EATON VANCE SPECIAL INVESTMENT TRUST, 485BPOS, 2000-04-26

EATON VANCE SPECIAL INVESTMENT TRUST
485BPOS, 2000-04-26

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<PAGE>

As filed with the Securities and Exchange Commission on April 26, 2000
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
THE SECURITIES ACT OF 1933 [x]
POST-EFFECTIVE AMENDMENT NO. 57 [x]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 44 [x]

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

THE EATON VANCE BUILDING, 255 STATE STREET,
-------------------------------------------
BOSTON, MASSACHUSETTS 02109
---------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET,
-------------------------------------------
BOSTON, MASSACHUSETTS 02109
---------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective pursuant to Rule 485
(check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)
[x] on May 1, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date)pursuant 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.

Capital Growth Portfolio, Emerging Markets Portfolio, Growth & Income
Portfolio, Investment Grade Income Portfolio, Small Company Growth Portfolio,
South Asia Portfolio, Special Equities Portfolio and Utilities Portfolio have
also executed this Registration Statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

LOGO
Investing
for the
21st
Century(R)

EATON VANCE BALANCED FUND
A diversified fund seeking current income and long-term capital growth

EATON VANCE GROWTH & INCOME FUND
A diversified fund seeking growth of principal and income

EATON VANCE SPECIAL EQUITIES FUND
A diversified fund seeking growth of capital

EATON VANCE UTILITIES FUND
A diversified fund seeking high total return and preservation of capital

Prospectus Dated
May 1, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
Fund Summaries 2 Sales Charges 14
Investment Objectives & Principal Redeeming Shares 15
Policies and Risks 10 Shareholder Account
Management and Organization 12 Features 15
Valuing Shares 13 Tax Information 17
Purchasing Shares 13 Financial Highlights 18
- -------------------------------------------------------------------------------

This prospectus contains important information about the Funds and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARIES
EATON VANCE BALANCED FUND

Investment Objective and Principal Strategies. The Fund's investment objective
is to provide current income and long-term growth of capital. The Fund allocates
its assets between common stocks and fixed-income securities. The Fund usually
invests between 50% and 70% of net assets in a diversified portfolio of common
stocks of seasoned companies and between 30% and 50% of net assets in
fixed-income securities (primarily corporate bonds, U.S. Government securities
and short-term investments). Fixed-income securities may be of any investment
quality, but investment in securities rated below investment grade will be
limited to not more than 5% of total assets. The Fund may invest up to 25% of
its total assets in foreign securities. The Fund at times may engage in
derivative transactions (such as futures contracts and options) to protect
against price declines, to enhance returns or as a substitute for purchasing or
selling securities.

When choosing common stocks, the portfolio manager generally seeks to invest in
growth companies with attractive financial characteristics, reasonable
valuations and an identified catalyst for future growth. The portfolio manager
generally acquires fixed-income securities in order to maintain a reasonable
level of current income, or to build or preserve capital. The managers rely on
the investment adviser's research staff in making investment decisions, and will
generally sell a security when the fundamentals of the company deteriorate or to
pursue more attractive investment opportunities.

The Fund currently seeks its objective by investing in two other registered
investment companies.

Principal Risk Factors. The value of Fund shares is sensitive to stock market
volatility. If there is a general decline in the value of U.S. stocks, the value
of the Fund's shares will also likely decline. Changes in stock market values
can be sudden and unpredictable. Also, although stock values can rebound, there
is no assurance that values will return to previous levels. The Fund may hold
fewer than 75 stocks; therefore, the Fund's value is more sensitive to
developments affecting particular stocks than would be a more broadly
diversified fund. To minimize this risk, the Fund normally invests in a variety
of industries.

Because the Fund invests in fixed-income securities, the value of Fund shares is
sensitive to increases in prevailing interest rates and the creditworthiness of
issuers. Because the Fund invests a portion of its assets in foreign securities,
the value of Fund shares may be affected by changes in currency exchange rates
and developments abroad. The use of derivative transactions is subject to
certain limitations and may expose the Fund to increased risk of principal loss.

The Fund is not a complete investment program and you may lose money by
investing. An investment in the Fund is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

<PAGE>

EATON VANCE BALANCED FUND

Performance Information. The following bar chart and table provide information
about Balanced Fund's performance, including a comparison of the Fund's
performance to the performance of a broad-based index of domestic equity stocks
and a diversified, unmanaged index of corporate and U.S. government bonds.
Although past performance is no guarantee of future results, this performance
information demonstrates the risk that the value of your investment will change.
The following returns are for Class A shares for each calendar year through
December 31, 1999 and do not reflect sales charges. If the sales charge was
reflected, the returns would be lower.

1.01% 21.28% 6.45% 11.19% -1.81% 29.69% 13.61% 21.61% 13.43% 1.45%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

</TABLE>

The highest quarterly total return for Class A was 11.24% for the quarter ended
June 30, 1997, and the lowest quarterly return was -6.41% for the quarter ended
September 30, 1999.

<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1999 Year Years Years
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares -4.42% 14.22% 10.71%
Class B Shares -4.16% 14.26% 10.72%
Class C Shares -0.40% 13.86% 10.41%
Standard & Poor's 500 Index 21.03% 28.54% 18.19%
Lehman Brothers Government/Corporate Bond Index -2.15% 7.61% 7.65%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to November 2, 1993 is the performance of Class
A shares, adjusted for the sales charge that applies to Class B or Class C
shares but not adjusted for any other differences in the expenses of the
classes. If such an adjustment were made, the Class B and Class C returns for
that period would be lower. The S&P 500 Index is an unmanaged index commonly
used as a measure of U.S. stock market performance. The Lehman Brothers
Government/Corporate Bond Index is a diversified, unmanaged index of corporate
and U.S. government bonds. Investors cannot invest directly in an Index. (Source
for S&P 500 Index and Lehman Bros. Government/Corporate Bond Index: Lipper
Inc.)

Balanced Fund Fees and Expenses. These tables describe the fees and expenses
that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) 5.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the
lower of net asset value at time of purchase or time of redemption) None 5.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Distributions None None None
Exchange Fee None None None
</TABLE>

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B Class C
- --------------------------------------------------------------------------------
Management Fees 0.61% 0.61% 0.61%
Distribution and Service (12b-1) Fees 0.00% 1.00% 1.00%
Other Expenses* 0.48% 0.23% 0.23%
---- ---- ----
Total Annual Fund Operating Expenses 1.09% 1.84% 1.84%

* Other Expenses for Class A includes a service fee of 0.25%.

Example. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A shares $680 $902 $1,141 $1,827
Class B shares $687 $979 $1,195 $2,159
Class C shares $287 $579 $ 995 $2,159

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------

Class A shares $680 $902 $1,141 $1,827
Class B shares $187 $579 $ 995 $2,159
Class C shares $187 $579 $ 995 $2,159

<PAGE>

EATON VANCE GROWTH & INCOME FUND

Investment Objective and Principal Strategies. The Fund's investment objective
is to provide growth of principal and income. The Fund invests primarily in
common stocks of companies that appear to offer good prospects for increases in
both earnings and dividends. The Fund may invest up to 25% of its total assets
in foreign securities and up to 20% of net assets in convertible debt securities
(including securities rated below investment grade). The Fund at times may
engage in derivative transactions (such as futures contracts and options) to
protect against price declines, to enhance return or as a substitute for
purchasing or selling securities.

The portfolio manager seeks to purchase securities that are favorably priced in
relation to their fundamental value. The manager relies on the investment
adviser's research staff in making investment decisions and will generally sell
a security when the price objective for the stock is reached or the fundamentals
of the company deteriorate, or to pursue more attractive investment
opportunities. Dividends received by the Fund from its investments are generally
expected to equal or exceed the prevailing dividend level of stocks included in
the Standard & Poor's 500 Index. If, however, Fund (and class) expenses exceed
income, Fund shareholders will not receive distributions.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

Principal Risk Factors. The value of Fund shares is sensitive to stock market
volatility. If there is a general decline in the value of U.S. stocks, the value
of the Fund's shares will also likely decline. Changes in stock market values
can be sudden and unpredictable. Also, although stock values can rebound, there
is no assurance that values will return to previous levels. The Fund has
historically held fewer than 75 stocks at any one time; therefore, the Fund's
value is more sensitive to developments affecting particular stocks than would
be a more broadly diversified fund. To minimize this risk, the Fund normally
invests in a variety of industries.

The use of derivative transactions is subject to certain limitations and may
expose the Fund to increased risk of principal loss. Because the Fund invests a
portion of its assets in foreign securities, the value of Fund shares may be
affected by changes in currency exchange rates and developments abroad.
Convertible debt securities rated below investment grade may have speculative
characteristics.

The Fund is not a complete investment program and you may lose money by
investing in the Fund. An investment in the Fund is not a deposit in a bank and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

<PAGE>

EATON VANCE GROWTH & INCOME FUND

Performance Information. The following bar chart and table provide information
about Growth & Income Fund's performance, including a comparison of the Fund's
performance to the performance of a broad-based index of domestic equity stocks.
Although past performance is no guarantee of future results, this performance
information demonstrates the risk that the value of your investment will change.
The following returns are for Class A shares for each calendar year through
December 31, 1999 and do not reflect sales charges. If the sales charge was
reflected, the returns would be lower.

0.59% 21.45% 6.93% 4.19% -4.12% 32.76% 20.20% 30.93% 21.81% 3.40%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
</TABLE>

The highest quarterly total return for Class A was 17.93% for the quarter ended
December 31, 1998, and the lowest quarterly return was -10.33% for the quarter
ended September 30, 1990.

<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1999 Year Years Years
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares -2.55% 19.93% 12.46%
Class B Shares -1.96% 19.69% 12.36%
Class C Shares 1.59% 19.20% 12.14%
Standard & Poor's 500 Index 21.03% 28.54% 18.19%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to August 17, 1994 and November 4, 1994,
respectively, is the performance of Class A shares, adjusted for the sales
charge that applies to Class B or Class C shares but not adjusted for any other
differences in the expenses of the classes. If such an adjustment were made, the
Class B and Class C returns for that period would be lower. The S&P 500 Index is
an unmanaged index commonly used as a measure of U.S. stock market performance.
Investors cannot invest directly in an Index. (Source for S&P 500 Index: Lipper
Inc.)

Growth & Income Fund Fees and Expenses. These tables describe the fees and
expenses that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) 5.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the
lower of net asset value at time of purchase or time of
redemption) None 5.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Distributions None None None
Exchange Fee None None None
</TABLE>

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B Class C
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.625% 0.625% 0.625%
Distribution and Service (12b-1) Fees 0.000% 1.000% 1.000%
Other Expenses* 0.525% 0.275% 0.275%
----- ----- -----
Total Annual Fund Operating Expenses 1.150% 1.900% 1.900%
</TABLE>

* Other Expenses for Class A includes a service fee of 0.25%.

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A shares $685 $919 $1,172 $1,892
Class B shares $693 $997 $1,226 $2,222
Class C shares $293 $597 $1,026 $2,222

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------

Class A shares $685 $919 $1,172 $1,892
Class B shares $193 $597 $1,026 $2,222
Class C shares $193 $597 $1,026 $2,222

<PAGE>

EATON VANCE SPECIAL EQUITIES FUND

Investment Objective and Principal Strategies. The Fund's investment objective
is to provide growth of capital. The Fund invests primarily in common stocks of
emerging growth companies. Emerging growth companies are companies that are
expected to achieve earnings growth over the long-term that substantially
exceeds the average of all publicly traded companies in the United States. The
Fund may invest up to 25% of its total assets in foreign securities. The Fund at
times may engage in derivative transactions (such as futures contracts and
options) to protect against price declines, to enhance returns or as a
substitute for purchasing or selling securities.

Many emerging growth companies acquired by the Fund will have annual revenues of
$1 billion or less at the time they are acquired, but the Fund may also invest
in larger or smaller companies having emerging growth characteristics. In making
investment decisions, the portfolio manager relies on the investment adviser's
research staff and will generally sell a security when the price objective for
the stock is reached or the fundamentals of the company deteriorate, or to
pursue more attractive investment opportunities.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

Principal Risk Factors. Shares of the Fund are sensitive to factors affecting
emerging growth companies. The securities of emerging growth companies are
generally subject to greater price fluctuation and investment risk than
securities of more established companies. The value of Fund shares is also
sensitive to stock market volatility. If there is a general decline in the value
of U.S. stocks, the value of the Fund's shares will also likely decline. Changes
in stock market values can be sudden and unpredictable. Also, although stock
values can rebound, there is no assurance that values will return to previous
levels.

<PAGE>

EATON VANCE SPECIAL EQUITIES FUND

Performance Information. The following bar chart and table provide information
about Special Equities Fund's performance, including a comparison of the Fund's
performance to the performance of a broad-based index of common stocks of small
capitalization companies. Although past performance is no guarantee of future
results, this performance information demonstrates the risk that the value of
your investment will change. The following returns are for Class A shares for
each calendar year through December 31, 1999 and do not reflect sales charges.
If the sales charge was reflected, the returns would be lower.

2.50% 57.33% 2.71% 1.14% -9.60% 23.31% 23.76% 14.18% 15.82% 42.30%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
</TABLE>

The highest quarterly total return for Class A was 29.94% for the quarter ended
December 31, 1999, and the lowest quarterly return was -20.45% for the quarter
ended September 30, 1990.

<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1999 Year Years Years
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 34.07% 22.03% 15.15%
Class B Shares 36.36% 21.08% 14.55%
Class C Shares 39.90% 20.96% 14.67%
Standard & Poor's Small Cap 600 Index 12.41% 17.05% 13.04%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to August 22, 1994 and November 17, 1994,
respectively, is the performance of Class A shares, adjusted for the sales
charge that applies to Class B or Class C shares but not adjusted for any other
differences in the expenses of the classes. If such an adjustment were made, the
Class B and Class C returns for that period would be lower. The S&P Small Cap
600 Index is an unmanaged index of common stocks of small capitalization
companies trading in the U.S. Investors cannot invest directly in an Index.
(Source for S&P Small Cap 600 Index: Lipper Inc.)

Special Equities Fund Fees and Expenses. These tables describe the fees and
expenses that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) 5.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the
lower of net asset value at time of purchase or time of redemption) None 5.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Distributions None None None
Exchange Fee None None None
</TABLE>

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B Class C
- --------------------------------------------------------------------------------

Management Fees 0.63% 0.63% 0.63%
Distribution and Service (12b-1) Fees 0.00% 1.00% 1.00%
Other Expenses* 0.68% 0.43% 0.43%
---- ---- ----
Total Annual Fund Operating Expenses 1.31% 2.06% 2.06%

* Other Expenses for Class A includes a service fee of 0.25%.

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A shares $701 $ 966 $1,252 $2,063
Class B shares $709 $1,046 $1,308 $2,390
Class C shares $309 $ 646 $1,108 $2,390

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------

Class A shares $701 $966 $1,252 $2,063
Class B shares $209 $646 $1,108 $2,390
Class C shares $209 $646 $1,108 $2,390

<PAGE>

EATON VANCE UTILITIES FUND

Investment Objective and Principal Strategies. The Fund's investment objective
is to provide a high level of total return, consisting of capital appreciation
and relatively predictable income. The amount of income versus capital growth
contributing to the Fund's total return will vary. The Fund seeks high total
return consistent with prudent management and preservation of capital. The Fund
invests principally in dividend-paying common stocks and dividend-paying or
interest-bearing securities that are convertible into common stock. Under normal
circumstances, the Fund invests at least 65% of its total assets in common
stocks of utilities companies, including (among others) producers and
distributors of gas power and electric energy, and communications service
providers

The Fund may also invest up to 20% of its net assets in fixed-income securities
(including up to 10% of net assets in lower rated fixed-income securities), and
up to 25% of its total assets in foreign securities. The Fund at times may
engage in derivative transactions (such as futures contracts and options) to
protect against price declines, to enhance returns or as a substitute for
purchasing or selling securities.

The portfolio manager seeks to purchase securities that are favorably priced in
relation to their fundamental value and which will grow in value over time. The
issuer's dividend payment record is also considered. The manager relies on the
investment adviser's research staff in making investment decisions, and will
generally sell a security when the price objective for the stock is reached or
the fundamentals of the company deteriorate, or to pursue more attractive
investment opportunities.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

Principal Risk Factors. The Fund concentrates in the utilities industries, so
the value of Fund shares will be affected by events that adversely affect those
industries. Utility companies are sensitive to changes in interest rates and
other economic conditions, governmental regulation, the price and availability
of fuel, environmental protection or energy conservation practices, the level
and demand for services, increased competition in deregulated sectors, and the
cost and delay of technological developments. Changes in the utilities
industries and in the dividend policies of utility companies could make it
difficult for the Fund to provide a meaningful level of income. Because the Fund
concentrates its investments, the value of Fund shares may fluctuate more than
if the Fund invested in a broader variety of industries.

