investments of the Portfolio accrued and
allocated to the Fund on such day, and any dividends and distributions declared
on Fund shares. The Trust does not accrue possible future payments as a
liability of a Class or reduce a Class current net assets in respect of unknown
amounts which may become payable under the Plan in the future because the
standards for accrual of such a liability under accounting principles have not
been satisfied.

    The Plan provides that the Class will receive all CDSCs and will make no
payments to the Principal Underwriter in respect of any day on which there are
no outstanding uncovered distribution charges of the Principal Underwriter.
CDSCs and accrued amounts will be paid by the Trust to the Principal Underwriter
whenever there exist uncovered distribution charges.

    In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Trust to the Principal Underwriter and CDSCs theretofore
paid or payable to the Principal Underwriter less all amounts theretofore paid
or payable to the Principal Underwriter by the Adviser in consideration of the
former distribution efforts, will be subtracted from such distribution charges;
if the result of such subtraction is positive, a distribution fee (computed at
1% over the prime rate then reported in The Wall Street Journal) will be
computed on such amount and added thereto, with the resulting sum constituting
the amount of outstanding uncovered distribution charges with respect to such
day. The amount of outstanding uncovered distribution charges of the Principal
Underwriter calculated on any day does not constitute a liability recorded on
the financial statements of the Fund.

    The amount of uncovered distribution charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of shares upon which a
CDSC will be imposed, the level and timing of redemptions of shares upon which
no CDSC will be imposed (including redemptions of shares pursuant to the
exchange privilege which result in a reduction of uncovered distribution
charges), changes in the level of the net assets of the Class, and changes in
the interest rate used in the calculation of the distribution fee under the
Plan. Periods with a high level of sales of Class shares accompanied by a low
level of early redemptions of Class shares resulting in the imposition of CDSCs
will tend to increase the time during which there will exist uncovered
distribution charges of the Principal Underwriter.

    Currently, payments of sales commissions and distribution fees and of
service fees may equal 1% of a Class' average daily net assets per annum. For
actual payments made by the Fund and the outstanding uncovered distribution
charges of the Principal Underwriter, see Appendix B. The Trust believes that
the combined rate of all these payments may be higher than the rate of payments
made under distribution plans adopted by other investment companies pursuant to
Rule 12b-1. Although the Principal Underwriter will use its own funds (which may
be borrowed from banks) to pay sales commissions at the time of sale, it is
anticipated that the Eaton Vance organization will profit by reason of the
operation of the Plan through an increase in the Fund's assets (thereby
increasing the management fee payable to Eaton Vance by the Fund and the
Administration fees payable to Eaton Vance by the Portfolio) resulting from sale
of Fund shares and through the amounts paid to the Principal Underwriter,
including CDSCs, pursuant to the Plan. The Eaton Vance organization may be
considered to have realized a profit under the Plan if at any point in time the
aggregate amounts theretofore received by the Principal Underwriter pursuant to
the Plan, from the Adviser in consideration of the distribution efforts and from
CDSCs have exceeded the total expenses theretofore incurred by such organization
in distributing Class B shares of the Fund. Total expenses for this purpose will
include an allocable portion of the overhead costs of such organization and its
branch offices, which costs will include without limitation leasing expense,
depreciation of building and equipment, utilities, communication and postage
expense, compensation and benefits of personnel, travel and promotional expense,
stationery and supplies, literature and sales aids, interest expense, data
processing fees, consulting and temporary help costs, insurance, taxes other
than income taxes, legal and auditing expense and other miscellaneous overhead
items. Overhead is calculated and allocated for such purpose by the Eaton Vance
organization in a manner deemed equitable to the Trust.

    The Plan continues in effect from year to year for so long as such
continuance is approved at least annually by the vote of both a majority of (i)
the noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan (the
"Rule 12b-1 Trustees") and (ii) all of the Trustees then in office, and the
Distribution Agreement contains a similar provision. The Plan and Distribution
Agreement may be terminated at any time by vote of a majority of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
applicable Class. The Plan requires quarterly Trustee review of a written report
of the amount expended under the Plan and the purposes for which such
expenditures were made. The Plan may not be amended to increase materially the
payments described therein without approval of the shareholders of the affected
Class and the Trustees. So long as the Plan is in effect, the selection and
nomination of the noninterested Trustees shall be committed to the discretion of
such Trustees.

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

                       PORTFOLIO SECURITY TRANSACTIONS

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

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

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

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

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

   
    Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by the Adviser or its
affiliates. Whenever decisions are made to buy or sell securities by the
Portfolio and one or more of such other accounts simultaneously, the Adviser
will allocate the security transactions (including "hot" issues) in a manner
which it believes to be equitable under the circumstances. As a result of such
allocations, there may be instances where the Portfolio will not participate in
a transaction that is allocated among other accounts. If an aggregated order
cannot be filled completely, allocations will generally be made on a pro rata
basis. An order may not be allocated on a pro rata basis where, for example: (i)
consideration is given to portfolio managers who have been instrumental in
developing or negotiating a particular investment; (ii) consideration is given
to an account with specialized investment policies that coincide with the
particulars of a specific investment; (iii) pro rata allocation would result in
odd-lot or de minimis amounts being allocated to a portfolio or other client; or
(iv) where the Adviser reasonably determines that departure from a pro rata
allocation is advisable. While these aggregation and allocation policies could
have a detrimental effect on the price or amount of the securities available to
the Portfolio from time to time, it is the opinion of the Trustees of the Trust
and the Portfolio that the benefits from the Adviser's organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

    For the fiscal years ended December 31, 1996 and 1995, and for the period
from the Portfolio's start of business, November 30, 1994, to December 31, 1994,
the Portfolio paid brokerage commissions of $129,070, $28,313 and $2,170,
respectively, with respect to portfolio security transactions. Of this amount,
approximately $116,154, $23,739 and $2,710, respectively, was paid in respect of
portfolio security transactions aggregating approximately $16,622,828,
$3,720,149 and $405,241, respectively, to firms which provided some Research
Services to the Adviser's organization (although many of such firms may have
been selected in any particular transaction primarily because of their execution
capabilities).
    

                              OTHER INFORMATION

   
    The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated March 27, 1989,
as amended. On July 21, 1992, the Trust changed its name from Eaton Vance
Special Equities Fund to Eaton Vance Special Investment Trust. The Fund
established multiple classes of shares on January 1, 1998. The operations of
Class B reflect the operations of the Fund prior to such date. Class A is the
successor to the operations of a separate series of the Trust. Eaton Vance,
pursuant to its agreement with the Trust, controls the use of the words "Eaton
Vance" and "EV" in the Trust's name and may use the words "Eaton Vance" or "EV"
in other connections and for other purposes.

    The Declaration of Trust may be amended by the Trustees when authorized by a
majority of the outstanding voting securities of the Trust, the financial
interests of which are affected by the amendment. The Trustees may also amend
the Declaration of Trust without the vote or consent of shareholders to change
the name of the Trust or any series or to make such other changes as do not have
a materially adverse effect on the rights or interests of shareholders or if
they deem it necessary to conform the Declaration to the requirements of
applicable federal laws or regulations. The Trust's By-laws provide that the
Trust will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with any litigation or proceeding in which they may be
involved because of their offices with the Trust. However, no indemnification
will be provided to any Trustee or officer for any liability to the Trust of its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

    Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of the Fund shareholders and the Trust's
By-laws provide that the Trust shall assume the defense on behalf of any Fund
shareholders. (The Declaration also contains provisions limiting the liability
of a series or class to that series or class). Moreover, the Trust's By-laws
also provide for indemnification out of the property of the Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of
the Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Fund's business and the nature of its
assets, management believes that the possibility of the Fund's liability
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
    

    As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholder's meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-laws, the Trustees shall continue to hold office and may
appoint successor Trustees.

    The Trust's By-laws provide that no person shall serve a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The By-laws further provide
that under certain circumstances the shareholders may call a meeting to remove a
Trustee and that the Trust is required to provide assistance in communicating
with shareholders about such a meeting.

    In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.

    The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interests
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.

   
    The Portfolio's Declaration of Trust provides that the Fund and other
entities permitted to invest in the Portfolio (e.g., other U.S. and foreign
investment companies and common and commingled trust funds) will each be liable
for all obligations of the Portfolio. However, the risk of the Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance exists and the Portfolio itself is unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither the
Fund nor its shareholders will be adversely affected by reason of the Fund
investing in the Portfolio.
    

    The Portfolio's Declaration of Trust provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.

    The right to redeem can be suspended and the payment of the redemption price
deferred when the Exchange is closed (other than for customary weekend and
holiday closings), during periods when trading on the Exchange is restricted as
determined by the Commission, or during any emergency as determined by the
Commission which makes it impracticable for the Portfolio to dispose of its
securities or value its assets, or during any other period permitted by order of
the Commission for the protection of investors.
<PAGE>

                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

   
                             FINANCIAL STATEMENTS

    The audited financial statements of, and the independent auditors' reports
for the Fund and the Portfolio appear in the Fund's most recent annual report to
shareholders and the unaudited financial statements of the Fund and the
Portfolio appear in the Fund's most recent semiannual report to sharheolders,
both of which are incorporated by reference into this SAI. A copy of the Fund's
semi-annual and annual report accompanies this SAI.

    Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio for the fiscal year ended December 31, 1996 and the
unaudited financial information for the six-months ended June 30, 1997, as
previously filed electronically with the Commission: (Accession No.
0000928816-97-000055) and (Accession No. 0000950109-97-005876), respectively.
    
<PAGE>

   
                          APPENDIX A: CLASS A SHARES

                           PERFORMANCE INFORMATION

    The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to January 1, 1998 reflects the total return of the predecessor to Class A.
Total return prior to December 8, 1994 reflects the total return of Class B,
adjusted to reflect the Class A sales charge. The Class B total return has not
been adjusted reflect certain other expenses (such as distribution and/or
service fees). If such adjustments were made the Class A total return would be
different. The Value of Initial Investment reflects the deduction of the maximum
sales charge of 5.75%. Past performance is not indicative of future results.
Investment return and principal value will fluctuate; shares, when redeemed, may
be worth more or less than their original cost. Two asterisks (**) indicates
subsidized expenses. Return would have been lower without subsidies.

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

                                                                                   TOTAL RETURN                  TOTAL RETURN   
                                                                                EXCLUDING MAXIMUM             INCLUDING MAXIMUM 
                                              VALUE OF       VALUE OF              SALES CHARGE                  SALES CHARGE   
   INVESTMENT                INVESTMENT       INITIAL       INVESTMENT   ----------------------------  ----------------------------
     PERIOD*                    DATE         INVESTMENT     ON 6/30/97    CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
   ----------                ----------      ----------     ----------    ----------     ----------     ----------     ----------
<S>                           <C>             <C>           <C>           <C>            <C>            <C>            <C>   
Life of the Fund**            11/30/94        $942.51       $1,516.64       60.91%         20.25%         51.66%         17.52%
1 Year Ended
  6/30/97**                    6/30/96        $942.47       $1,186.67       25.91%         25.91%         18.67%         18.67%

 *Investment operations began on December 8, 1994.
**If a portion of the Portfolio's and the Fund's expenses had not been
  subsidized, the Fund would have had lower returns.
    
</TABLE>
<PAGE>

   
                          APPENDIX B: CLASS B SHARES

                              FEES AND EXPENSES
    

MANAGER

    As of December 31, 1996, the Fund had net assets of $6,724,633. For the
fiscal year ended December 31, 1996, absent a fee reduction, Eaton Vance would
have earned management fees of $10,732 (equivalent to 0.25% of the Fund's
average daily net assets for such year). To enhance the net income of the Fund,
Eaton Vance made a reduction of the full amount of its management fee and Eaton
Vance was allocated a portion of expenses related to the operation of the Fund
in the amount of $7,616. For the fiscal year ended December 31, 1995, Eaton
Vance earned management fees of $2,604 (equivalent to 0.25% of the Fund's
average daily net assets for such year.) To enhance the net income of the Fund,
Eaton Vance was allocated expenses in the amount of $27,937. For the period from
the start of business, November 30, 1994, to December 31, 1994, absent a fee
reduction, Eaton Vance would have earned management fees of $23 (equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period). To
enhance the net income of the Fund, Eaton Vance made a reduction of the full
amount of its management fee and was allocated a portion of expenses related to
the operation of the Fund in the amount of $732.

   
DISTRIBUTION PLAN

    During the fiscal year ended December 31, 1996, the Principal Underwriter
paid to Authorized Firms sales commissions of $72,865 on sales of Fund shares.
During the same period, the Fund made sales commission payments under the Plan
to the Principal Underwriter aggregating $32,288 and the Principal Underwriter
received approximately $29,130 in CDSCs imposed on early redeeming shareholders.
These sales commissions and CDSC payments reduced uncovered distribution charges
under the Plan. As at December 31, 1996, the outstanding uncovered distribution
charges of the Principal Underwriter calculated under the Plan amounted to
approximately $199,548. During the fiscal year ended December 31, 1996, the Fund
made service fee payments under the Plan aggregating $2,625, of which $2,607 was
paid to Authorized Firms and the balance of which was retained by the Principal
Underwriter.

PRINCIPAL UNDERWRITER

    For the fiscal year ended December 31, 1996, the Fund paid the Principal
Underwriter $110 for repurchase transactions handled by the Principal
Underwriter.

                           PERFORMANCE INFORMATION

    The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class B shares for the periods shown in
the table. Past performance is not indicative of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost. Information presented with two
asterisks(**) includes the effect of subsidizing expenses. Return would have
been lower without subsidies.
<TABLE>
<CAPTION>

                         VALUE OF A $1,000 INVESTMENT

                                                VALUE OF        VALUE OF
                                               INVESTMENT      INVESTMENT       
                                                 BEFORE          AFTER          TOTAL RETURN BEFORE          TOTAL RETURN AFTER 
                                             DEDUCTING THE   DEDUCTING THE         DEDUCTING THE               DEDUCTING THE    
                                                MAXIMUM         MAXIMUM            MAXIMUM  CDSC              MAXIMUM  CDSC**   
  INVESTMENT      INVESTMENT    AMOUNT OF         CDSC            CDSC       -------------------------    -------------------------
    PERIOD           DATE       INVESTMENT     ON 6/30/97      ON 6/30/97     CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
  -----------     ----------    ----------   -------------   -------------    ----------    ----------    ----------    ----------
<S>               <C>           <C>          <C>             <C>              <C>           <C>           <C>           <C>
Life of the
 Fund**           11/30/94*       $1,000       $1,579.45       $1,539.45        57.94%        19.38%        53.94%        18.20%
1 Year Ended
 6/30/97**         6/30/96        $1,000       $1,255.52       $1,205.52        25.55%        25.55%        20.55%        20.55%

  *Investment operations began on November 30, 1994.
</TABLE>

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As of November 30, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
November 30, 1997, Merrill, Lynch, Pierce, Fenner & Smith, Inc., Jacksonville,
FL was the record owner of approximately 20.0% of the outstanding shares which
were held on behalf of its customers who are beneficial owners of such shares,
and as to which it had voting power under certain limited circumstances. To the
knowledge of the Trust, no other person owned of record or beneficially 5% or
more of the Fund's outstanding shares as of such date.
    
<PAGE>

   
                                                                    APPENDIX C
    

                      DESCRIPTION OF SECURITIES RATINGS+

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

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

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

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

        SECURITIES IN WHICH THE PORTFOLIO MAY INVEST WILL INCLUDE THOSE
                          IN THE FOLLOWING CATEGORIES:

Baa: Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

   
NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the Company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the Company ranks in the
lower end of its generic rating category.
    

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

INVESTMENT GRADE

AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

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

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

   
- ----------
+ Investors should note that the assignment of a rating to a bond by a rating
  service may not reflect the effect of recent developments on the issuer's
  ability to make interest and principal payments.

        SECURITIES IN WHICH THE PORTFOLIO MAY INVEST WILL INCLUDE THOSE
                          IN THE FOLLOWING CATEGORIES:
    

BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

    Debt rated BB, B, CCC, CC and C is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC debt rating.

C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

C1: The rating C1 reserved for income bonds on which no interest is being paid.

D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy.

NOTES: Debt which is unrated exposes the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated speculative obligations. The Portfolio is dependent on the
Investment Adviser's judgment, analysis and experience in the evaluation of such
debt.

<PAGE>
[LOGO]
                       Investing

                       for the

                       21st
EATON VANCE
==============         Century
Mutual Funds


- --------------------------------------------------------------------------------
EATON VANCE
EMERGING MARKETS FUND





   
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1, 1998
    



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

SPONSOR AND MANAGER OF EATON VANCE EMERGING MARKETS FUND
Administrator of Emerging Markets 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

EATON VANCE DISTRIBUTORS, INC.,
24 Federal Street, Boston, MA 02110 (800) 225-6265

CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group,
P.O. Box 5123, Westborough, MA 01581-5123 (800) 262-1122

INDEPENDENT ACCOUNTANTS
   
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110                EMSAI
    
<PAGE>
                                     PART B
         INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

   
                                                        STATEMENT OF
                                                        ADDITIONAL INFORMATION
                                                        January 1, 1998

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

    This Statement of Additional Information provides general information
about Eaton Vance Greater India Fund (the "Fund") and South Asia Portfolio
(the "Portfolio"). This Statement of Additional Information is sometimes
referred to herein as the "SAI".
- -------------------------------------------------------------------------------

                              TABLE OF CONTENTS

                                                                           Page

Additional Information about Investment Policies ........................     1
Investment Restrictions .................................................     4
Trustees and Officers ...................................................     5
Management of the Fund and the Portfolio ................................     8
Custodian ...............................................................    11
Services for Accumulation -- Class A Shares .............................    11
Service for Withdrawal ..................................................    12
Determination of Net Asset Value ........................................    12
Investment Performance ..................................................    13
Taxes ...................................................................    14
Principal Underwriter ...................................................    16
Distribution Plans ......................................................    17
Portfolio Security Transactions .........................................    19
Other Information .......................................................    20
Independent Certified Public Accountants ................................    22
Financial Statements ....................................................    22
Appendix A -- Class A Shares ............................................   a-1
Appendix B -- Class B Shares ............................................   b-1
Appendix C -- Country Information .......................................   c-1
Appendix D -- Distribution of Securities Ratings ........................   d-1
- -------------------------------------------------------------------------------

    THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JANUARY 1, 1998, AS SUPPLEMENTED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS STATEMENT OF
ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A
COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE
DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR ADDRESS AND
PHONE NUMBER).
    
