EATON VANCE SPECIAL INVESTMENT TRUST, 485BPOS, 1997-04-23

EATON VANCE SPECIAL INVESTMENT TRUST
485BPOS, 1997-04-23

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 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. 46 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 33 [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 [ ] on (date) pursuant to
to paragraph (b) paragraph (a)(1)
[X] on May 1, 1997 pursuant to [ ] 75 days after filing pursuant to
paragraph (b) paragraph (a)(2)
[ ] 60 days after filing pursuant to [ ] on (date) pursuant
paragraph (a)(1) to 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.

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

The Registrant has filed a Declaration pursuant to Rule 24f-2 and on
February 26, 1997 filed its "Notice" as required by that Rule for the fiscal
year ended December 31, 1996.

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

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

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

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

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

Part C--Other Information

Signatures

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

Exhibits

This Amendment is not intended to amend the Prospectus and Statement of
Additional Information of any series of the Registrant not identified above.

<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST
EV MARATHON EMERGING MARKETS FUND
EV TRADITIONAL EMERGING MARKETS FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Opportunities in Emerging
Markets; Investment Policies
and Risks; Organization of
the Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Marathon Fund);
Service Plan (for Traditional
Fund); The Lifetime Investing
Account/Distribution Options;
The Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ -----------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Management of the Fund and the
Other Services Portfolio; Distribution Plan
(for Marathon Fund); Service
Plan (for Traditional Fund);
Custodian; Independent
Certified Public Accountants;
Fees and Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan (for
Marathon Fund); Service Plan
(for Traditional Fund); Fees
and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements

<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST
EV MARATHON GREATER INDIA FUND
EV TRADITIONAL GREATER INDIA FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Opportunities in India and
the Indian Subcontinent;
Investment Policies and
Risks; Organization of the
Fund and the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Marathon Fund);
Service Plan (for Traditional
Fund); The Lifetime Investing
Account/Distribution Options;
The Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC INVESTORS FUND
EV MARATHON INVESTORS FUND
EV TRADITIONAL INVESTORS FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objectives; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund); The
Lifetime Investing Account/
Distribution Options; The
Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ -----------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan (for
Classic and Marathon Funds);
Service Plan (for Traditional
Fund); Fees and Expenses

20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements
<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST
EV CLASSIC SPECIAL EQUITIES FUND
EV MARATHON SPECIAL EQUITIES FUND
EV TRADITIONAL SPECIAL EQUITIES FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund); The
Lifetime Investing Account/
Distribution Options; The
Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ -----------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan (for
Classic and Marathon Funds);
Service Plan (for Traditional
Fund); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements

<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST

EV CLASSIC STOCK FUND
EV MARATHON STOCK FUND
EV TRADITIONAL STOCK FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund); The
Lifetime Investing Account/
Distribution Options; The
Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ -----------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan (for
Classic and Marathon Funds);
Service Plan (for Traditional
Fund); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements

<PAGE>

EATON VANCE SPECIAL INVESTMENT TRUST

EV CLASSIC TOTAL RETURN FUND
EV MARATHON TOTAL RETURN FUND
EV TRADITIONAL TOTAL RETURN FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ ------------------
1. ............. Cover Page Cover Page
2. ............. Synopsis Shareholder and Fund Expenses
3. ............. Condensed Financial The Fund's Financial
Information Highlights;
Performance Information
4. ............. General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund and
the Portfolio
5. ............. Management of the Fund Management of the Fund and the
Portfolio
5A. ............ Management's Discussion of Not Applicable
Fund Performance
6. ............. Capital Stock and Other Organization of the Fund and
Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/
Distribution Options;
Distributions and Taxes
7. ............. Purchase of Securities Valuing Fund Shares; How to
Being Offered Buy Fund Shares; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund); The
Lifetime Investing Account/
Distribution Options; The
Eaton Vance Exchange
Privilege; Eaton Vance
Shareholder Services
8. ............. Redemption or Repurchase How to Redeem Fund Shares
9. ............. Pending Legal Proceedings Not Applicable

PART B
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ -----------------------
10. ............. Cover Page Cover Page
11. ............. Table of Contents Table of Contents
12. ............. General Information and Other Information
History
13. ............. Investment Objectives and Additional Information about
Policies Investment Policies;
Investment Restrictions
14. ............. Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............. Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............. Investment Advisory and Investment Adviser and
Other Services Administrator; Distribution
Plan (for Classic and
Marathon Funds); Service Plan
(for Traditional Fund);
Custodian; Independent
Accountants; Fees and
Expenses
17. ............. Brokerage Allocation and Portfolio Security
Other Practices Transactions; Fees and
Expenses
18. ............. Capital Stock and Other Other Information
Securities
19. ............. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Services for Accumulation
(for Traditional Fund only);
Service for Withdrawal;
Distribution Plan (for
Classic and Marathon Funds);
Service Plan (for Traditional
Fund); Fees and Expenses
20. ............. Tax Status Taxes
21. ............. Underwriters Principal Underwriter; Fees and
Expenses
22. ............. Calculation of Performance Investment Performance;
Data Performance Information
23. ............. Financial Statements Financial Statements

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

[DOOR LOGO]
EV MARATHON
EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

EV MARATHON 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 May 1, 1997 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.
- --------------------------------------------------------------------------------

<CAPTION>
PAGE
<S> <C>
How to Buy Fund Shares.................... 14
How to Redeem Fund Shares................. 15
Reports to Shareholders................... 16
The Lifetime Investing Account/
Distribution Options.................... 16
The Eaton Vance Exchange Privilege........ 17
Eaton Vance Shareholder Services.......... 18
Distributions and Taxes................... 19
Performance Information................... 20
</TABLE>

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

PROSPECTUS DATED MAY 1, 1997

<PAGE>

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

<TABLE>

<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
----------------------------------------------------------------------------
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges Imposed on Redemptions
During the First Seven Years (as a percentage of redemption proceeds
exclusive of all reinvestments and capital appreciation in the account) 5.00%-0%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of
average daily net assets)
----------------------------------------------------------------------------
Management Fees (after fee reduction) 0.00%
Rule 12b-1 Distribution (and Service) Fees 0.83%
Other Expenses (after expense allocations) 2.50%
----
Total Operating Expenses (after reductions) 3.33%
====
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- -------- -------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following contingent
deferred sales charge and expenses on a $1,000
investment, assuming (a) 5% annual return and
(b) redemption at the end of each period: $84 $142 $194 $362
An investor would pay the following expenses on
the same investment, assuming (a) 5% annual
return and (b) no redemptions: $34 $102 $174 $362

</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its expenses for the most recent fiscal year, except
that Management Fees and Other Expenses have been estimated for the current
fiscal year. Management Fees and Other Expenses reflect an expected fee
reduction and expense allocation for the current fiscal year, absent which
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 the Fund and investment advisory and administration fees paid by
the Portfolio of 0.25%, 0.75% and 0.25%, respectively.

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

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

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".

<PAGE>

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

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1996 1995 1994*
------- ------- -------
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year $10.050 $ 9.960 $10.000
------- ------- -------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $(0.143) $(0.268) $(0.003)
Net realized and unrealized gain (loss) on investments 2.988 0.358 (0.037)
------- ------- -------
Total income (loss) from operations $ 2.845 $ 0.090 $(0.040)
------- ------- -------
LESS DISTRIBUTIONS:
From net realized gain $(0.175) $ -- $ --
------- ------- -------
NET ASSET VALUE, end of year $12.720 $10.050 $ 9.96
======= ======= =======
TOTAL RETURN(1) 28.49% 0.90% (0.40)%
RATIOS/SUPPLEMENTAL DATA**:
Net assets, end of year (000 omitted) $ 6,725 $ 1,801 $ 229
Ratio of net expenses to average daily net assets(2)(3) 3.41% 6.19% 0.75%+
Ratio of net expenses to average daily net assets after
custodian fee reduction(2)(3) 3.19% 6.19% --
Ratio of net investment loss to average daily net assets (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 or both 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 $(0.233) $(0.566) $(0.037)
RATIOS (as a percentage of average daily net assets):
Expenses(2)(3) 4.52% 11.35% 9.14%+
Expenses after custodian fee reduction(2)(3) 4.30% 11.35% --
Net investment loss (2.87)% (9.80)% (9.14)%+
+ Annualized.
* For the period from the start of business, November 30, 1994, to December 31, 1994.
(1) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at
the net asset value on the last day of the period reported. Distributions, if any, are assumed to be
reinvested at the net asset value on the record date. Total return is computed on a non-annualized
basis.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
(3) The expense ratios 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>

<PAGE>

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

THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL APPRECIATION. It
currently seeks to meet its investment objective by investing its assets in
Emerging Markets Portfolio (the "Portfolio"), a separate registered investment
company which 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 has grown
from $67 billion in 1982 to over $2,373 billion, as of

<PAGE>

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.

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.

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

DERIVATIVE INSTRUMENTS. The Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return, 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. There can be
no assurance that the Adviser's use of derivative instruments will be
advantageous to the Portfolio.

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

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

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

<PAGE>

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.

<PAGE>

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF
TRUST DATED MARCH 27, 1989, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series (such as the Fund). Each share represents an equal
proportionate beneficial interest in the Fund. When issued and outstanding, the
shares are fully paid and nonassessable by the Trust and redeemable as described
under "How to Redeem Fund Shares". 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 PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations. Accordingly, the Trustees of the Trust
believe that neither the Fund nor its shareholders will be adversely affected by
reason of the Fund investing in the Portfolio.

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.

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. 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 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.

<PAGE>

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. The
Adviser is a subsidiary of Lloyd George Management (B.V.I.) Limited ("LGM"). LGM
and its subsidiaries act as investment adviser to various individual and
institutional clients with total assets under management of approximately $1.5
billion. Eaton Vance's parent, Eaton Vance Corp., owns 22% of the Class A shares
issued by LGM.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in many emerging markets. LGM
currently manages 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.

<PAGE>

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.

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. Absent a fee reduction, the Portfolio
would have 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.

<PAGE>

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 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 PLAN
- --------------------------------------------------------------------------------

The Fund has adopted a Distribution Plan ("Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940 ("1940 Act"). UNDER THE PLAN, THE FUND MAY
PAY 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 FUND SHARES. The Plan provides that the Fund may use such fees
to compensate the Principal Underwriter for sales commissions paid by it to
financial services firms ("Authorized Firms") on the sale of Fund shares and for
interest expenses. 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 shares sold
by such Firms. Contingent deferred sales charges paid to the Principal
Underwriter will be used to reduce amounts owed to it. Because payments to the
Principal Underwriter by the Fund are limited, uncovered distribution charges
(sales commissions paid by the Principal Underwriter plus interest, less
contingent deferred sales charges and Adviser distribution payments received by
it) may exist indefinitely. During the fiscal year ended December 31, 1996, the
Fund paid fees under the Plan equivalent to .75% of the Fund's average daily net
assets. As of December 31, 1996, uncovered distribution charges amounted to
approximately $199,548 (equivalent to 4.0% of the Fund's net assets). For more
information, see "Distribution Plan" in the Statement of Additional Information.

<PAGE>

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

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

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

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

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter.

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.
For further information regarding the valuation of the Portfolio's assets, see
"Determination of Net Asset Value" in the Statement of Additional Information.

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

13
<PAGE>

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

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

An initial investment in the Fund must be at least $1,000. Once an account has
been established the investor may send investments of $50 or more at any time
directly to the Fund's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, 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 Fund may accept initial investments of less than $1,000 on the part of an
individual participant. In the event a shareholder who is a participant of such
a plan terminates participation in the plan, his or her shares will be
transferred to a regular individual account. However, such account will be
subject to the right of redemption by the Fund as described below under "How to
Redeem Fund Shares".

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

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

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

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

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

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

14
<PAGE>

HOW TO REDEEM FUND 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 Fund share next computed after a redemption request is
received in the proper form as described below.