The value of Fund shares is also sensitive to stock market volatility. If there
is a general decline in the value of U.S. stocks, the value of the Fund's shares
will also likely decline. Changes in stock market values can be sudden and
unpredictable. Also, although stock values can rebound, there is no assurance
that values will return to previous levels. The Fund has recently held fewer
than 50 stocks in it's portfolio; therefore, the Fund's value is more sensitive
to developments affecting particular stocks than would be a more broadly
diversified fund.

Because the Fund may invest in fixed-income securities, the value of Fund shares
may be sensitive to increases in interest rates and the creditworthiness of
issuers. Fixed-income securities rated below investment grade may have
speculative characteristics. The use of derivative transactions is subject to
certain limitations and may expose the Fund to increased risk of principal loss.
Because the Fund invests a portion of its assets in foreign securities, the
value of Fund shares may be affected by changes in currency exchange rates and
developments abroad. Some of the securities held by the Fund may be subject to
restrictions on resale, making them less liquid and more difficult to value.

<PAGE>

EATON VANCE UTILITIES FUND

Performance Information. The following bar chart and table provide information
about Utilities Fund's performance, including a comparison of the Fund's
performance to the performance of a broad-based index of certain utilities
stocks. Although past performance is no guarantee of future results, this
performance information demonstrates the risk that the value of your investment
will change. The following returns are for Class A shares for each calendar year
through December 31, 1999 and do not reflect sales charges. If the sales charge
was reflected, the returns would be lower.

The highest quarterly total return for Class A was 23.56% for the quarter ended
December 31, 1999, and the lowest quarterly return was -7.65% for the quarter
ended March 31, 1994.
<TABLE>
<CAPTION>
One Five Ten
Average Annual Total Return as of December 31, 1999 Year Years Years
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 32.65% 21.08% 12.68%
Class B Shares 34.71% 21.33% 13.41%
Class C Shares 38.67% 20.89% 13.18%
Standard & Poor's Utilities Index -8.88% 13.66% 9.21%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B and Class C. The Class B and Class C performance
shown above for the period prior to November 1, 1993 is the performance of Class
A shares, adjusted for the sales charge that applies to Class B or Class C
shares but not adjusted for any other differences in the expenses of the
classes. If such an adjustment were made, the Class B and Class C returns for
that period would be lower. The S&P Utilities Index is an unmanaged index of
certain utilities stocks. Investors cannot invest directly in an Index. (Source
of S&P Utilities Index: Lipper Inc.)

Utilities Fund Fees and Expenses. These tables describe the fees and expenses
that you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment) Class A Class B Class C
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) 5.75% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the
lower of net asset value at time of purchase or time of
redemption) None 5.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Distributions None None None
Exchange Fee None None None
</TABLE>

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B Class C
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fees 0.00% 1.00% 1.00%
Other Expenses* 0.45% 0.20% 0.20%
----- ----- -----
Total Annual Fund Operating Expenses 1.20% 1.95% 1.95%
Management Fee Waiver** (0.10%) (0.10%) (0.10%)
----- ----- -----
Total Annual Fund Operating Expenses (net waiver) 1.10% 1.85% 1.85%
</TABLE>

* Other Expenses for Class A includes a service fee of 0.25%.

** The investment adviser has agreed to reduce the advisory fee to 0.65%
annually of average daily net assets up to $500 million and 0.625% annually
on average daily net assets of $500 million and more. The fee declines
further on assets of $1 billion or more.

Example. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the operating expenses
continue to reflect the Management Fee waiver described above. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A shares $681 $905 $1,146 $1,838
Class B shares $688 $982 $1,201 $2,169
Class C shares $288 $582 $1,001 $2,169

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Class A shares $681 $905 $1,146 $1,838
Class B shares $188 $582 $1,001 $2,169
Class C shares $188 $582 $1,001 $2,169

<PAGE>

INVESTMENT OBJECTIVES & PRINCIPAL POLICIES AND RISKS

The investment objectives and principal policies and risks of the Funds are set
forth below. Each Fund's investment objective may not be changed by the Trustees
without shareholder approval. Most of a Fund's investment policies may be
changed by the Trustees without shareholder approval. Each Fund currently seeks
its investment objective by investing in one or more separate open-end
investment companies that have the same objective and policies as the Fund.

Balanced Fund. Balanced Fund's investment objective is to provide current income
and long-term capital growth. The Fund currently invests in Capital Growth
Portfolio and Investment Grade Income Portfolio. The investment objective of
Capital Growth Portfolio is to seek growth of capital and the investment
objectives of Investment Grade Income Portfolio are to seek current income and
total return.

The Balanced Fund's allocation of assets to equity securities in the Capital
Growth Portfolio will generally not exceed 75% nor be less than 25% of net
assets. The Capital Growth Portfolio invests in a broadly diversified list of
seasoned securities representing a number of different industries. The portfolio
manager places emphasis on equity securities considered to be of high or
improving quality. The foregoing policies cannot be changed without shareholder
approval. Whether an equity security is of high or improving quality is based
upon the investment adviser's judgement of the issuer's current and projected
financial performance. A portion of Capital Growth Portfolio's assets may
consist of unseasoned issuers. Balanced Fund also allocates at least 25% of its
net assets to fixed-income securities by investing in the Investment Grade
Income Portfolio, which may include preferred stocks, corporate bonds, U.S.
Government securities, money market instruments and mortgage-backed obligations.
Investment Grade Income Portfolio may invest in fixed-income securities of any
credit quality but will limit investment in those rated below investment grade
to not more than 5% of the Balanced Fund's total assets.

Growth & Income Fund. Growth & Income Fund's investment objective is to provide
growth of principal and income. The Fund currently invests in Growth & Income
Portfolio. Under normal circumstances, Growth & Income Portfolio will invest at
least 65% of its total assets in equity securities. The Portfolio may also
invest up to 20% of its net assets in convertible debt securities of any credit
quality (including securities rated below investment grade).

Dividends received by the Portfolio from its investments are generally expected
to equal or exceed the prevailing dividend level of stocks included in the
Standard & Poor's 500 Index. The Fund's ability to distribute income to
shareholders, however, depends on the yields available on common stocks and Fund
(and class) expenses. If Fund (and class) expenses exceed income, Fund
shareholders will not receive distributions. The Portfolio may invest in
non-income producing stocks.

Growth & Income Portfolio's annual portfolio turnover rate may exceed 100%. A
fund with high turnover (100% or more) pays more commissions and may generate
more capital gains than a fund with a lower rate. Brokerage commissions are an
expense which reduce returns. Capital gains distributions will reduce after tax
returns for shareholders holding Fund shares in taxable accounts.

Special Equities Fund. Special Equities Fund's investment objective is to
provide growth of capital. The Fund currently invests in Special Equities
Portfolio. Special Equities Portfolio invests primarily in common stocks of
emerging growth companies. Many emerging growth companies acquired by the
Portfolio will have annual revenues of $1 billion or less at the time they are
acquired, but the Portfolio may also invest in larger or smaller companies
having emerging growth characteristics. Many emerging growth companies are in
the early stages of their development, are more dependent on fewer products,
services or product markets than more established companies, may have limited
financial resources or may rely upon a limited management group, may lack
substantial capital reserves and do not have established performance records.
Emerging growth stocks frequently have lower trading volume and tend to be more
sensitive to changes in earnings projections than stocks of more established
companies, making them more volatile and possibly more difficult to value. Under
normal circumstances, Special Equities Portfolio invests at least 65% of its
total assets in equity securities.

Special Equities Portfolio's annual portfolio turnover rate may exceed 100%. A
fund with high turnover (100% or more) pays more commissions and may generate
more capital gains than a fund with a lower rate. Brokerage commissions are an
expense which reduce returns. Capital gains distributions will reduce after tax
returns for shareholders holding Fund shares in taxable accounts.

Utilities Fund. Utilities Fund's investment objective is to provide a high level
of total return, consisting of capital appreciation and relatively predictable
income. The amount of income versus capital growth contributing to the Fund's
total return will vary. The Fund seeks high total return consistent with prudent
management and preservation of capital. The Fund currently invests in Utilities
Portfolio. Utilities Portfolio invests principally in dividend-paying common
stocks and dividend-paying or interest-bearing securities that are convertible
into common stock. Under normal circumstances, Utilities Portfolio invests at
least 65% of its total assets in common stocks of utilities. In recent years,
dividend payments

10
<PAGE>

by certain utilities companies have grown more slowly than in the past (or have
been reduced) due, in part, to industry deregulation (increasing price
competition) and diversification into less established lines of business with
greater capital requirements.

"Utilities" are companies engaged in the manufacture, production, generation,
transmission, sale and distribution of water, gas and electric energy, as well
as companies engaged in the communications field, including telephone,
telegraph, satellite, cable, microwave, radio-telephone, mobile communication
and cellular paging, electronic mail, videotext and teletext. A company will be
considered to be in the utilities industry if, during the most recent 12-month
period, at least 50% of the company's gross revenues, on a consolidated basis,
are derived from utilities industries. The Portfolio's policy of concentrating
in common stocks of utilities may not be changed without shareholder approval.

When consistent with achieving total return, Utilities Portfolio may invest up
to 20% of its net assets in fixed-income securities, including (with respect to
up to 10% of net assets) securities rated BBB or Baa or below. The Portfolio
may also invest in non-income producing securities.

Utilities Portfolio's annual portfolio turnover rate may exceed 100%. A fund
with high turnover (100% or more) pays more commissions and may generate more
capital gains than a fund with a lower rate. Brokerage commissions are an
expense which reduce returns. Capital gains distributions will reduce after tax
returns for shareholders holding Fund shares in taxable accounts.

Common Investment Practices. Each Portfolio may invest up to 25% of its total
assets in foreign securities. The Investment Grade Income Portfolio will only
invest in issuers located in developed countries. The value of foreign
securities is affected by changes in currency rates, foreign tax laws (including
withholding tax), government policies (in this country or abroad), relations
between nations and trading, settlement, custodial and other operational risks.
In addition, the costs of investing abroad 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 markets in the United States.
Foreign investments also could be affected by other factors not present in the
United States, including expropriation, armed conflict, confiscatory taxation,
lack of uniform accounting and auditing standards, less publicly available
financial and other information and potential difficulties in enforcing
contractual obligations. These risks can be more significant for companies in
less developed countries. As an alternative to holding foreign stocks directly,
each Portfolio may invest in dollar-denominated securities of foreign companies
that trade on U.S. exchanges or in the over-the-counter market (including
depositary receipts which evidence ownership in underlying foreign stocks). Such
investments are not subject to the Portfolios' 25% limitation on investing in
foreign securities.

Investment Grade Income, Growth & Income and Utilities Portfolios may invest a
portion of their assets in fixed-income and/or convertible debt securities that
are, at the time of investment, rated investment grade or below (which are those
rated Baa or lower by Moody's Investors Service, Inc., or BBB or lower by
Standard & Poor's Ratings Group)(so-called "junk bonds"). Securities rated Baa
or BBB or below have speculative characteristics. Also, changes in economic
conditions or other circumstances are more likely to reduce the capacity of
issuers of lower rated securities to make principal and interest payments. Lower
rated securities also may be subject to greater price volatility than higher
rated obligations. The Portfolios may invest in securities in any rating
category, including those in default.

Each Portfolio, except Investment Grade Income Portfolio, at times may engage in
derivative transactions (such as options, futures contracts and options thereon,
forward currency exchange contracts and, in the case of Capital Growth
Portfolio, short sales against-the-box) to protect against stock price, interest
rate or currency rate declines, to enhance return or as a substitute for the
purchase or sale of securities or currencies. The use of derivatives is highly
specialized. The built-in leverage inherent to many derivative instruments can
result in losses that substantially exceed the initial amount paid or received
by the Portfolio. Derivative instruments may be difficult to value, may be
illiquid, and may be subject to wide swings in valuation caused by changes in
the value of the underlying security or currency. Derivative hedging
transactions may not be effective because of imperfect correlations and other
factors. To date, the Portfolios have utilized these techniques on a limited
basis.

Each Portfolio may invest not more than 15% of its net assets in illiquid
securities, which may be difficult to value properly and may involve greater
risks. Illiquid securities include those legally restricted as to resale, and
may include commercial paper issued pursuant to Section 4(2) of the Securities
Act of 1933 and securities eligible for resale pursuant to Rule 144A thereunder.
Certain Section 4(2) and Rule 144A securities may be treated as liquid
securities if the investment adviser determines that such treatment is
warranted. Even if determined to be liquid, holdings of these securities may
increase the level of Portfolio illiquidity if eligible buyers become
uninterested in purchasing them.

Each Portfolio may borrow amounts up to one-third of the value of its total
assets (including borrowings), but it will not borrow more than 5% of the value
of its total assets except to satisfy redemption requests or for other temporary
purposes.

11
<PAGE>

Such borrowings would result in increased expense to a Fund and, while they are
outstanding, would magnify increases or decreases in the value of Fund shares.
None of the Portfolios will purchase additional investment securities while
outstanding borrowings exceed 5% of the value of its total assets. During
unusual market conditions, each Portfolio may temporarily invest up to 100% of
its assets in cash or cash equivalents, which may be inconsistent with a Fund's
investment objective. While temporarily invested, a Portfolio may not achieve
its investment objective. While at times a Portfolio may use alternative
investment strategies in an effort to limit losses, it may choose not to do so.

MANAGEMENT AND ORGANIZATION

Management. Each Portfolio's investment adviser is Boston Management and
Research ("BMR"), a subsidiary of Eaton Vance Management ("Eaton Vance"), with
offices at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109. Eaton Vance has been managing assets since 1924 and managing mutual funds
since 1931. Eaton Vance and its subsidiaries currently manage over $43 billion
on behalf of mutual funds, institutional clients and individuals.

The investment adviser manages the investments of each Portfolio and provides
related office facilities and personnel. Under its investment advisory
agreements with Capital Growth Portfolio and Investment Grade Income Portfolio,
BMR receives a monthly advisory fee from Capital Growth Portfolio of 5/96 of 1%
(equivalent to 0.625% annually) of the average daily net assets up to an
including $170 million, and 1/24 of 1% (equivalent to 0.50% annually) of the
average daily net assets over $170 million, and a monthly advisory fee from
Investment Grade Income Portfolio of 5/96 of 1% (equivalent to 0.625% annually)
of the average daily net assets up to and including $130 million, and 1/24 of 1%
(equivalent to 0.50% annually) of the average daily net assets over $130
million. For the fiscal year ended December 31, 1999, the portfolio that the
Balanced Fund invested in prior to March 7, 2000 ("Balanced Portfolio") paid BMR
advisory fees equivalent to 0.61% of average daily net assets.

Under its investment advisory agreements with Growth & Income Portfolio and
Special Equities Portfolio, BMR receives a monthly advisory fee of 5/96 of 1%
(equivalent to 0.625% annually) of the average daily net assets of each such
Portfolio. For the fiscal year ended December 31, 1999, the Growth & Income
Portfolio and Special Equities Portfolio each paid BMR advisory fees equivalent
to 0.625% of average daily net assets.

Under its investment advisory agreement with Utilities Portfolio, BMR is
entitled to receive a monthly advisory fee of .0625% (equivalent to 0.75%
annually) of the average daily net assets of Utilities Portfolio up to $500
million, and .06875% of the average daily net assets of $500 million and more,
which fee is further reduced on assets of $1 billion or more. In February 1997,
the Trustees of Utilities Portfolio voted to accept a waiver of BMR's
compensation so that the advisory fees paid by Utilities Portfolio during any
fiscal year or portion thereof will not exceed on an annual basis 0.65% of
average daily net assets up to $500 million and 0.625% on average daily net
assets of $500 million and more, which fee declines further on assets of $1
billion or more. For the fiscal year ended December 31, 1999, the Utilities
Portfolio paid BMR advisory fees equivalent to 0.65% of its average daily net
assets.