<PAGE>

   
    This SAI provides information about the Fund and the Portfolio. Capitalized
terms used in this SAI and not otherwise defined have the meanings given them in
the Prospectus. The Fund is subject to the same investment policies as those of
the Portfolio. The Fund currently seeks to achieve its objective by investing in
the Portfolio.
    

                ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

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

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

    Currency swaps require maintenance of a segregated account described under
"Asset Coverage Requirements" below. The Portfolio will not enter into any
currency swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the other party thereto is considered to be investment
grade by the Adviser.

    The Portfolio may enter into forward foreign currency exchange contracts in
several circumstances. First, when the Portfolio enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Portfolio anticipates the receipt in a foreign currency of dividend or interest
payments on such a security which it holds, the Portfolio may desire to "lock
in" the U.S. dollar price of the security or the U.S. dollar equivalent of such
dividend or interest payment, as the case may be. By entering into a forward
contract for the purchase or sale, for a fixed amount of dollars, of the amount
of foreign currency involved in the underlying transactions, the Portfolio will
attempt to protect itself against an adverse change in the relationship between
the U.S. dollar and the subject foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received. Additionally, when the Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the securities held by the Portfolio denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. The precise projection of
short-term currency market movements is not possible, and short-term hedging
provides a means of fixing the dollar value of only a portion of the Portfolio's
foreign assets. The Portfolio generally will not enter into a forward contract
with a term of greater than one year.

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

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

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

REPURCHASE AGREEMENTS. Under a repurchase agreement the Portfolio buys a
security at one price and simultaneously promises to sell that same security
back to the seller at a higher price. At no time will the Portfolio commit more
than 15% of its net assets to repurchase agreements which mature in more than
seven days and other illiquid securities. The Portfolio's repurchase agreements
will provide that the value of the collateral underlying the repurchase
agreement will always be at least equal to the repurchase price, including any
accrued interest earned on the repurchase agreement, and will be marked to
market daily.

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

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

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

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

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity of
one year or less). A 100% annual turnover rate could occur, for example, if all
the securities in the portfolio were replaced once in a period of one year. A
high turnover rate (100% or more) necessarily involves greater expenses to the
Portfolio. The Portfolio engages in portfolio trading (including short-term
trading) if it believes that a transaction including all costs will help in
achieving its investment objective either by increasing income or by enhancing
the Portfolio's net asset value. Short-term trading may be advisable in light of
a change in circumstances of a particular company or within a particular
industry, or in light of general market, economic or political conditions. High
portfolio turnover may also result in the realization of substantial net
short-term capital gains. For the fiscal years ended December 31, 1996 and
December 31, 1995, the Portfolio's turnover rate was 46% and 38%, respectively.

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

                           INVESTMENT RESTRICTIONS

    The Fund and the Portfolio have each adopted the following investment
restrictions which may not be changed without the approval by the holders of a
majority of the outstanding voting securities of the Fund or the Portfolio, as
the case may be, which as used in this SAI means the lesser of (a) 67% or more
of the outstanding voting securities of the Fund or the Portfolio, as the case
may be, present or represented by proxy at a meeting if the holders of more than
50% of the outstanding voting securities of the Fund or the Portfolio are
present or represented at the meeting or (b) more than 50% of the outstanding
voting securities of the Fund or the Portfolio. Neither the Fund nor the
Portfolio may:

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

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

    (3) Underwrite securities of other issuers.

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

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

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

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

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

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

    The Fund and the Portfolio have each adopted the following investment
policies which may be changed without shareholder or investor approval. Neither
the Fund nor the Portfolio may invest more than 15% of its net assets in
investments which are not readily marketable, including restricted securities
and repurchase agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust or the Portfolio, or its delegate, determines to be
liquid. Neither the Fund nor the Portfolio will purchase warrants if, as a
result of such purchase, more than 5% of the Portfolio's or the Fund's net
assets, as the case may be (taken at current value), would be invested in
warrants, and the value of such warrants which are not listed on the New York or
American Stock Exchange may not exceed 2% of the Portfolio's or the Fund's net
assets; this policy does not apply to or restrict warrants acquired by the
Portfolio or the Fund in units or attached to securities, inasmuch as such
warrants are deemed to be without value. Neither the Fund nor the Portfolio will
purchase any securities if at the time of such purchase, permitted borrowings
under investment restriction (1) above exceed 5% of the value of the Portfolio's
or the Fund's total assets, as the case may be. Neither the Fund nor the
Portfolio will purchase or retain in its portfolio any securities issued by an
issuer any of whose officers, directors, trustees or security holders is an
officer or Trustee of the Trust or is a member, officer, director or trustee of
any investment adviser of the Trust or the Portfolio if after the purchase of
the securities of such issuer by the Fund or the Portfolio one or more of such
persons owns beneficially more than 1/2 of 1% of the shares or securities or
both (all taken at market value) of such issuer and such persons owning more
than 1/2 of 1% of such shares or securities together own beneficially more than
5% of such shares or securities or both (all taken at market value).

    Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's or the Portfolio's acquisition
of such security or asset. Accordingly, any later increase or decrease resulting
from a change in values, assets or other circumstances, or any subsequent rating
change below investment grade made by a rating service, will not compel the Fund
or the Portfolio, as the case may be, to dispose of such security or other
asset. Notwithstanding the foregoing, under normal market conditions the Fund
and the Portfolio must take actions necessary to comply with the policy of
investing at least 65% of total assets in Greater India investments. Moreover,
the Fund and Portfolio must always be in compliance with the borrowing policies
set forth above and may not invest more than 15% of net assets in illiquid
securities.
    

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

                            TRUSTEES AND OFFICERS

   
    The Trustees and officers of the Trust and the Portfolio are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Fund's sponsor and
manager, Eaton Vance, of Eaton Vance's wholly-owned subsidiary, Boston
Management and Research ("BMR"), of Eaton Vance's parent, Eaton Vance Corp.
("EVC"), and of Eaton Vance's trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and
EV are both wholly-owned subsidiaries of EVC. The business address of the
Adviser is 3808 One Exchange Square, Central, Hong Kong. Those Trustees who are
"interested persons" of the Trust or the Portfolio as defined in the 1940 Act by
virtue of their affiliation with the Adviser, Eaton Vance, BMR, EVC or EV, are
indicated by an asterisk (*).

                    TRUSTEES OF THE TRUST AND THE PORTFOLIO

JAMES B. HAWKES (56), President of the Trust, Vice President of the Portfolio
and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR, EVC and
  EV, and a Director of EVC and EV. Director or Trustee and officer of various
  investment companies managed by Eaton Vance or BMR. Director of LGM.

HON. ROBERT LLOYD GEORGE (45), President and Trustee of the Portfolio*
Chairman and Chief Executive Officer of LGM and of the Adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

M. DOZIER GARDNER (64), Trustee of the Trust*
Vice Chairman of Eaton Vance, BMR, EVC and EV and a Director of EVC and EV.
  Director or Trustee and officer of various investment companies managed by
  Eaton Vance or BMR. Mr. Gardner was elected Trustee of the Trust on November
  20, 1995.

EDWARD K.Y. CHEN (52), Trustee of the Portfolio
President of Lingnan College in Hong Kong. Professor and Director of Centre of
  Asian Studies at the University of Hong Kong from 1979-1995. Director of
  First Pacific Company, Asia Satellite Telecommunications Holdings Ltd. and a
  Board Member of the Mass Transit Railway Corporation.  Member of the
  Executive Council of the Hong Kong Government from 1992-1997 and Chairman of
  the Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong


DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
  company); Chairman of the Board of Newspapers of New England, Inc. Director
  or Trustee of various investment companies managed by Eaton Vance or BMR.
  Mr. Dwight was elected Trustee of the Portfolio on May 13, 1996.
Address: Clover Mill Lane, Lyme, New Hampshire 03768
    

SAMUEL L. HAYES, III (62), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
  School of Business Administration. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
  Soldiers Field Road, Boston, Massachusetts 02163


   
NORTON H. REAMER (62), Trustee
President and Director, United Asset Management Corporation (a holding company
  owning institutional investment management firms); Chairman, President and
  Director, UAM Funds (mutual funds). Director or Trustee of various investment
  companies managed by Eaton Vance or BMR. Mr. Reamer was elected Trustee of the
  Portfolio on May 13, 1996.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (71), Trustee of the Trust
Formerly Director of Fiduciary Company Incorporated. Director or Trustee of
  various investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
    

JACK L. TREYNOR (67), Trustee of the Trust
Investment Adviser and Consultant. Director or Trustee of various investment
  companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

                   OFFICERS OF THE TRUST AND THE PORTFOLIO

   
SCOBIE DICKINSON WARD (31), Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio
Director of LGM and Chief Investment Officer of the Adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (47), Vice President and Assistant Treasurer of the
Portfolio Director, Finance Director and Chief Operating Officer of the Adviser.
  Director of LGM.
Address: 3808 One Exchange Square, Central, Hong Kong

EDWARD E. SMILEY, JR. (53), Vice President of the Trust
Vice President of Eaton Vance, BMR and EV since November 1, 1996; Senior
  Product Manager, Equity Management for TradeStreet Investment Associates,
  Inc., a  wholly-owned subsidiary of Nations Bank (1992-1996). Mr. Smiley was
  elected  Vice President of the Trust on October 18, 1996.
    

JAMES L. O'CONNOR (52), Vice President of the Portfolio and Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

   
ALAN R. DYNNER (57), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance, EVC and EV since
  November 1, 1996. Previously, Mr. Dynner was a Partner of the law firm of
  Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and was Executive
  Vice President of Neuberger & Berman Management, Inc., a mutual fund
  management company. Officer of various investment companies managed by Eaton
  Vance or BMR. Mr. Dynner was elected Secretary of the Trust and the Portfolio
  on June 23, 1997.

JANET E. SANDERS (62), Assistant Treasurer of the Trust and Assistant
Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (35), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
  employee of Eaton Vance since March 1993. State Regulations Supervisor, The
  Boston Company (1991-1993). Officer of various investment companies managed by
  Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on
  March 27, 1995 and of the Portfolio on May 29, 1995.

ERIC G. WOODBURY (40), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
  associate attorney at Dechert, Price & Rhoads. Officer of various investment
  companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant
  Secretary of the Trust on June 19, 1995 and of the Portfolio on May 29, 1995.
    

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

    The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio is comprised of four Trustees who are not "interested persons" as that
term is defined under the 1940 Act ("noninterested Trustees"). The Committee has
four-year staggered terms, with one member rotating off the Committee to be
replaced by another noninterested Trustee. The purpose of the Committee is to
recommend to the Board nominees for the position of noninterested Trustee and to
assure that at least a majority of the Board of Trustees is independent of Eaton
Vance, the Adviser or its affiliates.

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

    Trustees of the Portfolio (except Mr. Chen) who are not affiliated with the
Adviser may elect to defer receipt of all or a percentage of their annual fees
received from certain Eaton Vance sponsored funds in accordance with the terms
of a Trustees Deferred Compensation Plan (the "Trustees" Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Portfolio in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Neither the Portfolio
nor the Trust participates in the Trustees' Plan or has a retirement plan for
its Trustees.

   
    The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Fund or
the Portfolio.) During the fiscal year ended December 31, 1996, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees from the Fund, the Portfolio and
the funds in the Eaton Vance fund complex(1):
                              
                               AGGREGATE        AGGREGATE    TOTAL COMPENSATION
                              COMPENSATION    COMPENSATION       FROM TRUST
NAME                         FROM TRUST(2)   FROM PORTFOLIO   AND FUND COMPLEX
- ----                         -------------   --------------   -----------------
Hon. Edward K.Y. Chen .....       $  0           $6,250           $ 22,450
Donald R. Dwight ..........        268              768            145,000(3)
Samuel L. Hayes, III ......        242            3,381            157,500(4)
Stuart Hamilton Leckie(6) .          0            3,750             11,250
Norton H. Reamer ..........        239              839            145,000
John L. Thorndike .........        248             --              150,000(5)
Jack L. Treynor ...........        266             --              150,000
- ------------
(1) As of January 1, 1998, the Eaton Vance fund complex consists of 159
    registered investment companies or series thereof.
(2) The Trust consisted of 16 Funds as of December 31, 1996.
(3) Includes $45,000 of deferred compensation.
(4) Includes $20,429 of deferred compensation.
(5) Includes $28,125 of deferred compensation.
(6) Resigned as a Trustee on May 13, 1996.
    

                   MANAGEMENT OF THE FUND AND THE PORTFOLIO

    Eaton Vance acts as sponsor and manager of the Fund and the administrator
of the Portfolio. The Portfolio has engaged Lloyd George Investment Management
(Bermuda) Limited as its investment adviser.

THE ADVISER

    As investment adviser to the Portfolio, the Adviser manages the Portfolio's
investments, subject to the supervision of the Board of Trustees of the
Portfolio. The Adviser is also responsible for effecting all security
transactions on behalf of the Portfolio, including the allocation of principal
transactions and portfolio brokerage and the negotiation of commissions. See
"Portfolio Security Transactions". Under the investment advisory agreement, the
Adviser receives a monthly advisory fee computed by applying the annual asset
rate applicable to that portion of the average daily net assets of the Portfolio
throughout the month in each Category as indicated below:

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

    As of December 31, 1996, the Portfolio had net assets of $103,923,393. For
the fiscal years ended December 31, 1996 and 1995, the Adviser earned advisory
fees of $807,758 and $336,008, respectively, (equivalent to 0.75% of the
Portfolio's average daily net assets for each such year). For the period from
the start of business, May 2, 1994, to December 31, 1994, the Adviser earned
advisory fees of $197,675 (equivalent to 0.75% (annualized) of the Portfolio's
average daily net assets for such period).

   
    Eaton Vance is among the oldest mutual fund organizations in the country. As
an experienced mutual fund provider, Eaton Vance has contributed to making the
securities market more widely accessible to investors. Eaton Vance equity funds
provide a way to take advantage of the potentially higher returns of individual
stocks. Eaton Vance has a staff of more than 25 investment professionals
specializing in security analysis and equity management.
    

    The Eaton Vance investment process stresses intensive fundamental research.
Portfolios are built on a stock-by-stock basis and the process includes visits
to companies under consideration. The process also focuses on well-managed
companies with the following characteristics: strong underlying value or
franchise; solid earnings growth; steady cash flow, strong balance sheet;
innovative products or services; potential for sustained growth; seasoned,
creative management; or ability to survive variable market conditions.

    By investing in diversified portfolios and employing prudent and
professional management, Eaton Vance mutual funds can provide attractive return,
while exposing shareholders to less risk than if they were to build investment
portfolios on their own. Eaton Vance employs rigorous buy and sell disciplines.
For instance, purchases are made with an eye to both relative and absolute
growth rates and price/earnings ratios, and sales are made when a stock is fully
valued, fundamentals deteriorate, management fails to execute its strategy, or
more attractive alternatives are available.

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

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

   
    The directors of the Adviser are the Honorable Robert Lloyd George, William
Walter Raleigh Kerr, M.F. Tang, Scobie Dickinson Ward, Pamela Chan, Adaline
Mang-Yee Ko, Peter Bubenzer and Judith Collins. The Hon. Robert Lloyd George is
Chairman and Chief Executive Officer of the Adviser and Mr. Kerr is Chief
Operating Officer of the Adviser. The business address of the first six
individuals is 3808 One Exchange Square, Central, Hong Kong and of the last two
is Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda.
    

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

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

    Eaton Vance mutual funds are distributed by the Principal Underwriter both
within the United States and offshore. The Principal Underwriter believes that
an investment professional can provide valuable services to you to help you
reach your investment goals. Meeting investment goals requires time, objectivity
and investment savvy. Before making an investment recommendation, a
representative can help you carefully consider your short- and long-term
financial goals, your tolerance for investment risk, your investment time frame,
and other investments you may already own. Your professional investment
representatives are knowledgeable about financial markets, as well as the wide
range of investment opportunities available. A representative can provide you
with tailored financial advice and help you decide when to buy, sell or
persevere with your investments.

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

MANAGER, SPONSOR AND ADMINISTRATOR

    See "Management of the Fund and the Portfolio" in the Prospectus for a
description of the services Eaton Vance performs as manager and sponsor of the
Fund and administrator of the Portfolio. Under Eaton Vance's management contract
with the Fund and administration agreement with the Portfolio, Eaton Vance
receives a monthly management fee from the Fund and a monthly administration fee
from the Portfolio. Each fee is computed by applying the annual asset rate
applicable to that portion of the average daily net assets of the Fund or the
Portfolio throughout the month in each Category as indicated below:

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

    As of December 31, 1996, the Portfolio had net assets of $103,923,393. For
the fiscal years ended December 31, 1996 and 1995, Eaton Vance earned
administration fees of $269,055 and $112,256, respectively, (equivalent to 0.25%
of the Portfolio's average daily net assets for each such year). For the period
from the start of business, May 2, 1994, to December 31, 1994, Eaton Vance
earned administration fees of $65,898 (equivalent to 0.25% (annualized) of the
Portfolio's average daily net assets for such period).

    For the management fees that the Fund paid to Eaton Vance, see Appendix B.

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

    The Fund and the Portfolio, as the case may be, will each be responsible for
all of its respective costs and expenses not expressly stated to be payable by
the Adviser under the investment advisory agreement, by Eaton Vance under the
management contract or the administration agreement, or by the Principal
Underwriter under the distribution agreement. Such costs and expenses to be
borne by each of the Fund or the Portfolio, as the case may be, include, without
limitation: custody and transfer agency fees and expenses, including those
incurred for determining net asset value and keeping accounting books and
records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering under the securities
laws; expenses of reports to shareholders and investors; proxy statements, and
other expenses of shareholders' or investors' meetings; insurance premiums,
printing and mailing expenses; interest, taxes and corporate fees; legal and
accounting expenses; compensation and expenses of Trustees not affiliated with
Eaton Vance or the Adviser; distribution and service fees payable by each Class
under its Rule 12b-1 distribution plan; and investment advisory, management and
administration fees. The Fund and the Portfolio, as the case may be, will also
each bear expenses incurred in connection with any litigation in which the Fund
or the Portfolio, as the case may be, is a party and any legal obligation to
indemnify its respective officers and Trustees with respect thereto, to the
extent not covered by insurance.

    Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR.
The Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A.
Rowland, Jr. The Directors of EVC consist of the same persons and John G.L.
Cabot and Ralph Z. Sorenson. Mr. Hawkes is Chairman and Mr. Gardner is vice
chairman. Mr. Hawkes is president and chief executive officer of EVC, Eaton
Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and
of EV are owned by EVC. All of the issued and outstanding shares of BMR are
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Gardner, Hawkes and Rowland and Alan R. Dynner, Thomas E. Faust, Jr., William
M. Steul and Wharton P. Whitaker. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting
trust receipts issued under said Voting Trust are owned by certain of the
officers of Eaton Vance and BMR who are also officers or officers and
Directors of EVC and EV. As of December 31, 1997, Messrs. Gardner and Hawkes
each owned 24% of such voting trust receipts Messrs. Dynner, Steul and
Whitaker each owned 8%, and Messrs. Rowland and Faust, owned 15% and 13%,
respectively. Messrs. Gardner, Hawkes and Dynner, who are officers or Trustees
of the Trust and the Portfolio, are members of the EVC, Eaton Vance, BMR and
EV organizations. Messrs. Murphy, O'Connor, Smiley and Woodbury and Ms.
Sanders are officers of the Trust and/or the Portfolio, and are also members
of the Eaton Vance, BMR and EV organizations.

    Eaton Vance owns all the stock of Northeast Properties, Inc., which is
engaged in real estate investment. EVC owns all the stock of Fulcrum Management,
Inc. and MinVen, Inc., which are engaged in precious metal mining venture
investment and management. EVC also owns approximately 21% of the Class A shares
issued by LGM, the parent of the Adviser. EVC, Eaton Vance, BMR and EV may also
enter into other businesses.
    

    EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Fund and
the Portfolio, IBT. It is Eaton Vance's opinion that the terms and conditions of
such transactions will not be influenced by existing or potential custodial or
other relationships between the Fund or the Portfolio and such banks.

                                  CUSTODIAN

    IBT acts as custodian for the Fund and the Portfolio. IBT has the custody of
all cash and securities of the Fund and all securities of the Portfolio
purchased in the United States, maintains the Fund's and the Portfolio's general
ledger and computes the daily net asset value of interests in the Portfolio and
the net asset value of shares of the Fund. In such capacities IBT attends to
details in connection with the sale, exchange, substitution, transfer or other
dealings with the Fund's and the Portfolio's respective investments, receives
and disburses all funds, and performs various other ministerial duties upon
receipt of proper instructions from the Fund and the Portfolio, respectively.

    Portfolio securities, if any, purchased by the Portfolio in the U.S. are
maintained in the custody of IBT or of other domestic banks or depositories.
Portfolio securities purchased outside of the U.S. are maintained in the custody
of foreign banks and trust companies that are members of IBT's Global Custody
Network, or foreign depositories used by such foreign banks and trust companies.
Each of the domestic and foreign custodial institutions holding portfolio
securities has been approved by the Board of Trustees of the Portfolio in
accordance with regulations under the 1940 Act.

   
    IBT charges fees which are competitive within the industry. These fees for
the Portfolio relate to, (1) custody services based upon a percentage of the
market values of Portfolio securities; (2) bookkeeping and valuation services
provided at an annual rate; (3) activity charges, primarily the result of the
number of portfolio transactions; and (4) reimbursement of out-of-pocket
expenses. These fees are then reduced by a credit for cash balances of the
Portfolio at the custodian equal to 75% of the 91-day U.S. Treasury Bill auction
rate applied to the Portfolio's average daily collected balances. The portion of
the fee for the Fund related to bookkeeping and pricing services is based upon a
percentage of the Fund's net assets and the portion of the fee related to
financial statement preparation is a fixed amount.
    

    IBT also provides services in connection with the preparation of shareholder
reports and the electronic filing of such reports with the Commission for which
it receives a separate fee.

   
                 SERVICES FOR ACCUMULATION -- CLASS A SHARES

    The following services are voluntary, involve no extra charge, other than
the sales charge included in the offering price, and may be changed or
discontinued without penalty at any time.

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

    Right of Accumulation -- Cumulative Quantity Discount. The applicable sales
charge level for the purchase of Class A shares is calculated by taking the
dollar amount of the current purchase and adding it to the value (calculated at
the maximum current offering price) of the shares the shareholder owns in his or
her account(s) in the Fund and shares of other funds exchangeable for Class A
shares. The sales charge on the shares being purchased will then be at the rate
applicable to the aggregate. Shares purchased (i) by an individual, his or her
spouse and their children under the age of twenty-one, and (ii) by a trustee,
guardian or other fiduciary of a single trust estate or a single fiduciary
account, will be combined for the purpose of determining whether a purchase will
qualify for the Right of Accumulation and if qualifying, the applicable sales
charge level.

    For any such discount to be made available, at the time of purchase a
purchaser or his or her Authorized Firm must provide the Principal Underwriter
(in the case of a purchase made through an Authorized Firm) or the Transfer
Agent (in the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Confirmation of the order is subject to such verification. The Right
of Accumulation privilege may be amended or terminated at any time as to
purchases occurring thereafter.
    

                            SERVICE FOR WITHDRAWAL

   
    The Transfer Agent will send to the shareholder regular monthly or quarterly
payments of any permitted amount designated by the shareholder based upon the
value of the shares held. The checks will be drawn from share redemptions and
hence, although they are a return of principal, may require the recognition of
taxable gain or loss. Income dividends and capital gain distributions in
connection with withdrawal accounts will be credited at net asset value as of
the record date for each distribution. Continued withdrawals in excess of
current income will eventually use up principal, particularly in a period of
declining market prices. A shareholder may not have a withdrawal plan in effect
at the same time he or she has authorized Bank Automated Investing or is
otherwise making regular purchases of Fund shares. The shareholder, the Transfer
Agent or the Principal Underwriter will be able to terminate the withdrawal plan
at any time without penalty.

                       DETERMINATION OF NET ASSET VALUE

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

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

   
    Each investor in the Portfolio, including the Fund, may add to or reduce its
investment in the Portfolio on each day the Exchange is open for trading
("Portfolio Business Day") as of the close of regular trading on the Exchange
(the "Portfolio Valuation Time"). The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage, determined on the prior Portfolio Business Day, which
represented that investor's share of the aggregate interests in the Portfolio on
such prior day. Any additions or withdrawals for the current Portfolio Business
Day will then be recorded. Each investor's percentage of the aggregate interests
in the Portfolio will then be recomputed as the percentage equal to the fraction
(i) the numerator of which is the value of such investor's investment in the
Portfolio as of the close of Portfolio Valuation Time on the prior Portfolio
Business Day plus or minus, as the case may be, that amount of any additions to
or withdrawals from the investor's investment in the Portfolio on the current
Portfolio Business Day, and (ii) the denominator of which is the aggregate net
asset value of the Portfolio as of the Portfolio Valuation Time on the prior
Portfolio Business Day plus or minus, as the case may be, the amount of the net
additions to or withdrawals from the aggregate investment in the Portfolio on
the current Portfolio Business Day by all investors in the Portfolio. The
percentage so determined will then be applied to determine the value of the
investor's interest in the Portfolio for the current Portfolio Business Day. The
Fund and Portfolio will be closed for business and will not price their shares
on the following business holidays: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
    

                            INVESTMENT PERFORMANCE

   
    Average annual total return is determined separately for each Class of
shares of the Fund by multiplying a hypothetical initial purchase order of
$1,000 by the average annual compound rate of return (including capital
appreciation/depreciation, and distributions paid and reinvested) for the stated
period and annualizing the result. The calculation assumes (i) that all
distributions are reinvested at net asset value on the reinvestment dates during
the period, (ii) the deduction of the maximum sales charge from the initial
$1,000 purchase order for Class A shares, (iii) a complete redemption of the
investment and (iv) the deduction of any CDSC at the end of the period. For
information concerning the total return of the Classes of the Fund, see Appendix
A and Appendix B.

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

    Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data and performance studies
prepared by independent organizations or included in various publications
reflecting the investment performance or return achieved by various classes and
types of investments (e.g. common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, intermediate-term government bonds,
U.S. Treasury bills) over various periods of time. This information may be used
to illustrate the benefits of long-term investments in common stocks.
Information about the portfolio allocation, portfolio turnover and holdings of
the Portfolio may be included in advertisements and other material furnished to
present and prospective shareholders.

    Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:
    

  --cost associated with aging parents;
  --funding a college education (including its actual and estimated cost);
  --health care expenses (including actual and projected expenses);
  --long-term disabilities (including the availability of, and coverage
    provided by, disability insurance); and
  --retirement (including the availability of social security benefits, the tax
    treatment of such benefits and statistics and other information relating to
    maintaining a particular standard of living and outliving existing assets).

    Such information may also address different methods for saving money and the
results of such methods, as well as the benefits of investing in equity
securities. Such information may describe: the potential for growth; the
performance of equities as compared to other investment vehicles; and the value
of investing as early as possible and regularly, as well as staying invested.
The benefits of investing in equity securities by means of a mutual fund may
also be included (such benefits may include diversification, professional
management and the variety of equity mutual fund products).

    Information in advertisements and materials furnished to present and
prospective investors may include profiles of different types of investors
(i.e., investors with different goals and assets) and different investment
strategies for meeting specific financial goals. Such information may provide
hypothetical illustrations which include: results of various investment
strategies; performance of an investment in the Fund over various time periods;
and results of diversifying assets among several investments with varying
performance. Information in advertisements and materials furnished to present
and prospective investors may also include quotations (including editorial
comments) and statistics concerning investing in securities, as well as
investing in particular types of securities and the performance of such
securities.

   
    The Trust or Principal Underwriter may provide investors with information on
global investing, which may include descriptions, comparisons, charts and/ or
illustrations of foreign and domestic equity market capitalizations; returns
obtained by foreign and domestic securities; and the effects of globally
diversifying an investment portfolio (including volatility analysis and
performance information). Such information may be provided for a variety of
countries over varying time periods.

    The Trust or Principal Underwriter may provide information about Eaton
Vance, its affiliates and other investment advisers to the funds in the Eaton
Vance Family of Funds in sales material or advertisements provided to investors
or prospective investors. Such material or advertisements may also provide
information on the use of investment professionals by such investors.
    

                                    TAXES

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

    In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by December
31 of each calendar year at least 98% of its ordinary income for such year, at
least 98% of its capital gain net income (which is the excess of its realized
capital gains over its realized capital losses), generally computed on the basis
of the one-year period ending on October 31 of such year, after reduction by (i)
any available capital loss carryforwards and (ii) 100% of any income and capital
gains from the prior year (as previously computed) that was not paid out during
such year and on which the Fund paid no federal income tax. Under current law,
provided that the Fund qualifies as a RIC for federal income tax purposes and
the Portfolio is treated as a partnership for Massachusetts and federal tax
purposes, neither the Fund nor the Portfolio should be liable for any income,
corporate excise or franchise tax in the Commonwealth of Massachusetts.
    

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

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

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

    Distributions by the Fund of the excess of net long-term capital gains over
net short-term capital losses earned by the Portfolio and allocated to the Fund,
taking into account any capital loss carryforwards that may be available to the
Fund in years after its first taxable year, are taxable to shareholders of the
Fund as long-term capital gains, whether received in cash or in additional
shares and regardless of the length of time their shares have been held.

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

   
    Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
("TIN") and certain certifications required by the IRS, as well as shareholders
with respect to whom the Fund has received certain information from the IRS or a
broker, may be subject to "backup" withholding of federal income tax arising
from the Fund's taxable dividends and other distributions as well as the
proceeds of redemption transactions (including repurchases and exchanges) at a
rate of 31%. An individual's TIN is generally his or her social security number.

                            PRINCIPAL UNDERWRITER

    The Trust has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Trust will exceed
the amounts paid therefor. For the amount paid by the Trust to the Principal
Underwriter for acting as repurchase agent for Class B shares, see Appendix B.

    CLASS A SHARES. Class A shares of the Fund may be continuously purchased at
the public offering price through Authorized Firms which have agreements with
the Principal Underwriter. The Trust reserves the right to suspend or limit the
offering of its shares to the public at any time. The public offering price is
the net asset value next computed after receipt of the order, plus, where
applicable, a variable percentage (sales charge) depending upon the amount of
purchase as indicated by the sales charge table set forth in the Prospectus.
Such table is applicable to purchases of a Fund alone or in combination with
purchases of certain other funds offered by the Principal Underwriter, made at a
single time by (i) an individual, or an individual, his spouse and their
children under the age of twenty-one, purchasing shares for his or their own
account, and (ii) a trustee or other fiduciary purchasing shares for a single
trust estate or a single fiduciary account. The table is also presently
applicable to (1) purchases of Class A shares pursuant to a written Statement of
Intention or (2) purchases of Class A shares pursuant to the Right of
Accumulation and declared as such at the time of purchase.

    Subject to the applicable provisions of the 1940 Act, the Trust may issue
Class A shares at net asset value in the event that an investment company
(whether a regulated or private investment company or a personal holding
company) is merged or consolidated with or acquired by the Class. Normally no
sales charges will be paid in connection with an exchange of Class A shares for
the assets of such investment company. Class A shares may be sold at net asset
value to any officer, director, trustee, general partner or employee of the
Trust, the Portfolio or any investment company for which Eaton Vance or BMR acts
as investment adviser, any investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance, or any officer, director or employee of any
parent, subsidiary or other affiliate of Eaton Vance. The terms "officer,"
"director," "trustee," "general partner" or "employee" as used in this paragraph
include any such person's spouse and minor children, and also retired officers,
directors, trustees, general partners and employees and their spouses and minor
children. Class A shares may also be sold at net asset value to registered
representatives and employees of Authorized Firms and to the spouses and
children under the age of 21 and beneficial accounts of such persons.

    The Principal Underwriter acts as principal in selling Class A shares under
a Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising are borne by the Principal Underwriter.
The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under federal and
state securities laws are borne by the Fund. The Distribution Agreement is
renewable annually by the Board of Trustees of the Trust (including a majority
of the noninterested Trustees), may be terminated on six months' notice by
either party and is automatically terminated upon assignment. The Principal
Underwriter distributes Class A shares on a "best efforts" basis under which it
is required to take and pay for only such shares as may be sold. The Principal
Underwriter allows Authorized Firms discounts from the applicable public
offering price which are alike for all Authorized Firms. The Principal
Underwriter may allow, upon notice to all Authorized Firms with whom it has
agreements, discounts up to the full sales charge during the periods specified
in the notice. During periods when the discount includes the full sales charge,
such Authorized Firms may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.

    CLASS B SHARES. Under the Distribution Agreement, the Principal Underwriter
acts as principal in selling Class B shares. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising is borne by the Principal Underwriter. The
fees and expenses of qualifying and registering and maintaining qualifications
and registrations of the Fund and its Class B shares under federal and state
securities laws are borne by the Fund. In addition, Class B makes payments to
the Principal Underwriter pursuant to a Distribution Plan as described in the
Prospectus; the provisions of the plan relating to such payments are included in
the Distribution Agreement. The Distribution Agreement is renewable annually by
the Trust's Board of Trustees (including a majority of the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Distribution Plan or the Distribution Agreement), may be terminated on sixty
days' notice either by such Trustees or by vote of a majority of the outstanding
Class B shares or on six months' notice by the Principal Underwriter and is
automatically terminated upon assignment. The Principal Underwriter distributes
Class B shares on a "best efforts" basis under which it is required to take and
pay for only such shares as may be sold.

                              DISTRIBUTION PLANS
                                CLASS A SHARES

    As described in the Prospectus, in addition to the fees and expenses
described herein, the Trust on behalf of its Class A shares finances
distribution activities and bears expenses associated with the distribution of
shares and the provision of certain personal and account maintenance services to
shareholders pursuant to a distribution plan (the "Plan") designed to meet the
requirements of Rule 12b-1 under the 1940 Act.

    The Plan remains in effect from year to year provided such continuance is
approved at least annually by a vote of both a majority of (i) the noninterested
Trustees of the Trust who have no direct or indirect financial interest in the
operation of the Plan or any agreement related to the Plan (the "Rule 12b-1
Trustees") and (ii) all of the Trustees then in office. The Plan may be
terminated at any time by vote of a majority of the Rule 12b-1 Trustees or by
vote of a majority of the outstanding Class A shares of the Fund. The Plan
requires quarterly Trustee review of a written report of the amount expended
under the Plan and the purposes for which such expenditures were made. The Plan
may not be amended to increase materially the payments described therein without
approval of the affected shareholders of Class A shares and the Trustees. So
long as the Plan is in effect, the selection and nomination of the noninterested
Trustees shall be committed to the discretion of such Trustees. The Trustees
have determined that in their judgment there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.

    The Plan is intended to compensate the Principal Underwriter for its
distribution services to the Fund by paying the Principal Underwriter monthly
distribution fees in connection with the sale of Class A shares. The quarterly
service fee paid by the Class A shares under the Plan is intended to compensate
the Principal Underwriter for its personal and account maintenance services and
for the payment by the Principal Underwriter of service fees to Authorized
Firms.

                                CLASS B SHARES

    The Trust has adopted a Distribution Plan (the "Plan") on behalf of its
Class B shares designed to meet the requirements of Rule 12b-1 under the 1940
Act and the sales charge rule of the NASD. The purpose of the Plan, is to
compensate the Principal Underwriter for its distribution services and
facilities provided with respect to Class B shares.

    The Plan provides that the Fund will pay sales commissions and distribution
fees to the Principal Underwriter only after and as a result of the sale of
Class B 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 amount payable to the Principal Underwriter pursuant to the Plan as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the Class and will accordingly reduce the Class'
net assets upon such accrual, all in accordance with generally accepted
accounting principles. The amount payable on each day is limited to 1/365 of
 .75% of a Class' net assets on such day. The level of a Class' net assets
changes each day and depends upon the amount of sales and redemptions of shares,
the changes in the value of the investments held by the Portfolio, the expenses
of the Class, Fund and the Portfolio accrued and allocated to the Fund and Class
on such day, income on portfolio investments of the Portfolio accrued and
allocated to the Fund on such day, and any dividends and distributions declared
on Fund shares. The Trust does not accrue possible future payments as a
liability of a Class or reduce a Class's current net assets in respect of
unknown amounts which may become payable under the Plan in the future because
the standards for accrual of such a liability under accounting principles have
not been satisfied.