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 Fund, 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,
the Fund'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.

Within seven days after receipt of a redemption request in good order by the
Transfer Agent, the Fund will make payment in cash for the net asset value of
the shares as of the date determined above, reduced by the amount of any
applicable contingent deferred sales charges (described below) and any federal
income tax required to be withheld. Although the Fund normally expects to make
payment in cash for redeemed shares, the Trust, subject to compliance with
applicable regulations, has reserved the right to pay the redemption price of
shares of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio. The
securities so distributed would be valued pursuant to the Portfolio's valuation
procedures. If a shareholder received a distribution in kind, the shareholder
could incur brokerage or other charges in converting the securities to cash.

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

<PAGE>

purchased more than six years prior to the redemption, (b) all shares in the
account acquired through reinvestment of distributions, and (c) the increase, if
any, in the value of all other shares in the account (namely those purchased
within the six years preceding the redemption) over the purchase price of such
shares. Redemptions are processed in a manner to maximize the amount of
redemption proceeds which will not be subject to a CDSC. That is, each
redemption will be assumed to have been made first from the exempt amounts
referred to in clauses (a), (b) and (c) above, and second through liquidation of
those shares in the account referred to in clause (c) on a first-in-first-out
basis. As described under "Distribution Plan", the CDSC will be paid to the
Principal Underwriter or the Fund. Any CDSC which is required to be imposed on
share redemptions will be made in accordance with the following schedule:

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

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

No CDSC will be imposed on Fund shares which have been sold to Eaton Vance or
its affiliates, or to their respective employees or clients. The CDSC will also
be waived for shares redeemed (1) pursuant to a Withdrawal Plan (see "Eaton
Vance Shareholder Services"), (2) as part of a required distribution from a
tax-sheltered retirement plan, or (3) following the death of all beneficial
owners of such shares, provided the redemption is requested within one year of
death (a death certificate and other applicable documents may be required). In
addition, shares acquired as a result of a merger or liquidation of another
Eaton Vance sponsored fund will have a CDSC imposed at the same rate as would
have been imposed in the prior fund.

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

REPORTS TO SHAREHOLDERS

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

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 FUND'S RECORDS.
This account is a complete record of all transactions between the investor and
the Fund which at all times shows the balance of shares owned. The Fund will not
issue share certificates except upon request.

<PAGE>

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

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

"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the account,
or to obtain information about the account. The transfer of shares in a "street
name" account to an account with another Authorized Firm or to an account
directly with the Fund involves special procedures and will require the
beneficial owner to obtain historical purchase information about the shares in
the account from the Authorized Firm. Before establishing a "street name"
account with an 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 one or more other
funds in the Eaton Vance Marathon Group of Funds (including Class I shares of
any EV Marathon Limited Maturity Fund) or Eaton Vance Money Market Fund, which
are subject to a CDSC. Shares of the Fund may also be exchanged for shares of
Eaton Vance Prime Rate Reserves, which are subject to an early withdrawal
charge, and shares of a money market fund sponsored by an Authorized Firm and
approved by the Principal Underwriter (an "Authorized Firm fund"). Any such
exchange will be made on the basis of the net asset value per share of each fund
at the time of the exchange. Exchange offers are available only in states where
shares of the fund being acquired may be legally sold.

<PAGE>

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 Fund 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 the Eaton Vance Marathon
Group of Funds (except EV Marathon Strategic Income Fund, Class I shares of any
EV Marathon Limited Maturity Fund and Eaton Vance Prime Rate Reserves), see "How
to Redeem Fund Shares". The CDSC or early withdrawal charge schedule applicable
to EV Marathon Strategic Income Fund, Class I shares of any EV Marathon Limited
Maturity Fund and Eaton Vance Prime Rate Reserves is 3%, 2.5%, 2% or 1% in the
event of a redemption occurring in the first, second, third or fourth year,
respectively, after the original share purchase.

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

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Emerging Markets Fund may be mailed directly to 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 the account number should accompany each investment.

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

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

18
<PAGE>

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 shares of the 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 Fund (or by the Fund's Transfer Agent). To the extent that
any shares are sold at a loss and the proceeds are reinvested in shares of the
Fund (or other shares of the Fund are acquired) within the period beginning 30
days before and ending 30 days after the date of the redemption, some or all of
the loss generally will not be allowed as a tax deduction. Shareholders should
consult their tax advisers concerning the tax consequences of reinvestments.

DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS. It is the present policy of the Fund to make (A) at least one
distribution annually (normally in December) of all or substantially all of the
investment income allocated to the Fund by the Portfolio (less the Fund's direct
and allocated expenses), and (B) at least one distribution annually of all or
substantially all of the net realized capital gains (if any) allocated to the
Fund by the Portfolio (reduced by any available capital loss carryforwards from
prior years). Shareholders may reinvest all distributions in shares of the Fund
without a sales charge at the net asset value per share as of the close of
business on the record date.

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

TAXES. Distributions by the Fund which are derived from the Fund's allocated
share of the Portfolio's net investment income, net short-term capital gains and
certain foreign exchange gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested in additional shares of the Fund. The
Fund's distributions will generally not qualify for the dividends-received
deduction for corporate shareholders. The Fund anticipates that for federal tax
purposes the entire distribution will constitute ordinary income to the
shareholders. Shareholders reinvesting such distributions should treat the
entire amount of the distribution as the tax basis of the additional shares
acquired by reason of such reinvestment. Certain distributions which are
declared by the Fund in October, November or December and paid the following
January will be taxable to shareholders as if received on December 31 of the
year in which they are declared.

Capital gains referred to in clause (B) above, if any, realized by the Portfolio
and allocated to the Fund for the Fund's fiscal year, which ends on December 31,
will usually be distributed by the Fund prior to the end of December.
Distributions by the Fund of long-term capital gains allocated to the Fund by
the Portfolio are taxable to shareholders as long-term capital gains, whether
paid in cash or reinvested in additional shares of the Fund and regardless of
the length of time Fund shares have been owned by the shareholder. If shares are
purchased shortly before the record date of a distribution, the shareholder will
pay the full price for the shares and then receive some portion of the price
back as a taxable distribution. The amount, timing and character of the Fund's
distributions to shareholders may be affected by special tax rules governing the
Portfolio's activities in options, futures and forward foreign currency exchange
transactions or certain other investments.

The Fund intends to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") and to satisfy all requirements
relating to the sources of its income, the distribution of its income, and the
diversification of assets. In satisfying these requirements, the Fund will treat
itself as owning its proportionate share of each of the Portfolio's assets and
as entitled to the income of the Portfolio properly attributable to such share.

19
<PAGE>

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

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

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in the value of $1,000 invested at the maximum public offering
price (net asset value) 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 which do not take into account
any CDSC which may be imposed upon redemptions at the end of the specified
period. Any performance figure which does not take into account the CDSC would
be reduced to the extent such charge is imposed upon a redemption.

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

20
<PAGE>

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

<TABLE>
LIFE OF FUND AVERAGE ANNUAL TOTAL RETURN - 13.01%
<CAPTION>

[GRAPH]
<S> <C>
1994(1) (0.40%)
1995* 0.90%
1996* 28.49%

(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.

</TABLE>

<PAGE>
- --------------------------------------------------------------------------------
[EV LOGO]

EATON VANCE
==================
MUTUAL FUNDS
- --------------------------------------------------------------------------------

EV MARATHON EMERGING

MARKETS

FUND

PROSPECTUS

MAY 1, 1997

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

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

SPONSOR AND MANAGER OF EV MARATHON 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, 89 South Street, Boston, MA 02111

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

M-EMP
<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

[EV LOGO]
EV TRADITIONAL
EMERGING MARKETS FUND
- --------------------------------------------------------------------------------

EV TRADITIONAL 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").

PAGE

Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
Investment Opportunities in Emerging
Markets................................. 4
Investment Policies and Risks............. 5
Organization of the Fund and the
Portfolio............................... 9
Management of the Fund and the
Portfolio............................... 10
Distribution Plan......................... 12
Valuing Fund Shares....................... 13
How to Buy Fund Shares.................... 13
How to Redeem Fund Shares................. 16
Reports to Shareholders................... 17
The Lifetime Investing Account/
Distribution Options.................... 17
The Eaton Vance Exchange Privilege........ 18
Eaton Vance Shareholder Services.......... 19
Distributions and Taxes................... 20
Performance Information................... 21

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

PROSPECTUS DATED MAY 1, 1997

<PAGE>

<TABLE>
SHAREHOLDER AND FUND EXPENSES
- ---------------------------------------------------------------------------------------------

<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
----------------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage
of average daily net assets)
----------------------------------------------------------------------------------------
Management Fees (after fee reduction) 0.00%
Rule 12b-1 Distribution (and Service) Fees 0.50%
Other Expenses (after expense allocations) 2.45%
----
Total Operating Expenses (after reductions) 2.95%
====

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- -------- --------
<S> <C> <C> <C> <C>
An investor would pay the following maximum
initial sales charge and expenses on a $1,000
investment, assuming (a) 5% annual return and (b)
redemption at the end of each period: $76 $134 $195 $359
</TABLE>

NOTES:

The table and Example summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and expenses
they will bear, directly or indirectly, by investing in the Fund. Information
for the Fund is based on its expenses for the most recent fiscal year, except
that Management Fees and Other Expenses have been estimated for the current
fiscal year. Management Fees and Other Expenses reflect an expected fee
reduction and expense allocation for the current fiscal year, absent which
Management Fees, Other Expenses and Total Operating Expenses would be estimated
to be 1.25%, 2.84% and 4.59%, respectively. 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.

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

<PAGE>
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------

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

<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994*
------- ------- -------
<S> <C> <C> <C>
NET ASSET VALUE, beginning of year $10.280 $ 9.950 $10.000
------- ------- -------
INCOME (LOSS) FROM OPERATIONS:
Net investment loss $(0.202) $(0.317) $(0.001)
Net realized and unrealized gain (loss) on investments 3.072 0.647 (0.049)
------- ------- -------
Total income (loss) from operations $ 2.870 $ 0.330 $(0.050)
------- ------- -------
LESS DISTRIBUTIONS:
From net realized gain on investments $(0.220) $ -- $ --
------- ------- -------
NET ASSET VALUE, end of year $12.930 $10.280 $ 9.950
======== ======== ========
TOTAL RETURN(1) 28.12% 3.32% (0.50)%
RATIOS/SUPPLEMENTAL DATA**:
Net assets, end of year (000 omitted) $ 3,253 $ 1,374 $ 1,003
Ratio of net expenses to average daily net assets(2)(3) 3.09% 5.06% 0.50%(+)
Ratio of net expenses to average daily net assets after
custodian fee reduction(2)(3) 2.87% 4.75% --
Ratio of net investment loss to average daily net assets (1.41)% (3.79)% (0.50)%(+)

**The expenses related to the operation of the Fund reflect a waiver of Management Fees or an assumption of
expenses or both 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 $(0.417) $(0.770) $(0.010)
RATIOS (as a percentage of average daily net assets):
Expenses(2)(3) 4.59% 10.48% 7.84%(+)
Expenses after custodian fee reduction(2)(3) 4.37% 10.17% --
Net investment loss (2.91)% (9.21)% (7.84)%(+)

- --------------------
(+) Annualized

* For the period from the start of business, December 8, 1994, to December 31, 1994.

(1) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the
net asset value on the last day of the period reported. Distributions, if any, are assumed to be
reinvested at the net asset value on the record 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 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 30, 1994 have not been adjusted to reflect this change.
</TABLE>

<PAGE>

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

INVESTMENT OPPORTUNITIES IN EMERGING MARKETS

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

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

<PAGE>

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

THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE 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.

<PAGE>

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

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

<PAGE>

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

<PAGE>

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.

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.

<PAGE>

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

<PAGE>

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) or from the Portfolio.