Arieh Coll is the portfolio manager of the Capital Growth Portfolio (since it
commenced operations). Mr. Coll has been an Eaton Vance portfolio manager since
January 2000 and is Vice President of Eaton Vance and BMR. He also manages other
Eaton Vance portfolios. Prior to joining Eaton Vance, Mr. Coll was employed by
Fidelity Investments as a portfolio manager and investment analyst.

Michael B. Terry is the portfolio manager of the Investment Grade Income
Portfolio (since it commenced operations). He also manages other Eaton Vance
portfolios, has been an Eaton Vance portfolio manager for more than 5 years, and
is a Vice President of Eaton Vance and BMR.

Michael R. Mach is the portfolio manager of the Growth & Income Portfolio (since
January 2000). Mr. Mach has been an Eaton Vance portfolio manager since January
2000 and is a Vice President of Eaton Vance and BMR. He also manages another
Eaton Vance portfolio. Prior to joining Eaton Vance, Mr. Mach was a Managing
Director and Senior Analyst for Robertson Stephens (1998-1999), Managing
Director and Senior Analyst for Piper Jaffray (1996-1998), and Senior Vice
President and Senior Analyst for Putnam Investments (1989-1996).

Judith A. Saryan is the portfolio manager of the Utilities Portfolio (since
March 1999). She has been an Eaton Vance portfolio manager since March 1999 and
is a Vice President of Eaton Vance and BMR. Prior to joining Eaton Vance, Ms.
Saryan was a portfolio manager and equity analyst for State Street Global
Advisors.

Edward E. Smiley, Jr. is the portfolio manager of the Special Equities Portfolio
(since November 1996). He also manages other Eaton Vance portfolios, has been an
employee of Eaton Vance since November 1996, and is a Vice President of Eaton
Vance and BMR. Prior to joining Eaton Vance, Mr. Smiley was a Senior Product
Manager, Equity Management for Trade-Street Investment Associates, Inc., a
wholly-owned subsidiary of NationsBank.
12
<PAGE>

The investment adviser and each Fund and Portfolio have adopted Codes of Ethics
governing personal securities transactions. Under the Codes, Eaton Vance
employees may purchase and sell securities (including securities held by a
Portfolio) subject to certain pre-clearance and reporting requirements and other
procedures.

Eaton Vance serves as administrator of each Fund, providing the Fund with
administrative services and related office facilities. Eaton Vance does not
currently receive a fee for serving as administrator.

Organization. Each Fund is a series of Eaton Vance Special Investment Trust, a
Massachusetts business trust. Each Fund offers multiple classes of shares. Each
class represents a pro rata interest in the Fund, but is subject to different
expenses and rights. The Funds do not hold annual shareholder meetings, but may
hold special meetings for matters that require shareholder approval (like
electing or removing trustees, approving management contracts or changing
investment policies that may only be changed with shareholder approval). Because
a Fund invests in a Portfolio, it may be asked to vote on certain Portfolio
matters (like changes in certain Portfolio investment restrictions). When
necessary, a Fund will hold a meeting of its shareholders to consider the
Portfolio matter and then vote its interest in the Portfolio in proportion to
the votes cast by its shareholders. A Fund can withdraw from a Portfolio at any
time.

Because the Funds use this combined prospectus, a Fund could be held liable for
a misstatement or omission made about another Fund. The Trust's Trustees
considered this in approving the use of a combined prospectus.

VALUING SHARES

Each Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase
price of Fund shares is their net asset value (plus a sales charge for Class A
shares), which is derived from Portfolio holdings. Exchange-listed securities
are generally valued at closing sale prices however, the investment adviser may
use the fair value of a foreign security if events occurring after the close of
a foreign exchange would materially affect net asset value. Because foreign
securities trade on days when Fund shares are not priced, net asset value can
change at times when Fund shares cannot be redeemed.

When purchasing or redeeming Fund shares, your investment dealer must
communicate your order to the principal underwriter by a specific time each day
in order for the purchase price or the redemption price to be based on that
day's net asset value per share. It is the investment dealer's responsibility to
transmit orders promptly. Each Fund may accept purchase and redemption orders as
of the time of their receipt by certain investment dealers (or their designated
intermediaries).

PURCHASING SHARES

You may purchase shares through your investment dealer or by mailing the account
application form included in this prospectus to the transfer agent (see back
cover for address). Your initial investment must be at least $1,000. The price
of Class A shares is the net asset value plus a sales charge. The price of Class
B and Class C shares is the net asset value; however, you may be subject to a
sales charge (called a "contingent deferred sales charge" or "CDSC") if you
redeem Class B shares within six years of purchase or Class C shares within one
year of purchase. The sales charges are described below. Your investment dealer
can help you decide which Class of shares suits your investment needs.

After your initial investment, additional investments of $50 or more may be made
at any time by sending a check payable to the order of the Fund or the transfer
agent directly to the transfer agent (see back cover for address). Please
include your name and account number and the name of the Fund and Class of
shares with each investment.

You may also make automatic investments of $50 or more each month or each
quarter from your bank account. You can establish bank automated investing on
the account application or by calling 1-800-262-1122. The minimum initial
investment amount and Fund policy of redeeming accounts with low account
balances are waived for bank automated investing accounts and certain group
purchase plans.

You may purchase Fund shares in exchange for securities. Please call
1-800-225-6265 for information about exchanging securities for Fund shares. If
you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. A Fund may suspend the sale of its shares at any
time and any purchase order may be refused.

<PAGE>

SALES CHARGES

Front-End Sales Charge. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

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

* No sales charge is payable at the time of purchase on investments of $1
million or more. A CDSC of 1.00% will be imposed on such investments (as
described below) in the event of r edemptions within 12 months of purchase.
</TABLE>

The principal underwriter will pay a commission to investment dealers on sales
of $1 million or more as follows: 1.00% on amounts of $1 million or more but
less than $3 million; plus 0.50% on amounts over $3 million but less than $5
million; plus 0.25% on amounts over $5 million. Purchases totalling $1 million
or more will be aggregated over a 12-month period for purposes of determining
the commission. The principal underwriter may also pay commissions of up to
1.00% on sales of Class A shares made at net asset value to certain tax-deferred
retirement plans.

Contingent Deferred Sales Charge. Each Class of shares is subject to a CDSC on
certain redemptions. Class A shares purchased at net asset value in amounts of
$1 million or more are subject to a 1.00% CDSC if redeemed within 12 months of
purchase. Class C shares are subject to a 1.00% CDSC if redeemed within 12
months of purchase. Class B shares are subject to the following CDSC schedule:

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

The CDSC is based on the lower of the net asset value at the time of purchase or
at the time of redemption. Shares acquired through the reinvestment of
distributions are exempt from the CDSC. Redemptions are made first from shares
that are not subject to a CDSC.

The principal underwriter pays commissions to investment dealers on sales of
Class B and Class C shares (except exchange transactions and reinvestments). The
sales commission on Class B shares equals 4% of the purchase price of the
shares. The principal underwriter compensates investment dealers who sell Class
C shares at a rate of 1.00% of the purchase price of the shares, consisting of
0.75%% of sales commission and 0.25% of service fee (for the first year's
service). After the first year, investment dealers also receive 0.75% of the
value of Class C shares in annual distribution fees.

Reducing or Eliminating Sales Charges. Front-end sales charges on purchases of
Class A shares may be reduced under the right of accumulation or under a
statement of intention. Under the right of accumulation, the sales charges you
pay are reduced if the current market value of your current holdings (based on
the current offering price), plus your new purchases, total $50,000 or more.
Class A shares of other Eaton Vance funds owned by you can be included as part
of your current holdings for this purpose. Under a statement of intention,
purchases of $50,000 or more made over a 13-month period are eligible for
reduced sales charges. Under a statement of intention, the principal underwriter
may hold 5% of the dollar amount to be purchased in escrow in the form of shares
registered in your name until you satisfy the statement or the 13-month period
expires.

14
<PAGE>

investment dealer for details. Class A shares are also sold at net asset value
if the amount invested represents redemption proceeds from a mutual fund not
affiliated with Eaton Vance, provided the redemption occurred within 60 days of
the Fund share purchase and the redeemed shares were subject to a sales charge.
Class A shares so acquired will be subject to a 0.50% CDSC if they are redeemed
within 12 months of purchase. Investment dealers will be paid a commission on
such sales equal to 0.50% of the amount invested.

CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see
"Shareholder Account Features") and, for Class B and Class C shares, in
connection with certain redemptions from tax-sheltered retirement plans. Call
1-800-225-6265 for details. The Class B CDSC is also waived following the death
of all beneficial owners of shares, but only if the redemption is requested
within one year after death (a death certificate and other applicable documents
may be required).

If you redeem shares, you may reinvest at net asset value all or any portion of
the redemption proceeds in the same class of shares of the Fund (or, for Class A
shares, in Class A shares of any other Eaton Vance fund), provided that the
reinvestment occurs within 60 days of the redemption, and the privilege has not
been used more than once in the prior 12 months. Under these circumstances your
account will be credited with any CDSC paid in connection with the redemption.
Any CDSC period applicable to the shares you acquire upon reinvestment will run
from the date of your original share purchase. Reinvestment requests must be in
writing. If you reinvest, you will be sold shares at the next determined net
asset value following receipt of your request.

Distribution and Service Fees. Class B and Class C shares have in effect plans
under Rule 12b-1 that allow each Fund to pay distribution fees for the sale and
distribution of shares (so-called "12b-1 fees"). Class B and Class C shares pay
distribution fees of 0.75% of average daily net assets annually. Because these
fees are paid from Fund assets on an ongoing basis, they will increase your cost
over time and may cost you more than paying other types of sales charges. All
Classes pay service fees for personal and/or account services equal to 0.25% of
average daily net assets annually. After the sale of shares, the principal
underwriter receives service fees for one year and thereafter investment dealers
receive them based on the value of shares sold by such dealers.

Class B and Class C distribution fees are subject to termination when payments
under the Rule 12b-1 plans are sufficient to extinguish uncovered distribution
charges. As described more fully in the Statement of Additional Information,
uncovered distribution charges of a Class are increased by sales commissions
payable by the Class to the principal underwriter in connection with sales of
shares of that Class and by an interest factor tied to the U.S. Prime Rate.
Uncovered distribution charges are reduced by the distribution fees paid by the
Class and by CDSCs paid to the Fund by redeeming shareholders. The amount of the
sales commissions payable by Class B to the principal underwriter in connection
with sales of Class B shares is significantly less than the maximum permitted by
the sales charge rule of the National Association of Securities Dealers, Inc. To
date, neither Class B nor Class C uncovered distribution charges been fully
covered.

REDEEMING SHARES

You can redeem shares in any of the following ways:
By Mail Send your request to the transfer agent along
with any certificates and stock powers. The
request must be signed exactly as your
account is registered and signature
guaranteed. You can obtain a signature
guarantee at certain banks, savings and loan
institutions, credit unions, securities
dealers, securities exchanges, clearing
agencies and registered securities
associations. You may be asked to provide
additional documents if your shares are
registered in the name of a corporation,
partnership or fiduciary.

By Telephone You can redeem up to $50,000 by calling the
transfer agent at 1-800-262-1122 on Monday
through Friday, 9:00 a.m. to 4:00 p.m.
(eastern time). Proceeds of a telephone
redemption can be mailed only to the account
address. Shares held by corporations, trusts
or certain other entities and shares that are
subject to fiduciary arrangements cannot be
redeemed by telephone.

Through an Investment Dealer Your investment dealer is responsible for
transmitting the order promptly. An
investment dealer may charge a fee for this
service.

15
<PAGE>

of any applicable CDSC and any federal income tax required to be withheld.
Payments will be sent by mail unless you complete the Bank Wire Redemptions
section of the account application.

If you recently purchased shares, the proceeds of a redemption will not be sent
until the purchase check (including a certified or cashier's check) has cleared.
If the purchase check has not cleared, redemption proceeds may be delayed up to
15 days from the purchase date. If your account value falls below $750 (other
than due to market decline), you may be asked to either add to your account or
redeem it within 60 days. If you take no action, your account will be redeemed
and the proceeds sent to you.

While redemption proceeds are normally paid in cash, redemptions may be paid by
distributing marketable securities. If you receive securities, you could incur
brokerage or other charges in converting the securities to cash.

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account(R) for you. Share certificates are issued only on request.

Distributions. You may have your Fund distributions paid in one of the
following ways:

.Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.
.Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.
.Cash Option Dividends and capital gains are paid in cash.
.Exchange Option Dividends and/or capital gains are reinvested in
additional shares of another Eaton Vance fund
chosen by you. Before selecting this option, you
must obtain a prospectus of the other fund and
consider its objectives and policies carefully.

Information from the Fund. From time to time, you may be mailed the following:

.Annual and Semi-Annual Reports, containing performance information and
financial statements.
.Periodic account statements, showing recent activity and total share
balance.
.Form 1099 and tax information needed to prepare your income tax returns.
.Proxy materials, in the event a shareholder vote is required.
.Special notices about significant events affecting your Fund.

Withdrawal Plan. You may redeem shares on a regular monthly or quarterly basis
by establishing a systematic withdrawal plan. Withdrawals will not be subject to
any applicable CDSC if they are, in the aggregate, less than or equal to 12%
annually of the greater of either the initial account balance or the current
account balance. A minimum account size of $5,000 is required to establish a
systematic withdrawal plan. Because purchases of Class A shares are generally
subject to an initial sales charge, you should not make withdrawals from your
account while you are making purchases.

Tax-Sheltered Retirement Plans. Class A and Class C shares are available for
purchase in connection with certain tax-sheltered retirement plans. Call
1-800-225-6265 for information. Distributions will be invested in additional
shares for all tax-sheltered retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same
Class of another Eaton Vance fund. Exchanges are generally made at net asset
value. If you hold Class A shares for less than six months and exchange them for
shares subject to a higher sales charge, you will be charged the difference
between the two sales charges. If your shares are subject to a CDSC, the CDSC
will continue to apply to your new shares at the same CDSC rate. For purposes of
the CDSC, your shares will continue to age from the date of your original
purchase.

Before exchanging, you should read the prospectus of the new fund carefully. If
you wish to exchange shares, write to the transfer agent (address on back cover)
or call 1-800-262-1122. Periodic automatic exchanges are also available. The
exchange privilege may be changed or discontinued at any time. You will receive
60 days' notice of any material change to the privilege. This privilege may not
be used for "market timing". If an account (or group of accounts) makes more
than two round-trip exchanges (exchanged from one fund to another and back
again) within 12 months, it will be deemed to be market timing. The exchange
privilege may be terminated for market timing accounts.

16
<PAGE>

Telephone and Electronic Transactions. You can redeem or exchange shares by
telephone as described in this prospectus. In addition, certain transactions may
be conducted through the Internet. The transfer agent and the principal
underwriter have procedures in place to authenticate telephone and electronic
instructions (such as using security codes or verifying personal account
information). As long as the transfer agent and principal underwriter follow
reasonable procedures, they will not be responsible for unauthorized telephone
or electronic transactions and you bear the risk of possible loss resulting from
these transactions. You may decline the telephone redemption option on the
account application. Telephone instructions are tape recorded.

"Street Name" Accounts. If your shares are held in a "street name" account at an
investment dealer, that dealer (and not the Fund or its transfer agent) will
perform all recordkeeping, transaction processing and distribution payments.
Because the Fund will have no record of your transactions, you should contact
your investment dealer to purchase, redeem or exchange shares, to make changes
in your account, or to obtain account information. You will not be able to
utilize a number of shareholder features, such as telephone transactions,
directly with the Fund. The transfer of shares in a "street name" account to an
account with another investment dealer or to an account directly with the Fund
involves special procedures and you will be required to obtain historical
information about your shares prior to the transfer. Before establishing a
"street name" account with an investment dealer, you should determine whether
that dealer allows reinvestment of distributions in "street name" accounts.

Account Questions. If you have any questions about your account or the services
available, please call Eaton Vance Shareholder Services at 1-800-225-6265, or
write to the transfer agent (see back cover for address).

TAX INFORMATION

Utilities Fund pays dividends monthly, Balanced Fund and Growth & Income Fund
pay dividends quarterly, and Special Equities Fund pays dividends annually.
Dividends may not be paid if Fund (and class) expenses exceed Fund income for
the period. Different classes of a Fund will generally distribute different
dividend amounts. Each Fund makes distributions of net realized capital gains,
if any, at least annually. Distributions of income and net short-term capital
gains are taxable as ordinary income. Distributions of any long-term capital
gains are taxable as long-term gains. Over time, distributions by each Fund can
generally be expected to include both dividends taxable as ordinary income and
capital gain distributions taxable as long-term gains. A portion of each Fund's
income distributions may be eligible for the corporate dividends-received
deduction.