    The Plan provides that the Class will receive all CDSCs and will make no
payments to the Principal Underwriter in respect of any day on which there are
no outstanding uncovered distribution charges of the Principal Underwriter.
CDSCs and accrued amounts will be paid by the Trust to the Principal Underwriter
whenever there exist uncovered distribution charges.

    In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Trust to the Principal Underwriter and CDSCs theretofore
paid or payable to the Principal Underwriter less all amounts theretofore paid
or payable to the Principal Underwriter by the Adviser in consideration of the
former's distribution efforts will be subtracted from such distribution charges;
if the result of such subtraction is positive, a distribution fee (computed at
1% over the prime rate then reported in The Wall Street Journal) will be
computed on such amount and added thereto, with the resulting sum constituting
the amount of outstanding uncovered distribution charges with respect to such
day. The amount of outstanding uncovered distribution charges of the Principal
Underwriter calculated on any day does not constitute a liability recorded on
the financial statements of the Fund.

    The amount of uncovered distribution charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of shares upon which a
CDSC will be imposed, the level and timing of redemptions of shares upon which
no CDSC will be imposed (including redemptions of shares pursuant to the
exchange privilege which result in a reduction of uncovered distribution
charges), changes in the level of the net assets of the Class, and changes in
the interest rate used in the calculation of the distribution fee under the
Plan. Periods with a high level of sales of Class shares accompanied by a low
level of early redemptions of Class shares resulting in the imposition of CDSCs
will tend to increase the time during which there will exist uncovered
distribution charges of the Principal Underwriter.

    Currently, payments of sales commissions and distribution fees and of
service fees may equal 1% of a Class' average daily net assets per annum. For
actual payments made by the Fund and the outstanding uncovered distribution
charges of the Principal Underwriter, see Appendix B. The Trust believes that
the combined rate of all these payments may be higher than the rate of payments
made under distribution plans adopted by other investment companies pursuant to
Rule 12b-1. Although the Principal Underwriter will use its own funds (which may
be borrowed from banks) to pay sales commissions at the time of sale, it is
anticipated that the Eaton Vance organization will profit by reason of the
operation of the Plan through an increase in the Fund's assets (thereby
increasing the management fee payable to Eaton Vance by the Fund and the
administrative fees payable to Eaton Vance by the Portfolio) resulting from sale
of Fund shares and through the amounts paid to the Principal Underwriter,
including CDSCs, pursuant to the Plan. The Eaton Vance organization may be
considered to have realized a profit under the Plan if at any point in time the
aggregate amounts theretofore received by the Principal Underwriter pursuant to
the Plan, from the Adviser in consideration of the distribution efforts and from
CDSCs have exceeded the total expenses theretofore incurred by such organization
in distributing Class B shares of the Fund. Total expenses for this purpose will
include an allocable portion of the overhead costs of such organization and its
branch offices, which costs will include without limitation leasing expense,
depreciation of building and equipment, utilities, communication and postage
expense, compensation and benefits of personnel, travel and promotional expense,
stationery and supplies, literature and sales aids, interest expense, data
processing fees, consulting and temporary help costs, insurance, taxes other
than income taxes, legal and auditing expense and other miscellaneous overhead
items. Overhead is calculated and allocated for such purpose by the Eaton Vance
organization in a manner deemed equitable to the Trust.

    The Plan continues in effect from year to year for so long as such
continuance is approved at least annually by the vote of both a majority of (i)
the noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan (the
"Rule 12b-1 Trustees") and (ii) all of the Trustees then in office, and the
Distribution Agreement contains a similar provision. The Plan and Distribution
Agreement may be terminated at any time by vote of a majority of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
applicable Class. The Plan requires quarterly Trustee review of a written report
of the amount expended under the Plans and the purposes for which such
expenditures were made. The Plan may not be amended to increase materially the
payments described therein without approval of the shareholders of the affected
Class and the Trustees. So long as the Plan is in effect, the selection and
nomination of the noninterested Trustees shall be committed to the discretion of
such Trustees.

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

                       PORTFOLIO SECURITY TRANSACTIONS

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

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

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

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

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

   
    Securities considered as investments for the portfolio may also be
appropriate for other investment accounts managed by the Adviser or its
affiliates. Whenever decisions are made to buy or sell securities by the
Portfolio and one or more of such other accounts simultaneously, the Adviser
will allocate the security transactions (including "hot" issues) in a manner
which it believes to be equitable under the circumstances. As a result of such
allocations, there may be instances where the Portfolio will not participate in
a transaction that is allocated among other accounts. If an aggregated order
cannot be filled completely, allocations will generally be made on a pro rata
basis. An order may not be allocated on a pro rata basis where, for example: (i)
consideration is given to portfolio managers who have been instrumental in
developing or negotiating a particular investment; (ii) consideration is given
to an account with specialized investment policies that coincide with the
particulars of a specific investment; (iii) pro rata allocation would result in
odd-lot or de minimis amounts being allocated to a portfolio or other client; or
(iv) where the Adviser reasonably determines that departure from a pro rata
allocation is advisable. While these aggregation and allocation policies could
have a detrimental effect on the price or amount of the securities available to
the Portfolio from time to time, it is the opinion of the Trustees of the Trust
and the Portfolio that the benefits from the Adviser's organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

    For the fiscal years ended December 31, 1996 and 1995, and for the period
from the Portfolio's start of business, May 2, 1994, to December 31, 1994, the
Portfolio paid brokerage commissions of $886,617, $135,247 and $374,604,
respectively, with respect to portfolio security transactions. Of this amount,
approximately $625,933, $105,300 and $360,358, respectively, was paid in respect
of portfolio security transactions aggregating approximately $63,550,449,
$10,639,332 and $34,051,047, respectively, to firms which provided some Research
Services to the Adviser's organization (although many of such firms may have
been selected in any particular transaction primarily because of their execution
capabilities).
    

                              OTHER INFORMATION

   
    The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated March 27, 1989,
as amended. The Fund established multiple classes of shares on January 1, 1998.
The operations of Class B reflect the operations of the Fund prior to such date.
Class A is a successor to the operation of a separate series of the Trust. Eaton
Vance, pursuant to its agreement with the Trust, controls the use of the words
"Eaton Vance" and "EV" in the Trust's name and may use the words "Eaton Vance"
or "EV" in other connections and for other purposes.

    The Trust's Declaration of Trust may be amended by the Trustees when
authorized by a majority of the outstanding voting securities of the Trust, the
financial interests of which are affected by the amendment. The Trustees may
also amend the Declaration of Trust without the vote or consent of shareholders
to change the name of the Trust or any series or to make such other changes
(such as reclassifying series or classes of shares or restructuring the Trust)
as do not have a materially adverse effect on the rights or interests of
shareholders or if they deem it necessary to conform the Declaration to the
requirements of applicable federal laws or regulations. The Trust's By-laws
provide that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with any litigation or
proceeding in which they may be involved because of their offices with the
Trust. However, no indemnification will be provided to any Trustee or officer
for any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

    Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of the Fund shareholders and the Trust's
By-laws provide that the Trust shall assume the defense on behalf of any Fund
shareholders. (The Declaration also contains provisions limiting the liability
of a series or class to that series or class.) Moreover, the Trust's By-laws
also provide for indemnification out of the property of the Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of
the Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Fund's business and the nature of its
assets, management believes that the possibility of the Fund's liability
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
    

    As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholder's meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-laws, the Trustees shall continue to hold office and may
appoint successor Trustees.

    The Trust's By-laws provide that no person shall serve a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The By-laws further provide
that under certain circumstances the shareholders may call a meeting to remove a
Trustee and that the Trust is required to provide assistance in communicating
with shareholders about such a meeting.

    In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.

    The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interests
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.

   
    The Portfolio's Declaration of Trust provides that the Fund and other
entities permitted to invest in the Portfolio (e.g., other U.S. and foreign
investment companies and common and commingled trust funds) will each be liable
for all obligations of the Portfolio. However, the risk of the Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance exists and the Portfolio itself is unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither the
Fund nor its shareholders will be adversely affected by reason of the Fund
investing in the Portfolio.
    

    The Portfolio's Declaration of Trust provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consent to by all investors, agree to continue
the business of the Portfolio. This provision is consistent with treatment of
the Portfolio as a partnership for federal income tax purposes.

    The right to redeem can be suspended and the payment of the redemption price
deferred when the Exchange is closed (other than for customary weekend and
holiday closings), during periods when trading on the Exchange is restricted as
determined by the Commission, or during any emergency as determined by the
Commission which makes it impracticable for the Portfolio to dispose of its
securities or value its assets, or during any other period permitted by order of
the Commission for the protection of investors.

                   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

   
                             FINANCIAL STATEMENTS

    The audited financial statements of, and the independent auditors' reports
for the Fund and the Portfolio appear in the Fund's most recent annual report to
shareholders and the unaudited financial statements of the Fund and the
Portfolio appear in the Fund's most recent semiannual report to shareholders,
both of which are incorporated by reference into this SAI. A copy of the Fund's
semiannual and annual report accompanies this SAI.

    Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio for the fiscal year ended December 31, 1996 and the
unaudited financial information for the six-months ended June 30, 1997, as
previously filed electronically with the Commission (Accession No.
0000928816-97-000102) and (Accession No. 0000950109-97-005881), respectively.
    
<PAGE>
   
                          APPENDIX A: CLASS A SHARES

                           PERFORMANCE INFORMATION

    The table below indicates the cumulative and average annual total return on
a hypothetical investment in shares of $1,000. Total return for the period prior
to January 1, 1998 reflects the total return of the predecessor to Class A.
Total return prior to May 2, 1994 reflects the total return of Class B, adjusted
to reflect the Class A sales charge. The Class B total return has not been
adjusted to reflect certain other expenses (such as distribution and/or service
fees). If such adjustments were made, the Class A total return would be
different. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 5.75%. Past performance is not indicative of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.

                         VALUE OF A $1,000 INVESTMENT

                                                                               
                                                                               
<TABLE>
<CAPTION>
                                                                                  TOTAL RETURN                 TOTAL RETURN    
                                                                               EXCLUDING MAXIMUM             INCLUDING MAXIMUM 
                                              VALUE OF       VALUE OF             SALES CHARGE                 SALES CHARGE    
        INVESTMENT           INVESTMENT       INITIAL       INVESTMENT     -------------------------     --------------------------
          PERIOD                DATE         INVESTMENT     ON 6/30/97     CUMULATIVE     ANNUALIZED     CUMULATIVE     ANNUALIZED
        ----------           ----------      ----------     ----------     ----------     ----------     ----------     ----------
<S>                          <C>             <C>            <C>            <C>            <C>            <C>            <C>
Life of the Fund               5/2/94         $942.51         $706.88        -25.00%        -8.70%         -29.31%       -10.40%
1 Year Ended
6/30/97                        6/30/96        $942.03         $905.80        - 3.85%        -3.85%         - 9.42%       - 9.42%

*Predecessor Fund commenced operations May 2, 1994.
</TABLE>
    
<PAGE>

   
                       APPENDIX B: CLASS B SHARES
          (The Fund referred to below is the predecessor to Class B)

                              FEES AND EXPENSES
    

MANAGER

    As of December 31, 1996, the Fund had net assets of $74,661,085. For the
fiscal years ended December 31, 1996 and 1995, Eaton Vance earned management
fees of $191,631 and $74,568, respectively, (equivalent to 0.25% of the Fund's
average daily net assets for each such year). For the period from the start of
business, May 2, 1994, to December 31, 1994, Eaton Vance earned management fees
of $45,072 (equivalent to 0.25% (annualized) of the Fund's average daily net
assets for such period).

DISTRIBUTION PLAN

   
    During the fiscal year ended December 31, 1996, the Principal Underwriter
paid to Authorized Firms sales commissions of $2,973,115 on sales of Fund
shares. During the same period, the Fund made sales commission payments under
the Plan to the Principal Underwriter aggregating $574,894 and the Principal
Underwriter received approximately $408,000 in CDSCs imposed on early redeeming
shareholders. These sales commissions and CDSC payments reduced uncovered
distribution charges under the Plan. As at December 31, 1996, the outstanding
uncovered distribution charges of the Principal Underwriter calculated under the
Plan amounted to approximately $4,470,000. During the fiscal year ended December
31, 1996, the Fund made service fee payments under the Plan aggregating $48,141,
of which $47,338 was paid to Authorized Firms and the balance of which was
retained by the Principal Underwriter.
    

PRINCIPAL UNDERWRITER

   
    For the fiscal year ended December 31, 1996, the Fund paid the Principal
Underwriter $3,192.50 for repurchase transactions handled by the Principal
Underwriter.

                           PERFORMANCE INFORMATION

    The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class B shares for the periods shown in
the table. Past performance is not indicative of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost.

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

                                                 VALUE OF       VALUE OF
                                                INVESTMENT     INVESTMENT       
                                                  BEFORE          AFTER             TOTAL RETURN                TOTAL RETURN  
                                                 DEDUCTING      DEDUCTING       BEFORE DEDUCTING THE          AFTER DEDUCTING 
                                                  MAXIMUM        MAXIMUM            MAXIMUM CDSC              THE MAXIMUM CDSC
                    INVESTMENT    AMOUNT OF        CDSC           CDSC        -----------------------     -----------------------
INVESTMENT PERIOD      DATE      INVESTMENT     ON 6/30/97     ON 6/30/97     CUMULATIVE   ANNUALIZED     CUMULATIVE   ANNUALIZED
- -----------------   ----------   ----------     ----------     ----------     ----------   ----------     ----------   ---------- 
<S>                 <C>          <C>            <C>            <C>            <C>          <C>            <C>          <C>
Life of the Fund       5/2/94*     $1,000         $732.00        $710.04        -26.80%      -9.40%         -29.00%      -10.27%
1 Year Ended
6/30/97               6/30/96      $1,000         $959.37        $911.40         -4.06%      -4.06%         - 8.86%      - 8.86%
- ----------
*Investment operations began on May 2, 1994.
</TABLE>

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As of November 30, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
November 30, 1997, Merrill Lynch, Pierce, Fenner & Smith, Inc., Jacksonville, FL
was the record owner of approximately 12.8% of the outstanding shares which were
held on behalf of its customers who are beneficial owners of such shares, and as
to which it had voting power under certain limited circumstances. To the
knowledge of the Trust, no other person owned of record or beneficially 5% or
more of the Fund's outstanding shares as of such date.
    
<PAGE>
   
                                                                    APPENDIX C


                             COUNTRY INFORMATION

    The information set forth in this Appendix has been extracted from various
government and private publications. The Trust's Board of Trustees make no
representation as to the accuracy of the information, nor has the Board of
Trustees attempted to verify it. No representation is made that any correlation
will exist between the economies or stock markets of REE Region countries and
the Fund's performance.
    

                                    INDIA

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

   
    The President of India is the constitutional head of the executive branch of
government and exercises powers under the Constitution with the advice of the
Council of Ministers, headed by the Prime Minister. The Prime Minister and the
Council of Ministers, who are responsible to the Lok Sabha, hold effective
executive power. The present Prime Minister Mr. IK Gujral, who took office in
May 1997 to lead the United Front, a coalition of 13 different parties resigned
in late 1997 following withdrawal of support by the Congress party. Following
these developments mid-term elections have been called and are likely to be held
in February/March 1998. Changes in Indian government policies or future
developments in the Indian economy could have an adverse effect on the
operations of the Fund.
    

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

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

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

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

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

                                   PAKISTAN

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

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

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

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

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

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

OVERVIEW OF THE ECONOMY AND RECENT DEVELOPMENTS

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

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

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

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

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

                                  SRI LANKA

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

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

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

OVERVIEW OF THE ECONOMY AND RECENT DEVELOPMENTS

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

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

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

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

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

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

                      DESCRIPTION OF SECURITIES RATINGS+
    

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

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

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

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

SECURITIES IN WHICH THE PORTFOLIO MAY INVEST WILL INCLUDE THOSE IN THE FOLLOWING
CATEGORIES: Baa: Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.

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

INVESTMENT GRADE

AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

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

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

SECURITIES IN WHICH THE PORTFOLIO MAY INVEST WILL INCLUDE THOSE IN THE FOLLOWING
CATEGORIES:

BBB: Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.

SPECULATIVE GRADE

    Debt rated BB, B, CCC, CC and C is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB
rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC debt rating.

C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

C1: The rating C1 reserved for income bonds on which no interest is being paid.

D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

    PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

    NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy.

    NOTES: Debt which is unrated exposes the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated speculative obligations. The Portfolio is dependent on the
Investment Adviser's judgment, analysis and experience in the evaluation of such
debt.