MANAGEMENT OF THE FUND AND THE PORTFOLIO

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

The Adviser is registered as an investment adviser with the Commission. The
Adviser is a subsidiary of Lloyd George Management (B.V.I.) Limited ("LGM"). LGM
and its subsidiaries act as investment adviser to various individual and
institutional clients with total assets under management of approximately $1.8
billion. Eaton Vance's parent, Eaton Vance Corp., owns 22% of the Class A shares
issued by LGM.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in many emerging markets. LGM
currently manages 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.

<PAGE>

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

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, 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.

<PAGE>

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 had net assets
of $3,252,905. 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 average daily net
assets for such year.

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

IN ADDITION TO MANAGEMENT FEES AND OTHER EXPENSES, THE FUND PAYS FOR CERTAIN
EXPENSES PURSUANT TO A DISTRIBUTION PLAN (THE "PLAN") DESIGNED TO MEET THE
REQUIREMENTS OF RULE 12B-1 UNDER THE 1940 ACT. The Plan provides that the Fund
will pay a monthly distribution fee to the Principal Underwriter in an amount
equal to the aggregate of (a) .50% of that portion of the Fund's average daily
net assets for any fiscal year which is attributable to shares of the Fund which
have remained outstanding for less than one year and (b) .25% of that portion of
the Fund's average daily net assets for any fiscal year which is attributable to
shares of the Fund which have remained outstanding for more than one year.
Aggregate payments to the Principal Underwriter under the Plan are limited to
those permissible pursuant to the sales charge rule of the National Association
of Securities Dealers, Inc. During the fiscal year ended December 31, 1996, the
Fund paid distribution fees under the Plan to the Principal Underwriter
representing 0.41% of the Fund's average daily net assets for such year.

The Plan also provides that the Fund will pay a quarterly service fee to the
Principal Underwriter in an amount equal on an annual basis to .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year; from such service fee the Principal Underwriter expects to pay a
quarterly service fee to financial service firms ("Authorized Firms"), as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by Authorized Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter not to exceed on an annual basis .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. If the Plan is terminated or not continued in effect, the Fund has no
obligation to reimburse the Principal Underwriter for amounts expended by the
Principal Underwriter in distributing shares of the Fund. During the fiscal year
ended December 31, 1996, the Fund paid or accrued service fees under the Plan
equivalent to 0.09% of the Fund's average daily net assets for such year.

<PAGE>

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share and the public offering price
based thereon. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter.

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

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

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

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

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

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

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

<PAGE>

Purchases of $1 million or more will be aggregated over a 12-month period for
purposes of determining the commission to be paid.

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

Shares of the Fund may be sold at net asset value to current and retired
Directors and Trustees of Eaton Vance funds, including the Portfolio; to 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, 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. Shares may also be
issued at net asset value (1) in connection with the merger of an investment
company with the Fund, (2) to investors making an investment as part of a fixed
fee program whereby an entity unaffiliated with Eaton Vance provides multiple
investment services, such as management, brokerage and custody, 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 Fund's
Principal Underwriter may pay commissions to Authorized Firms who initiate and
are responsible for purchases of shares of the Fund by Eligible Plans of up to
1.00% of the amount invested in such shares.

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 Fund
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.

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

<PAGE>

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Emerging Markets Fund

IN THE CASE OF PHYSICAL DELIVERY:

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

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

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

If total purchases made under this Statement are large enough to qualify for a
lower sales charge than that applicable to the amount specified, all
transactions will be computed at the expiration date of the Statement to give
effect to the lower charge. Any difference in sales charge will be refunded to
the investor in cash, or applied to the purchase of additional shares at the
lower charge if specified by the investor. This refund will be made by the
Authorized Firm and by the Principal Underwriter. If at the time of the
recomputation 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.

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

<PAGE>

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

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 Fund'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.

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

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

<PAGE>

a CDSC of 0.50% will be imposed on such redemption. The CDSC will be imposed on
an amount equal to the lesser of the current market value or the original
purchase price of the shares redeemed. Accordingly, no CDSC will be imposed on
increases in account value above the initial purchase price, including any
distributions that have been reinvested in additional shares. In determining
whether a CDSC is applicable to a redemption, it will be assumed that
redemptions are made first from any shares in the shareholder's account that are
not subject to a CDSC. The CDSC will be retained by the Principal Underwriter.

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

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

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

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

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 BY SENDING A CHECK FOR $50 OR MORE to
the Transfer Agent.

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Emerging Markets Fund 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 the account number should accompany each investment.

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

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

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

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

<PAGE>

TAX-SHELTERED RETIREMENT PLANS: 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,
distributions will be automatically reinvested in additional shares.

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

Sales charges paid upon a purchase of shares of the Fund cannot be taken into
account for purposes of determining gain or loss on a redemption or exchange of
the shares before the 91st day after their purchase to the extent 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.

<PAGE>

will treat itself as owning its proportionate share of each of the Portfolio's
assets and as entitled to the income of the Portfolio properly attributable to
such share.

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (which includes the maximum sales charge) for specified periods, assuming
reinvestment of all distributions. The Fund may also publish annual and
cumulative total return figures from time to time. The Fund may quote total
return for the period prior to commencement of operations which would reflect
the Portfolio's total return (or that of its predecessor) adjusted to reflect
any applicable Fund sales charge.

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

<PAGE>

The following chart reflects the annual investment returns of the Fund for
one-year periods ending December 31 and does not take into account any sales
charge which investors may bear. The total return for the period prior to the
Fund's commencement of operations on December 8, 1994 reflects the total return
of another fund that invests in the Portfolio which had different operating
expenses.

<TABLE>
LIFE OF FUND AVERAGE ANNUAL TOTAL RETURN - 14.08%

<CAPTION>
[GRAPH]

<S> <C>
1994(1)* (0.50%)
1995* 3.32%
1996* 28.32%

(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.

</TABLE>

<PAGE>
- --------------------------------------------------------------------------------
[EV LOGO]

EATON VANCE
==================
------------------
MUTUAL FUNDS
- --------------------------------------------------------------------------------

EV TRADITIONAL

EMERGING

MARKETS

FUND

PROSPECTUS

MAY 1, 1997

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

----------------------------------------------------------------------
SPONSOR AND MANAGER OF EV TRADITIONAL 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, 89 South Street, Boston, MA 02111

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

T-EMP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

[EV LOGO]
EV MARATHON
GREATER INDIA FUND
- --------------------------------------------------------------------------------

EV MARATHON 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").

<CAPTION>
PAGE
<S> <C>
How to Buy Fund Shares.................... 16
How to Redeem Fund Shares................. 17
Reports to Shareholders................... 18
The Lifetime Investing Account/
Distribution Options.................... 19
The Eaton Vance Exchange Privilege........ 19
Eaton Vance Shareholder Services.......... 20
Distributions and Taxes................... 21
Performance Information................... 22
</TABLE>

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

PROSPECTUS DATED MAY 1, 1997

<PAGE>

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

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

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily
net assets)
----------------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.83%
Other Expenses 0.80%
----
Total Operating Expenses 2.88%
=====
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following contingent deferred
sales charge and expenses on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at the
end of each period: $79 $129 $172 $320
An investor would pay the following expenses on the
same investment, assuming (a) 5% annual return and (b)
no redemptions: $29 $ 89 $152 $320
</TABLE>

NOTES:

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

<PAGE>

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

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1996 1995 1994*
------- ------ -------
<S> <C> <C> <C>
NET ASSET VALUE -- beginning of year $ 6.550 $ 9.840 $10.000
------- -------- -------
LOSS FROM OPERATIONS:
Net investment loss $(0.099)(++) $ (0.176) $(0.065)
Net realized and unrealized loss (0.541) (3.114) (0.095)
------- -------- -------
Total loss from operations $(0.640) $ (3.290) $(0.160)
------- -------- -------
NET ASSET VALUE -- end of year $ 5.910 $ 6.550 $ 9.840
======= ======== =======
TOTAL RETURN(1) (9.77%) (33.43%) (1.60%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000 omitted) $74,661 $ 21,041 $38,925
Ratio of net expenses to average daily net assets(2)(3) 2.88% 3.31% 2.54%+
Ratio of net expenses to average net assets after custodian fee
reduction(2) 2.65% 2.90% --
Ratio of net investment loss to average daily net assets (1.46%) (1.74%) (1.42%)+
(+) Annualized.
(++) 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 the last day of the period reported. Distributions, if any, are assumed to be
reinvested at the net asset value on the record date. Total return is computed on a non-annualized
basis.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
(3) The expense ratios 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 as well as its shares of the
Portfolio's. The expense ratio for the year ended December 31, 1994 has 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 6,000 companies, more
than the New York Stock Exchange.

India became independent from the United Kingdom in 1947. It is governed by a
parliamentary democracy under the Constitution of India, under which the
executive, legislative and judicial functions are separated. India has been
engaged in a policy of gradual economic reform since the mid-1980's. 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

<PAGE>

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 early 1997, new finance minister Mr. P.
Chidambaram proposed several cuts in personal and corporate taxes. In sum, the
government's new policies seek to expand opportunities for entrepreneurship in
India. It was unclear, however, to what extent new Prime Minister Inder Kumar
Gujral, appointed in April, 1997, 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 $10 billion in fiscal year 1997. India's
foreign exchange reserves, which had fallen to about $1 billion in 1991, were
over $21 billion in March, 1997.

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

Pakistan and Sri Lanka have also taken steps to liberalize their economies and
improve economic growth. In Pakistan, former interim Prime Minister Meraj Khalid
set an ambitious agenda of macro-economic reform during his three-month tenure
in 1996-7. The successor government of Prime Minister Mohammad Nawaz Sharif is
continuing and accelerating 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.

<PAGE>

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.

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

India currently imposes 20% withholding tax on interest and dividends.
Withholding tax of 10% is currently imposed on gains from sales of shares held
one year or more and 30% on gains from sales of shares held less than one year.
The withholding rate on gains from sales of debt securities is currently 10% if
the securities have been held 12 months or more and 30% if the securities have
been held less than 12 months. 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.

<PAGE>

PAKISTAN. The military has been, and continues to be, an important factor in
Pakistani government and politics, and the civilian government continues to rely
on the support of the army. Ethnic unrest and troubled relations with India are
also continuing problems. In 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 commencement of
bilateral trade with India is under consideration.

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 in 1996,
have periodically disrupted Sri Lanka's government and economy. Although Sri
Lanka's government is currently fairly stable, there can be no assurance that
such stability will continue.

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

<PAGE>

addition, the Portfolio may lose the entire premium paid for purchased options
that expire before they can be profitably exercised by the Portfolio. The
Portfolio incurs transaction costs in opening and closing positions in
derivative instruments. There can be no assurance that the Adviser's use of
derivative instruments will be advantageous to the Portfolio.

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.

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.

<PAGE>

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

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

<PAGE>

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 the Portfolio may be
obtained by contacting the Principal Underwriter, 24 Federal Street, Boston, MA
02110 (617) 482-8260.

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

The Adviser is registered as an investment adviser with the Commission. The
Adviser employs two full-time investment professionals in its Mumbai office, who
provide investment research and advice on Greater India investments. The Adviser
is a subsidiary of Lloyd George Management (B.V.I.) Limited ("LGM"). LGM and its
subsidiaries act as investment adviser to various individual and institutional
clients with total assets under management of approximately $1.8 billion. Eaton
Vance's parent, Eaton Vance Corp., owns 22% 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.

<PAGE>

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:

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.

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

<PAGE>

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.

EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931. EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT
COMPANIES AND VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER
MANAGEMENT OF OVER $17 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.

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 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.