Investors who purchase shares shortly before the record date of a distribution
will pay the full price for the shares and then receive some portion of the
price back as a taxable distribution. Certain distributions paid in January will
be taxable to shareholders as if received on December 31 of the prior year. A
redemption of Fund shares, including an exchange for shares of another fund, is
a taxable transaction.

Each Portfolio's investments in foreign securities may be subject to foreign
withholding taxes, which would decrease the Fund's return on such securities.
Shareholders generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the Portfolio.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand a Fund's financial
performance for the past five years. Certain information in the tables reflects
the financial results for a single Fund share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
the Fund (assuming reinvestment of all distributions and not taking into account
a sales charge). This information has been audited by PricewaterhouseCoopers
LLP, independent accountants. The report of PricewaterhouseCoopers LLP and each
Fund's financial statements are incorporated herein by reference and included in
the annual report, which is available on request. Each Fund began offering three
Classes of shares on January 1, 1998. Prior to that date, each Fund offered only
Class A shares and Class B and C existed as separate funds.

<TABLE>
<CAPTION>
BALANCED FUND
------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------------
1999(1) 1998 1997 1996 1995(2)
--------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value -
Beginning of year $ 8.140 $13.680 $13.170 $ 8.700 $13.680 $13.240 $ 8.090 $ 8.150 $ 6.840
-------- ------- ------- -------- ------- ------- -------- -------- --------
Income (loss) from
operations
Net investment
income $ 0.195 $ 0.221 $ 0.205 $ 0.226 $ 0.231 $ 0.216 $ 0.208 $ 0.254 $ 0.254
Net realized and
unrealized gain
(loss) (0.080) (0.121) (0.130) 0.901 1.451 1.401 1.492 0.821 1.641
-------- ------- ------- -------- ------- ------- -------- -------- --------
Total income (loss)
from operations $ 0.115 $ 0.100 $ 0.075 $ 1.127 $ 1.682 $ 1.617 $ 1.700 $ 1.075 $ 1.895
-------- ------- ------- -------- ------- ------- -------- -------- --------
Less distributions
From net investment
income $ (0.200) $(0.234) $(0.210) $ (0.220) $(0.215) $(0.220) $ (0.200) $ (0.254) $ (0.248)
In excess of net
investment income -- (0.001) -- -- -- -- -- (0.001) --
From net realized
gain (0.135) (0.135) (0.135) (1.467) (1.467) (1.467) (0.890) (0.880) (0.337)
-------- ------- ------- -------- ------- ------- -------- -------- --------
Total distributions $ (0.335) $(0.370) $(0.345) $ (1.687) $(1.682) $(1.687) $ (1.090) $ (1.135) $ (0.585)
-------- ------- ------- -------- ------- ------- -------- -------- --------
Net asset value -
End of year $ 7.920 $13.410 $12.900 $ 8.140 $13.680 $13.170 $ 8.700 $ 8.090 $ 8.150
======== ======= ======= ======== ======= ======= ======== ======== ========
Total return(3) 1.45% 0.74% 0.58% 13.43% 12.59% 12.51% 21.60% 13.61% 28.36%
Ratios/Supplemental
Data
Net assets, end of
year (000's omitted) $244,507 $67,207 $10,584 $270,277 $72,836 $10,742 $263,730 $240,217 $236,870
Ratios (as a
percentage of
average daily net
assets):
Expenses(4) 0.97% 1.78% 1.84% 0.98% 1.81% 1.85% 0.97% 0.93% 0.95%(5)
Net investment
income 2.45% 1.64% 1.58% 2.45% 1.62% 1.58% 2.35% 3.03% 3.60%(5)
Portfolio turnover
of the Portfolio 33% 33% 33% 49% 49% 49% 37% 64% 47%
<CAPTION>

YEAR ENDED JANUARY 31,
------------------------
1995
------------------------
CLASS A
- ------------------------------------------------
<S> <C>
Net asset value -
Beginning of year $ 7.600
--------
Income (loss) from
operations
Net investment $ 0.283
income
Net realized and
unrealized gain (0.623)
(loss) --------
Total income (loss)
from operations $ (0.340)
--------
Less distributions
From net investment $ (0.275)
income
In excess of net --
investment income
From net realized
gain (0.145)
--------
Total distributions $ (0.420)
--------
Net asset value -
End of year $ 6.840
========
Total return(3) (4.45)%
Ratios/Supplemental
Data
Net assets, end of $200,419
year (000's omitted)
Ratios (as a
percentage of
average daily net
assets):
Expenses(4) 0.91%
Net investment 4.05%
income
Portfolio turnover 28%
of the Portfolio
</TABLE>

(See footnotes on last page.)

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
GROWTH & INCOME FUND
----------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------
1999(1) 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning
of year $ 16.050 $17.990 $15.110 $ 13.760 $15.400 $13.020 $ 13.560 $ 12.760 $10.900
-------- ------- ------- -------- ------- ------- -------- -------- -------
Income (loss) from
operations
Net investment income (loss) $ 0.101 $(0.027) $(0.029) $ 0.088 $(0.031) $(0.033) $ 0.163 $ 0.228 $ 0.250
Net realized and unrealized
gain 0.363 0.416 0.328 2.879 3.218 2.715 3.827 2.272 3.255
-------- ------- ------- -------- ------- ------- -------- -------- -------
Total income (loss) from
operations $ 0.464 $ 0.389 $ 0.299 $ 2.967 $ 3.187 $ 2.682 $ 3.990 $ 2.500 $ 3.505
-------- ------- ------- -------- ------- ------- -------- -------- -------
Less distributions
From net investment income $ (0.085) $ -- $ -- $ (0.090) $(0.001) $(0.005) $ (0.170) $ (0.220) $(0.251)
In excess of net investment
income -- -- -- ---(7) (0.009) -- -- -- --
From net realized gain (2.039) (2.039) (1.988) (0.587) (0.587) (0.582) (3.602) (1.480) (1.394)
In excess of net realized
gain -- -- (0.051) -- -- (0.005) (0.018) -- --
-------- ------- ------- -------- ------- ------- -------- -------- -------
Total distributions $ (2.124) $(2.039) $(2.039) $ (0.677) $(0.597) $(0.592) $ (3.790) $ (1.700) $(1.645)
-------- ------- ------- -------- ------- ------- -------- -------- -------
Net asset value - End of
year $ 14.390 $16.340 $13.370 $ 16.050 $17.990 $15.110 $ 13.760 $ 13.560 $12.760
======== ======= ======= ======== ======= ======= ======== ======== =======
Total return(3) 3.40% 2.58% 2.47% 21.81% 20.85% 20.77% 30.93% 20.20% 32.77%
Ratios/Supplemental Data
Net assets, end of year
(000's omitted) $139,219 $32,489 $ 5,208 $141,985 $26,708 $ 2,344 $124,569 $106,775 $99,375
Ratios (as a percentage of
average daily net assets):
Expenses(4) 1.08% 1.85% 1.90% 1.07% 1.90% 1.94% 1.04% 1.00% 1.04%
Net investment income
(loss) 0.62% (0.15)% (0.19)% 0.60% (0.22)% (0.24)% 1.07% 1.70% 2.02%
Portfolio turnover of the
Portfolio 126% 126% 126% 95% 95% 95% 93% 114% 108%
</TABLE>

(See footnotes on last page.)
19

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
SPECIAL EQUITIES FUND
----------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------
1999(1) 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning
of year $ 7.500 $14.820 $11.000 $ 6.990 $13.320 $ 9.960 $ 8.950 $ 7.980 $ 6.880
-------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from
operations
Net investment (loss) $ (0.060) $(0.245) $(0.183) $(0.055) $(0.162) $(0.241) $(0.032) $(0.009) $(0.009)
Net realized and unrealized
gain 3.064 6.209 4.517 1.126 2.223 1.842 0.922 1.874 1.599
-------- ------- ------- ------- ------- ------- ------- ------- -------
Total income from operations $ 3.004 $ 5.964 $ 4.334 $ 1.071 $ 2.061 $ 1.601 $ 0.890 $ 1.865 $ 1.590
-------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions
From net realized gain $ (1.114) $(1.114) $(1.114) $(0.561) $(0.561) $(0.561) $(2.706) $(0.895) $(0.490)
In excess of net realized
gain -- -- -- -- -- -- (0.144) -- --
-------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions $ (1.114) $(1.114) $(1.114) $(0.561) $(0.561) $(0.561) $(2.850) $(0.895) $(0.490)
-------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value - End of
year $ 9.390 $19.670 $14.220 $ 7.500 $14.820 $11.000 $ 6.990 $ 8.950 $ 7.980
======== ======= ======= ======= ======= ======= ======= ======= =======
Total return(3) 42.30% 41.36% 40.90% 15.82% 15.74% 16.44% 14.18% 23.76% 23.31%
Ratios/Supplemental Data
Net assets, end of year
(000's omitted) $100,009 $ 6,508 $ 1,219 $73,896 $ 3,946 $ 709 $73,144 $76,999 $70,456
Ratios (as a percentage of
average daily net assets):
Expenses(4) 1.21% 2.01% 2.04% 1.23% 2.09% 2.11% 1.12% 1.04% 1.08%
Net investment loss (0.77)% (1.57)% (1.61)% (0.76)% (1.25)% (1.24)% (0.46)% (0.10)% (0.12)%
Portfolio turnover of the
Portfolio 103% 103% 103% 116% 116% 116% 156% 91% 81%
</TABLE>

(See footnotes on last page.)
20

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
UTILITIES FUND
--------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------------------
1999(1) 1998(1) 1997 1996 1995
--------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS A CLASS A
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning
of year $ 10.150 $11.610 $12.270 $ 8.450 $ 9.670 $10.190 $ 8.770 $ 9.130 $ 7.630
-------- ------- ------- -------- ------- ------- -------- -------- --------
Income (loss) from
operations
Net investment income $ 0.150 $ 0.076 $ 0.078 $ 0.251 $ 0.209 $ 0.220 $ 0.409 $ 0.626 $ 0.523
Net realized and unrealized
gain (loss) 3.773 4.337 4.589 1.721 1.970 2.082 0.887 (0.014)(8) 1.520
-------- ------- ------- -------- ------- ------- -------- -------- --------
Total income (loss) from
operations $ 3.923 $ 4.413 $ 4.667 $ 1.972 $ 2.179 $ 2.302 $ 1.296 $ 0.612 $ 2.043
-------- ------- ------- -------- ------- ------- -------- -------- --------
Less distributions
From net investment income $ (0.162) $(0.076) $(0.091) $ (0.235) $(0.202) $(0.185) $ (0.331) $ (0.522) $ (0.364)
In excess of net investment
income -- (0.006) (0.005) -- -- -- -- -- (0.039)
From net realized gain (2.261) (2.261) (2.261) (0.037) (0.037) (0.037) (1.243) (0.450) (0.078)
In excess of net realized
gain -- -- -- -- -- -- (0.042) -- (0.062)
-------- ------- ------- -------- ------- ------- -------- -------- --------
Total distributions $ (2.423) $(2.343) $(2.357) $ (0.272) $(0.239) $(0.222) $ (1.616) $ (0.972) $ (0.543)
-------- ------- ------- -------- ------- ------- -------- -------- --------
Net asset value - End of year $ 11.650 $13.680 $14.580 $ 10.150 $11.610 $12.270 $ 8.450 $ 8.770 $ 9.130
======== ======= ======= ======== ======= ======= ======== ======== ========
Total return(3) 40.75% 39.71% 39.67% 23.78% 22.89% 22.88% 16.18% 7.00% 27.52%
Ratios/Supplemental Data
Net assets, end of year
(000's omitted) $509,845 $62,285 $ 6,349 $409,178 $45,958 $ 3,736 $370,457 $401,974 $457,879
Ratios (as a percentage of
average daily net
assets)(6):
Operating expenses(4) 1.08% 1.82% 1.85% 1.11% 1.85% 1.89% 1.12% 1.20% 1.16%
Interest expense(4) --(9) --(9) --(9) 0.16% 0.16% 0.16% 0.01% 0.03% 0.03%
Net investment income 1.33% 0.59% 0.57% 2.75% 2.01% 1.99% 4.06% 5.59% 4.49%
Portfolio turnover of the
Portfolio 93% 93% 93% 78% 78% 78% 169% 166% 103%
</TABLE>

(1) Net investment income per share was computed using average shares
outstanding.

(2) For the eleven-month period ended December 31, 1995.

(3) 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 reinvestment date. Total return is not computed on
an annualized basis.

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

(5) Annualized.

(6) Certain prior year ratios have been restated to the current year
presentation.

(7) Distributions in excess of net investment income are less than $0.001 per
share.

(8) The per share amount is not in accord with the net realized and unrealized
gain (loss) for the period because of the timing of sales of Fund shares
and the amount of the per share realized and unrealized gains and losses at
such time.

(9) Less than 0.01%.

<PAGE>

LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

About the Funds: More information is available in the statement
of additional information. The statement of additional
information is incorporated by reference into this prospectus.
Additional information about each Portfolio's investments is
available in the annual and semi-annual reports to shareholders.
In the annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected
each Fund's performance during the past year. You may obtain free
copies of the statement of additional information and the
shareholder reports by contacting:

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about each Fund (including
the statement of additional information and shareholder reports):
at the Securities and Exchange Commission's public reference room
in Washington, DC (call 1-202-942-8090 for information on the
operation of the public reference room); on the EDGAR Database on
the SEC's Internet site (http:// www.sec.gov); or, upon payment
of copying fees, by writing to the SEC's public reference
section, Washington, DC 20549-0102, or by electronic mail at
[email protected].

About Shareholder Accounts: You can obtain more information from
Eaton Vance Shareholder Services (1-800-225-6265). If you own
shares and would like to add to, redeem or change your account,
please write or call the transfer agent:

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122

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

The Fund's SEC File No. is 811-1545 COMBEQP

<PAGE>

LOGO
Investing for the 21st Century(R)

Eaton Vance Emerging Markets Fund

A diversified fund investing in emerging market stocks

Prospectus Dated

May 1, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Sales Charges 7
Investment Objective & Principal Policies Redeeming Shares 8
and Risks 4
Management and Organization 5 Shareholder Account 9
Features
Valuing Shares 6 Tax Information 10
Purchasing Shares 6 Financial Highlights 11
- -------------------------------------------------------------------------------
</TABLE>

This prospectus contains important information about the
Fund and the services available to shareholders. Please
save it for reference.
<PAGE>

FUND SUMMARY

Investment Objective and Principal Strategies. The Fund's investment objective
is to seek long-term capital appreciation. The Fund invests in equity
securities (primarily common stocks) of companies located in emerging market
countries, which are those considered to be developing. Emerging market
countries include countries in Asia, Latin America, the Middle East, Southern
Europe, Eastern Europe, Africa and the region comprising the former Soviet
Union. Securities acquired by the Fund are typically listed on stock exchanges
in emerging market countries, but also may include securities traded in markets
outside these countries, including securities trading in the form of depositary
receipts. The Fund invests in companies with a broad range of market
capitalizations, including smaller companies. The Fund may make direct
investments in companies. In managing the portfolio, the portfolio manager
looks for stocks that will grow in value over time, regardless of short-term
market fluctuations. Stocks will be sold when they have achieved their perceived
value or when a country's stock market is expected to be depressed for an
extended period. The portfolio manager may (but is not obligated to) use such
investments as forward contracts and options to attempt to mitigate the adverse
effects of foreign currency fluctuations.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

PRINCIPAL RISK FACTORS. Because securities markets in emerging market countries
are substantially smaller, less liquid and more volatile than the major
securities markets in the United States, Fund share values will be more
volatile. Emerging market countries are either comparatively underdeveloped or
in the process of becoming developed. Investment in emerging market countries
typically involves greater potential for gain or loss than investments in
securities of issuers in developed countries. Emerging market countries may have
relatively unstable governments and economies based on only a few industries.
The value of Fund shares will likely be particularly sensitive to changes in
the economies of such countries (such as reversals of economic liberalization,
political unrest or changes in trading status). Although depositary receipts
have similar risks, unsponsored receipts may involve higher expenses, may not
pass through voting and other shareholder rights, and may be less liquid than
receipts sponsored by issuers of the underlying securities.