(+) Investors should note that the assignment of a rating to a bond by a rating
    service may not reflect the effect of recent developments on the issuer's
    ability to make interest and principal payments.
<PAGE>
[LOGO]
                       Investing

                       for the

                       21st
EATON VANCE
==============         Century
Mutual Funds


- -------------------------------------------------------------------------------
EATON VANCE
GREATER INDIA FUND











   
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 1, 1998
    



- -------------------------------------------------------------------------------
SPONSOR AND MANAGER OF EATON VANCE 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, 200 Clarendon Street, Boston, MA 02116

TRANSFER AGENT
First Data Investor Services Group,
P.O. Box 5123, Westborough, MA 01581-5123 (800) 262-1122

   
AUDITORS
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110                GISAI
    
<PAGE>

                                    PART C
                              OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

   
 (a) FINANCIAL STATEMENTS*
  INCLUDED IN PART A FOR THE FUNDS LISTED BELOW ARE "FINANCIAL HIGHLIGHTS" FOR
  THE PERIOD FROM THE DATE INDICATED TO THE FISCAL YEAR ENDED DECEMBER 31, 1996
  AND FOR THE SIX-MONTHS ENDED JUNE 30, 1997 (UNAUDITED):
            Eaton Vance Emerging Markets Fund (from start of business,
            November 30, 1994)
            Eaton Vance Greater India Fund (from start of business, May 2,
            1994)
            Eaton Vance Investors Fund (from January 1, 1987)
            Eaton Vance Special Equities Fund (from January 1, 1987)
            Eaton Vance Stock Fund (from January 1, 1987)
            Eaton Vance Total Return Fund (from January 1, 1987)

      INCORPORATED BY REFERENCE INTO PART B ARE THE FINANCIAL STATEMENTS
  CONTAINED IN THE SEMI-ANNUAL REPORTS FOR THE FUNDS, DATED JUNE 30, 1997 (WHICH
  WERE PREVIOUSLY FILED ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE
  INVESTMENT COMPANY ACT OF 1940):
            Eaton Vance Emerging Markets Fund (Accession
            No.0000950109-97-005876)
            Eaton Vance Greater India Fund (Accession No.0000950109-97-005881)
            Eaton Vance Investors Fund (Accession No.0000950109-97-005764)
            Eaton Vance Special Equities Fund (Accession
            No.0000950109-97-005879)
            Eaton Vance Stock Fund (Accession No.0000950109-97-005815)
            Eaton Vance Total Return Fund (Accession No.0000950109-97-005820)

          THE FINANCIAL STATEMENTS CONTAINED IN EACH FUND'S SEMI-ANNUAL REPORT
            ARE AS FOLLOWS:
            Statement of Assets and Liabilities (Unaudited)
            Statement of Operations (Unaudited)
            Statements of Changes in Net Assets (Unaudited)
            Financial Highlights (Unaudited)
            Notes to Financial Statements (Unaudited)

  INCORPORATED BY REFERENCE INTO PART B ARE THE FINANCIAL STATEMENTS CONTAINED
    IN THE ANNUAL REPORTS FOR THE FUNDS, DATED DECEMBER 31, 1996 (WHICH WERE
    PREVIOUSLY FILED ELECTRONICALLY PURSUANT TO SECTION 30(b)(2) OF THE
    INVESTMENT COMPANY ACT OF 1940):
            Eaton Vance Emerging Markets Fund (Accession No.
            0000928816-97-000055)
            Eaton Vance Greater India Fund (Accession No.
            0000928816-97-000102)
            Eaton Vance Investors Fund (Accession No. 0000950156-97-000211)
            Eaton Vance Special Equities Fund (Accession No.
            0000950156-97-000294)
            Eaton Vance Stock Fund (Accession No. 0000950156-97-000307)
            Eaton Vance Total Return Fund (Accession No. 0000950156-97-000176)

      THE FINANCIAL STATEMENTS CONTAINED IN EACH FUND'S ANNUAL REPORT INCLUDE:
            Statement of Assets and Liabilities
            Statement of Operations
            Statement of Changes in Net Assets
            Financial Highlights
            Notes to Financial Statements
            Independent Auditors' Report (Eaton Vance Greater India Fund and
            Eaton Vance Emerging Markets Fund)
            Report of Independent Accountants (Eaton Vance Investors Fund,
            Eaton Vance Special Equities Fund, Eaton Vance Stock Fund and
            Eaton Vance Total Return Fund)
- ----------
* Eaton Vance Emerging Markets Fund was previously known as EV Marathon Emerging
  Markets Fund; Eaton Vance Greater India Fund was previously known as EV
  Marathon Greater India Fund; Eaton Vance Investors Fund was previously known
  as EV Traditional Investors Fund; Eaton Vance Special Equities Fund was
  previously known as EV Traditional Special Equities Fund; Eaton Vance Stock
  Fund was previously known as EV Traditional Stock Fund and Eaton Vance Total
  Return Fund was previously known as EV Traditional Total Return Fund.
<PAGE>

      ALSO INCORPORATED BY REFERENCE INTO PART B ARE THE FOLLOWING FINANCIAL
  STATEMENTS OF EMERGING MARKETS PORTFOLIO, INVESTORS PORTFOLIO, SOUTH ASIA
  PORTFOLIO, SPECIAL INVESTMENT PORTFOLIO, STOCK PORTFOLIO, AND TOTAL RETURN
  PORTFOLIO, WHICH ARE CONTAINED IN THE SEMI-ANNUAL REPORTS DATED JUNE 30, 1997
  OF THE CORRESPONDING FUNDS:
            Portfolio of Investments (Unaudited)
            Statement of Assets and Liabilities (Unaudited)
            Statement of Operations (Unaudited)
            Statements of Changes in Net Assets (Unaudited)
            Supplementary Data (Unaudited)
            Notes to Financial Statements (Unaudited)

  ALSO INCORPORATED BY REFERENCE INTO PART B ARE THE FOLLOWING FINANCIAL
    STATEMENTS OF EMERGING MARKETS PORTFOLIO, INVESTORS PORTFOLIO, SOUTH ASIA
    PORTFOLIO, SPECIAL INVESTMENT PORTFOLIO, STOCK PORTFOLIO AND TOTAL RETURN
    PORTFOLIO WHICH ARE CONTAINED IN THE ANNUAL REPORTS DATED DECEMBER 31, 1996
    OF THE CORRESPONDING FUNDS:
            Portfolio of Investments
            Statement of Assets and Liabilities
            Statement of Operations
            Statement of Changes in Net Assets
            Supplementary Data
            Notes to Financial Statements
            Independent Auditors' Report (for Eaton Vance Emerging Markets Fund
            and Eaton Vance Greater India Fund) 
            Report of Independent Accountants (for Eaton Vance Investors Fund, 
            Eaton Vance Special Equities Fund, Eaton Vance Stock Fund and 
            Eaton Vance Total Return Fund)
    

    (B) EXHIBITS:

 (1)(a)      Amended and Restated Declaration of Trust dated September 27, 1993
             filed as Exhibit No. (1)(a) to Post-Effective Amendment No. 42 and
             incorporated herein by reference.

    (b)      Amendment dated June 23, 1997 to the Declaration of Trust filed as
             Exhibit (1)(b) to Post-Effective Amendment No. 48 and incorporated
             herein by reference.

   
    (c)      Amendment and Restatement of Establishment and Designation of
             Series of Shares dated October 17, 1997 filed as Exhibit No. (1)(c)
             to Post-Effective Amendment No. 49 and incorporated herein by
             reference.
    

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

    (b)      Amendment to By-Laws of Eaton Vance Special Investment Trust dated
             December 13, 1993, filed as Exhibit No. (2)(b) to Post-Effective
             Amendment No. 42 and incorporated herein by reference.

 (3)               Not applicable

 (4)               Not applicable

 (5)(a)(1)   Management Contract between the Trust and Eaton Vance Management
             filed as Exhibit (5)(a) (1) to Post-Effective Amendment No. 48 and
             incorporated herein by reference.

   
       (2)   Amended Schedule A-1 dated November 17, 1997 filed as Exhibit No.
             (5)(a)(2) to Post- Effective Amendment No. 49 and incorporated
             herein by reference.
    

    (b)      Investment Advisory Agreement with Eaton Vance Management for EV
             Traditional Emerging Growth Fund dated December 31, 1996 filed as
             Exhibit No. (5)(e) to Post-Effective Amendment No. 45 and
             incorporated herein by reference.

   
 (6)(a)      Distribution Agreement between the Trust and Eaton Vance
             Distributors, Inc. dated June 23, 1997 filed as Exhibit(6)(a)(4) to
             Post-Effective Amendment No. 48 and incorporated herein by
             reference.

       (1)   Amended Schedule A-1 dated November 17, 1997 filed as Exhibit No.
             (6)(a)(4)(a) to Post- Effective Amendment No. 49 and incorporated
             herein by reference.
    

    (b)      Selling Group Agreement between Eaton Vance Distributors, Inc. and
             Authorized Dealers filed as Exhibit No. (6)(b) to the Registration
             Statement of Eaton Vance Growth Trust Post-Effective Amendment No.
             61 and incorporated herein by reference.

 (7)         The Securities and Exchange Commission has granted the Registrant
             an exemptive order that permits the Registrant to enter into
             deferred compensation arrangements with its independent Trustees.
             See in the Matter of Capital Exchange Fund, Inc., Release No.
             IC-20671 (November 1, 1994).

 (8)(a)      Custodian Agreement with Investors Bank & Trust Company dated March
             24, 1994, filed as Exhibit No. (8) to Post-Effective Amendment No.
             42 and incorporated herein by reference.

    (b)      Amendment to Custodian Agreement with Investors Bank & Trust
             Company dated October 23, 1995, filed as Exhibit No. (8)(b) to
             Post-Effective Amendment No. 43 and incorporated herein by
             reference.

 (9)(a)(1)   Amended Administrative Services Agreement between Eaton Vance
             Special Investment Trust (on behalf of each of its series) and
             Eaton Vance Management dated June 19, 1995, with attached schedule
             regarding each series of the Registrant, filed as Exhibit No. (9)
             to Post-Effective Amendment No. 42 and incorporated herein by
             reference.

       (2)   Amendment dated June 23, 1997 to Schedule A to the Administrative
             Services Agreement filed as Exhibit (9)(a)(2) to Post-Effective
             Amendment No. 48 and incorporated herein by reference.

    (b)      Transfer Agency Agreement dated June 7, 1989 filed as Exhibit
             (9)(b) to Post-Effective Amendment No. 48 and incorporated herein
             by reference.

    (c)      Amendment to Transfer Agency Agreement dated February 1, 1993 filed
             as Exhibit (9)(c) to Post-Effective Amendment No. 48 and
             incorporated herein by reference.

(10)         Not applicable

   
(11)(a)      Consent of Independent Auditors for Eaton Vance Emerging Markets
             Fund filed herewith.

    (b)      Consent of Independent Auditors for Eaton Vance Greater India Fund
             filed herewith.

    (c)      Consent of Independent Accountants for Eaton Vance Investors Fund
             filed herewith.

    (d)      Consent of Independent Accountants for Eaton Vance Special Equities
             Fund filed herewith.

    (e)      Consent of Independent Accountants for Eaton Vance Stock Fund filed
             herewith.

    (f)      Consent of Independent Accountants for Eaton Vance Total Return
             Fund filed herewith.
    

(12)         Not applicable

(13)         Not applicable

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

    (b)      Eaton & Howard, Vance Sanders Defined Contribution Prototype Plan
             and Trust with Adoption Agreement: (1) Basic Profit-Sharing
             Retirement Plan; (2) Basic Money Purchase Pension Plan; (3) Thrift
             Plan Qualifying as Profit-Sharing Plan; (4) Thrift Plan Qualifying
             as Money Purchase Plan; (5) Integrated Profit-Sharing Retirement
             Plan; and (6) Integrated Money Purchase Pension Plan, filed as
             Exhibit No. (14)(2) to Post- Effective Amendment No. 29 to the
             Registration Statement under the Securities Act of 1933 (File No.
             2-22019) and incorporated herein by reference.

    (c)      Individual Retirement Custodian Account (Form 5305A) and
             Instructions, filed as Exhibit No. (14)(3) to Post-Effective
             Amendment No. 21 and incorporated herein by reference.

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

   
(15)(a)      Eaton Vance Special Investment Trust Class A Service Plan adopted
             June 23, 1997 filed as Exhibit (15)(a) to Post-Effective Amendment
             No. 48 and incorporated herein by reference.

    (b)      Eaton Vance Special Investment Trust Class A Distribution Plan
             adopted June 23, 1997 filed as Exhibit (15)(b) to Post-Effective
             Amendment No. 48 and incorporated herein by reference.

       (1)   Amended Schedule A-1 dated November 17, 1997 filed as Exhibit No.
             (15)(b)(1) to Post- Effective Amendment No. 49 and incorporated
             herein by reference.

    (c)      Eaton Vance Special Investment Trust Class B Distribution Plan
             adopted June 23, 1997 filed as Exhibit (15)(c) to Post-Effective
             Amendment No. 48 and incorporated herein by reference.

       (1)   Amended Schedule A-1 dated November 17, 1997 filed as Exhibit No.
             (15)(c)(1) to Post- Effective Amendment No. 49 and incorporated
             herein by reference.

    (d)      Eaton Vance Special Investment Trust Class C Distribution Plan
             adopted June 23, 1997 filed as Exhibit (15)(d) to Post-Effective
             Amendment No. 48 and incorporated herein by reference.

(16)         Schedules for Computation of Performance Quotations filed herewith.

(17)(a)      Power of Attorney dated June 23, 1997 for Eaton Vance Special
             Investment Trust, filed as Exhibit (17)(a) to Post-Effective
             Amendment No. 47 and incorporated herein by reference.
    

    (b)      Power of Attorney for Emerging Markets Portfolio dated February 14,
             1997, filed as Exhibit No. (17)(b) to Post-Effective Amendment No.
             46 and incorporated herein by reference.

    (c)      Power of Attorney for South Asia Portfolio dated February 14, 1997,
             filed as Exhibit No. (17)(c) to Post-Effective Amendment No. 46 and
             incorporated herein by reference.

    (d)      Power of Attorney for Special Investment Portfolio dated August 11,
             1997 filed as Exhibit (17)(d) to Post-Effective Amendment No. 48
             and incorporated herein by reference.

    (e)      Power of Attorney for Investors Portfolio dated August 11, 1997
             filed as Exhibit (17)(e) to Post-Effective Amendment No. 48 and
             incorporated herein by reference.

    (f)      Power of Attorney for Stock Portfolio dated August 11, 1997 filed
             as Exhibit (17)(f) to Post-Effective Amendment No. 48 and
             incorporated herein by reference.

    (g)      Power of Attorney for Total Return Portfolio dated August 11, 1997
             filed as Exhibit (17)(g) to Post-Effective Amendment No. 48 and
             incorporated herein by reference.

   
    (h)      Power of Attorney for Russia and Eastern Europe Portfolio dated
             October 17, 1997 filed as Exhibit No. (17)(h) to Post-Effective
             Amendment No. 49 and incorporated herein by reference.

(18)         Multiple Class Plan for Eaton Vance Funds dated June 23, 1997 filed
             as Exhibit No. (18) to Post-Effective Amendment No. 49 and
             incorporated herein by reference.
    

ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

    Not applicable.

ITEM 26.  NUMBERS OF HOLDERS OF SECURITIES


                                                                (2)
                        (1)                                  NUMBER OF
                  TITLE OF CLASS                          RECORD HOLDERS

   
           Shares of beneficial interest              as of December 1, 1997
                 without par value
EV Traditional Emerging Growth Fund                                   27
EV Marathon Emerging Markets Fund                                    882
EV Traditional Emerging Markets Fund                                 497
EV Marathon Greater India Fund                                     8,642
EV Traditional Greater India Fund                                  1,683
EV Classic Investors Fund                                            396
EV Marathon Investors Fund                                         2,320
EV Traditional Investors Fund                                     12,602
EV Classic Special Equities Fund                                      63
EV Marathon Special Equities Fund                                    232
EV Traditional Special Equities Fund                               5,983
EV Classic Stock Fund                                                117
EV Marathon Stock Fund                                               825
EV Traditional Stock Fund                                          5,268
EV Classic Total Return Fund                                         208
EV Marathon Total Return Fund                                      2,401
EV Traditional Total Return Fund                                  14,697
    

ITEM 27.  INDEMNIFICATION

    Article IV of the Trust's Declaration of Trust dated September 27, 1993, as
amended, permits Trustee and officer indemnification by By-Law, contract and
vote. Article XI of the By-Laws contains indemnification provisions.
Registrant's Trustees and officers are insured under a standard mutual fund
errors and omissions insurance policy covering loss incurred by reason of
negligent errors and omissions committed in their capacities as such.

    The distribution agreements of the Trust also provide for reciprocal
indemnity of the Principal Underwriter on the one hand, and the Trustees and
officers, on the other.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

    Reference is made to the information set forth under the caption "Investment
Adviser and Administrator" or "Management of the Fund and the Portfolio" in the
Statement of Additional Information, which information is incorporated herein by
reference.

ITEM 29.  PRINCIPAL UNDERWRITER

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

   
Eaton Vance Growth Trust                    Eaton Vance Mutual Funds Trust
Eaton Vance Income Fund of Boston           Eaton Vance Prime Rate Reserves
Eaton Vance Investment Trust                Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust                EV Classic Senior Floating-Rate Fund
Eaton Vance Municipals Trust II
    

    (B)
<TABLE>
<CAPTION>

               (1)                                      (2)                                     (3)
       NAME AND PRINCIPAL                      POSITIONS AND OFFICES                   POSITIONS AND OFFICES
        BUSINESS ADDRESS*                    WITH PRINCIPAL UNDERWRITER                   WITH REGISTRANT
        -----------------                    --------------------------                   ---------------
<S>                                      <C>                                           <C>
James B. Hawkes                          Vice President and Director                   President, Principal
                                                                                       Executive Officer
                                                                                       and Trustee
William M. Steul                         Vice President and Director                   None
Wharton P. Whitaker                      President and Director                        None
Albert F. Barbaro                        Vice President                                None
Chris Berg                               Vice President                                None
Kate B. Bradshaw                         Vice President                                None
David B. Carle                           Vice President                                None
Daniel C. Cataldo                        Vice President                                None
Raymond Cox                              Vice President                                None
Mark P. Doman                            Vice President                                None
Alan R. Dynner                           Vice President                                Secretary
Richard Finelli                          Vice President                                None
Kelly Flynn                              Vice President                                None
James Foley                              Vice President                                None
Michael A. Foster                        Vice President                                None
William M. Gillen                        Senior Vice President                         None
Hugh S. Gilmartin                        Vice President                                None
Perry D. Hooker                          Vice President                                None
Brian Jacobs                             Senior Vice President                         None
Thomas P. Luka                           Vice President                                None
John Macejka                             Vice President                                None
Timothy D. McCarthy                      Vice President                                None
Joseph T. McMenamin                      Vice President                                None
Morgan C. Mohrman                        Senior Vice President                         None
James A. Naughton                        Vice President                                None
Mark D. Nelson                           Vice President                                None
Linda D. Newkirk                         Vice President                                None
James L. O'Connor                        Vice President                                Treasurer
Thomas Otis                              Secretary and Clerk                           None
George D. Owen, II                       Vice President                                None
Enrique M. Pineda                        Vice President                                None
F. Anthony Robinson                      Vice President                                None
Jay S. Rosoff                            Vice President                                None
Benjamin A. Rowland, Jr.                 Vice President, Treasurer and Director        None
Stephen M. Rudman                        Vice President                                None
John P. Rynne                            Vice President                                None
Kevin Schrader                           Vice President                                None
George V.F. Schwab, Jr.                  Vice President                                None
Teresa A. Sheehan                        Vice President                                None
David C. Sturgis                         Vice President                                None
Cornelius J. Sullivan                    Senior Vice President                         None
David M. Thill                           Vice President                                None
John M. Trotsky                          Vice President                                None
Chris Volf                               Vice President                                None
Sue Wilder                               Vice President                                None
</TABLE>

- ----------
*Address is 24 Federal Street, Boston, MA 02110

   
    (C) Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
    

    All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor Mail Code ADM 27, Boston, MA 02116, and its transfer agent, First
Data Investor Services Group, 4400 Computer Drive, Westborough, MA 01581-5120,
with the exception of certain corporate documents and portfolio trading
documents which are in the possession and custody of Eaton Vance Management, 24
Federal Street, Boston, MA 02110. The Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Eaton Vance Management.