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

<PAGE>

commissions (except on exchange transactions and reinvestments) to Authorized
Firms at the time of sale equal to 4% of the purchase price of the shares sold
by such Firms. Contingent deferred sales charges paid to the Principal
Underwriter will be used to reduce amounts owed to it. Because payments to the
Principal Underwriter by the Fund are limited, uncovered distribution charges
(sales commissions paid by the Principal Underwriter plus interest, less
contingent deferred sales charges and Adviser distribution payments received by
it) may exist indefinitely. During the fiscal year ended December 31, 1996, the
Fund paid fees under the Plan equivalent to .75% of the Fund's average daily net
assets. As of December 31, 1996 uncovered distribution charges amounted to
approximately $4,470,000 (equivalent to 6.0% of the Fund's net assets). For more
information, see "Distribution Plan" in the Statement of Additional Information.

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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 Fund, 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.

<PAGE>

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

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

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

<PAGE>

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

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

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.

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

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

<PAGE>

subject to a CDSC. Shares of the Fund may also be exchanged for shares of Eaton
Vance Prime Rate Reserves, which are subject to an early withdrawal charge, and
shares of a money market fund sponsored by an Authorized Firm and approved by
the Principal Underwriter (an "Authorized Firm fund"). Any such exchange will be
made on the basis of the net asset value per share of each fund at the time of
the exchange. Exchange offers are available only in states where shares of the
fund being acquired may be legally sold.

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

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

<PAGE>

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
the account number should accompany each investment.

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 shares of the 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 Fund (or by the Fund's Transfer Agent). To the extent that
any shares of the Fund are sold at a loss and the proceeds are reinvested in
shares of the Fund (or other shares of the Fund are acquired) within the period
beginning 30 days before and ending 30 days after the date of the redemption,
some or all of the loss generally will not be allowed as a tax deduction.
Shareholders should consult their tax advisers concerning the tax consequences
of reinvestments.

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

<PAGE>

Fund's distributions to shareholders may be affected by special tax rules
governing the Portfolio's activities in options, futures and forward foreign
currency exchange transactions or certain other investments.

The Fund intends to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") and to satisfy all requirements
relating to the sources of its income, the distribution of its income, and
diversification of assets. In satisfying these requirements, the Fund will treat
itself as owning its proportionate share of each of the Portfolio's assets and
as entitled to the income of the Portfolio properly attributable to such share.

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

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

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

<PAGE>

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

<TABLE>
LIFE OF FUND AVERAGE ANNUAL TOTAL RETURN - (17.88)%

<CAPTION>
[GRAPH]

<S> <C>
1994(1) (1.60%)
1995 (33.43%)
1996 (9.77%)

(1) From the start of business, May 2, 1994, to December 3, 1994

</TABLE>

<PAGE>
- --------------------------------------------------------------------------------
[EV LOGO]

EATON VANCE
==================
------------------
MUTUAL FUNDS
- --------------------------------------------------------------------------------

EV MARATHON

GREATER INDIA

FUND

PROSPECTUS

MAY 1, 1997

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

----------------------------------------------------------------------
SPONSOR AND MANAGER OF EV MARATHON GREATER INDIA FUND
ADMINISTRATOR OF EMERGING MARKETS PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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

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

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

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

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

M-GIP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

[LOGO]
EV TRADITIONAL
GREATER INDIA FUND
- --------------------------------------------------------------------------------

EV TRADITIONAL 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").

<TABLE>
<CAPTION>
PAGE
<S> <C>
Shareholder and Fund Expenses............. 2
The Fund's Financial Highlights........... 3
The Fund's Investment Objective........... 4
Investment Opportunities in India and the
Indian Subcontinent..................... 4
Investment Policies and Risks............. 5
Organization of the Fund and the Portfolio 11
Management of the Fund and the Portfolio.. 12
Distribution Plan......................... 14
Valuing Fund Shares....................... 15
How to Buy Fund Shares.................... 15
How to Redeem Fund Shares................. 18
Reports to Shareholders................... 19
The Lifetime Investing Account/
Distribution Options.................... 19
The Eaton Vance Exchange Privilege........ 20
Eaton Vance Shareholder Services.......... 21
Distributions and Taxes................... 22
Performance Information................... 23
</TABLE>

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

PROSPECTUS DATED MAY 1, 1997

<PAGE>

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

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
----------------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of
average daily net assets)
----------------------------------------------------------------------------------------
Management Fees 1.25%
Rule 12b-1 Distribution (and Service) Fees 0.50%
Other Expenses 0.92%
----
Total Operating Expenses 2.67%
====
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following maximum
initial sales charge and expenses on a
$1,000 investment, assuming (a) 5% annual
return and (b) redemption at the end of each
period: $73 $126 $182 $334
</TABLE>

NOTES:

<PAGE>

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

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994*
------- ------- -------
<S> <C> <C> <C>
NET ASSET VALUE -- beginning of year $ 6.560 $ 9.850 $10.000
------- ------- -------
LOSS FROM OPERATIONS:
Net investment loss $(0.092)++ $(0.083) $(0.070)
Net realized and unrealized loss (0.408) (3.207) (0.080)
------- ------- -------
Total loss from operations $(0.500) $(3.290) $(0.150)
------- ------- -------
NET ASSET VALUE -- end of year $ 6.060 $ 6.560 $ 9.850
======= ======= =======
TOTAL RETURN(1) (7.62%) (33.40%) (1.50%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000 omitted) $27,701 $16,000 $17,921
Ratio of net expenses to average daily net assets(2)(3) 2.67% 3.24% 2.46%(+)
Ratio of net expenses to average daily net assets after
custodian fee reduction(2) 2.44% 2.83% --
Ratio of net investment loss to average daily net assets (1.33%) (1.64%) (1.34%)(+)

- -------------------
(+) Annualized.

(++) 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 the last day of the
period reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the record date. Total return is computed on a
non-annualized basis.

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

(3) The expense ratios 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
ratio for the period ended December 31, 1994 has not been adjusted to
reflect this change.
</TABLE>

<PAGE>

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

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

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

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

Modern economic development in India began in the mid-1940s with the publication
of the Bombay Plan. The Planning Commission was established in 1950 to assess
the country's available resources and to identify growth areas. A centrally
planned economic model was adopted, and in order to control the direction of
private investment, 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-1980s when there began a gradual move towards the liberalization and market

<PAGE>

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 depositaries. 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.

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.

<PAGE>

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.

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

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

<PAGE>

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.

<PAGE>

in place, industrial and commercial activity was expected to increase. The
commencement of bilateral trade with India is under consideration.

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.

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

<PAGE>

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.

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.

<PAGE>

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.

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

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

<PAGE>

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

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages 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.

<PAGE>

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).

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.

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 Ltd. as an investment manager. In 1988,
Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was promoted to
Director of Fleming Investment Management Ltd. In 1992, she was promoted to Head
of the Pacific Region Portfolios Group where she supervised a team of 5 with
responsibility for over $1.5 billion in assets under management. Ms. Ko joined
LGM in 1995.

Under its 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.

<PAGE>

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 had net assets
of $27,700,754. 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.

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

IN ADDITION TO MANAGEMENT FEES AND OTHER EXPENSES, THE FUND PAYS FOR CERTAIN
EXPENSES PURSUANT TO A DISTRIBUTION PLAN (THE "PLAN") DESIGNED TO MEET THE
REQUIREMENTS OF RULE 12B-1 UNDER THE 1940 ACT. The Plan provides that the Fund
will pay a monthly distribution fee to the Principal Underwriter in an amount
equal to the aggregate of (a) .50% of that portion of the Fund's average daily
net assets for any fiscal year which is attributable to shares of the Fund which
have remained outstanding for less than one year and (b) .25% of that portion of
the Fund's average daily net assets for any fiscal year which is attributable to
shares of the Fund which have remained outstanding for more than one year.
Aggregate payments to the Principal Underwriter under the Plan are limited to
those permissible pursuant to the sales charge rule of the National Association
of Securities Dealers, Inc. During the fiscal year ended December 31, 1996, the
Fund paid distribution fees under the Plan to the Principal Underwriter
representing 0.44% of the Fund's average daily net assets for such year.

<PAGE>

The Plan also provides that the Fund will pay a quarterly service fee to the
Principal Underwriter in an amount equal on an annual basis to .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year; from such service fee the Principal Underwriter expects to pay a
quarterly service fee to financial service firms ("Authorized Firms"), as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by Authorized Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter not to exceed on an annual basis .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. If the Plan is terminated or not continued in effect, the Fund has no
obligation to reimburse the Principal Underwriter for amounts expended by the
Principal Underwriter in distributing shares of the Fund. During the fiscal year
ended December 31, 1996, the Fund paid or accrued service fees under the Plan
equivalent to 0.06% of the Fund's average daily net assets for such year.

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share and the public offering price
based thereon. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter.

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

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

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

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

- -----------------
* No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 1% will be
imposed on such investments 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>

<PAGE>

securities and cash) accepted for deposit is $5,000. Securities accepted will be
sold on the day of their receipt or as soon thereafter as possible. The number
of Fund shares to be issued in exchange for securities will be the aggregate
proceeds from the sale of such securities, divided by the applicable public
offering price per Fund share on the day such proceeds are received. Eaton Vance
will use reasonable efforts to obtain the then current market price for such
securities; but does not guarantee the best available price. Eaton Vance will
absorb any transaction costs, such as commissions, on the sale of the
securities.

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Greater India Fund

IN THE CASE OF PHYSICAL DELIVERY:

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

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

<PAGE>

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

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

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

<PAGE>

unaffiliated with Eaton Vance (as described under "How to Buy Fund Shares") and
are redeemed within 12 months of purchase, a CDSC of 0.50% will be imposed on
such redemption. The CDSC will be imposed on an amount equal to the lesser of
the current market value or the original purchase price of the shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any distributions that have been reinvested in
additional shares. In determining whether a CDSC is applicable to a redemption,
it will be assumed that redemptions are made first from any shares in the
shareholder's account that are not subject to a CDSC. The CDSC will be retained
by the Principal Underwriter.

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

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

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

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

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

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

<PAGE>

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

<PAGE>

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Greater India Fund 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 the account number should accompany each investment.

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

<PAGE>

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, distributions will be automatically reinvested in
additional shares.

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

The Fund intends to qualify as a regulated investment company under the Code and
to satisfy all requirements relating to the sources of its income, the
distribution of its income, and the diversification of assets. In satisfying
these requirements, the Fund will treat itself as owning its proportionate share
of each of the Portfolio's assets and as entitled to the income of the Portfolio
properly attributable to such share.

<PAGE>

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (which includes the maximum sales charge) for specified periods, assuming
reinvestment of all distributions. The Fund may also publish annual and
cumulative total return figures from time to time. The Fund may use such total
return figures, together with comparisons with the Consumer Price Index, various
domestic and foreign securities indices and performance studies prepared by
independent organizations, in advertisements and in information furnished to
present or prospective shareholders.