The value of Fund shares is also sensitive to stock market volatility. If there
is a decline in the value of exchange-listed stocks in emerging market
countries, the value of Fund shares will also likely decline. Changes in stock
market values can be sudden and unpredictable. Also, although stock values can
rebound, there is no assurance that values will return to previous levels.
Because the Fund invests predominantly in foreign securities, the value of Fund
shares can also be adversely affected by changes in currency exchange rates and
political and economic developments abroad. As noted above, these risks can be
significant in emerging market countries. The securities of smaller companies
are generally subject to greater price fluctuation and investment risk than
securities of more established companies.

<PAGE>

0.90% 28.39% -3.48% -32.19% 81.60%
1995 1996 1997 1998 1999

The highest quarterly total return for Class B was 50.68% for the quarter ended
December 31, 1999, and the lowest quarterly total return was -25.99% for the
quarter ended September 30, 1998.

<TABLE>
<CAPTION>
One Five Life of
Average Annual Total Return as of December 31, 1999 Year Years Fund
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 71.70% 8.15% 7.90%
Class B Shares 76.60% 8.50% 8.39%
Morgan Stanley Capital International Emerging Markets Index 68.82% 1.55% 0.46%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B. Class A and Class B shares commenced operations on
December 8, 1994 and November 30, 1994, respectively. Life of Fund returns are
calculated from November 30, 1994. The Morgan Stanley Capital International
Emerging Markets Index is a broad-based, unmanaged market index of common stocks
traded in the world's emerging markets. Investors cannot invest directly in an
Index. (Source for Morgan Stanley Capital International Emerging Markets Index
returns: Lipper Inc.)

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

Shareholder Fees
(fees paid directly from your investment) Class A Class B
- -------------------------------------------------------------------------------
Maximum Sales Charge (Load) (as a percentage of
offering price) 5.75% None
Maximum Deferred Sales Charge (Load) (as a
percentage of the lower of net asset value at
time of purchase or time of redemption) None 5.00%
Maximum Sales Charge (Load) Imposed on
Reinvested Distributions None None
Exchange Fee None None
Redemption Fee (as a percentage of amount
redeemed) 1.00*% None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B
- ------------------------------------------------------------------
Management Fees 1.25% 1.25%
Distribution and Service (12b-1) Fees 0.50% 1.00%
Other Expenses 2.95% 2.97%
----- ----
Total Annual Fund Operating Expenses** 4.70%% 5.22%

* Effective for Class A shares redeemed or exchanged within three months of
purchase.
** During the fiscal year ended December 31, 1999, Total Annual Fund Operating
Expenses were 2.95% for Class A and 3.40% for Class B due to fee reductions
and expense reimbursements by the investment adviser and administrator.
This fee reduction could be terminated at any time.

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
Class A shares $1,019* $ 1,910 $ 2,807 $ 5,072
Class B shares $1,021 $ 1,961 $ 2,796 $ 5,163

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
Class A shares $1,019 $ 1,910 $ 2,807 $ 5,072
Class B shares $ 521 $ 1,561 $ 2,596 $ 5,163

*Due to the redemption fee, the cost of investing in Class A shares for one year
would be $100 higher for shares redeemed or exchanged within three months of
purchase.

<PAGE>
INVESTMENT OBJECTIVE & PRINCIPAL POLICIES AND RISKS

The Fund's investment objective is to seek long-term capital appreciation. The
Fund currently seeks to meet its investment objective by investing in Emerging
Markets Portfolio (the "Portfolio"), a separate registered investment company
which has the same objective and policies as the Fund. The Fund's investment
objective and certain policies may be changed without shareholder approval. The
Trustees of the Trust have no present intention to make any such change and
intend to submit any proposed material change in investment objective to
shareholders in advance for their approval.

Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in equity securities of companies domiciled in or deriving more
than 50% of their revenues or profits from emerging market countries. Emerging
market countries are countries that are generally considered to be developing or
emerging countries by the International Bank for Reconstruction and Development
(more commonly referred to as the "World Bank") or the International Finance
Corporation, as well as countries that are classified by the United Nations or
otherwise regarded by their own authorities as developing. The Portfolio
ordinarily invests in at least three emerging market countries at all times.

Investments in emerging market countries can be considered speculative, and
therefore may offer higher potential for gains and losses than investments in
developed markets of the world. Political and economic structures in emerging
market countries generally lack the social, political and economic stability
characteristics 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. 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.

Settlement of securities transactions in emerging market countries are subject
to risk of loss, may be delayed and are 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.

The Portfolio may also borrow amounts up to 25% of the value of its net assets,
but it will not borrow more than 5% of the value of its total assets except to
satisfy redemption requests or for other temporary purposes. Such borrowings
would result in increased expense to the Fund and, while they are outstanding,
would magnify increases or decreases in the value of Fund shares. The Portfolio
will not purchase additional investment securities while outstanding borrowings
exceed 5% of the value of its total assets. 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. During unusual market
conditions, the Portfolio may temporarily invest up to 100% of its assets in
cash or cash equivalents, which is not consistent with the Fund's investment
objective. While temporarily invested, the Portfolio may not achieve its
investment objective. While at times the Portfolio may use alternative
investment strategies in an effort to limit losses, it may chose not to do so.

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. In addition, foreign brokerage commissions, custody fees and other
costs of investing in foreign securities 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 affected by other factors not present in the United
States, including expropriation, armed conflict, confiscatory taxation, lack of
uniform accounting and auditing standards, less publicly available financial and
other information and potential difficulties in enforcing contractual
obligations. As a result, the Portfolio may be exposed to greater risk and will
be more dependent on the investment adviser's ability to assess such risk than
if the Portfolio invested solely in more developed countries.

More than 25% of the Portfolio's total assets may be denominated in any single
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. At times, the
portfolio manager may (but is not obligated to) use hedging techniques (such as
forward contracts and options) to attempt to mitigate adverse effects of foreign
currency fluctuations.
4
<PAGE>

The Portfolio may invest in securities of smaller, less seasoned companies.
Such securities are generally subject to greater price fluctuations, limited
liquidity, higher transaction costs and higher investment risk. Smaller
companies may have limited product lines, markets or financial resources, and
they may be dependent on a limited management group. There is generally less
publicly available information about such companies than larger, more
established companies. The Portfolio may make direct investments in companies
in private placement transactions. Because of the absence of any public trading
market for some of these investments (such as those that are legally restricted)
it may take longer to liquidate these positions at fair value than would be the
case for publicly traded securities.

The Portfolio's annual portfolio turnover rate may exceed 100%. A fund with
high turnover (100% or more) pays more commissions and may generate more capital
gains than a fund with a lower rate. Paying more commissions may also reduce
return. Capital gains distributions will reduce after tax returns for
shareholders holding the Fund in taxable accounts.

MANAGEMENT AND ORGANIZATION

MANAGEMENT. The Portfolio's investment adviser is Lloyd George Investment
Management (Bermuda) Limited ("Lloyd George"), 3808 One Exchange Square,
Central, Hong Kong. The investment adviser manages Portfolio investments and
provides related office facilities and personnel. Lloyd George receives a
monthly advisory fee of 0.0625% (equivalent to 0.75% annually) of the
Portfolio's average daily net assets up to $500 million. This fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1999,
absent a fee reduction, the Portfolio would have paid advisory fees of 0.75% of
its average daily net assets.

Kiersten Christensen and Jacob Rees-Mogg co-manage the Portfolio. Ms.
Christensen has managed the Portfolio since May 1, 1996. She has been a Lloyd
George portfolio manager since December, 1994 and prior thereto was an analyst
at Lloyd George. Mr. Rees-Mogg joined Ms. Christensen as co-portfolio manager in
May, 2000. He is an Investment Manager for Lloyd George and has been employed by
Lloyd George for more than 5 years. Mr. Rees-Mogg also manages another Eaton
Vance portfolio. Ms. Christensen (whose office is at Eaton Vance in Boston) and
Mr. Rees-Mogg (whose office is in London) are supported by, and are in regular
communication with, a team of investment professionals at Lloyd George. In
particular, Robert Lloyd George, Scobie Dickinson Ward and Pamela Chan set
macro-economic and general investment strategy, and provide investment research
and ideas for all of Lloyd George's managed accounts and funds.

Lloyd George and its affiliates act as investment adviser to various individual
and institutional clients and manage $2.6 billion in assets. Eaton Vance's
corporate parent owns 21% of Lloyd George's corporate parent. Lloyd George, its
affiliates and two of the Portfolio's Trustees are domiciled outside of the
United States. Because of this, it would be difficult for the Portfolio to
bring a claim or enforce a judgment against them.

Eaton Vance manages the business affairs of the Fund and administers the
business affairs of the Portfolio. For these services, Eaton Vance receives a
monthly fee from each of the Fund and Portfolio of 1/48 of 1% (equal to 0.25%
annually) of average daily net assets up to $500 million. This fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1999,
absent a fee reduction, Eaton Vance would have earned management fees of 0.25%
of the Fund's average daily net assets and administration fees of 0.25% of the
Portfolio's average daily net assets. Eaton Vance has been managing assets
since 1924 and managing mutual funds since 1931. Eaton Vance and its
subsidiaries currently manage over $43 billion on behalf of mutual funds,
institutional clients and individuals.

The investment adviser, Eaton Vance and the Fund and Portfolio have adopted
Codes of Ethics governing personal securities transactions. Under the Codes,
employees of the investment adviser and Eaton Vance may purchase and sell
securities (including securities held by the Portfolio) subject to certain
reporting requirements and other procedures.

<PAGE>

ORGANIZATION. The Fund is a series of Eaton Vance Special Investment Trust, a
Massachusetts business trust. The Fund offers multiple classes of shares. Each
Class represents a pro rata interest in the Fund, but is subject to different
expenses and rights. The Fund does not hold annual shareholder meetings, but
may hold special meetings for matters that require shareholder approval (like
electing or removing trustees, approving management contracts or changing
investment policies that may only be changed with shareholder approval).
Because the Fund invests in the Portfolio, it may be asked to vote on certain
Portfolio matters (like changes in certain Portfolio investment restrictions).
When necessary, the Fund will hold a meeting of its shareholders to consider
the Portfolio matter and then vote its interest in the Portfolio in proportion
to the votes cast by its shareholders. The Fund can withdraw from the Portfolio
at any time.

VALUING SHARES

The Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase
price of Fund shares is their net asset value (plus a sales charge for Class A
shares), which is derived from Portfolio holdings. Exchange-listed securities
are valued at closing sale prices; however, the investment adviser may use the
fair value of a foreign security if events occurring after the close of a
foreign exchange would materially affect net asset value. Because foreign
securities trade on days when Fund shares are not priced, net asset value can
change at times when Fund shares cannot be redeemed.

When purchasing or redeeming Fund shares, your investment dealer must
communicate your order to the principal underwriter by a specific time each day
in order for the purchase price or the redemption price to be based on that
day's net asset value per share. It is the investment dealer's responsibility
to transmit orders promptly. The Fund may accept purchase and redemption orders
as of the time of their receipt by certain investment dealers (or their
designated intermediaries).

PURCHASING SHARES

You may purchase shares through your investment dealer or by mailing the account
application form included in this prospectus to the transfer agent (see back
cover for address). Your initial investment must be at least $1,000. The price
of Class A shares is the net asset value plus a sales charge. The price of
Class B shares is the net asset value; however, you may be subject to a sales
charge (called a "contingent deferred sales charge" or "CDSC") if you redeem
Class B shares within six years of purchase. The sales charges are described
below. Your investment dealer can help you decide which Class of shares suits
your investment needs.

You may purchase Fund shares in exchange for securities. Please call
1-800-225-6265 for information about exchanging securities for Fund shares. If
you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

<PAGE>

SALES CHARGES

Front-End Sales Charge. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

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

* No sales charge is payable at the time of purchase on investments of $1 million or more.
A CDSC of 1.00% will be imposed on such investments (as described below) in the event of
redemptions within 12 months of purchase.
</TABLE>

CONTINGENT DEFERRED SALES CHARGE. Each Class of shares is subject to a CDSC on
certain redemptions. Class A shares purchased at net asset value in amounts of
$1 million or more are subject to a 1% CDSC if redeemed within 12 months of
purchase. Class B shares are subject to the following CDSC schedule:

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

The principal underwriter pays commissions to investment dealers on sales of
Class B shares (except exchange transactions and reinvestments). The sales
commission equals 4% of the purchase price of the shares.

REDUCING OR ELIMINATING SALES CHARGES. Front-end sales charges on purchases of
Class A shares may be reduced under the right of accumulation or under a
statement of intention. Under the right of accumulation, the sales charges you
pay are reduced if the current market value of your current holdings (based on
the current offering price), plus your new purchases, total $50,000 or more.
Class A shares of other Eaton Vance funds owned by you can be included as part
of your current holdings for this purpose. Under a statement of intention,
purchases of $50,000 or more made over a 13-month period are eligible for
reduced sales charges. Under a statement of intention, the principal
underwriter may hold 5% of the dollar amount to be purchased in escrow in the
form of shares registered in your name until you satisfy the statement or the
13-month period expires.

Class A shares are offered at net asset value to clients of financial
intermediaries who charge a fee for their services; accounts affiliated with
those financial intermediaries; tax-deferred retirement plans; investment and
institutional clients of Eaton Vance; certain persons affiliated with Eaton
Vance; and certain Eaton Vance and fund service providers. Ask your investment
dealer for details. Class A shares are also sold at net asset value if the
amount invested represents redemption proceeds from a mutual fund not affiliated
with Eaton Vance, provided the redemption occurred within 60 days of the Fund
share purchase and the redeemed shares were subject to a sales charge. Class A
shares so acquired will be subject to a 0.50% CDSC if they are redeemed within
12 months of purchase. Investment dealers will be paid a commission on such
sales equal to 0.50% of the amount invested.

<PAGE>

CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see
"Shareholder Account Features") and, for Class B shares, in connection with
certain redemptions from tax-sheltered retirement plans. Call 1-800-225-6265 for
details. The Class B CDSC is also waived following the death of all beneficial
owners of shares, but only if the redemption is requested within one year after
death (a death certificate and other applicable documents may be required).

DISTRIBUTION AND SERVICE FEES. Each Class of shares has in effect a plan under
Rule 12b-1 that allows the Fund to pay distribution fees for the sale and
distribution of shares (so-called "12b-1 fees"). Class A shares pay a
distribution fee of 0.50% of average daily net assets on shares outstanding for
less than twelve months and a distribution fee of 0.25% on shares outstanding
for more than twelve months. Class B shares pay distribution fees of 0.75% of
average daily net assets annually. Because these fees are paid from Fund assets
on an ongoing basis, they will increase your cost over time and may cost you
more than paying other types of sales charges. Both classes also pay service
fees for personal and/or account services equal to 0.25% of average daily net
assets annually. Class A shares only pay service fees on shares that have been
outstanding for twelve months and such fees are paid to investment dealers based
on the value of shares sold by such dealers. After the sale of Class B shares,
the principal underwriter receives service fees for one year and thereafter
investment dealers receive them based on the value of shares sold by such
dealers.

The distribution fees paid by Class B are subject to termination when payments
under the Rule 12b-1 plans are sufficient to extinguish uncovered distribution
charges. As described more fully in the Statement of Additional Information,
uncovered distribution charges of a Class are increased by sales commissions
payable by the Class to the principal underwriter in connection with sales of
shares of that Class and by an interest factor tied to the U.S. Prime Rate.
Uncovered distribution charges are reduced by the distribution fees paid by the
Class and by CDSCs paid to the Fund by redeeming shareholders. The amount of
the sales commissions payable by Class B to the principal underwriter in
connection with sales of Class B shares is significantly less than the maximum
permitted by the sales charge rule of the National Association of Securities
Dealers, Inc. To date, Class B uncovered distribution charges have not been
fully covered.

REDEEMING SHARES

You can redeem shares in any of the following ways:
By Mail Send your request to the transfer agent along with any
certificates and stock powers. The request must be
signed exactly as your account is registered and
signature guaranteed. You can obtain a signature
guarantee at certain banks, savings and loan
institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered
securities associations. You may be asked to provide
additional documents if your shares are registered in
the name of a corporation, partnership or fiduciary.

By Telephone You can redeem up to $50,000 by calling the transfer
agent at 1-800-262-1122 on Monday through Friday, 9:00
a.m. to 4:00 p.m. (eastern time). Proceeds of a
telephone redemption can be mailed only to the account
address. Shares held by corporations, trusts or certain
other entities and shares that are subject to fiduciary
arrangements cannot be redeemed by telephone.