ITEM 31.  MANAGEMENT SERVICES

    Not applicable.

ITEM 32.  UNDERTAKINGS

    The Registrant undertakes to file a Post-Effective Amendment, using
financial statements which need not be certified, within four to six months from
the effective date of Post-Effective Amendment No. 48 (or the commencement of
operations).

    The Registrant undertakes to furnish to each person to whom a prospectus is
delivered, a copy of the latest annual report to shareholders, upon request and
without charge.
<PAGE>

                                  SIGNATURES

   
    Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and the
Commonwealth of Massachusetts, on the 19th day of December, 1997.
    

                                        EATON VANCE SPECIAL INVESTMENT TRUST

                                        By  /s/ JAMES B. HAWKES
                                                ------------------------------
                                                JAMES B. HAWKES, President

    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  President, Principal 
/s/ JAMES B. HAWKES                 Executive Officer          December 19, 1997
- ------------------------------      and Trustee
    JAMES B. HAWKES

                                  Treasurer and Principal
                                    Financial and Accounting
/s/ JAMES L. O'CONNOR               Officer                    December 19, 1997
- ------------------------------
    JAMES L. O'CONNOR

/s/ M. DOZIER GARDNER             Trustee                      December 19, 1997
- ------------------------------
    M. DOZIER GARDNER

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    JOHN L. THORNDIKE*            Trustee                      December 19, 1997
- ------------------------------
    JOHN L. THORNDIKE

    JACK L. TREYNOR*              Trustee                      December 19, 1997
- ------------------------------
    JACK L. TREYNOR
    

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
<PAGE>

                                  SIGNATURES

   
    Emerging Markets Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
19th day of December, 1997.
    

                                        EMERGING MARKETS PORTFOLIO

                                        By: HON. ROBERT LLOYD GEORGE*
                                            -----------------------------------
                                            HON. ROBERT LLOYD GEORGE, President

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.
       

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President and 
    HON. ROBERT LLOYD GEORGE*       Principal Executive        December 19, 1997
- ------------------------------      Officer
    HON. ROBERT LLOYD GEORGE

                                  Treasurer and Principal 
/s/ JAMES L. O'CONNOR               Financial and              December 19, 1997
- ------------------------------      Accounting Officer
    JAMES L. O'CONNOR

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

/s/ JAMES B. HAWKES               Trustee                      December 19, 1997
- ------------------------------
    JAMES B. HAWKES

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    HON. EDWARD K.Y. CHEN*        Trustee                      December 19, 1997
- ------------------------------
    HON. EDWARD K.Y. CHEN

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
    
<PAGE>

                                  SIGNATURES

   
    Investors Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Special Investment Trust (File No.
2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
19th day of December, 1997.
    

                                        INVESTORS PORTFOLIO

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

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.
       

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President and 
/s/ M. DOZIER GARDNER               Principal Executive        
- ------------------------------      Officer                    December 19, 1997
    M. DOZIER GARDNER

                                  Treasurer and Principal 
/s/ JAMES L. O'CONNOR               Financial and              
- ------------------------------      Accounting Officer         December 19, 1997
    JAMES L. O'CONNOR

/s/ JAMES B. HAWKES               Trustee                      December 19, 1997
- ------------------------------
    JAMES B. HAWKES

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    JOHN L. THORNDIKE*            Trustee                      December 19, 1997
- ------------------------------
    JOHN L. THORNDIKE

    JACK L. TREYNOR*              Trustee                      December 19, 1997
- ------------------------------
    JACK L. TREYNOR

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
    
<PAGE>

                                  SIGNATURES

   
    South Asia Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Special Investment Trust (File No.
2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
19th day of December, 1997.
    

                                       SOUTH ASIA PORTFOLIO

                                        By: HON. ROBERT LLOYD GEORGE*
                                            -----------------------------------
                                            HON. ROBERT LLOYD GEORGE, President

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.
       

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President 
    HON. ROBERT LLOYD GEORGE*       and Principal              
- ------------------------------      Executive Officer          December 19, 1997
    HON. ROBERT LLOYD GEORGE

                                  Treasurer and Principal 
/s/ JAMES L. O'CONNOR               Financial and              
- ------------------------------      Accounting Officer         December 19, 1997
    JAMES L. O'CONNOR

/s/ JAMES B. HAWKES               Trustee                      December 19, 1997
- ------------------------------
    JAMES B. HAWKES

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    HON. EDWARD K.Y. CHEN*        Trustee                      December 19, 1997
- ------------------------------
    HON. EDWARD K.Y. CHEN

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
    
<PAGE>

                                  SIGNATURES

   
    Special Investment Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
19th day of December, 1997.
    

                                        SPECIAL INVESTMENT PORTFOLIO

                                        By  /s/ JAMES B. HAWKES
                                                ------------------------------
                                                JAMES B. HAWKES, President

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President and
/s/ JAMES B. HAWKES                 Principal Executive        
- ------------------------------      Officer                    December 19, 1997
    JAMES B. HAWKES

                                  Treasurer and Principal
/s/ JAMES L. O'CONNOR               Financial and Accounting   
- ------------------------------      Officer                    December 19, 1997
    JAMES L. O'CONNOR

/s/ M. DOZIER GARDNER             Trustee                      December 19, 1997
- ------------------------------
    M. DOZIER GARDNER

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    JOHN L. THORNDIKE*            Trustee                      December 19, 1997
- ------------------------------
    JOHN L. THORNDIKE

    JACK L. TREYNOR*              Trustee                      December 19, 1997
- ------------------------------
    JACK L. TREYNOR

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
    
<PAGE>

                                  SIGNATURES

   
    Stock Portfolio has duly caused this Amendment to the Registration Statement
on Form N-1A of Eaton Vance Special Investment Trust (File No. 2-27962) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts on the 19th day of December,
1997.
    

                                        STOCK PORTFOLIO

                                        By  /s/ JAMES B. HAWKES
                                                ------------------------------
                                                JAMES B. HAWKES, President

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President and
/s/ JAMES B. HAWKES                 Principal Executive        
- ------------------------------      Officer                    December 19, 1997
    JAMES B. HAWKES

                                  Treasurer and Principal
/s/ JAMES L. O'CONNOR                Financial and             
- ------------------------------       Accounting Officer        December 19, 1997
    JAMES L. O'CONNOR

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    JOHN L. THORNDIKE*            Trustee                      December 19, 1997
- ------------------------------
    JOHN L. THORNDIKE

    JACK L. TREYNOR*              Trustee                      December 19, 1997
- ------------------------------
    JACK L. TREYNOR

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
         As Attorney-in-fact
    
<PAGE>

                                  SIGNATURES

   
    Total Return Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Special Investment Trust (File No.
2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
19th day of December, 1997.
    

                                        TOTAL RETURN PORTFOLIO

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

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities and on the dates indicated.
       

   
     SIGNATURE                         TITLE                          DATE
     ---------                         -----                          ----
                                  Trustee, President and 
/s/ M. DOZIER GARDNER              Principal Executive         
- ------------------------------      Officer                    December 19, 1997
    M. DOZIER GARDNER

                                  Treasurer and Principal 
/s/ JAMES L. O'CONNOR               Financial and Accounting   
- ------------------------------      Officer                    December 19, 1997
    JAMES L. O'CONNOR

    DONALD R. DWIGHT*             Trustee                      December 19, 1997
- ------------------------------
    DONALD R. DWIGHT

/s/ JAMES B. HAWKES               Trustee                      December 19, 1997
- ------------------------------
    JAMES B. HAWKES

    SAMUEL L. HAYES, III*         Trustee                      December 19, 1997
- ------------------------------
    SAMUEL L. HAYES, III

    NORTON H. REAMER*             Trustee                      December 19, 1997
- ------------------------------
    NORTON H. REAMER

    JOHN L. THORNDIKE*            Trustee                      December 19, 1997
- ------------------------------
    JOHN L. THORNDIKE

    JACK L. TREYNOR*              Trustee                      December 19, 1997
- ------------------------------
    JACK L. TREYNOR

*By: /s/ ALAN R. DYNNER
         ---------------------
         ALAN R. DYNNER
        As Attorney-in-fact
    
<PAGE>

                                EXHIBIT INDEX

                                                            PAGE IN SEQUENTIAL
    EXHIBIT NO.                DESCRIPTION                   NUMBERING SYSTEM
    -----------                -----------                   ----------------

   
(11)(a)    Consent of Independent Auditors for Eaton Vance
           Emerging Markets Fund dated December 29, 1997.

    (b)    Consent of Independent Auditors for Eaton Vance
           Greater India Fund dated December 29, 1997.

    (c)    Consent of Independent Accountants for Eaton
           Vance Investors Fund dated December 29, 1997.

    (d)    Consent of Independent Accountants for Eaton
           Vance Special Equities Fund dated December 29,
           1997.

    (e)    Consent of Independent Accountants for Eaton
           Vance Stock Fund dated December 29, 1997.

    (f)    Consent of Independent Accountants for Eaton
           Vance Total Return Fund dated December 29,
           1997.

(16)(a)    Schedules for Computation of Performance
           Quotations.
    


<PAGE>

                                                                 EXHIBIT 11(a)

                       CONSENT OF INDEPENDENT AUDITORS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Emerging Markets Fund of our report
dated January 31, 1997 relating to Eaton Vance Emerging Markets Fund (formerly
EV Marathon Emerging Markets Fund), and of our report dated January 31, 1997
relating to Emerging Markets Portfolio, which reports are included in the Annual
Report to Shareholders for the year ended December 31, 1996, which is
incorporated by reference in the Statement of Additional Information, which is
part of such Registration Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Certified Public Accountants" in the Statement of Additional Information of the
Registration Statement.

                                             /s/ DELOITTE & TOUCHE LLP
                                                 ------------------------------
                                                 DELOITTE & TOUCHE LLP
December 29, 1997
Boston, Massachusetts


<PAGE>

                                                                 EXHIBIT 11(b)

                       CONSENT OF INDEPENDENT AUDITORS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Greater India Fund of our report dated
March 7, 1997 relating to Eaton Vance Greater India Fund (formerly EV Marathon
Greater India Fund), and of our report dated March 7, 1997 relating to South
Asia Portfolio, which reports are included in the Annual Report to Shareholders
for the year ended December 31, 1996, which is incorporated by reference in the
Statement of Additional Information, which is part of such Registration
Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Certified Public Accountants" in the Statement of Additional Information of the
Registration Statement.

                                             /s/ DELOITTE & TOUCHE LLP
                                                 ------------------------------
                                                 DELOITTE & TOUCHE LLP
December 29, 1997
Boston, Massachusetts


<PAGE>

                                                                 EXHIBIT 11(c)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Investors Fund of our report dated
January 31, 1997 relating to Eaton Vance Investors Fund (formerly EV Traditional
Investors Fund), and of our report dated January 31, 1997 relating to Investors
Portfolio, which reports are included in the Annual Report to Shareholders for
the year ended December 31, 1996, which is incorporated by reference in the
Statement of Additional Information which is part of such Registration
Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.

                                            /s/ COOPERS & LYBRAND L.L.P.
                                                ----------------------------
                                                COOPERS & LYBRAND L.L.P.

December 29, 1997
Boston, Massachusetts


<PAGE>

                                                                 EXHIBIT 11(d)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Special Equities Fund of our report
dated January 31, 1997 relating to Eaton Vance Special Equities Fund (formerly
EV Traditional Special Equities Fund), and of our report dated January 31, 1997
relating to Special Investment Portfolio, which reports are included in the
Annual Report to Shareholders for the year ended December 31, 1996, which is
incorporated by reference in the Statement of Additional Information, which is
part of such Registration Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.

                                            /s/ COOPERS & LYBRAND L.L.P.
                                                ----------------------------
                                                COOPERS & LYBRAND L.L.P.

December 29, 1997
Boston, Massachusetts


<PAGE>

                                                                 EXHIBIT 11(e)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Stock Fund of our report dated January
31, 1997 relating to Eaton Vance Stock Fund (formerly EV Traditional Stock Fund)
dated January 31, 1997 relating to Stock Portfolio, which reports are included
in the Annual Report to Shareholders for the year ended December 31, 1996, which
is incorporated by reference in the Statement of Additional Information, which
is part of such Registration Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.

                                            /s/ COOPERS & LYBRAND L.L.P.
                                                ----------------------------
                                                COOPERS & LYBRAND L.L.P.

December 29, 1997
Boston, Massachusetts


<PAGE>

                                                                 EXHIBIT 11(f)

                      CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the inclusion in Post-Effective Amendment No. 50 to the
Registration Statement of Eaton Vance Special Investment Trust (1933 Act File
Number 2-27962) on behalf of Eaton Vance Total Return Fund of our report dated
January 31, 1997 relating to Eaton Vance Total Return Fund (formerly EV
Traditional Total Return Fund), and of our report dated January 30, 1997
relating to Total Return Portfolio, which reports are included in the Annual
Report to Shareholders for the year ended December 31, 1996, which is
incorporated by reference in the Statement of Additional Information, which is
part of such Registration Statement.

    We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.

                                            /s/ COOPERS & LYBRAND L.L.P.
                                                ----------------------------
                                                COOPERS & LYBRAND L.L.P.

December 29, 1997
Boston, Massachusetts



<PAGE>
                                                                      EXHIBIT 16
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE INVESTORS FUND - CLASS A SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.


<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $942.89        $2,750.31      191.68%     11.30%        175.03%     10.65%

5 YEARS ENDED
06/30/97          06/30/92      $942.45        $1,809.60      92.01%      13.94%        80.96%      12.59%

1 YEAR ENDED
06/30/97          06/30/96      $942.95        $1,144.82      21.41%      21.41%        14.48%      14.48%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>
<PAGE>

<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE INVESTORS FUND - CLASS B SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,805.52      $2,805.52      180.55%     10.87%        180.55%     10.87%

5 YEARS ENDED
06/30/97          06/30/92      $1,846.83      $1,826.83      84.68%      13.05%        82.68%      12.81%

1 YEAR ENDED
06/30/97          06/30/96      $1,203.41      $1,153.41      20.34%      20.34%        15.34%      15.34%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE INVESTORS FUND - CLASS C SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,745.44      $2,745.44      174.54%     10.63%        174.54%     10.63%

5 YEARS ENDED
06/30/97          06/30/92      $1,807.27      $1,807.27      80.73%      12.57%        80.73%      12.57%

1 YEAR ENDED
06/30/97          06/30/96      $1,196.27      $1,186.27      19.63%      19.63%        18.63%      18.63%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>

<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE SPECIAL EQUITIES FUND - CLASS A SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.


<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $942.54        $2,732.01      189.86%     11.23%        173.20%     10.57%

5 YEARS ENDED
06/30/97          06/30/92      $942.73        $1,647.10      74.72%      11.81%        64.71%      10.50%

1 YEAR ENDED
06/30/97          06/30/96      $942.10        $1,095.60      16.29%      16.29%        9.56%       9.56%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE SPECIAL EQUITIES FUND - CLASS B SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,651.28      $2,651.28      165.13%     10.24%        165.13%     10.24%

5 YEARS ENDED
06/30/97          06/30/92      $1,598.12      $1,578.12      59.81%      9.83%         57.81%      9.55%

1 YEAR ENDED
06/30/97          06/30/96      $1,136.16      $1,086.16      13.62%      13.62%        8.62%       8.62%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE SPECIAL EQUITIES FUND - CLASS C SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,676.47      $2,676.47      167.65%     10.35%        167.65%     10.35%

5 YEARS ENDED
06/30/97          06/30/92      $1,613.32      $1,613.32      61.33%      10.04%        61.33%      10.04%

1 YEAR ENDED
06/30/97          06/30/96      $1,131.31      $1,121.93      13.13%      13.13%        12.19%      12.19%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE STOCK FUND - CLASS A SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.


<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $942.21        $3,023.12      220.85%     12.36%        202.31%     11.70%

5 YEARS ENDED
06/30/97          06/30/92      $942.77        $1,917.99      103.45%     15.26%        91.80%      13.91%

1 YEAR ENDED
06/30/97          06/30/96      $942.80        $1,232.77      30.76%      30.76%        23.28%      23.28%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>
<PAGE>

<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE STOCK FUND - CLASS B SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $3,063.47      $3,063.47      206.35%     11.85%        206.35%     11.85%

5 YEARS ENDED
06/30/97          06/30/92      $1,942.52      $1,922.52      94.25%      14.20%        92.25%      13.97%

1 YEAR ENDED
06/30/97          06/30/96      $1,293.17      $1,243.17      29.32%      29.32%        24.32%      24.32%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>

<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE STOCK FUND - CLASS C SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $3,013.11      $3,013.11      201.31%     11.66%        201.31%     11.66%

5 YEARS ENDED
06/30/97          06/30/92      $1,910.62      $1,910.62      91.06%      13.82%        91.06%      13.82%

1 YEAR ENDED
06/30/97          06/30/96      $1,273.45      $1,263.45      27.34%      27.34%        26.34%      26.34%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
                                                           Exhibit 16



                EV TOTAL RETURN FUND CLASS A
                       CALCULATION OF YIELD



                  For the 30 days ended 6/30/97:

                          Interest Income Earned:         $1,351,812
Plus                      Dividend Income Earned:
                                                          ----------
Equal                               Gross Income:         $1,351,812

Minus                                   Expenses:           $343,239
                                                          ----------
Equal                      Net Investment Income:         $1,008,573

Divided            Average daily number of shares
                   outstanding that were entitled
                            to receive dividends:         44,040,549
                                                          ----------
Equal     Net Investment Income Earned Per Share:            $0.0229

         Maximum Offering Price Per Share 6/30/97              $8.97

                                   30 Day Yield*:               3.08%

*  Yield is calculated on a bond equivalent rate as follows:
                       6
    2[(($0.0229/$8.97)+1) -1]
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE TOTAL RETURN FUND - CLASS A SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.