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

<PAGE>

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

<TABLE>

LIFE OF FUND AVERAGE ANNUAL TOTAL RETURN - (17.10)%
<CAPTION>
[GRAPH]
<S> <C>
1994(1) (1.50%)
1995 (33.40%)
1996 (7.62%)

(1) From the start of business, May 2, 1994, to December 31, 1994
</TABLE>

<PAGE>

<TABLE>
<S> <C>
[EATON VANCE LOGO]
EV TRADITIONAL
EATON VANCE
==================
------------------
GREATER INDIA MUTUAL FUNDS

FUND

PROSPECTUS

MAY 1, 1997

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

- --------------------------------------------------------------------------------
SPONSOR AND MANAGER OF EV TRADITIONAL GREATER INDIA FUND

ADMINISTRATOR OF SOUTH ASIA PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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

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

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

TRANSFER AGENT

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

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

T-GIP

</TABLE>

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

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

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated May 1, 1997 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 Portfolio's
investment adviser is Boston Management and Research (the "Investment Adviser"),
a wholly-owned subsidiary of Eaton Vance Management, and Eaton Vance Management
is the administrator (the "Administrator") of the Fund. The offices of the
Investment Adviser and the Administrator are located at 24 Federal Street,
Boston, MA 02110.
- ------------------------------------------------------------------------------

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

Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................ 8
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 9
The Fund's Investment Objectives ...................... 4 Reports to Shareholders ........................... 11
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund and the Portfolio ........... 5 The Eaton Vance Exchange Privilege ................ 12
Management of the Fund and the Portfolio .............. 6 Eaton Vance Shareholder Services .................. 12
Distribution Plan ..................................... 7 Distributions and Taxes ........................... 13
Valuing Fund Shares ................................... 8 Performance Information ........................... 14
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED MAY 1, 1997

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

<TABLE>
SHAREHOLDER TRANSACTION EXPENSES
- -------------------------------------------------------------------------------------------------------
<S> <C>

Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Contingent Deferred Sales Charge Imposed on Redemption during the First Year (as
a percentage of redemption proceeds exclusive of all reinvestments and capital
appreciation in the account) 1.00%

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily net assets)
- ---------------------------------------------------------------------------------------------------------
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 1.000
Other Expenses 0.985
-----
Total Operating Expenses 2.610%
=====

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses (including a
contingent deferred sales charge in the case of redemption
during the first year after purchase) on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at the end
of each period: $36 $81 $139 $294

</TABLE>

NOTES:

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

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

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

<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED JANUARY 31,
--------------------------- ----------------------------
1996 1995** 1995 1994***
---- ------ ---- -------
<S> <C> <C> <C> <C>
NET ASSET VALUE -- Beginning of year $11.740 $ 9.610 $10.460 $10.000
------- ------- ------- -------
Income (loss) from operations:
Net investment income $ 0.155 $ 0.135 $ 0.215 $ 0.025
Net realized and unrealized gain (loss) on
investments 1.175 2.240 (0.810) 0.435
------- ------- ------- -------
Total income (loss) from operations $ 1.330 $ 2.375 $(0.595) $ 0.460
------- ------- ------- -------
Less distributions:
From net investment income $(0.150) $(0.128) $(0.166) --
In excess of net investment income(3) -- -- (0.074) --
From realized gain on investment transactions (0.720) (0.117) (0.002) --
From paid-in capital -- -- (0.013) --
------- ------- ------- -------
Total distributions $(0.870) $(0.245) $(0.255) --
------- ------- ------- -------
NET ASSET VALUE -- End of year $12.200 $11.740 $ 9.610 $10.460
======= ======= ======= =======

TOTAL RETURN(1) 11.50% 24.94% (5.71)% 4.60%

RATIOS/SUPPLEMENTAL DATA (to average daily net assets):*
Expenses(2) 2.61% 3.27%+ 3.23% 1.68%+
Net investment income 1.33% 1.21%+ 1.49% 1.81%+

NET ASSETS, END OF YEAR (000's omitted) $ 7,014 $ 6,566 $ 2,073 $ 664

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

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

(1)Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
value on the last day of each period reported. Distributions, if any, are assumed to be reinvested at the net
asset value on the record date. Total return is computed on a non-annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
(3)The Fund has followed the Statement of Position (SOP) 93-2: Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the financial statements and tax earnings
and profits that result in temporary over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized gains.
**For the eleven month period ended December 31, 1995.
***For the period from the start of business, November 2, 1993, to January 31, 1994.
+Computed on an annualized basis.

</TABLE>
<PAGE>
THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND LONG-TERM
GROWTH OF CAPITAL. The Fund currently seeks to meet its investment objectives by
investing its assets in Investors Portfolio (the "Portfolio"), a separate
registered investment company which has the same investment objectives and
policies as the Fund. The investment objectives of the Fund may be changed by
the Trustees without a vote of shareholders; as a matter of policy, the Trustees
would not materially change the investment objectives of the Fund without
shareholder approval.

The Fund cannot assure achievement of its objectives. The Fund is not intended
to be a complete investment program, and prospective investors should take into
account their objectives and other investments when considering the purchase of
Fund shares.

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

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

Investments will also be made in fixed-income securities such as preferred
stocks, bonds, debentures, notes or money market instruments in order to
maintain a reasonable level of current income, preserve capital or create a
buying reserve. The 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. The Portfolio may also invest in lower quality, high
risk, high yielding debt securities (commonly referred to as "junk bonds"). The
Portfolio currently intends to limit its investments in these securities to 5%
or less of its assets.

The Portfolio may invest up to 20% of its net assets in securities issued by
foreign companies. Investing in such securities (including depositary 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 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, 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, the Portfolio
may buy or sell foreign currencies or may enter into forward foreign currency
exchange contracts to purchase or sell a specified currency at a specified price
and future date.

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

The Portfolio may sell securities 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). Under current tax law, short sales
against-the-box enable the Portfolio to hedge its exposure to securities that it
holds without selling the securities and recognizing gains. 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. The Portfolio expects normally to close its short sales
against-the-box by delivering newly-acquired stock. The Portfolio's ability to
utilize short sales may be limited if proposed tax legislation is enacted. No
more than 20% of the Portfolio's assets will be subject to short sales at any
one time.

An investment in the Fund entails the risk that the principal value of Fund
shares and the income earned thereon may not increase or may decline. The
Portfolio's investments in equity securities are subject to the risk of adverse
developments affecting particular companies or industries and the stock market
generally. Investments in 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, the Portfolio seeks both to
reduce the risks ordinarily inherent in holding one security or securities of a
single issuer and to improve the prospects for possible growth by investing in a
substantial number of prudently selected securities. Attainment of the
Portfolio's objectives cannot, of course, be assured since its asset value
fluctuates with changes in the market value of its investments and dividends
paid depend upon income received by the Portfolio. The Portfolio may temporarily
borrow up to 5% of the value of its total assets to satisfy redemption requests
or settle securities transactions.

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

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF
TRUST DATED MARCH 27, 1989, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series (such as the Fund). Each share represents an equal
proportionate beneficial interest in the Fund. When issued and outstanding, the
shares are fully paid and nonassessable by the Trust and redeemable as described
under "How to Redeem Fund Shares." 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 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 (at least when the
assets of the Portfolio exceed $300 million) and may over time result in lower
expenses for the Fund.

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 objectives of the Portfolio are no longer consistent with the
investment objectives 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 objectives. 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
- --------------------------------------------------------------------------------

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

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
OVER $17 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 Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.

BMR places the portfolio transactions of the Portfolio with many broker-dealer
firms and uses its best efforts to obtain execution of such transactions at
prices which are advantageous to the Portfolio and at reasonably competitive
commission rates. Subject to the foregoing, BMR may consider sales of shares of
the Fund or of other investment companies sponsored by BMR or Eaton Vance as a
factor in the selection of broker-dealer firms to execute portfolio
transactions. The Fund, the 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 the 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 Fund. The Trust has not retained the services of an investment adviser since
the Trust seeks to achieve the investment objectives of the Fund by investing
the Fund's assets in the Portfolio. As Administrator, Eaton Vance provides the
Fund with general office facilities and supervises the overall administration of
the Fund. For these services Eaton Vance currently receives no compensation. The
Trustees of the Trust may determine, in the future, to compensate Eaton Vance
for such services.

The Portfolio and the Fund, as the case may be, will each be responsible for all
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 PLAN
- --------------------------------------------------------------------------------

The Fund has adopted a Distribution Plan ("Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940 ("1940 Act"). Under the Plan, the Fund may
pay 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 Fund shares. The Plan provides that the Fund may use such fees
to compensate the Principal Underwriter for sales commissions paid by it to
financial services firms ("Authorized Firms") on the sale of Fund shares and for
interest expenses. The Principal Underwriter currently expects to pay to an
Authorized Firm (a) sales commissions (except on exchange transactions and
reinvestments) at the time of sale equal to .75% of the purchase price of the
shares sold by such Firm, and (b) monthly sales commissions approximately
equivalent to 1/12 of .75% of the value of shares sold by such Firm and
remaining outstanding for at least one year. During the first year after a
purchase of Fund shares, the Principal Underwriter will retain the sales
commission as reimbursement for the sales commissions made to Authorized Firms
at the time of sale. Contingent deferred sales charges paid to the Principal
Underwriter will be used to reduce amounts owed to it. Because payments to the
Principal Underwriter by the Fund are limited, uncovered distribution charges
(sales commissions paid by the Principal Underwriter plus interest, less
contingent deferred sales charges received by it) may exist indefinitely. During
the fiscal year ended December 31, 1996, the Fund paid or accrued fees under the
Plan equivalent to .75% of the Fund's average daily net assets. As of December
31, 1996, uncovered distribution charges amounted to approximately $831,564
(equivalent to 11.9% of the Fund's net assets). For more information, see
"Distribution Plan" in the Statement of Additional Information.

The Plan also authorizes the Fund to make payments of service fees to the
Principal Underwriter, Authorized Firms and other persons in amounts not
exceeding .25% of the Fund's average daily net assets for personal services
and/or the maintenance of shareholder accounts. The Principal Underwriter
currently expects to pay to an Authorized Firm (a) a service fee (except on
exchange transactions and reinvestments) at the time of sale equal to .25% of
the purchase price of the shares sold by such Firm, and (b) monthly service fees
approximately equivalent to 1/12 of .25% of the value of shares sold by such
Firm and remaining outstanding for at least one year. During the first year
after a purchase of Fund shares, the Principal Underwriter will retain the
service fee as reimbursement for the service fee payment made to Authorized
Firms at the time of sale. For the fiscal year ended December 31, 1996, the Fund
paid or accrued service fees equivalent to .25% of the Fund's average daily net
assets for such year.

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

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

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

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

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

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

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

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

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

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

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 those
shares is based upon the net asset value calculated after the Principal
Underwriter, as the Fund'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.

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

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

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

No CDSC will be imposed on Fund shares which have been sold to Eaton Vance or
its affiliates, or to their respective employees or clients. The CDSC will also
be waived for shares redeemed (1) pursuant to a Withdrawal Plan (see "Eaton
Vance Shareholder Services"), (2) as part of a distribution from a retirement
plan qualified under Section 401, 403(b) or 457 of the Internal Revenue Code of
1986, as amended (the "Code"), or (3) as part of a minimum required distribution
from other tax-sheltered retirement plans.

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

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

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

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

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

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

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

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

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

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

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

Telephone exchanges are accepted by the Transfer Agent provided 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 Fund, 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
- --------------------------------------------------------------------------------

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Classic Investors Fund may be mailed directly to the 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 the account number should accompany each investment.

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

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 shares of the 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 Fund (or by the Fund's Transfer Agent). To the extent that
any shares of the Fund are sold at a loss and the proceeds are reinvested in
shares of the Fund (or other shares of the Fund are acquired) within the period
beginning 30 days before and ending 30 days after the date of 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
- --------------------------------------------------------------------------------

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

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (net asset value) 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 quote total return for the period prior
to commencement of operations which would reflect the Portfolio's total return
(or that of its predecessor) adjusted to reflect any applicable Fund sales
charge.

The following chart reflects the annual investment returns of the Fund for one
year periods ending December 31 and does not take into account any sales charge
which investors may bear. The total return for the period prior to the Fund's
commencement of operations on November 2, 1993 reflects the total return of the
Portfolio (or that of its predecessor) which had different operating expenses.