Through an Investment
Dealer Your investment dealer is responsible for
transmitting the order promptly. An investment dealer
may charge a fee for this service.

Redemptions (including exchanges) of Class A shares made within three months of
their purchase will be subject to a redemption fee equal to 1% of the amount
redeemed. All redemption fees will be paid to the Fund. Redemptions of shares
acquired as the result of reinvesting distributions and those held by 401(k)
plans or in proprietary fee-based programs sponsored by broker-dealers are not
subject to the redemption fee.

<PAGE>

If you redeem shares, your redemption price will be based on the net asset value
per share next computed after the redemption request is received. Your
redemption proceeds will be paid in cash within seven days, reduced by the
amount of any applicable CDSC and/or redemption fee and any federal income tax
required to be withheld. Payments will be sent by mail unless you complete the
Bank Wire Redemptions section of the account application.

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account(R) for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

.Annual and Semi-Annual Reports, containing performance information and
financial statements.

.Periodic account statements, showing recent activity and total share balance.

.Form 1099 and tax information needed to prepare your income tax returns.

.Proxy materials, in the event a shareholder vote is required.

.Special notices about significant events affecting your Fund.

WITHDRAWAL PLAN. You may redeem shares on a regular monthly or quarterly basis
by establishing a systematic withdrawal plan. Withdrawals will not be subject to
any applicable CDSC if they are, in the aggregate, less than or equal to 12%
annually of the greater of either the initial account balance or the current
account balance. A minimum account size of $5,000 is required to establish a
systematic withdrawal plan. Because purchases of Class A shares are generally
subject to an initial sales charge, you should not make withdrawals from your
account while you are making purchases.

TAX-SHELTERED RETIREMENT PLANS. Class A shares are available for purchase in
connection with certain tax-sheltered retirement plans. Call 1-800-225-6265 for
information. Distributions will be invested in additional shares for all
tax-sheltered retirement plans.

EXCHANGE PRIVILEGE. You may exchange your Fund shares for shares of the same
Class of another Eaton Vance fund. Exchanges are generally made at net asset
value. If you hold Class A shares for less than six months and exchange them
for shares subject to a higher sales charge, you will be charged the difference
between the two sales charges. If your shares are subject to a CDSC, the CDSC
will continue to apply to your new shares at the same CDSC rate. For purposes
of the CDSC, your shares will continue to age from the date of your original
purchase. Class A shares may also be exchanged for shares of Eaton Vance
Institutional Emerging Markets Fund, subject to the terms for investing in that
Fund.

<PAGE>

TELEPHONE AND ELECTRONIC TRANSACTIONS. You can redeem or exchange shares by
telephone as described in this prospectus. In addition, certain transactions
may be conducted through the Internet. The transfer agent and the principal
underwriter have procedures in place to authenticate telephone and electronic
instructions (such as using security codes or verifying personal account
information). As long as the transfer agent and principal underwriter follow
reasonable procedures, they will not be responsible for unauthorized telephone
or electronic transactions and you bear the risk of possible loss resulting from
these transactions. You may decline the telephone redemption option on the
account application. Telephone instructions are tape recorded.

"STREET NAME" ACCOUNTS. If your shares are held in a "street name" account at
an investment dealer, that dealer (and not the Fund or its transfer agent) will
perform all recordkeeping, transaction processing and distribution payments.
Because the Fund will have no record of your transactions, you should contact
your investment dealer to purchase, redeem or exchange shares, to make changes
in your account, or to obtain account information. You will not be able to
utilize a number of shareholder features, such as telephone transactions,
directly with the Fund. The transfer of shares in a "street name" account to an
account with another investment dealer or to an account directly with the Fund
involves special procedures and you will be required to obtain historical
information about your shares prior to the transfer. Before establishing a
"street name" account with an investment dealer, you should determine whether
that dealer allows reinvestment of distributions in "street name" accounts.

ACCOUNT QUESTIONS. If you have any questions about your account or the services
available, please call Eaton Vance Shareholder Services at 1-800-225-6265, or
write to the transfer agent (see back cover for address).

TAX INFORMATION

The Fund pays dividends at least once annually and intends to pay capital gains
(if any) annually. Distributions of income and net short-term capital gains
will be taxable as ordinary income. Distributions of any long-term capital
gains are taxable as long-term gains. The Fund expects that its distributions
will consist primarily of capital gains. The Fund's distributions will be
taxable as described above whether they are paid in cash or reinvested in
additional shares. The Fund's distributions will generally not qualify for the
dividends-received deduction for corporations.

The Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's return on those securities would be
decreased. Shareholders may be entitled to claim a credit or deduction with
respect to foreign taxes. In addition, the Fund's investments in foreign
securities or foreign currencies may increase or accelerate the Fund's
recognition of ordinary income and may affect the timing or amount of the Fund's
distributions.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the Fund's
financial performance for the past five years. Certain information in the table
reflects the financial results for a single Fund share. The total returns in
the table represent the rate an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all distributions and not
taking into account a sales charge). This information has been audited by
Deloitte & Touche LLP, independent accountants. The report of Deloitte & Touche
LLP and the Fund's financial statements are incorporated herein by reference and
included in the annual report, which is available on request. The Fund began
offering two Classes of shares on January 1, 1998. Prior to that date, the Fund
offered only Class B shares and Class A existed as a separate fund.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------------------------------------------------------------------------------
CLASS A CLASS B CLASS A CLASS B CLASS B CLASS B CLASS B
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $ 8.060 $ 7.990 $11.970 $11.910 $12.720 $10.050 $ 9.960
------- ------- ------- ------- ------- ------- -------
Income (loss) from operations:
Net investment loss $(0.112) $(0.159) $(0.146) $(0.236) $(0.012) $(0.143) $(0.268)
Net realized and unrealized gain (loss) 6.732 6.679 (3.764) (3.684) (0.436) 2.988 0.358
------- ------- ------- ------- ------- ------- -------
Total income (loss) from operations $ 6.620 $ 6.520 $(3.910) $(3.920) $(0.448) $ 2.845 $ 0.090
------- ------- ------- ------- ------- ------- -------
Less distributions:
From net realized gain $ -- $ -- $ -- $ -- $ -- $(0.175) $ --
In excess of net realized gain (3) -- -- -- -- (0.362) -- --
------- ------- ------- ------- ------- ------- -------
Total distributions $ -- $ -- $ -- $ -- $(0.362) $(0.175) $ --
------- ------- ------- ------- ------- ------- -------
Net asset value - End of year $14.680 $14.510 $ 8.060 $ 7.990 $11.910 $12.720 $10.050
------- ------- ------- ------- ------- ------- -------
Total Return (1) 82.13% 81.60% (32.66)% (32.91)% (3.48)% 28.49% 0.90%
Ratios/Supplemental Data +:
Net assets, end of year (000's omitted) $ 4,482 $ 6,866 $ 3,066 $ 4,064 $ 9,074 $ 6,725 $ 1,801
Ratios (as a percentage of average daily net
assets):
Net expenses (2)(3) 3.02% 3.47% 3.25% 3.70% 3.50% 3.41% 6.19%
Net expenses after custodian fee reduction(2) 2.95% 3.40% 2.95% 3.40% 3.32% 3.19% 6.19%
Net investment loss (1.02)% (1.59)% (1.34)% (1.79)% (1.92)% (1.76)% (4.64)%
Portfolio turnover of the Portfolio 95% 95% 117% 117% 160% 125% 98%
</TABLE>

+ The operating expenses of the Fund reflect a reduction of the investment
adviser fee, an allocation of expenses to the investment adviser or
administrator, or both. Had such actions not been taken, the ratios and net
investment loss per share would have been as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Ratios (as a percentage of average daily net
assets):
Expenses(2)(3) 4.70% 5.15% 3.65% 4.10% 3.79% 4.52% 11.35%
Expenses after custodian fee reduction (2) 4.63% 5.08% 3.35% 3.80% 3.61% 4.30% 11.35%
Net investment loss (2.70)% (3.27)% (1.74)% (2.19)% (2.21)% (2.87)% (9.80)%
Net investment loss per share $(0.296) $(0.327) $(0.188) $(0.289) $(0.014) $(0.233) $(0.566)
</TABLE>

(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 reinvestment date. Total return is not computed on an annualized
basis.

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

(3)The expense ratios for the year ended December 31, 1995 and the
periods thereafter, have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require the Fund, as well as the
Portfolio, to increase its expense ratio by the effect of any expense offset
arrangements with its service providers. The expense ratios for the prior
period has not been adjusted to reflect this change.

<PAGE>

LOGO
Investing for the 21st Century(R)

More Information
- --------------------------------------------------------------------------------

ABOUT THE FUND: More information is available in the statement of
additional information. The statement of additional information is
incorporated by reference into this prospectus. Additional
information about the Portfolio's investments is available in the
annual and semi-annual reports to shareholders. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's
performance during the past year. You may obtain free copies of the
statement of additional information and the shareholder reports by
contacting:

EATON VANCE DISTRIBUTORS, INC.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about the Fund (including the
statement of additional information and shareholder reports): at the
Securities and Exchange Commission's public reference room in
Washington, DC (call 1-202-942-8090 for information on the operation
of the public reference room); on the EDGAR Database on the SEC's
Internet site (http:// www.sec.gov); or, upon payment of copying
fees, by writing to the SEC's public reference section, Washington,
DC 20549-0102, or by electronic mail at [email protected].

ABOUT SHAREHOLDER ACCOUNTS: You can obtain more information from
Eaton Vance Share- holder Services (1-800-225-6265). If you own
shares and would like to add to, redeem or change your account,
please write or call the transfer agent:

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122

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

The Fund's SEC File No. is 811-1545 EMP

<PAGE>

LOGO
Investing for the 21st Century(R)

Eaton Vance Institutional Emerging Markets Fund

A diversified fund investing in emerging market stocks

Prospectus Dated

May 1, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Redeeming Shares 7
Investment Objective & Principal Policies Shareholder Account
and Risks 4 Features 7
Management and Organization 5 Tax Information 8
Valuing Shares 6 Financial Highlights 9
Purchasing Shares 6

- -------------------------------------------------------------------------------
</TABLE>

This prospectus contains important information about the
Fund and the services available to shareholders. Please
save it for reference.
<PAGE>

FUND SUMMARY

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES. The Fund's investment objective
is to seek long-term capital appreciation. The Fund invests in equity
securities (primarily common stocks) of companies located in emerging market
countries, which are those considered to be developing. Emerging market
countries include countries in Asia, Latin America, the Middle East, Southern
Europe, Eastern Europe, Africa and the region comprising the former Soviet
Union. Securities acquired by the Fund are typically listed on stock exchanges
in emerging market countries, but also may include securities traded in markets
outside these countries, including securities trading in the form of depositary
receipts. The Fund invests in companies with a broad range of market
capitalizations, including smaller companies. The Fund may make direct
investments in companies. In managing the portfolio, the portfolio manager
looks for stocks that will grow in value over time, regardless of short-term
market fluctuations. Stocks will be sold when they have achieved their perceived
value or when a country's stock market is expected to be depressed for an
extended period. The portfolio manager may (but is not obligated to) use such
investments as forward contracts and options to attempt to mitigate the adverse
effects of foreign currency fluctuations.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

<PAGE>

PERFORMANCE INFORMATION. The following bar chart and table provide information
about the Fund's performance, including a comparison of the Fund's performance
to the performance of a broad-based, unmanaged market index of common stocks
traded in the world's emerging markets. Although past performance is no
guarantee of future results, this performance information demonstrates the risk
that the value of your investment will change. The following returns are for
each calendar year through December 31, 1999. The performance for the period
prior to May 19, 1999 (when the Fund commenced operations) is that of another
mutual fund that invests in Emerging Markets Portfolio. This mutual fund (the
"Retail Fund") is distributed through retail distribution channels and is
subject to higher expenses than the Fund. The returns are adjusted to eliminate
the Retail Fund's sales charge, but they are not adjusted to reflect other
differences in expenses between the Fund and the Retail Fund.

0.90% 28.39% -3.48% -32.91% 83.25%
1995 1996 1997 1998 1999

The Fund's highest quarterly total return was 50.92% for the quarter ended
December 31, 1999, and the lowest quarterly total return was -25.99% for the
quarter ended September 30, 1998.

<TABLE>
<CAPTION>
One Five Life of
Average Annual Total Return as of December 31, 1999 Year Years Fund
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Shares 83.00% 8.95% 8.73%
Morgan Stanley Capital International Emerging Markets Index 68.82% 1.55% 0.46%
</TABLE>

Returns are calculated from November 30, 1994. The Morgan Stanley Capital
International Emerging Markets Index is a broad-based, unmanaged market index of
common stocks traded in the world's emerging markets. Investors cannot invest
directly in an Index. (Source for Morgan Stanley Capital International Emerging
Markets Index returns: Lipper Inc.)

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

Shareholder Fees
(fees paid directly from your investment)
- -------------------------------------------------------------------------------
Maximum Sales Charge (Load) (as a percentage of
offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage
of the lower of net asset value at time of purchase or
time of redemption None
Maximum Sales Charge (Load) Imposed on Reinvested
Distributions None
Exchange Fee None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
- -------------------------------------------------------------------------
Management Fees 1.00%
Other Expenses* 7.74%
----
Total Annual Fund Operating Expenses 8.74%
Expense Reimbursement** (7.24)%
----
Total Annual Fund Operating Expenses (net reimbursement) 1.50%

* Other Expenses is estimated.
** For the fiscal year ending December 31, 2000, Eaton Vance will reimburse the
Fund pursuant to a contractual reimbursement to the extent Total Fund
Operating Expenses exceeds 1.50% of average daily net assets.

EXAMPLE. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The expense
reimbursement is reflected only in expenses for the first year. The Example also
assumes that your investment has a 5% return each year and that the operating
expenses are reduced in the first year of operations as described above.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
Fund Shares $ 153 $ 1,895 $ 3,509 $ 7,045

<PAGE>
INVESTMENT OBJECTIVE & PRINCIPAL POLICIES AND RISKS

<PAGE>

MANAGEMENT AND ORGANIZATION

Kiersten Christensen and Jacob Rees-Mogg co-manage the Portfolio. Ms.
Christensen has managed the Portfolio since May 1, 1996. She has been a Lloyd
George portfolio manager since December, 1994 and prior thereto was an analyst
at Lloyd George. Mr. Rees-Mogg joined Ms. Christensen as co-portfolio manager
in May, 2000. He is an Investment Manager for Lloyd George and has been
employed by Lloyd George for more than 5 years. Mr. Rees-Mogg also manages
another Eaton Vance portfolio. Ms. Christensen (whose office is at Eaton Vance
in Boston) and Mr. Rees-Mogg (whose office is in London) are supported by, and
are in regular communication with, a team of investment professionals at Lloyd
George. In particular, Robert Lloyd George, Scobie Dickinson Ward and Pamela
Chan set macro-economic and general investment strategy, and provide investment
research and ideas for all of Lloyd George's managed accounts and funds.

Eaton Vance manages the business affairs of the Portfolio. For these services,
Eaton Vance receives a monthly fee from the Portfolio of 1/48 of 1% (equal to
0.25% annually) of average daily net assets up to $500 million. This fee
declines at intervals above $500 million. For the fiscal year ended December
31, 1999, absent a fee reduction, Eaton Vance would have earned administration
fees of 0.25% of the Portfolio's average daily net assets. Eaton Vance has been
managing assets since 1924 and managing mutual funds since 1931. Eaton Vance
and its subsidiaries currently manage over $43 billion on behalf of mutual
funds, institutional clients and individuals.

ORGANIZATION. The Fund is a series of Eaton Vance Special Investment Trust, a
Massachusetts business trust. The Fund does not hold annual shareholder
meetings, but may hold special meetings for matters that require shareholder
approval (like electing or removing trustees, approving management contracts or
changing investment policies that may only be changed with shareholder
approval). Because the Fund invests in the Portfolio, it may be asked to vote
on certain Portfolio matters (like changes in certain Portfolio investment
restrictions). When necessary, the Fund will hold a meeting of its shareholders
to consider the Portfolio matter and then vote its interest in the Portfolio in
proportion to the votes cast by its shareholders. The Fund can withdraw from the
Portfolio at any time.