<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $942.25        $2,087.42      121.54%     8.28%         108.74%     7.64%

5 YEARS ENDED
06/30/97          06/30/92      $942.97        $1,422.71      50.88%      8.57%         42.27%      7.31%

1 YEAR ENDED
06/30/97          06/30/96      $942.83        $1,014.67      7.62%       7.62%         1.47%       1.47%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>
<PAGE>
                                                           Exhibit 16



                EV TOTAL RETURN FUND CLASS B
                       CALCULATION OF YIELD



                  For the 30 days ended 6/30/97:

                          Interest Income Earned:           $161,101
Plus                      Dividend Income Earned:
                                                          ----------
Equal                               Gross Income:           $161,101

Minus                                   Expenses:            $71,179
                                                          ----------
Equal                      Net Investment Income:            $89,922

Divided            Average daily number of shares
                   outstanding that were entitled
                            to receive dividends:          4,512,676
                                                          ----------
Equal     Net Investment Income Earned Per Share:            $0.0199

         Maximum Offering Price Per Share 6/30/97              $9.93

                                   30 Day Yield*:               2.42%

*  Yield is calculated on a bond equivalent rate as follows:
                       6
    2[(($0.0199/$9.93)+1) -1]
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE TOTAL RETURN FUND - CLASS B SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,272.39      $2,272.39      127.24%     8.55%         127.24%     8.55%

5 YEARS ENDED
06/30/97          06/30/92      $1,547.66      $1,527.66      54.77%      9.13%         52.77%      8.84%

1 YEAR ENDED
06/30/97          06/30/96      $1,068.49      $1,020.52      6.85%       6.85%         2.05%       2.05%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
                                                           Exhibit 16



                EV TOTAL RETURN FUND CLASS C
                       CALCULATION OF YIELD



                  For the 30 days ended 6/30/97:

                          Interest Income Earned:            $14,008
Plus                      Dividend Income Earned:
                                                          ----------
Equal                               Gross Income:            $14,008

Minus                                   Expenses:            $11,710
                                                          ----------
Equal                      Net Investment Income:             $2,298

Divided            Average daily number of shares
                   outstanding that were entitled
                            to receive dividends:            378,667
                                                          ----------
Equal     Net Investment Income Earned Per Share:            $0.0061

         Maximum Offering Price Per Share 6/30/97             $10.36

                                   30 Day Yield*:               0.70%

*  Yield is calculated on a bond equivalent rate as follows:
                       6
    2[(($0.0061/$10.36)+1) -1]
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EATON VANCE TOTAL RETURN FUND - CLASS C SHARES

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the 1, 5, and 10 year periods ended June 30, 1997.  Total return for the period prior to the
Fund's commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

10 YEARS ENDED
06/30/97          06/30/87      $2,236.32      $2,236.32      123.63%     8.38%         123.63%     8.38%

5 YEARS ENDED
06/30/97          06/30/92      $1,523.09      $1,523.09      52.31%      8.78%         52.31%      8.78%

1 YEAR ENDED
06/30/97          06/30/96      $1,055.40      $1,045.48      5.54%       5.54%         4.55%       4.55%


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV MARATHON EMERGING MARKETS FUND

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from November 30, 1994 through June 30, 1997 and for the 1 year period ended
June 30, 1997.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

LIFE OF
FUND              11/30/94      $1,579.45      $1,539.45      57.94%      19.38%        53.94%      18.20%

1 YEAR ENDED
06/30/97          06/30/96      $1,255.52      $1,205.52      25.55%      25.55%        20.55%      20.55%


                                                                                                    


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV TRADITIONAL EMERGING MARKETS FUND

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from November 30, 1994 through June 30, 1997 and for the 1 year period ended
June 30, 1997.  Total return for the period prior to the Fund's commencement of operations is for the Portfolio (or its
predecessor) adjusted for the Fund's sales charge.
<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

LIFE OF
FUND              11/30/94      $942.51        $1,516.64      60.91%      20.25%        51.66%      17.52%

1 YEAR ENDED
06/30/97          06/30/96      $942.47        $1,186.67      25.91%      25.91%        18.67%      18.67%


                                                                                                    


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV MARATHON GREATER INDIA FUND

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from May 2, 1994 through June 30, 1997 and for the 1 year period ended
June 30, 1997.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                  VALUE OF       VALUE OF
                                INVESTMENT     INVESTMENT          TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    BEFORE CDSC    AFTER CDSC     BEFORE DEDUCTING CDSC     AFTER DEDUCTING CDSC
PERIOD            DATE          ON 06/30/97    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

LIFE OF
FUND              05/02/94      $732.00        $710.04        -26.80%     -9.40%        -29.00%     -10.27%

1 YEAR ENDED
06/30/97          06/30/96      $959.37        $911.40         -4.06%     -4.06%         -8.86%      -8.86%


                                                                                                    


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC *


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period after
                                      deducting the CDSC **
                         P         =  an initial investment of $1,000


 *  The average annual total return not including the CDSC is calculated based on the ending investment value
    before deducting the CDSC.

**  The cumulative total return not including the CDSC is calculated based on the ending investment value before
    deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV TRADITIONAL GREATER INDIA FUND

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from May 2, 1994 through June 30, 1997 and for the 1 year period ended
June 30, 1997.

<CAPTION>


                                         VALUE OF A $1,000 INVESTMENT


                                VALUE OF       VALUE OF            TOTAL RETURN              TOTAL RETURN
INVESTMENT        INVESTMENT    INITIAL        INVESTMENT     EXCLUDING SALES CHARGE    INCLUDING SALES CHARGE
PERIOD            DATE          INVESTMENT*    ON 06/30/97    CUMULATIVE  ANNUALIZED    CUMULATIVE  ANNUALIZED
<S>               <C>           <C>            <C>            <C>         <C>           <C>         <C>

LIFE OF
FUND              05/02/94      $942.51        $706.88        -25.00%     -8.70%        -29.31%     -10.40%

1 YEAR ENDED
06/30/97          06/30/96      $942.03        $905.80         -3.85%     -3.85%         -9.42%      -9.42%


                                                                                                    


Average annual total return is calculated using the following formula:

                                    n 
                              P(1+T)  =  ERV

            where        P         =  an initial investment of $1,000 **
                         T         =  average annual total return
                         n         =  number of years
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period


Cumulative total return is calculated using the following formula:

                               T = ( ERV / P ) - 1

            where        T         =  cumulative total return including the maximum sales charge
                         ERV       =  ending redeemable value of $1,000 initial investment at the end of the period
                         P         =  an initial investment of $1,000 ***


  * Initial investment less the current maximum sales charge of 5.75%.

 ** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
    maximum initial sales charge of 5.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
    maximum initial sales charge of 5.75%.
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> EV MARATHON EMERGING MARKETS FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                        9,190,749
<INVESTMENTS-AT-VALUE>                      11,199,342
<RECEIVABLES>                                   22,227
<ASSETS-OTHER>                                  35,540
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              11,257,109
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        6,756
<TOTAL-LIABILITIES>                              6,756
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     8,652,068
<SHARES-COMMON-STOCK>                          722,408
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                     (38,390)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        628,082
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,008,593
<NET-ASSETS>                                11,250,353
<DIVIDEND-INCOME>                               66,349
<INTEREST-INCOME>                                1,398
<OTHER-INCOME>                                (32,680)
<EXPENSES-NET>                                  71,624
<NET-INVESTMENT-INCOME>                       (36,557)
<REALIZED-GAINS-CURRENT>                       739,425
<APPREC-INCREASE-CURRENT>                    1,030,321
<NET-CHANGE-FROM-OPS>                        1,733,189
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        283,992
<NUMBER-OF-SHARES-REDEEMED>                     90,174
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,525,720
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 82,574
<AVERAGE-NET-ASSETS>                         8,858,012
<PER-SHARE-NAV-BEGIN>                            12.72
<PER-SHARE-NII>                                (0.050)
<PER-SHARE-GAIN-APPREC>                          2.900
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.57
<EXPENSE-RATIO>                                   2.59
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 6
   <NAME> EV MARATHON EMERGING MARKETS FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        5,694,052
<INVESTMENTS-AT-VALUE>                       6,672,324
<RECEIVABLES>                                   19,492
<ASSETS-OTHER>                                  42,834
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,734,650
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       10,017
<TOTAL-LIABILITIES>                             10,017
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     5,859,537
<SHARES-COMMON-STOCK>                          528,590
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      (1,833)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (111,343)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       978,272
<NET-ASSETS>                                 6,724,633
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   9,983
<EXPENSES-NET>                                  85,797
<NET-INVESTMENT-INCOME>                       (75,814)
<REALIZED-GAINS-CURRENT>                       101,310
<APPREC-INCREASE-CURRENT>                      858,544
<NET-CHANGE-FROM-OPS>                          884,040
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                        90,006
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        507,267
<NUMBER-OF-SHARES-REDEEMED>                    164,922
<SHARES-REINVESTED>                              7,110
<NET-CHANGE-IN-ASSETS>                       4,923,844
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                104,145
<AVERAGE-NET-ASSETS>                         4,318,146
<PER-SHARE-NAV-BEGIN>                            10.05
<PER-SHARE-NII>                                (0.143)
<PER-SHARE-GAIN-APPREC>                          2.988
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                      (0.175)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.72
<EXPENSE-RATIO>                                   3.41
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> EV MARATHON GREATER INDIA FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                       78,734,271
<INVESTMENTS-AT-VALUE>                      90,762,855
<RECEIVABLES>                                   82,177
<ASSETS-OTHER>                                  25,924
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              90,870,956
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      107,264
<TOTAL-LIABILITIES>                            107,264
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    93,430,516
<SHARES-COMMON-STOCK>                       12,397,878
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                    (902,781)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (13,792,627)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    12,028,584
<NET-ASSETS>                                90,763,692
<DIVIDEND-INCOME>                              355,104
<INTEREST-INCOME>                                9,220
<OTHER-INCOME>                               (669,907)
<EXPENSES-NET>                                 552,342
<NET-INVESTMENT-INCOME>                      (857,925)
<REALIZED-GAINS-CURRENT>                   (4,474,038)
<APPREC-INCREASE-CURRENT>                   23,068,994
<NET-CHANGE-FROM-OPS>                       17,737,031
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,346,552
<NUMBER-OF-SHARES-REDEEMED>                  1,572,568
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,102,607
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                552,342
<AVERAGE-NET-ASSETS>                        82,945,188
<PER-SHARE-NAV-BEGIN>                             5.91
<PER-SHARE-NII>                                (0.069)
<PER-SHARE-GAIN-APPREC>                          1.479
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.32
<EXPENSE-RATIO>                                   3.01
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 2
   <NAME> EV MARATHON GREATER INDIA FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       85,661,901
<INVESTMENTS-AT-VALUE>                      74,621,491
<RECEIVABLES>                                  279,636
<ASSETS-OTHER>                                  32,936
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              74,934,063
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      272,978
<TOTAL-LIABILITIES>                            272,978
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    96,248,935
<SHARES-COMMON-STOCK>                       12,623,894
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (10,547,440)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                  (11,040,410)
<NET-ASSETS>                                74,661,085
<DIVIDEND-INCOME>                              912,768
<INTEREST-INCOME>                                2,534
<OTHER-INCOME>                               (978,955)
<EXPENSES-NET>                               1,056,821
<NET-INVESTMENT-INCOME>                    (1,120,474)
<REALIZED-GAINS-CURRENT>                   (5,564,374)
<APPREC-INCREASE-CURRENT>                  (1,647,270)
<NET-CHANGE-FROM-OPS>                      (8,332,118)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     12,608,893
<NUMBER-OF-SHARES-REDEEMED>                  3,198,395
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      53,619,691
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,056,821
<AVERAGE-NET-ASSETS>                        76,809,138
<PER-SHARE-NAV-BEGIN>                             6.55
<PER-SHARE-NII>                                (0.099)
<PER-SHARE-GAIN-APPREC>                        (0.541)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               5.91
<EXPENSE-RATIO>                                   2.88
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 14
   <NAME> EV TRADITIONAL INVESTORS FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                      179,116,062
<INVESTMENTS-AT-VALUE>                     258,864,595
<RECEIVABLES>                                   33,456
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             258,898,051
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      227,650
<TOTAL-LIABILITIES>                            227,650
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   174,250,856
<SHARES-COMMON-STOCK>                       29,221,498
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      335,337
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      4,335,675
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    79,748,533
<NET-ASSETS>                               258,670,401
<DIVIDEND-INCOME>                            1,708,319
<INTEREST-INCOME>                            2,651,674
<OTHER-INCOME>                               (854,300)
<EXPENSES-NET>                                 554,773
<NET-INVESTMENT-INCOME>                      2,950,920
<REALIZED-GAINS-CURRENT>                     4,385,188
<APPREC-INCREASE-CURRENT>                   22,444,236
<NET-CHANGE-FROM-OPS>                       29,780,344
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    2,924,865
<DISTRIBUTIONS-OF-GAINS>                     4,495,110
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        644,410
<NUMBER-OF-SHARES-REDEEMED>                  1,773,427
<SHARES-REINVESTED>                            663,002
<NET-CHANGE-IN-ASSETS>                      18,453,003
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                554,773
<AVERAGE-NET-ASSETS>                       247,667,139
<PER-SHARE-NAV-BEGIN>                             8.09
<PER-SHARE-NII>                                  0.101
<PER-SHARE-GAIN-APPREC>                          0.914
<PER-SHARE-DIVIDEND>                           (0.101)
<PER-SHARE-DISTRIBUTIONS>                      (0.155)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.85
<EXPENSE-RATIO>                                   1.15
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 14
   <NAME> EV TRADITIONAL INVESTORS FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                     247,162,534
<RECEIVABLES>                                   17,261
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             247,179,795
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    6,962,397
<TOTAL-LIABILITIES>                          6,962,397
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   178,158,222
<SHARES-COMMON-STOCK>                       29,687,513
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      309,282
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      4,445,597
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    57,304,297
<NET-ASSETS>                               240,217,398
<DIVIDEND-INCOME>                            3,504,553
<INTEREST-INCOME>                            5,869,912
<OTHER-INCOME>                             (1,672,039)
<EXPENSES-NET>                                 525,973
<NET-INVESTMENT-INCOME>                      7,176,453
<REALIZED-GAINS-CURRENT>                    28,326,826
<APPREC-INCREASE-CURRENT>                  (5,008,446)
<NET-CHANGE-FROM-OPS>                       30,494,833
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    7,197,078
<DISTRIBUTIONS-OF-GAINS>                    24,332,072
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,024,596
<NUMBER-OF-SHARES-REDEEMED>                  3,029,893
<SHARES-REINVESTED>                          2,630,611
<NET-CHANGE-IN-ASSETS>                       3,346,982
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                525,973
<AVERAGE-NET-ASSETS>                       237,062,297
<PER-SHARE-NAV-BEGIN>                             8.15
<PER-SHARE-NII>                                  0.254
<PER-SHARE-GAIN-APPREC>                          0.821
<PER-SHARE-DIVIDEND>                           (0.255)
<PER-SHARE-DISTRIBUTIONS>                      (0.880)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.09
<EXPENSE-RATIO>                                   0.93
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> EV TRADITIONAL SPECIAL EQUITIES FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                       63,457,357
<INVESTMENTS-AT-VALUE>                      76,413,650
<RECEIVABLES>                                    1,363
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              76,415,013
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      115,908
<TOTAL-LIABILITIES>                            115,908
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    54,382,188
<SHARES-COMMON-STOCK>                        9,570,366
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                    (191,910)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      9,152,534
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    12,956,293
<NET-ASSETS>                                76,299,105
<DIVIDEND-INCOME>                               48,741
<INTEREST-INCOME>                              198,348
<OTHER-INCOME>                               (267,250)
<EXPENSES-NET>                                 171,749
<NET-INVESTMENT-INCOME>                      (191,910)
<REALIZED-GAINS-CURRENT>                     9,157,195
<APPREC-INCREASE-CURRENT>                  (5,192,868)
<NET-CHANGE-FROM-OPS>                        3,772,417
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                    10,354,414
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,501,229
<NUMBER-OF-SHARES-REDEEMED>                  1,849,226
<SHARES-REINVESTED>                          1,312,676
<NET-CHANGE-IN-ASSETS>                       (699,484)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                171,749
<AVERAGE-NET-ASSETS>                        70,809,593
<PER-SHARE-NAV-BEGIN>                             8.95
<PER-SHARE-NII>                                (0.020)
<PER-SHARE-GAIN-APPREC>                          0.295
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                      (1.255)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.97
<EXPENSE-RATIO>                                   1.25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 1
   <NAME> EV TRADITIONAL SPECIAL EQUITIES FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                      78,118,145
<RECEIVABLES>                                   28,121
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              78,146,266
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,147,677
<TOTAL-LIABILITIES>                          1,147,677
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    48,499,675
<SHARES-COMMON-STOCK>                        8,605,687
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     10,349,753
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    18,149,161
<NET-ASSETS>                                76,998,589
<DIVIDEND-INCOME>                              272,346
<INTEREST-INCOME>                              400,868
<OTHER-INCOME>                               (545,357)
<EXPENSES-NET>                                 203,148
<NET-INVESTMENT-INCOME>                       (75,291)
<REALIZED-GAINS-CURRENT>                    17,592,414
<APPREC-INCREASE-CURRENT>                  (2,037,314)
<NET-CHANGE-FROM-OPS>                       15,479,809
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     7,078,441
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        744,488
<NUMBER-OF-SHARES-REDEEMED>                  1,655,046
<SHARES-REINVESTED>                            688,946
<NET-CHANGE-IN-ASSETS>                       6,542,185
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                203,148
<AVERAGE-NET-ASSETS>                        71,776,338
<PER-SHARE-NAV-BEGIN>                             7.98
<PER-SHARE-NII>                                (0.009)
<PER-SHARE-GAIN-APPREC>                          1.874
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                      (0.895)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.95
<EXPENSE-RATIO>                                   1.04
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> EV TRADITIONAL STOCK FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                       92,720,062
<INVESTMENTS-AT-VALUE>                     121,146,354
<RECEIVABLES>                                   99,249
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             121,245,603
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      200,561
<TOTAL-LIABILITIES>                            200,561
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    79,575,227
<SHARES-COMMON-STOCK>                        7,862,926
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       68,001
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     12,975,522
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    28,426,292
<NET-ASSETS>                               121,045,042
<DIVIDEND-INCOME>                            1,117,086
<INTEREST-INCOME>                              185,806
<OTHER-INCOME>                               (407,065)
<EXPENSES-NET>                                 252,326
<NET-INVESTMENT-INCOME>                        643,501
<REALIZED-GAINS-CURRENT>                    13,012,480
<APPREC-INCREASE-CURRENT>                    4,882,458
<NET-CHANGE-FROM-OPS>                       18,538,439
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      702,126
<DISTRIBUTIONS-OF-GAINS>                     3,181,995
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        102,011
<NUMBER-OF-SHARES-REDEEMED>                    354,892
<SHARES-REINVESTED>                            240,083
<NET-CHANGE-IN-ASSETS>                      14,269,799
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                252,326
<AVERAGE-NET-ASSETS>                       112,852,028
<PER-SHARE-NAV-BEGIN>                            13.56
<PER-SHARE-NII>                                  0.083
<PER-SHARE-GAIN-APPREC>                          2.247
<PER-SHARE-DIVIDEND>                           (0.090)
<PER-SHARE-DISTRIBUTIONS>                      (0.410)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.39
<EXPENSE-RATIO>                                   1.18
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 8
   <NAME> EV TRADITIONAL STOCK FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                     109,491,968
<RECEIVABLES>                                    1,155
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             109,493,123
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    2,717,880
<TOTAL-LIABILITIES>                          2,717,880
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    79,959,746
<SHARES-COMMON-STOCK>                        7,875,724
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      126,626
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      3,145,037
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    23,543,834
<NET-ASSETS>                               106,775,243
<DIVIDEND-INCOME>                            2,427,528
<INTEREST-INCOME>                              311,975
<OTHER-INCOME>                               (744,221)
<EXPENSES-NET>                                 271,932
<NET-INVESTMENT-INCOME>                      1,723,350
<REALIZED-GAINS-CURRENT>                    13,944,394
<APPREC-INCREASE-CURRENT>                    3,178,793
<NET-CHANGE-FROM-OPS>                       18,846,537
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,656,709
<DISTRIBUTIONS-OF-GAINS>                    10,784,514
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        153,277
<NUMBER-OF-SHARES-REDEEMED>                    764,183
<SHARES-REINVESTED>                            696,901
<NET-CHANGE-IN-ASSETS>                       7,400,533
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                271,932
<AVERAGE-NET-ASSETS>                       101,321,347
<PER-SHARE-NAV-BEGIN>                            12.76
<PER-SHARE-NII>                                  0.228
<PER-SHARE-GAIN-APPREC>                          2.272
<PER-SHARE-DIVIDEND>                           (0.220)
<PER-SHARE-DISTRIBUTIONS>                      (1.480)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.56
<EXPENSE-RATIO>                                   1.00
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> EV TRADITIONAL TOTAL RETURN FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                      321,963,208
<INVESTMENTS-AT-VALUE>                     373,561,178
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             373,561,178
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      553,650
<TOTAL-LIABILITIES>                            553,650
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   258,853,368
<SHARES-COMMON-STOCK>                       43,658,017
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                   54,514,519
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      8,041,671
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    51,597,970
<NET-ASSETS>                               373,007,528
<DIVIDEND-INCOME>                            8,955,719
<INTEREST-INCOME>                            1,901,842
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 755,457
<NET-INVESTMENT-INCOME>                      8,698,859
<REALIZED-GAINS-CURRENT>                     8,541,904
<APPREC-INCREASE-CURRENT>                    3,106,273
<NET-CHANGE-FROM-OPS>                       20,347,036
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    6,912,131
<DISTRIBUTIONS-OF-GAINS>                    22,291,993
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,464,685
<NUMBER-OF-SHARES-REDEEMED>                  2,843,950
<SHARES-REINVESTED>                        (6,492,973)
<NET-CHANGE-IN-ASSETS>                    (28,966,387)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                755,457
<AVERAGE-NET-ASSETS>                       381,081,010
<PER-SHARE-NAV-BEGIN>                             8.77
<PER-SHARE-NII>                                  0.254
<PER-SHARE-GAIN-APPREC>                          0.186
<PER-SHARE-DIVIDEND>                           (0.156)
<PER-SHARE-DISTRIBUTIONS>                      (0.515)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.54
<EXPENSE-RATIO>                                   1.14
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000031266
<NAME> EATON VANCE SPECIAL INVESTMENT TRUST
<SERIES>
   <NUMBER> 11
   <NAME> EV TRADITIONAL TOTAL RETURN FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
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<RECEIVABLES>                                3,845,037
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      979,624
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<PAID-IN-CAPITAL-COMMON>                   278,960,667
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<REALIZED-GAINS-CURRENT>                    41,791,324
<APPREC-INCREASE-CURRENT>                 (37,254,680)
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<DISTRIBUTIONS-OF-INCOME>                   23,803,563
<DISTRIBUTIONS-OF-GAINS>                    19,614,278
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<NUMBER-OF-SHARES-SOLD>                        766,884
<NUMBER-OF-SHARES-REDEEMED>                  8,867,665
<SHARES-REINVESTED>                          3,808,653
<NET-CHANGE-IN-ASSETS>                    (55,905,052)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                              1,606,010
<AVERAGE-NET-ASSETS>                       429,850,585
<PER-SHARE-NAV-BEGIN>                             9.13
<PER-SHARE-NII>                                  0.626
<PER-SHARE-GAIN-APPREC>                        (0.014)
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<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.72
<EXPENSE-RATIO>                                   1.23
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000918685
<NAME> EMERGING MARKETS PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
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<INVESTMENTS-AT-VALUE>                      21,837,933
<RECEIVABLES>                                  845,749
<ASSETS-OTHER>                                   9,210
<OTHER-ITEMS-ASSETS>                           462,697
<TOTAL-ASSETS>                              23,456,911
<PAYABLE-FOR-SECURITIES>                     1,608,274
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,742
<TOTAL-LIABILITIES>                          1,613,016
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    18,193,342
<SHARES-COMMON-STOCK>                                0
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<ACCUM-APPREC-OR-DEPREC>                     3,650,553
<NET-ASSETS>                                21,843,895
<DIVIDEND-INCOME>                              129,688
<INTEREST-INCOME>                                2,720
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<EXPENSES-NET>                                  86,405
<NET-INVESTMENT-INCOME>                         70,417
<REALIZED-GAINS-CURRENT>                     1,378,511
<APPREC-INCREASE-CURRENT>                    1,814,440
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<EQUALIZATION>                                       0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      11,185,368
<ACCUMULATED-NII-PRIOR>                              0
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<OVERDISTRIB-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
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<AVERAGE-NET-ASSETS>                        16,652,019
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   1.80
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000918685
<NAME> EMERGING MARKETS PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        8,135,381
<INVESTMENTS-AT-VALUE>                       9,971,630
<RECEIVABLES>                                  328,745
<ASSETS-OTHER>                                  11,102
<OTHER-ITEMS-ASSETS>                           399,281
<TOTAL-ASSETS>                              10,710,758
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       52,231
<TOTAL-LIABILITIES>                             52,231
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     8,822,414
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
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<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                10,658,527
<DIVIDEND-INCOME>                              121,828
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
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<NET-INVESTMENT-INCOME>                         11,410
<REALIZED-GAINS-CURRENT>                       139,702
<APPREC-INCREASE-CURRENT>                    1,561,355
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<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                187,071
<AVERAGE-NET-ASSETS>                         8,366,993
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   2.24
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 155
   <NAME> SOUTH ASIA PORTFOLIO
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1997
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<INVESTMENTS-AT-VALUE>                          118446
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<ASSETS-OTHER>                                    7453
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<TOTAL-ASSETS>                                  127936
<PAYABLE-FOR-SECURITIES>                          4753
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          169
<TOTAL-LIABILITIES>                               4922
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        106418
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
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<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         16595
<NET-ASSETS>                                    123013
<DIVIDEND-INCOME>                                  468
<INTEREST-INCOME>                                   12
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     887
<NET-INVESTMENT-INCOME>                          (407)
<REALIZED-GAINS-CURRENT>                         24619
<APPREC-INCREASE-CURRENT>                        30563
<NET-CHANGE-FROM-OPS>                            24212
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           19089
<ACCUMULATED-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    909
<AVERAGE-NET-ASSETS>                            110027
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   1.63
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000918701
<NAME> SOUTH ASIA PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      115,533,233
<INVESTMENTS-AT-VALUE>                     101,574,573
<RECEIVABLES>                                1,844,752
<ASSETS-OTHER>                                  40,251
<OTHER-ITEMS-ASSETS>                         2,098,396
<TOTAL-ASSETS>                             105,557,972
<PAYABLE-FOR-SECURITIES>                     1,446,048
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      188,531
<TOTAL-LIABILITIES>                          1,634,579
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   117,891,774
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                  (13,968,381)
<NET-ASSETS>                               103,923,393
<DIVIDEND-INCOME>                            1,256,860
<INTEREST-INCOME>                                3,600
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,378,870
<NET-INVESTMENT-INCOME>                      (118,410)
<REALIZED-GAINS-CURRENT>                   (7,682,907)
<APPREC-INCREASE-CURRENT>                    (345,229)
<NET-CHANGE-FROM-OPS>                      (8,146,546)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (8,146,546)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
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<AVERAGE-NET-ASSETS>                       107,797,208
<PER-SHARE-NAV-BEGIN>                                0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   1.51
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000912749
<NAME> INVESTORS PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                      225,969,697
<INVESTMENTS-AT-VALUE>                     318,232,735
<RECEIVABLES>                                1,860,858
<ASSETS-OTHER>                                   4,191
<OTHER-ITEMS-ASSETS>                             1,164
<TOTAL-ASSETS>                             320,098,948
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       28,689
<TOTAL-LIABILITIES>                             28,689
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   227,807,221
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
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<ACCUMULATED-NET-GAINS>                              0
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<ACCUM-APPREC-OR-DEPREC>                    92,263,038
<NET-ASSETS>                               320,070,259
<DIVIDEND-INCOME>                            2,105,274
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<NET-INVESTMENT-INCOME>                      4,320,112
<REALIZED-GAINS-CURRENT>                     5,384,493
<APPREC-INCREASE-CURRENT>                   27,660,427
<NET-CHANGE-FROM-OPS>                       37,365,032
<EQUALIZATION>                                       0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      18,509,477
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-ADVISORY-FEES>                          951,138
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,052,667
<AVERAGE-NET-ASSETS>                       305,982,013
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.69
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000912749
<NAME> INVESTORS PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      235,084,661
<INVESTMENTS-AT-VALUE>                     299,687,272
<RECEIVABLES>                                1,892,039
<ASSETS-OTHER>                                   5,774
<OTHER-ITEMS-ASSETS>                             2,239
<TOTAL-ASSETS>                             301,587,324
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
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<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   236,958,175
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
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<NET-ASSETS>                               301,560,782
<DIVIDEND-INCOME>                            4,218,017
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<NET-INVESTMENT-INCOME>                      9,268,008
<REALIZED-GAINS-CURRENT>                    30,748,316
<APPREC-INCREASE-CURRENT>                  (2,562,219)
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<EQUALIZATION>                                       0
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<NET-CHANGE-IN-ASSETS>                      25,185,982
<ACCUMULATED-NII-PRIOR>                              0
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<AVERAGE-NET-ASSETS>                       287,198,493
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.70
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000925764
<NAME> SPECIAL INVESTMENT PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
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<INVESTMENTS-AT-VALUE>                      81,029,593
<RECEIVABLES>                                  808,982
<ASSETS-OTHER>                                   6,604
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<PAYABLE-FOR-SECURITIES>                       141,972
<SENIOR-LONG-TERM-DEBT>                              0
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<TOTAL-LIABILITIES>                            157,648
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    68,276,531
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<ACCUM-APPREC-OR-DEPREC>                    13,412,219
<NET-ASSETS>                                81,688,750
<DIVIDEND-INCOME>                               52,062
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<NET-INVESTMENT-INCOME>                       (21,617)
<REALIZED-GAINS-CURRENT>                     9,737,492
<APPREC-INCREASE-CURRENT>                  (5,492,823)
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<EQUALIZATION>                                       0
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<NET-CHANGE-IN-ASSETS>                     (1,258,524)
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<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          237,360
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                285,373
<AVERAGE-NET-ASSETS>                        75,956,956
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000925764
<NAME> SPECIAL INVESTMENT PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       64,034,787
<INVESTMENTS-AT-VALUE>                      82,939,829
<RECEIVABLES>                                   13,010
<ASSETS-OTHER>                                   8,153
<OTHER-ITEMS-ASSETS>                             1,553
<TOTAL-ASSETS>                              82,962,545
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       15,271
<TOTAL-LIABILITIES>                             15,271
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    64,042,232
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    18,905,042
<NET-ASSETS>                                82,947,274
<DIVIDEND-INCOME>                              288,670
<INTEREST-INCOME>                              424,785
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 577,731
<NET-INVESTMENT-INCOME>                        135,724
<REALIZED-GAINS-CURRENT>                    18,226,741
<APPREC-INCREASE-CURRENT>                  (1,762,538)
<NET-CHANGE-FROM-OPS>                       16,599,927
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       9,006,999
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          477,560
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                577,731
<AVERAGE-NET-ASSETS>                        76,426,177
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000925460
<NAME> STOCK PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                      108,215,622
<INVESTMENTS-AT-VALUE>                     139,366,046
<RECEIVABLES>                                2,854,380
<ASSETS-OTHER>                                   6,832
<OTHER-ITEMS-ASSETS>                               649
<TOTAL-ASSETS>                             142,227,907
<PAYABLE-FOR-SECURITIES>                     4,366,855
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                             18,410
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   106,692,218
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    31,150,424
<NET-ASSETS>                               137,842,642
<DIVIDEND-INCOME>                            1,266,005
<INTEREST-INCOME>                              210,500
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 461,419
<NET-INVESTMENT-INCOME>                      1,015,086
<REALIZED-GAINS-CURRENT>                    14,737,137
<APPREC-INCREASE-CURRENT>                    5,526,733
<NET-CHANGE-FROM-OPS>                       21,278,956
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      14,879,494
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          401,714
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                       128,664,461
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.72
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000925460
<NAME> STOCK PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       96,520,776
<INVESTMENTS-AT-VALUE>                     122,326,256
<RECEIVABLES>                                1,005,718
<ASSETS-OTHER>                                   8,461
<OTHER-ITEMS-ASSETS>                             1,519
<TOTAL-ASSETS>                             123,341,954
<PAYABLE-FOR-SECURITIES>                       120,500
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      258,306
<TOTAL-LIABILITIES>                            378,806
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    97,339,457
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    25,623,691
<NET-ASSETS>                               122,963,148
<DIVIDEND-INCOME>                            2,692,262
<INTEREST-INCOME>                              346,215
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 826,255
<NET-INVESTMENT-INCOME>                      2,212,222
<REALIZED-GAINS-CURRENT>                    14,716,162
<APPREC-INCREASE-CURRENT>                    4,346,638
<NET-CHANGE-FROM-OPS>                       21,275,022
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      15,245,873
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          706,803
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                826,255
<AVERAGE-NET-ASSETS>                       113,144,304
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.73
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000912751
<NAME> TOTAL RETURN PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<INVESTMENTS-AT-COST>                      371,625,535
<INVESTMENTS-AT-VALUE>                     429,966,051
<RECEIVABLES>                               13,647,670
<ASSETS-OTHER>                                   5,539
<OTHER-ITEMS-ASSETS>                             2,416
<TOTAL-ASSETS>                             443,621,676
<PAYABLE-FOR-SECURITIES>                    21,849,611
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       54,019
<TOTAL-LIABILITIES>                         21,903,630
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   363,365,887
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    58,352,159
<NET-ASSETS>                               421,718,046
<DIVIDEND-INCOME>                           10,148,838
<INTEREST-INCOME>                            2,156,260
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,591,291
<NET-INVESTMENT-INCOME>                     10,713,807
<REALIZED-GAINS-CURRENT>                     9,727,739
<APPREC-INCREASE-CURRENT>                    3,460,156
<NET-CHANGE-FROM-OPS>                       23,901,702
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (33,348,949)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,466,571
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,591,291
<AVERAGE-NET-ASSETS>                       434,691,552
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.74
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000912751
<NAME> TOTAL RETURN PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      401,910,390
<INVESTMENTS-AT-VALUE>                     456,787,688
<RECEIVABLES>                                2,312,245
<ASSETS-OTHER>                                   7,621
<OTHER-ITEMS-ASSETS>                             1,841
<TOTAL-ASSETS>                             459,109,395
<PAYABLE-FOR-SECURITIES>                     3,939,797
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      102,603
<TOTAL-LIABILITIES>                          4,042,400
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   400,174,992
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    54,892,003
<NET-ASSETS>                               455,066,995
<DIVIDEND-INCOME>                           29,112,169
<INTEREST-INCOME>                            4,332,092
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               4,196,343
<NET-INVESTMENT-INCOME>                     29,247,918
<REALIZED-GAINS-CURRENT>                    46,868,346
<APPREC-INCREASE-CURRENT>                 (41,698,849)
<NET-CHANGE-FROM-OPS>                       34,417,415
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (66,603,330)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        3,690,566
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              4,196,343
<AVERAGE-NET-ASSETS>                       492,258,217
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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