5 Year Average Annual Total Return -- 10.15%
10 Year Average Annual Total Return -- 10.86%

1987 5.65%
1988 10.68%
1989 20.76%
1990 1.02%
1991 21.28%
1992 6.45%
1993 11.85%
1994* (3.57)%
1995* 26.66%
1996 11.49%

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

[logo]
EATON VANCE
- --------------------
Mutual Funds

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

MAY 1, 1997

EV CLASSIC
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

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

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

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

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

TRANSFER AGENT
First Data Investor Services Group, 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

C-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON
INVESTORS FUND
- --------------------------------------------------------------------------------

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated May 1, 1997 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 Portfolio's
investment adviser is Boston Management and Research (the "Investment Adviser"),
a wholly-owned subsidiary of Eaton Vance Management, and Eaton Vance Management
is the administrator (the "Administrator") of the Fund. The offices of the
Investment Adviser and the Administrator are located at 24 Federal Street,
Boston, MA 02110.
- ------------------------------------------------------------------------------

Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................ 8
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 9
The Fund's Investment Objectives ...................... 4 Reports to Shareholders ........................... 11
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund and the Portfolio ............ 5 The Eaton Vance Exchange Privilege ................ 12
Management of the Fund and the Portfolio .............. 6 Eaton Vance Shareholder Services .................. 13
Distribution Plan ..................................... 7 Distributions and Taxes ........................... 13
Valuing Fund Shares ................................... 8 Performance Information ........................... 14
</TABLE>
- -------------------------------------------------------------------------------
PROSPECTUS DATED MAY 1, 1997

<PAGE>

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

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 0.872
Other Expenses 0.343
-----
Total Operating Expenses 1.840%
=====

An investor would pay the following
expenses on the same investment,
assuming (a) 5% annual return and (b)
no redemptions: $19 $58 $100 $216

NOTES:

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

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

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
The following information should be read in conjunction with the audited
financial statements that appear in the Fund's annual report to shareholders.
The Fund's financial statements have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing. The financial
statements and the report of independent accountants are incorporated by
reference into the Statement of Additional Information. Further information
regarding the performance of the Fund is contained in its annual report to
shareholders which may be obtained without charge by contacting the Principal
Underwriter.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED JANUARY 31,
------------------------------ ----------------------------
1996 1995*** 1995 1994**
------ ------ ------ ------
<S> <C> <C> <C> <C>
NET ASSET VALUE -- Beginning of year $11.700 $ 9.540 $10.390 $10.000
------- ------- ------- -------
Income (loss) from operations:
Net investment income $ 0.250 $ 0.231 $ 0.286 $ 0.025
Net realized and unrealized gain (loss) on investments 1.190 2.299 (0.861) 0.365
------- -------- ------- ------
Total income (loss) from operations $ 1.440 $ 2.530 $(0.575) $ 0.390
------- ------- ------- -------
Less distributions:
From net investment income $(0.250) $(0.245) $(0.274) --
In excess of net investment income(3) $(0.010) -- -- --
From realized gain on investment transactions (0.540) (0.125) (0.001) --
------- ------- ------- -------
Total distributions $(0.800) $(0.370) $(0.275) --
------- ------- ------- -------
NET ASSET VALUE -- End of year $12.340 $11.700 $ 9.540 $10.390
======= ======= ======= =======
TOTAL RETURN(1) 12.55% 26.88% (5.44)% 3.90%
RATIOS/SUPPLEMENTAL DATA (to average daily net assets):
Expenses(2) 1.84% 2.03%+ 2.41% 1.04%+*
Net investment income 2.08% 2.48%+ 2.47% .49%+*
NET ASSETS, END OF YEAR (000's omitted) $46,825 $33,515 $14,508 $ 2,487

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

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

(1)Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
value on the last day of each period reported. Distributions, if any, are assumed to be reinvested at the net asset
value on the record date. Total return is computed on a non-annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
(3)The Fund has followed the Statement of Position (SOP) 93-2: Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distribution by Investment Companies. The SOP requires
that differences in the recognition or classification of income between the financial statements and tax earnings and
profits that result in temporary over-distributions for financial statement purposes, are classified as distributions
in excess of net investment income or accumulated net realized gains.
**For the period from the start of business, November 2, 1993, to January 31, 1994.
***For the eleven month period ended December 31, 1995.
+Computed on an annualized basis.
</TABLE>

<PAGE>

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

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

The Portfolio may invest up to 20% of its net assets in securities issued by
foreign companies. Investing in such securities (including depositary 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 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. 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, the Portfolio may buy or sell foreign currencies or may
enter into forward foreign currency exchange contracts to purchase or sell a
specified currency at a specified price and future date.

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

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF
TRUST DATED MARCH 27, 1989, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series (such as the Fund). Each share represents an equal
proportionate beneficial interest in the Fund. When issued and outstanding, the
shares are fully paid and nonassessable by the Trust and redeemable as described
under "How to Redeem Fund Shares." 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 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 (at least when the
assets of the Portfolio exceed $300 million) and may over time result in lower
expenses for the Fund.

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 objectives of the Portfolio are no longer consistent with the
investment objectives 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 objectives. 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
- --------------------------------------------------------------------------------

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

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

The Fund has adopted a Distribution Plan ("Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940 ("1940 Act"). Under the Plan, the Fund may
pay 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 Fund shares. The Plan provides that the Fund may use such fees
to compensate the Principal Underwriter for sales commissions paid by it to
financial services firms ("Authorized Firms") on the sale of Fund shares and for
interest expenses. 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 shares sold
by such Firms. Contingent deferred sales charges paid to the Principal
Underwriter will be used to reduce amounts owed to it. Because payments to the
Principal Underwriter by the Fund are limited, uncovered distribution charges
(sales commissions paid by the Principal Underwriter plus interest, less
contingent deferred sales charges received by it) may exist indefinitely. During
the fiscal year ended December 31, 1996, the Fund paid fees under the Plan
equivalent to .75% of the Fund's average daily net assets. As of December 31,
1996, uncovered distribution charges amounted to approximately $1,424,961
(equivalent to 3.0% of the Fund's net assets). For more information, see
"Distribution Plan" in the Statement of Additional Information.

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

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

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

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

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Investors Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Marathon Investors Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

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 those
shares is based upon the net asset value calculated after the Principal
Underwriter, as the Fund'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.

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

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

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

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

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

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

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

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

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

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

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

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

No CDSC is imposed on exchanges. For purposes of calculating the CDSC upon
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 the Eaton Vance Marathon
Group of Funds (except EV Marathon Strategic Income Fund, Class I shares of any
EV Marathon Limited Maturity Fund and Eaton Vance Prime Rate Reserves), see "How
to Redeem Fund Shares". The CDSC or early withdrawal charge schedule applicable
to EV Marathon Strategic Income Fund, Class I shares of any EV Marathon Limited
Maturity Fund and Eaton Vance Prime Rate Reserves is 3%, 2.5%, 2% or 1% in the
event of a redemption occurring in the first, second, third or fourth year,
respectively, after the original share purchase.

Telephone exchanges are accepted by the Transfer Agent provided 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 Fund, 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
- --------------------------------------------------------------------------------

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Investors Fund may be mailed directly to the 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 the account number should accompany each investment.

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

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 shares of the 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 Fund (or by the Fund's Transfer Agent). To the extent that
any shares of the Fund are sold at a loss and the proceeds are reinvested in
shares of the Fund (or other shares of the Fund are acquired) within the period
beginning 30 days before and ending 30 days after the date of 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
- --------------------------------------------------------------------------------

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

The Fund intends to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") and to satisfy all requirements
necessary to be relieved of federal taxes on income and gains it distributes to
shareholders. In satisfying these requirements, the Fund will treat itself as
owning its proportionate share of each of the Portfolio's assets and as entitled
to the income of the Portfolio properly attributable to such share.

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by computing the average annual
percentage change in value of $1,000 invested at the maximum public offering
price (net asset value) 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 quote total return for the period
prior to commencement of operations which would reflect the Portfolio's total
return (or that of its predecessor) adjusted to reflect any applicable Fund
sales charge.

5 Year Average Annual Total Return -- 10.59%
10 Year Average Annual Total Return -- 11.09%

1987 5.65%
1988 10.68%
1989 20.76%
1990 1.02%
1991 21.28%
1992 6.45%
1993 11.29%
1994 (3.06)%
1995 27.95%
1996 12.55%

<PAGE>
[logo]
EATON VANCE
- --------------------
Mutual Funds

EV MARATHON INVESTORS FUND
- --------------------------------------------------------------------------------
PROSPECTUS

MAY 1, 1997

EV MARATHON
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

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

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

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

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

TRANSFER AGENT
First Data Investor Services Group, 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

M-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

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

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

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated May 1, 1997 for the Fund, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Comission") and is incorporated herein by reference.
This Statement of Additional Information is available without charge from the
Fund's principal underwriter, Eaton Vance Distributors, Inc. (the "Principal
Underwriter"), 24 Federal Street, Boston, MA 02110 (telephone (800) 225-6265).
The Portfolio's investment adviser is Boston Management and Research (the
"Investment Adviser"), a wholly-owned subsidiary of Eaton Vance Management,
and Eaton Vance Management is the administrator (the "Administrator") of the
Fund. The offices of the Investment Adviser and the Administrator are located
at 24 Federal Street, Boston, MA 02110.
- ------------------------------------------------------------------------------

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

PAGE PAGE
<S> <C> <C>
Shareholder and Fund Expenses ........................ 2 How to Buy Fund Shares ............................ 8
The Fund's Financial Highlights ...................... 3 How to Redeem Fund Shares ......................... 10
The Fund's Investment Objectives ..................... 4 Reports to Shareholders .......................... 11
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund and the Portfolio ........... 5 The Eaton Vance Exchange Privilege ............... 12
Management of the Fund and the Portfolio ............. 6 Eaton Vance Shareholder Services ................. 13
Service Plan ......................................... 7 Distributions and Taxes .......................... 14
Valuing Fund Shares ................................... 7 Performance Information .......................... 15
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

PROSPECTUS DATED MAY 1, 1997

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

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

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
--------------------------------------------------------------------------
Investment Adviser Fee 0.625%
Other Expenses (including Service Plan Fees) 0.305
-----
Total Operating Expenses 0.930%
=====

EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
An investor would pay the following
maximum initial sales charge and
expenses on a $1,000 investment,
assuming (a) 5% annual return and
(b) redemption at the end of each
period: $57 $76 $97 $156

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

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

<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The following information should be read in conjunction with the audited
financial statements that appear in the Fund's annual report to shareholders.
The Fund's financial statements have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing. The financial
statements and the report of independent accountants are incorporated by
reference into the Statement of Additional Information. The financial
highlights for each of the five years in the period ended January 31, 1992,
presented herein, were audited by other auditors whose report dated March 2,
1992, expressed an unqualified opinion on such financial highlights. Further
information regarding the performance of the Fund is contained in its annual
report to shareholders which may be obtained without charge by contacting the
Principal Underwriter.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED JANUARY 31,
----------------------- ------------------------------------------------------------------------
1996 1995* 1995 1994 1993 1992+ 1991+ 1990+ 1989+ 1988+
------ ------ ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
beginning of year $ 8.150 $ 6.840 $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940 $ 8.270
-------- -------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from operations:
Net investment income $ 0.254 $ 0.254 $ 0.283 $ 0.217 $ 0.342 $ 0.364 $ 0.417 $ 0.427 $ 0.390 $ 0.357
Net realized and unrealized
gain (loss) on investments 0.821 1.641 (0.623) 0.833 0.318 0.736 0.103 0.303 0.500 (0.387)
-------- -------- ------- ------- ------- ------- ------- ------- ------ -------
Total income (loss) from
operations $ 1.075 $ 1.895 $(0.340) $ 1.050 $ 0.660 $ 1.100 $ 0.520 $ 0.730 $ 0.890 $(0.030)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
From net investment income $(0.254) $(0.248) $(0.275) $(0.307) $(0.360) $(0.360) $(0.430) $(0.420) $(0.370) $(0.360)
In excess of net investment
income(4) (0.001) -- -- (0.008) -- -- -- -- -- --
From realized gain on
investments (0.880) (0.337) (0.145) (0.525) (0.410) (0.300) (0.198) (0.460) (0.130) (0.622)
From paid in capital -- -- -- -- -- -- (0.012) -- -- (0.318)
------- ------- ------- ------ ------- ------- ------- ------- ------- -------
Total distributions $(1.135) $(0.585) $(0.420) $(0.840) $(0.770) $(0.660) $(0.640) $(0.880) $(0.500) $(1.300)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, end of year $ 8.090 $ 8.150 $ 6.840 $ 7.600 $ 7.390 $ 7.500 $ 7.060 $ 7.180 $ 7.330 $ 6.940
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN(1) 13.61% 28.36% (4.45)% 15.13% 9.30% 16.26% 7.78% 10.27% 13.40% (0.39)%

RATIOS/SUPPLEMENTAL DATA
(to average daily net assets):
Expenses(2) 0.93% 0.95%++ 0.91% 0.90% 0.89% 0.86% 0.89% 0.92% 0.93% 0.90%
Net investment income 3.03% 3.60%++ 4.05% 4.07% 4.62% 4.96% 5.99% 5.73% 5.54% 4.40%
PORTFOLIO TURNOVER(3) -- -- -- 44% 32% 51% 66% 56% 53% 75%
NET ASSETS, end of year
(000's omitted) $240,217 $236,870 $200,419 $227,402 $212,545 $210,197 $198,066 $204,030 $209,544 $209,820
</TABLE>

(2)Includes the Fund's share of the Portfolio's allocated expenses for the
eleven months ended December 31, 1995, the year ended January 31, 1995 and
for the period from October 28, 1993, to January 31, 1994.
(3)Portfolio Turnover represents the rate of portfolio activity for the period
while the Fund was making investments directly in securities. The portfolio
turnover for the period since the Fund transferred its assets to the
Portfolio is shown in the Portfolio's financial statements which are
included in the Fund's Annual Report.