<PAGE>

VALUING SHARES

The Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase
price of Fund shares is their net asset value, which is derived from Portfolio
holdings. Exchange-listed securities are valued at closing sale prices;
however, the investment adviser may use the fair value of a foreign security if
events occurring after the close of a foreign exchange would materially affect
net asset value. Because foreign securities trade on days when Fund shares are
not priced, net asset value can change at times when Fund shares cannot be
redeemed.

When purchasing or redeeming Fund shares, your investment dealer must
communicate your order to the principal underwriter by a specific time each day
in order for the purchase price or the redemption price to be based on that
day's net asset value per share. It is the investment dealer's responsibility
to transmit orders promptly. The Fund may accept purchase and redemption orders
as of the time of their receipt by certain investment dealers (or their
designated intermediaries).

PURCHASING SHARES

Fund shares are offered to clients of financial intermediaries who charge an
advisory, management, consulting or similar fee for their services; accounts
affiliated with those financial intermediaries; investment and institutional
clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton
Vance; and certain Eaton Vance and fund service providers. Your initial
investment must be at least $250,000. Subsequent investments of any amount may
be made at any time. The investment minimum is waived for persons affiliated
with Eaton Vance and its service providers.

The Fund provides shareholders ease of investment by allowing same day wire
purchases. You may purchase Fund shares through your investment dealer or by
requesting your bank to transmit immediately available funds (Federal Funds) by
wire to the address set forth below. To make an initial investment by wire, you
must first telephone the Fund Order Department at 800-225-6265 (extension 7604)
to advise of your action and to be assigned an account number. Failure to call
will delay the order. The account application form which accompanies this
prospectus must be promptly forwarded to the transfer agent. Additional
investments may be made at any time through the same wire procedure. The Fund
Order Department must be advised by telephone of each transmission. Wire funds
to:

Boston Safe Deposit & Trust Co.

ABA #811001234

Account #080411

Further Credit Eaton Vance Institutional Emerging Markets Fund - Fund #481

A/C # [Insert your account number]

Purchase orders will be executed at the net asset value next determined after
their receipt by the Fund only if the Fund has received payment in cash or in
Federal Funds. If you purchase shares through an investment dealer, that dealer
may charge you a fee for executing the purchase for you.

From time to time the Fund may suspend the continuous offering of its shares.
During any such suspension, shareholders who reinvest their distributions in
additional shares will be permitted to continue such reinvestments, and the Fund
may permit tax-sheltered retirement plans which own shares to purchase
additional shares of the Fund. The Fund may also refuse any order for the
purchase of shares.

<PAGE>

REDEEMING SHARES

You can redeem shares in one of two ways:
By Wire If you have given complete written authorization in
advance you may request that redemption proceeds be
wired directly to your bank account. The bank
designated may be any bank in the United States. The
redemption request may be made by calling the Eaton
Vance Fund Order Department at 800-225-6265 (extension
7604) or by sending a signature guaranteed letter of
instruction to the transfer agent (see back cover for
address). You may be required to pay the costs of
redeeming by wire; however, no costs are currently
charged. The Fund may suspend or terminate this
expedited payment procedure upon at least 30 days
notice.

Through an Investment Your investment dealer is responsible for
Dealer transmitting the order promptly. An investment dealer
may charge a fee for this service.

If you redeem shares, your redemption price will be based on the net asset value
per share next computed after the redemption request is received. Your
redemption proceeds will be paid in cash within seven days, reduced by the
amount of any federal income tax required to be withheld. Payments will be sent
by mail unless you complete the Bank Wire Redemptions section of the account
application.

SHAREHOLDER ACCOUNT FEATURES

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

.Annual and Semi-Annual Reports, containing performance information and
financial statements.

.Periodic account statements, showing recent activity and total share balance.

.Form 1099 and tax information needed to prepare your income tax returns.

.Proxy materials, in the event a shareholder vote is required.

.Special notices about significant events affecting your Fund.

EXCHANGE PRIVILEGE. You may exchange your Institutional Shares for other Eaton
Vance Institutional Shares. Exchanges are made at net asset value. Before
exchanging, you should read the prospectus of the new fund carefully. The
exchange privilege may be changed or discontinued at any time. You will receive
60 days' notice of any material change to the privilege. This privilege may not
be used for "market timing". If an account (or group of accounts) makes more
than two round-trip exchanges (exchanged from one fund to another and back
again) within twelve months, it will be deemed to be market timing. The exchange
privilege may be terminated for market timing accounts.

TELEPHONE AND ELECTRONIC TRANSACTIONS. The transfer agent and the principal
underwriter have procedures in place to authenticate telephone and electronic
instructions (such as using security codes or verifying personal account
information). As long as the transfer agent and principal underwriter follow
reasonable procedures, they will not be responsible for unauthorized telephone
or electronic transactions and you bear the risk of possible loss resulting from
telephone these transactions. You may decline the telephone redemption option
on the account application. Telephone instructions are tape recorded.

TAX-SHELTERED RETIREMENT PLANS. Fund shares are available for purchase in
connection with certain tax-sheltered retirement plans. Call 1-800-225-6265 for
information. Distributions will be invested in additional shares for all
tax-sheltered retirement plans.

<PAGE>

TAX INFORMATION

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the financial
performance of the Fund. Certain information in the table reflects the
financial results for a single Fund share. The total return in the table
represents the rate an investor would have earned (or lost) on an investment in
the Fund (assuming reinvestment of all distributions and not taking into account
a sales charge). This information has been audited by Deloitte & Touche LLP,
independent accountants. The report of Deloitte & Touche LLP and the Fund's
financial statements are incorporated herein by reference and included in the
annual report, which is available on request.

YEAR ENDED DECEMBER 31,
----------------------------------------------------
1999(1)
- ---------------------------------------------------------------------------

Net asset value - Beginning of period $10.000
-------
Income (loss) from operations
Net investment loss $(0.014)
Net realized and unrealized gain 4.744
-------
Total income from operations $ 4.730
-------
Net asset value - End of period $14.730
-------
Total return(2) 47.30%
Ratios/Supplemental Data +
Net assets, end of period (000's omitted) $ 1,304
Ratios (As a percentage of average daily net assets):
Net expenses (3) 1.57%(4)
Net expenses after custodian fee reduction(3) 1.50%(4)
Net investment loss (0.20)%(4)
Portfolio turnover of the Portfolio 95%

+The operating expenses of the Fund and the Portfolio may reflect a reduction of
the investment adviser fee, an allocation of expenses to the investment adviser
and/or manager, or both. Had such actions not been taken, the ratios and net
investment loss per share would have been as follows:

Ratios (as a percentage of average daily net assets):
Expenses (3) 8.74%(4)
Expenses after custodian fee reduction(3) 8.67%(4)
Net investment loss (7.37)%(4)
Net investment loss $(0.516)

(1) For the period from the start of business, May 19, 1999, to December 31,
1999.

(2) Total return is calculated assuming a purchase at the net asset value on
the first day and a sale at the net asset value on the last day of each
period reported. Dividends and distributions, if any, are assumed
reinvested at the net asset value on the reinvestment date. Total return is
not computed on an annualized basis.

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

(4) Annualized.

<PAGE>

LOGO
Investing for the 21st Century(R)

MORE INFORMATION
- --------------------------------------------------------------------------------

EATON VANCE DISTRIBUTORS, INC.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

ABOUT SHAREHOLDER ACCOUNTS: You can obtain more information from
Eaton Vance Shareholder Services (1-800-225-6265). If you own
shares and would like to add to, redeem or change your account,
please write or call the transfer agent:

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122

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

The Fund's SEC File No. is 811-1545 IEMP

<PAGE>
LOGO
Investing for the 21st Century(R)

Eaton Vance Greater India Fund

A diversified fund investing in companies in India

Prospectus Dated
May 1, 2000

The Securities and Exchange Commission has not approved or disapproved
these securities or determined whether this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

<TABLE>
<CAPTION>
Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund Summary 2 Sales Charges 7
Investment Objective & Principal Policies Redeeming Shares
and Risks 4 8
Management and Organization Shareholder Account
5 Features 9
Valuing Shares 6 Tax Information 10
Purchasing Shares 6 Financial Highlights 11
- -------------------------------------------------------------------------------
</TABLE>

This prospectus contains important information about the
Fund and the services available to shareholders. Please
save it for reference.
<PAGE>

FUND SUMMARY

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES. The Fund's investment objective
is to seek long-term capital appreciation. The Fund invests primarily in equity
securities (primarily common stocks) of companies in India and surrounding
countries of the Indian subcontinent. Greater India investments are typically
listed on stock exchanges in countries of the Indian subcontinent, but also
include securities traded in markets outside these countries, including
securities trading in the form of depositary receipts. The Fund invests in
companies with a broad range of market capitalizations, including smaller
companies. The Fund may make direct investments in companies. Under normal
market conditions, at least 50% of total assets will be invested in equity
securities of Indian companies, and no more than 5% of total assets will be
invested in companies located in other than India, Pakistan or Sri Lanka. The
portfolio manager may (but is not obligated to) use investments such as forward
contracts and options to attempt to mitigate the adverse effects of foreign
currency fluctuations.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

PRINCIPAL RISK FACTORS. Because securities markets in the Indian subcontinent
are substantially smaller, less liquid and more volatile than the major
securities markets in the United States, Fund share values will be more
volatile. The value of Fund shares will be affected by political, economic,
fiscal, regulatory or other developments in the Indian subcontinent and
particularly India. The extent of economic development, political stability and
market depth of different countries in the region varies widely. Certain
countries in the Greater India region are either comparatively underdeveloped or
in the process of becoming developed. 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 may have relatively
unstable governments and economies based on only a few industries. The Fund
will likely be particularly sensitive to changes in the economies of such
countries (such as reversals of economic liberalization, political unrest or
changes in trading status). Although depositary receipts have risks similar to
the foregoing, unsponsored receipts may involve higher expenses, may not pass
through voting and other shareholder rights, and may be less liquid than
receipts sponsored by issuers of the underlying securities.

The value of Fund shares is also sensitive to stock market volatility. If there
is a decline in the value of exchange-listed stocks in the Indian subcontinent,
the value of Fund shares will also likely decline. Changes in stock market
values can be sudden and unpredictable. Also, although stock values can
rebound, there is no assurance that values will return to previous levels.
Because the Fund invests predominantly in foreign securities, the value of Fund
shares can also be adversely affected by changes in currency exchange rates and
political and economic developments abroad. As noted above, these risks can be
significant in countries in the Indian subcontinent. The securities of smaller
companies are generally subject to greater price fluctuation and investment risk
than securities of more established companies.

<PAGE>

PERFORMANCE INFORMATION. The following bar chart and table provide information
about the Fund's performance, including a comparison of the Fund's performance
to the performance of an index of common stocks traded in the India market.
Although past performance is no guarantee of future results, this performance
information demonstrates the risk that the value of your investment will change.
The following returns are for Class B shares for each calendar year through
December 31, 1999 and do not reflect sales charges. If the sales charge was
reflected, returns would be lower.

-33.44% -9.77% 5.41% -9.15% 105.83%
1995 1996 1997 1998 1999

The highest quarterly total return for Class B was 32.33% for the quarter ended
March 31, 1999, and the lowest quarterly total return was -18.74% for the
quarter ended September 30, 1996.

<TABLE>
<CAPTION>
One Five Life of
Average Annual Total Return as of December 31, 1999 Year Years Fund
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Shares 95.60% 2.79% 2.19%
Class B Shares 100.83% 3.08% 2.59%
Bombay Stock Exchange Index 88.59% 9.37% 0.56%
</TABLE>

These returns reflect the maximum sales charge for Class A (5.75%) and any
applicable CDSC for Class B. The Fund commenced operations on May 2, 1994.
Life of Fund returns are calculated from May 31, 1994. The Bombay Stock
Exchange Index is an unmanaged index of 100 common stocks traded in the India
market. Investors cannot invest directly in an Index. (Source for the Bombay
Stock Exchange Index returns: Datastream International.)

FUND FEES AND EXPENSES. These tables describe the fees and expenses that you
may pay if you buy and hold shares.

Shareholder Fees
(fees paid directly from your investment) Class A Class B
- -------------------------------------------------------------------------------
Maximum Sales Charge (Load) (as a percentage of
offering price) 5.75% None
Maximum Deferred Sales Charge (Load) (as a
percentage of the lower of net
asset value at time of purchase or time of
redemption) None 5.00%
Maximum Sales Charge (Load) Imposed on
Reinvested Distributions None None
Exchange Fee None None
Redemption Fee (as a percentage of amount 1.00%* None
redeemed)

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Class A Class B
- ------------------------------------------------------------------
Management Fees 1.25% 1.25%

Distribution and Service (12b-1) Fees 0.50% 1.00%

Other Expenses 1.49% 1.49%
----- ----
Total Annual Fund Operating Expenses 3.24% 3.74%

*Effective for Class A shares redeemed or exchanged within three months of
purchase.

EXAMPLE. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
Class A shares $ 883* $ 1,516 $ 2,170 $ 3,911
Class B shares $ 876 $ 1,543 $ 2,130 $ 3,984

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
Class A shares $ 883 $ 1,516 $ 2,170 $ 3,911
Class B shares $ 376 $ 1,143 $ 1,930 $ 3,984

*Due to the redemption fee, the cost of investing in Class A shares for one year
would be $100 higher for shares redeemed or exchanged within three months of
purchase.

<PAGE>

INVESTMENT OBJECTIVE & PRINCIPAL POLICIES AND RISKS

The Fund's investment objective is to seek long-term capital appreciation. The
Fund 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 Fund's
investment objective and certain policies may be changed without shareholder
approval. The Trustees of the Trust have no present intention to make any such
change and intend to submit any proposed material change in investment objective
to shareholders in advance for their approval.

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 in or derives more than 50% of its revenue or profits from 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.

Investments in India and the Indian subcontinent can be considered speculative,
and therefore may offer higher potential for gains and losses than investments
in developed markets of the world. Political and economic structures in India
and other countries of the Indian subcontinent generally lack the social,
political and economic stability characteristics 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. 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.

In recent years, exchange-listed companies in the technology sector and related
sectors (such as software) have grown so as to represent a significant portion
of the total capitalization of the Indian market. The value of these companies
will generally fluctuate in response to technological and regulatory
developments. The Portfolio's investments currently include companies in these
sectors and are likely to continue to do so.

The stock markets in the region are undergoing a period of growth and change,
which may result in trading or price volatility and difficulties in the
settlement and recording of transactions, and in interpreting and applying the
relevant laws and regulations. The securities industries in these countries are
comparatively underdeveloped, and stockbrokers and other intermediaries may not
perform as well as their counterparts in the United States and other more
developed securities markets. In some cases, physical delivery of securities in
small lots 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 are subject to
risk of loss, may be delayed and are 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.

<PAGE>

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. In addition, foreign brokerage commissions, custody fees and other
costs of investing in foreign securities 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 affected by other factors not present in the United
States, including expropriation, armed conflict, confiscatory taxation, lack of
uniform accounting and auditing standards, less publicly available financial and
other information and potential difficulties in enforcing contractual
obligations. As a result, the Portfolio may be exposed to greater risk and will
be more dependent on the investment adviser's ability to assess such risk than
if the Portfolio invested solely in more developed countries.

More than 25% of the Portfolio's total assets may be denominated in any single
currency. Because investment in Greater India companies will usually involve
currencies of foreign countries, the value of assets of the Portfolio as
measured by U.S. dollars may be adversely affected by changes in currency
exchange rates. Such rates may fluctuate significantly over short periods of
time causing the Portfolio's net asset value to fluctuate as well. Costs are
incurred in connection with conversions between various currencies. At times,
the portfolio manager may (but is not obligated to) use hedging techniques (such
as forward contracts and options) to attempt to mitigate the adverse effects of
foreign currency fluctuations.

The Portfolio may invest in securities of smaller, less seasoned companies. Such
securities are generally subject to greater price fluctuations, limited
liquidity, higher transaction costs and higher investment risk. Smaller
companies may have limited product lines, markets or financial resources, and
they may be dependent on a limited management group. There is generally less
publicly available information about such companies than larger, more
established companies. The Portfolio may make direct investments in companies
in private placement transactions. Because of the absence of any public trading
market for some of these investments (such as those that are legally restricted)
it may take longer to liquidate these positions at fair value than would be the
case for publicly traded securities.