(4)The Fund has followed the Statement of Position (SOP) 93-2: Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distribution by Investment Companies. The SOP
requires that differences in the recognition or classification of income
between the financial statements and tax earnings and profits that result
in temporary over-distributions for financial statement purposes, are
classified as distributions in excess of net investment income or
accumulated net realized gains.

+Audited by previous auditors.
++Computed on an annualized basis.
*For the eleven month period ended December 31, 1995.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVES
- --------------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVES ARE TO PROVIDE CURRENT INCOME AND LONG-TERM
GROWTH OF CAPITAL. The Fund currently seeks to meet its investment objectives
by investing its assets in Investors Portfolio (the "Portfolio"), a separate
registered investment company which has the same investment objectives and
policies as the Fund. The investment objectives of the Fund may be changed by
the Trustees without a vote of shareholders; as a matter of policy, the
Trustees would not materially change the investment objectives of the Fund
without shareholder approval.

The Fund cannot assure achievement of its objectives. The Fund is not intended
to be a complete investment program, and prospective investors should take
into account their objectives and other investments when considering the
purchase of Fund shares.

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

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

Investments will also be made in fixed-income securities such as preferred
stocks, bonds, debentures, notes or money market instruments in order to
maintain a reasonable level of current income, preserve capital or create a
buying reserve. The 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. The Portfolio may also invest in lower quality,
high risk, high yielding debt securities (commonly referred to as "junk
bonds"). The Portfolio currently intends to limit its investments in these
securities to 5% or less of its assets.

The Portfolio may invest up to 20% of its net assets in securities issued by
foreign companies. Investing in such securities (including depositary
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 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. 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, the Portfolio may buy or
sell foreign currencies or may enter into forward foreign currency exchange
contracts to purchase or sell a specified currency at a specified price and
future date.

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

The Portfolio may sell securities 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). Under current tax law, short
sales against-the-box enable the Portfolio to hedge its exposure to securities
that it holds without selling the securities and recognizing gains. 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. The Portfolio expects normally to close its short sales
against-the-box by delivering newly-acquired stock. The Portfolio's ability to
utilize short sales may be limited if proposed tax legislation is enacted. No
more than 20% of the Portfolio's assets will be subject to short sales at any
one time.

An investment in the Fund entails the risk that the principal value of Fund
shares and the income earned thereon may not increase or may decline. The
Portfolio's investments in equity securities are subject to the risk of
adverse developments affecting particular companies or industries and the
stock market generally. Investments in 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, the
Portfolio seeks both to reduce the risks ordinarily inherent in holding one
security or securities of a single issuer and to improve the prospects for
possible growth by investing in a substantial number of prudently selected
securities. Attainment of the Portfolio's objectives cannot, of course, be
assured since its asset value fluctuates with changes in the market value of
its investments and dividends paid depend upon income received by the
Portfolio. The Portfolio may temporarily borrow up to 5% of the value of its
total assets to satisfy redemption requests or settle securities transactions.

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

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION
OF TRUST DATED MARCH 27, 1989, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Fund). Each share
represents an equal proportionate beneficial interest in the Fund. When issued
and outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Fund Shares." 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 PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

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 (at least
when the assets of the Portfolio exceed $300 million) and may over time result
in lower expenses for the Fund.

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. 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 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 objectives of the Portfolio are no longer consistent with
the investment objectives 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 objectives. 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
- --------------------------------------------------------------------------------

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

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
OVER $17 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 Portfolio since
it commenced operations. He has been a Vice President of Eaton Vance since
1985 and of BMR since 1992.

BMR places the portfolio transactions of the Portfolio with many broker-dealer
firms and uses its best efforts to obtain execution of such transactions at
prices which are advantageous to the Portfolio and at reasonably competitive
commission rates. Subject to the foregoing, BMR may consider sales of shares
of the Fund or of other investment companies sponsored by BMR or Eaton Vance
as a factor in the selection of broker-dealer firms to execute portfolio
transactions. The Fund, the 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 the 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 Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objectives of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives
no compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.

The Portfolio and the Fund, as the case may be, will each be responsible for
all 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.

<PAGE>

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

In addition to advisory fees and other expenses, the Fund pays service fees
pursuant to a Service Plan (the "Plan") designed to meet the service fee
requirements of the sales charge rule of the National Association of
Securities Dealers, Inc. THE PLAN PROVIDES THAT THE FUND MAY MAKE SERVICE FEE
PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS
TO THE PRINCIPAL UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND
OTHER PERSONS IN AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET
ASSETS FOR ANY FISCAL YEAR. The Trustees of the Trust have initially
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter and Authorized Firms in amounts not
expected to exceed .25% of the Fund's average daily net assets for any fiscal
year based on the value of Fund shares sold by such persons and remaining
outstanding for at least twelve months. During the fiscal year ended December
31, 1996, the Fund paid or accrued service fees under the Plan equivalent to
.085% of the Fund's average daily net assets for such year. The Plan is
described further in the Statement of Additional Information.

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share and the public offering
price based thereon. It is the Authorized Firm's responsibility to transmit
orders promptly to the Principal Underwriter.

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

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

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

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

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

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

SALES CHARGE SALES CHARGE DEALER DISCOUNT
AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 4.75% 4.99% 4.00%
$100,000 but less than $250,000 3.75 3.90 3.15
$250,000 but less than $500,000 2.75 2.83 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.70
$1,000,000 or more 0.00* 0.00* See Below**
</TABLE>
*No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 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.

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

Shares of the Fund may be sold at net asset value to current and retired
Directors and Trustees of Eaton Vance funds, including the Portfolio; to
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, employees of Authorized Firms and bank employees
who refer customers to registered representatives of Authorized Firms; to
officers and employers of IBT and the Transfer Agent; and to such persons'
spouses and children under the age of 21 and their beneficial accounts. Shares
may also be issued at net asset value (1) in connection with the merger of an
investment company with the Fund, (2) to investors making an investment as
part of a fixed fee program whereby an entity unaffiliated with the investment
adviser provides multiple investment services, such as management, brokerage
and custody, and (3) to investment advisers, 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 advisers, financial planners or other
intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment adviser, 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 Fund's Principal Underwriter may
pay commissions to Authorized Firms who initiate and are responsible for
purchases of shares of the Fund by Eligible Plans of up to 1.00% of the amount
invested in such shares.

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
Fund 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.

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

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

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

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

If total purchases 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
Authorized Firm then handling the investor's account.

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

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

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 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 those shares is based upon the net asset value calculated after the
Principal Underwriter, as the Fund'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.

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

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

If shares have been purchased at net asset value with no initial sales charge
by virtue of the purchase having been in the amount of $1 million or more and
are redeemed within 12 months of purchase, a CDSC of 1% will be imposed on
such redemption. If shares have been purchased at net asset value because the
amount invested represents redemption proceeds from a mutual fund unaffiliated
with Eaton Vance (as described under "How to Buy Fund Shares") and are
redeemed within 12 months of purchase, a CDSC of 0.50% will be imposed on such
redemption. The CDSC will be imposed on an amount equal to the lesser of the
current market value or the original purchase price of the shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any distributions that have been reinvested
in additional shares. In determining whether a CDSC is applicable to a
redemption, it will be assumed that redemptions are made first from any shares
in the shareholder's account that are not subject to a CDSC. The CDSC will be
retained by the Principal Underwriter.

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

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

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

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

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 FUND'S
RECORDS. This account is a complete record of all transactions between the
investor and the Fund which at all times shows the balance of shares owned.
The Fund will not issue share certificates except upon request.

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

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

"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the
account, or to obtain information about the account. The transfer of shares in
a "street name" account to an account with another Authorized Firm or to an
account directly with a Fund involves special procedures and will require the
beneficial owner to obtain historical purchase information about the shares in
the account from the Authorized Firm. Before establishing a "street name"
account with an 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 any of the
following funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of
Boston, Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves
and any fund in the Eaton Vance Traditional Group of Funds on the basis of the
net asset value per share of each fund at the time of the exchange (plus, in
the case of an exchange made within six months of the date of purchase of
shares subject to an initial sales charge, an amount equal to the difference,
if any, between the sales charge previously paid on the shares being exchanged
and the sales charge payable on the shares being acquired). Exchange offers
are available only in states where shares of the fund being acquired may be
legally sold.

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

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

The Transfer Agent makes exchanges at the next determined net asset value
after receiving an exchange request in good order (see "How to Redeem Fund
Shares"). Consult the 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.

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

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Traditional Investors Fund may be mailed directly to the 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 the account number should accompany each investment.

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

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

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

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

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

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase
in connection with 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, distributions will be automatically reinvested in additional
shares.

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

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

Sales charges paid upon a purchase of shares of the Fund cannot be taken into
account for purposes of determining gain or loss on a redemption or exchange
of the shares before the 91st day after their purchase to the extent 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.

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

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

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

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

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

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

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%

<PAGE>
[LOGO]
EATON VANCE
- -----------
Mutual Funds

EV TRADITIONAL

INVESTORS FUND

PROSPECTUS

MAY 1, 1997

EV TRADITIONAL
INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

INVESTMENT ADVISER OF INVESTORS PORTFOLIO

Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV TRADITIONAL INVESTORS FUND

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

PRINCIPAL UNDERWRITER

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

CUSTODIAN

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

TRANSFER AGENT

First Data Investor Services Group, 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
T-IFP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

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

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

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated May 1, 1997 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 Portfolio's investment adviser is Boston Management and
Research (the "Investment Adviser"), a wholly-owned subsidiary of Eaton Vance
Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.
- ------------------------------------------------------------------------------

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

Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................ 8
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 9
The Fund's Investment Objective ....................... 4 Reports to Shareholders ........................... 10
Investment Policies and Risks ......................... 4 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund and the Portfolio ............ 5 The Eaton Vance Exchange Privilege ................ 11
Management of the Fund and the Portfolio .............. 6 Eaton Vance Shareholder Services .................. 12
Distribution Plan ..................................... 7 Distributions and Taxes ........................... 13
Valuing Fund Shares ................................... 8 Performance Information ........................... 13
</TABLE>
- --------------------------------------------------------------------------------
PROSPECTUS DATED MAY 1, 1997

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

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

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 1.000%
Other Expenses (after expense allocation) 1.875%
-----
Total Operating Expenses 3.500%
======

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
An investor would pay the following expenses (including a
contingent deferred sales charge in the case of redemption
during the first year after purchase) on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at the end
of each period: $45 $107 $182 $377
</TABLE>

NOTES:

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

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

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

<PAGE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994*
---- ---- ----
<S> <C> <C> <C>
NET ASSET VALUE -- beginning of year $11.630 $ 9.880 $10.000
------- ------- -------

INCOME FROM OPERATIONS:
Net investment loss $(0.374) $(0.182) $(0.003)
Net realized and unrealized gain (loss) on investments 2.669 2.022 (0.117)
------- ------- -------
Total income (loss) from investment operations $ 2.295 $ 1.840 $(0.120)
------- ------- -------

LESS DISTRIBUTIONS:
From net realized gain on investment transactions $(0.575) $ -- $ --
In excess of net realized loss -- (0.090) --
------- ------- -------
Total distributions $(0.575) $(0.090) --
------- ------- -------
NET ASSET VALUE -- end of year $13.350 $11.630 $ 9.880
======= ======= =======

TOTAL RETURN(1) 19.90% 18.65% (1.20)%
RATIOS/SUPPLEMENTAL DATA (TO AVERAGE DAILY NET ASSETS):**
Expenses(2) 3.50% 3.44% 1.60%+
Net investment loss (2.58)% (2.54)% (0.59)%+
NET ASSETS, END OF YEAR (000 omitted) $2,103 $2,139 $122

**The operating expenses of the Fund reflect an allocation of expenses to the Administrator. Had such action not been
taken, net investment loss per share and the ratios would have been as follows:

Net investment loss per share $(0.503) $(0.453) $(0.236)
Ratios (to average daily net assets)
Expenses(2) 4.38% 7.23% 45.05%+
Net investment loss (1.70)% (6.34)% (44.04)%+

*For the period from the start of business, November 17, 1994, to December 31, 1994.
+Computed on an annualized basis.
(1)Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net
asset value on the last day of each period reported. Distributions, if any, are assumed to be reinvested at the
net asset value on the record date. Total return is computed on a non-annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
</TABLE>

<PAGE>

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

THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE GROWTH OF CAPITAL. The Fund
currently seeks to meet its investment objective by investing its assets in
the Special Investment Portfolio (the "Portfolio"), a separate registered
investment company which has the same investment objective and policies as the
Fund. The Fund's and the Portfolio's investment objectives are nonfundamental
and may be changed when authorized by a vote of the Trustees of the Trust or
the Portfolio, respectively, without obtaining the approval of the Fund's
shareholders or the investors in the Portfolio, as the case may be. The
Trustees of the Trust have no present intention to change the Fund's objective
and intend to submit any proposed material change in the investment objective
to shareholders in advance for their approval.

The Fund cannot assure achievement of its objective. The Fund is not intended
to be a complete investment program, and prospective investors should take
into account their objectives and other investments when considering the
purchase of Fund shares.

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

THE PORTFOLIO INVESTS PRIMARILY IN QUALITY GROWTH SECURITIES. Although there
is no formula as to the percentage of assets that will be invested in any one
type of security, the policy of the Portfolio is to invest principally (i.e.,
at least 65% of its total assets during normal investment conditions) in
equity securities, including common stocks and securities convertible into
common stocks, of publicly-held companies combining characteristics of both
growth and quality sought by the Portfolio. Any income received will be
incidental to the Portfolio's objective of capital growth. The criteria for
investments in convertible debt are the same as those used for the common
stock of the issuer. The Portfolio does not currently intend to invest more
than 5% of its net assets in convertible debt. The Portfolio may invest in
companies that have market capitalizations of $250 million or less. Investment
in the securities of such companies may involve greater relative risk due to
their smaller size. From time to time, the Portfolio may also invest in bonds,
notes and certificates of indebtedness if, in the Investment Adviser's
judgment, such investments are consistent with the Portfolio's objective;
however, the Portfolio does not currently intend to invest more than 5% of its
net assets in each of such investments and currently intends to limit its
investments in non-convertible debt to non-convertible debt rated investment
grade (i.e., rated Baa or higher by Moody's Investors Service, Inc. or BBB or
higher by Standard & Poor's Ratings Group) or, if unrated, determined to be of
comparable quality by the Investment Adviser.

Realization of the Portfolio's objective will depend to a large extent on the
accuracy of earnings projections, which are not subject to exact prediction.
If, in the opinion of the Investment Adviser, market conditions are such that
a more conservative approach to investments is deemed desirable, the Portfolio
may temporarily make substantial investments in investment grade fixed-income
obligations of all types and U.S. Government obligations, or in bonds, notes
or other certificates of indebtedness.

In the view of the Investment Adviser, a growth security is an equity security
of a company which has shown relative gains in earning power over a period of
years substantially above that achieved by the economy as a whole and which,
the Investment Adviser expects, will continue to show such gains. It is the
intention of the Portfolio that its portfolio will be concentrated in
securities of companies which, in the Investment Adviser's judgment, seem
likely to double their earning power within a five-year period. To achieve
this objective, a company would require minimum average annual compound rates
of growth over such period of at least 15%. There is, of course, no assurance
that the Investment Adviser will be successful in selecting securities of
companies which meet these standards. In recommending portfolio investments on
behalf of the Portfolio, the Investment Adviser will consider that the quality
of a security depends upon the ability, motivation, depth and integrity of the
issuer's management, the importance of the enterprise in its industry and the
relative importance of the industry within the broad economic framework, the
current financial strength of the enterprise in terms of ability to cushion
adversity and to fund the expansion of activities, and the reliability of
final demand characteristics for products or services. The Portfolio would
generally expect to hold its securities until the Investment Adviser's
judgment of the issuing company's prospects is altered and/or the price of the
company's securities appears to over-discount prospective earnings progress as
compared with other issues with similar characteristics.

The Portfolio may invest in securities issued by foreign companies. Investing
in such securities (including depositary 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 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,
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, the Portfolio may buy or sell foreign currencies.

An investment in the Fund entails the risk that the principal value of Fund
shares may not increase or may decline. The Portfolio's investments in equity
securities are subject to the risk of adverse developments affecting
particular companies or industries and the stock market generally. Investments
in 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. The Portfolio may temporarily
borrow up to 5% of the value of its total assets to satisfy redemption
requests or settle securities transactions.

The Fund and the Portfolio have adopted certain fundamental investment
restrictions which are enumerated in detail in the Statement of Additional
Information and which may not be changed unless authorized by a shareholder
vote and an investor vote, respectively. Except for such enumerated
restrictions and as otherwise indicated in this Prospectus, the investment
objective and policies of the Fund and the Portfolio are not fundamental
policies and accordingly may be changed by the Trustees of the Trust and the
Portfolio without obtaining the approval of the Fund's shareholders or the
investors in the Portfolio, as the case may be.

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

THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE SPECIAL INVESTMENT TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION
OF TRUST DATED MARCH 27, 1989, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Fund). Each share
represents an equal proportionate beneficial interest in the Fund. When issued
and outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Fund Shares". 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 PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. The
Portfolio, as well as the Trust, intends to comply with all applicable federal
and state securities laws. The Portfolio's Declaration of Trust provides that
the Fund and other entities permitted to invest in the Portfolio (e.g., other
U.S. and foreign investment companies, and common and commingled trust funds)
will each be liable for all obligations of the Portfolio. However, the risk of
the Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

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.

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. 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 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
- --------------------------------------------------------------------------------

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

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
OVER $17 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.

Edward E. Smiley, Jr. became the portfolio manager of the 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
TradeStreet Investment Associates, Inc., a wholly-owned subsidiary of
NationsBank.

BMR places the portfolio transactions of the Portfolio with many broker-dealer
firms and uses its best efforts to obtain execution of such transactions at
prices which are advantageous to the Portfolio and at reasonably competitive
commission rates. Subject to the foregoing, BMR may consider sales of shares
of the Fund or of other investment companies sponsored by BMR or Eaton Vance
as a factor in the selection of broker-dealer firms to execute portfolio
transactions. The Fund, the 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 the 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 Fund. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objective of the Fund by
investing the Fund's assets in the Portfolio. As Administrator, Eaton Vance
provides the Fund with general office facilities and supervises the overall
administration of the Fund. For these services Eaton Vance currently receives
no compensation. The Trustees of the Trust may determine, in the future, to
compensate Eaton Vance for such services.

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

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

The Fund has adopted a Distribution Plan ("Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940 ("1940 Act"). UNDER THE PLAN, THE FUND MAY
PAY 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 FUND SHARES. The Plan provides that the Fund may use such fees
to compensate the Principal Underwriter for sales commissions paid by it to
financial services firms ("Authorized Firms") on the sale of Fund shares and
for interest expenses. The Principal Underwriter currently expects to pay to
a financial service firm (an "Authorized Firm") (a) sales commissions (except
on exchange transactions and reinvestments) at the time of sale equal to .75%
of the purchase price of the shares sold by such Firm and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of shares
sold by such Firm and remaining outstanding for at least one year. During the
first year after a purchase of Fund shares, the Principal Underwriter will
retain sales commission payments made by the Fund as reimbursement for the
sales commissions paid to an Authorized Firm at the time of sale. Contingent
deferred sales charges paid to the Principal Underwriter will be used to
reduce amounts owed to it. Because payments to the Principal Underwriter by
the Fund are limited, uncovered distribution charges (sales commissions paid
by the Principal Underwriter plus interest, less contingent deferred sales
charges received by it) may exist indefinitely. During the fiscal year ended
December 31, 1996, the Fund paid fees under the Plan equivalent to .75% of the
Fund's average daily net assets. As of December 31, 1996, uncovered
distribution charges amounted to approximately $189,094 (equivalent to 8.9% of
the Fund's net assets). For more information, see "Distribution Plan" in the
Statement of Additional Information.

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR PERSONAL SERVICES
AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. The Principal Underwriter
currently expects to pay to an Authorized Firm (a) a service fee (except on
exchange transactions and reinvestments) at the time of sale equal to .25% of
the purchase price of the shares sold by such Firm, and (b) monthly service
fees approximately equivalent to 1/12 of .25% of the value of shares sold by
such Firm and remaining outstanding for at least one year. During the first
year after a purchase of Fund shares, the Principal Underwriter will retain
the service fee as reimbursement for the service fee payment made to
Authorized Firms at the time of sale. For the fiscal year ended December 31,
1996, the Fund paid or accrued service fees equivalent to .25% of the Fund's
average daily net assets for such year.

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

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

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

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

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

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

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

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

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Classic Special Equities Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Classic Special Equities Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

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 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 Fund'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.

Within seven days after receipt of a redemption request in good order by the
Transfer Agent, the Fund will make payment in cash for the net asset value of
the shares as of the date determined above, reduced by the amount of any
applicable contingent deferred sales charges (described below) and any federal
income tax required to be withheld. Although the Fund normally expects to make
payment in cash for redeemed shares, the Trust, subject to compliance with
applicable regulations, has reserved the right to pay the redemption price of
shares of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio. The
securities so distributed would be valued pursuant to the Portfolio's
valuation procedures. If a shareholder received a distribution in kind, the
shareholder could incur brokerage or other charges in converting the
securities to cash.

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

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

No CDSC will be imposed on Fund shares which have been sold to Eaton Vance or
its affiliates, or to their respective employees or clients. The CDSC will
also be waived for shares redeemed (1) pursuant to a Withdrawal Plan (see
"Eaton Vance Shareholder Services"), (2) as part of a distribution from a
retirement plan qualified under Section 401, 403(b) or 457 of the Internal
Revenue Code of 1986, as amended ("the Code") or (3) as part of a minimum
required distribution from other tax-sheltered retirement plans.

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

THE 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 FUND'S
RECORDS. This account is a complete record of all transactions between the
investor and the Fund which at all times shows the balance of shares owned.
The Fund will not issue share certificates except upon request.

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