MANAGEMENT AND ORGANIZATION

MANAGEMENT. The Portfolio's investment adviser is Lloyd George Investment
Management (Bermuda) Limited ("Lloyd George"), 3808 One Exchange Square,
Central, Hong Kong. The investment adviser manages Portfolio investments and
provides related office facilities and personnel. Lloyd George receives a
monthly advisory fee of 0.0625% (equivalent to 0.75% annually) of the
Portfolio's average daily net assets up to $500 million. This fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1999, the
Portfolio paid advisory fees of 0.75% of its average daily net assets.

Scobie Dickenson Ward and Zaheer Sitabkhan co-manage the Portfolio. Mr. Ward
has managed the Portfolio since its inception. He is a Director of Lloyd George
and has been a portfolio manager at Lloyd George for more than five years. Mr.
Sitabkhan has managed the Portfolio since August 31, 1999. Mr. Sitabkhan joined
Lloyd George in March 1995 and currently serves as a Director. Prior to 1995 he
was Director of Business Development at Quality Sciences Inc., a Cleveland-based
software company.

Eaton Vance manages the business affairs of the Fund and administers the
business affairs of the Portfolio. For these services, Eaton Vance receives a
monthly fee from each of the Fund and Portfolio of 1/48 of 1% (equal to 0.25%
annually) of average daily net assets up to $500 million. This fee declines at
intervals above $500 million. For the fiscal year ended December 31, 1999,
Eaton Vance earned management fees of 0.25% of the Fund's average daily net
assets and administration fees of 0.25% of the Portfolio's average daily net
assets. Eaton Vance has been managing assets since 1924 and managing mutual
funds since 1931. Eaton Vance and its subsidiaries currently manage over $43
billion on behalf of mutual funds, institutional clients and individuals.

<PAGE>

VALUING SHARES

When purchasing or redeeming Fund shares, your investment dealer must
communicate your order to the principal underwriter by a specific time each day
in order for the purchase price or the redemption price to be based on that
day's net asset value per share. It is the investment dealer's responsibility
to transmit orders promptly. The Fund may accept purchase and redemption orders
as of the time of their receipt by certain investment dealers (or their
designated intermediaries).

PURCHASING SHARES

You may purchase shares through your investment dealer or by mailing the account
application form included in this prospectus to the transfer agent (see back
cover for address). Your initial investment must be at least $1,000. The price
of Class A shares is the net asset value plus a sales charge. The price of
Class B shares is the net asset value; however, you may be subject to a sales
charge (called a "contingent deferred sales charge" or "CDSC") if you redeem
Class B shares within six years of purchase. The sales charges are described
below. Your investment dealer can help you decide which Class of shares suits
your investment needs.

You may purchase Fund shares in exchange for securities. Please call
1-800-225-6265 for information about exchanging securities for Fund shares. If
you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

<PAGE>

SALES CHARGES

FRONT-END SALES CHARGE. Class A shares are offered at net asset value per share
plus a sales charge that is determined by the amount of your investment. The
current sales charge schedule is:

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

* No sales charge is payable at the time of purchase on investments of $1 million or more.
A CDSC of 1.00% will be imposed on such investments (as described below) in the event of
redemptions within 12 months of purchase.
</TABLE>

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

<PAGE>

REDEEMING SHARES

You can redeem shares in any of the following ways:
By Mail Send your request to the transfer agent along with any
certificates and stock powers. The request must be
signed exactly as your account is registered and
signature guaranteed. You can obtain a signature
guarantee at certain banks, savings and loan
institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered
securities associations. You may be asked to provide
additional documents if your shares are registered in
the name of a corporation, partnership or fiduciary.

By Telephone You can redeem up to $50,000 by calling the transfer
agent at 1-800-262-1122 on Monday through Friday, 9:00
a.m. to 4:00 p.m. (eastern time). Proceeds of a
telephone redemption can be mailed only to the account
address. Shares held by corporations, trusts or certain
other entities and shares that are subject to fiduciary
arrangements cannot be redeemed by telephone.

Through an Investment
Dealer Your investment dealer is responsible for transmitting
the order promptly. An investment dealer may charge a
fee for this service.

<PAGE>

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account(R)for you. Share certificates are issued only on request.

DISTRIBUTIONS. You may have your Fund distributions paid in one of the
following ways:

INFORMATION FROM THE FUND. From time to time, you may be mailed the following:

.Annual and Semi-Annual Reports, containing performance information and
financial statements.

.Periodic account statements, showing recent activity and total share balance.

.Form 1099 and tax information needed to prepare your income tax returns.

.Proxy materials, in the event a shareholder vote is required.

.Special notices about significant events affecting your Fund.

<PAGE>

TAX INFORMATION

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,

---------------------------------------------------------------------------------
1999 (1) 1998 (1) 1997 1996 (1) 1995
---------------------------------------------------------------------------------
CLASS A CLASS B CLASS A CLASS B CLASS B CLASS B CLASS B
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of year $ 5.780 $ 5.660 $ 6.340 $ 6.230 $ 5.910 $ 6.550 $ 9.840
------- ------- ------- ------- ------- ------- -------
Income (loss) from operations
Net investment loss $(0.165) $(0.193) $(0.082) $(0.110) $(0.126) $(0.099) $(0.176)
Net realized and unrealized gain (loss) 6.375 6.183 (0.478) (0.460) 0.446 (0.541) (3.114)
------- ------- ------- ------- ------- ------- -------
Total income (loss) from operations $ 6.210 $ 5.990 $(0.560) $(0.570) $ 0.320 $(0.640) $(3.290)
------- ------- ------- ------- ------- ------- -------
Net asset value - End of year $11.990 $11.650 $ 5.780 $ 5.660 $ 6.230 $ 5.910 $ 6.550
------- ------- ------- ------- ------- ------- -------
Total return (2) 107.44% 105.83% (8.83)% (9.15)% 5.42% (9.77)% (33.43)%
Ratios/Supplemental Data
Net assets, end of year (000's omitted) $11,640 $34,671 $ 8,031 $43,063 $68,812 $74,661 $21,041
Ratios (as a percentage of average daily net
assets):
Expenses (3) 3.26% 3.69% 3.18% 3.69% 3.08% 2.88% 3.31%
Expenses after custodian fee reduction (3) 3.24% 3.67% 3.08% 3.59% 3.05% 2.65% 2.90%
Net investment loss (2.07)% (2.55)% (1.38)% (1.87)% (1.67)% (1.46)% (1.74)%
Portfolio turnover of the Portfolio 80% 80% 60% 60% 48% 46% 38%
</TABLE>

(1) Net investment loss per share was computed using average shares
outstanding.

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

(3) Includes the Fund's share of its corresponding Portfolio's allocated
expenses.

<PAGE>

LOGO
Investing for the 21st Century(R)

MORE INFORMATION
- --------------------------------------------------------------------------------

EATON VANCE DISTRIBUTORS, INC.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122

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

The Fund's SEC File No. is 811-1545 GIP

<PAGE>

LOGO
Mutual Funds
for People
Who Pay
Taxes(R)

EATON VANCE INSTITUTIONAL
SHORT TERM TREASURY FUND

A mutual fund seeking current income and liquidity

Prospectus Dated
May 1, 2000

Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
Fund Summary 2 Purchasing Shares 5
Investment Objective & Principal Policies Redeeming Shares 6
and Risks 4 Shareholder Account
Management and Organization 4 Features 6
Shareholder Servicing 5 Tax Information 7
Valuing Shares 5 Financial Highlights 8
- -------------------------------------------------------------------------------

This prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARY

Investment Objective and Strategies. The purpose of the Fund is to seek current
income and liquidity. The Fund is a no-load non-diversified mutual fund which
continuously offers its shares of beneficial interest to institutional
investors.

The Fund invests exclusively in U.S. Treasury obligations (bills, notes and
bonds) with a remaining maturity of up to five years and repurchase agreements
collateralized exclusively by U.S. Treasury obligations. The Fund will maintain
a dollar weighted average portfolio maturity of not more than one year.

Risk Factors. The net asset value of the Fund's shares will change in response
to interest rate fluctuations. When interest rates decline, the value of a
portfolio primarily invested in debt securities can be expected to rise.
Conversely, when interest rates rise, the value of a portfolio primarily
invested in debt securities can be expected to decline. However, a shorter
maturity is generally associated with a lower level of market value volatility.
Accordingly, the Investment Adviser expects that the net asset value of the
Fund's shares normally will fluctuate significantly less than that of a
longer-term bond fund since the dollar weighted average portfolio maturity of
the Fund will not exceed one year.

The Fund is a "non-diversified" investment company, and under applicable federal
income tax rules, with respect to 50% of its total assets, the Fund will be able
to invest more than 5%, but no greater than 25%, of its total assets in
repurchase agreements with any one counterparty. Because the Fund may engage in
repurchase agreement transactions with a limited number of counterparties, the
Fund is more likely than a diversified fund to lose value as a result of an
adverse corporate, economic, regulatory or other occurrence affecting a
counterparty.

Performance Information. The following bar chart and table provide information
about Fund's performance, including a comparison of the Fund's performance to
the performance of a representative, unmanaged index of all U.S. Treasury bills
with various maturities. Past performance is no guarantee of future results and
this performance information demonstrates the risk that the value of your
investment will differ from a broad-based measure of market performance. The
following returns are for the calendar year ended December 31, 1999.

4.32%
1999

The highest quarterly total return for Fund shares was 1.16% for the quarter
ended September 30, 1999, and the lowest quarterly return was 0.94% for the
quarter ended March 31, 1999.

Average Annual Total Return as of December 31, 1999 Life of Fund
- --------------------------------------------------------------------------------
Fund Shares 4.04%
Merrill Lynch U.S.Treasury Bill Index 2.66%

Life of Fund returns are calculated from January 31, 1999. The Merrill Lynch
U.S. Treasury Bill Index is an unmanaged index of all U.S. Treasury bills with
various maturities. Investors cannot invest directly in an index. (Source for
Merrill Lynch U.S. Treasury Bill Index returns: Lipper Inc.)

<PAGE>

Fees and Expenses of the Fund. These tables describe the fees and expenses that
you may pay if you buy and hold Fund shares.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
Management Fees 0.35%
Other Expenses (see note below) 0.25%*
----
Total Annual Fund Operating Expenses 0.60%*

*Eaton Vance has agreed to pay all ordinary operating expenses of the Fund
(excluding service fees) from its management fees. Total Fund expenses generally
will not exceed .60% of average daily net assets. Other Expenses includes a
service fee of 0.25%

1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$61 $192 $335 $750

<PAGE>

Investment Objective & Prinicpal Policies and Risks

The Fund's investment objective is to seek current income and liquidity. The
Fund currently seeks to meet its investment objective by investing exclusively
in U.S. Treasury obligations (bills, notes and bonds) with a remaining maturity
of up to five years and repurchase agreements collateralized by U.S. Treasury
obligations.

U.S. Treasury obligations include the following (which differ in their interest
rates, initial maturities and times of issuance): U.S. Treasury bills
(maturities of one year or less), U.S. Treasury notes (maturities of one to ten
years) and U.S. Treasury bonds (generally maturities of greater than ten years).
U.S. Treasury bills, notes and bonds, are supported by the full faith and credit
of the United States.

The Fund will maintain a dollar weighted average portfolio maturity of not more
than one year. In measuring the dollar weighted average portfolio maturity of
the Fund, repurchase agreements will have a maturity equal to their term rather
than the remaining maturities of underlying collateral.

The Fund may enter into repurchase agreements collateralized exclusively by U.S.
Treasury obligations involving any or all of its assets with banks and
broker-dealers determined to be creditworthy by the Investment Adviser. Under a
repurchase agreement the Fund buys a security at one price and simultaneously
promises to sell that same security back to the seller at a higher price for
settlement at a later date. The Fund's repurchase agreements will provide that
the value of the collateral underlying the repurchase agreement will always be
at least equal to the repurchase price, including any accrued interest earned on
the repurchase agreement, and will be marked to market daily. The repurchase
date is usually overnight, but may be within seven days of the original purchase
date. In the event of the bankruptcy of the counterparty or a third party
custodian, the Fund might experience delays in recovering its cash or experience
a loss.

The Fund has 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. Except for
such enumerated restrictions and policies, the investment objective and policies
of the Fund are not fundamental policies and accordingly may be changed by the
Trustees without obtaining the approval of the Fund's shareholders. The
Trustees, however, intend to submit any material change in the investment
objective to shareholders for their approval.

Management and Organization

Management. The Fund's manager is Eaton Vance Management ("Eaton Vance"), with
offices at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109. Eaton Vance has been managing assets since 1924 and managing mutual funds
since 1931. Eaton Vance and its subsidiaries currently manage over $43 billion
on behalf of mutual funds, institutional clients and individuals.

Eaton Vance manages the investments of the Fund and provides related office
facilities, administrative services and personnel. Eaton Vance also provides
administrative services and pays all ordinary operating expenses of the Fund
(except service and management fees). Under its management contract with the
Fund, Eaton Vance receives an annual management fee equal to 0.35% of the
average daily net assets of the Fund. For the period from the start of business,
January 4, 1999, to December 31, 1999, the Fund paid Eaton Vance advisory fees
equivalent to 0.35% (annualized) of its average daily net assets.

Michael B. Terry has acted as the portfolio manager of the Fund since it
commenced operations. He also manages other Eaton Vance portfolios, has been an
Eaton Vance portfolio manager for more than 5 years, and is a Vice President of
Eaton Vance and Eaton Vance's subsidiary Boston Management and Research ("BMR").

Eaton Vance and the Fund have adopted Codes of Ethics governing personal
securities transactions. Under the Codes, Eaton Vance employees may purchase and
sell securities (including securities held by the Fund) subject to certain
pre-clearance and reporting requirements and other procedures.

<PAGE>

SHAREHOLDER SERVICING

Fund assets bear a service fee for personal and/or account services paid to the
principal underwriter not exceeding .25% of average daily net assets annually.
The principal underwriter may pay up to the entire amount of the service fee to
investment dealers and their employees, or to employees of the principal
underwriter for providing services to the Fund or its shareholders. Service fee
payments from the principal underwriter to investment dealers and others will be
made on new accounts only if the principal underwriter has previously authorized
in writing such payments for identified accounts.

VALUING SHARES

The Fund values its shares twice each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), at noon and as of the
close of regular trading on the Exchange (normally 4:00 p.m. eastern time.) The
purchase price of Fund shares is their net asset value, which is derived from
portfolio holdings. Net asset value is computed by dividing the value of the
Fund's total assets, less its liabilities, by the number of shares outstanding.
Debt securities will normally be valued on the basis of market valuations
provided by a pricing service. Repurchase agreements will be valued at cost plus
accrued interest. The net asset value so determined is effective for orders
received by the principal underwriter prior to the next price determination. It
is each investment dealer's responsibility to transmit orders promptly to the
principal underwriter.

PURCHASING SHARES

No commissions or redemption fees are charged on Fund purchases or redemptions.
The Fund provides shareholders ease of investment and redemption by allowing
same day wire purchases and redemptions.

You may purchase Fund shares through your investment dealer or by requesting
your bank to transmit immediately available funds (Federal Funds) by wire to the
address set forth below. Your initial investment must be at least $1,000,000. To
make an initial investment by wire, you must first telephone the Fund Order
Department at 800-225-6265 (extension 3) to advise of your action and to be
assigned an account number. Failure to call will delay the order. The account
application form which accompanies this prospectus must be promptly forwarded to
the transfer agent (see back cover for address). Additional investments may be
made at any time through the same wire procedure. The Fund Order Department must
be advised by telephone of each transmission. Wire funds to:

ABA #011001438

Federal Reserve Bank of Boston

A/C Investors Bank & Trust Company

Further Credit Eaton Vance Institutional Short Term Treasury Fund - Fund
#796570802

A/C # [Insert your account number - see below]

Transactions in the U.S. Treasury obligations in which the Fund invests require
immediate settlement in Federal Funds. The Fund intends at all times to be as
fully invested as is feasible in order to maximize its earnings. Accordingly,
purchase orders will be executed at the net asset value next determined after
their receipt by the Fund only if the Fund has received payment in cash or in
Federal Funds.

The Fund is currently available only to corporations, banks and other
institutional investors that do not constitute personal holding companies for
federal income tax purposes. If you purchase shares through an investment
dealer, that dealer may charge you a fee for executing the purchase for you. The
Fund may suspend the sale of its shares at any time, and any purchase order may
be refused.

<PAGE>

REDEEMING SHARES

You can redeem shares in one of two ways:

By Wire If you have given complete written
authorization in advance you may request that
redemption proceeds be wired directly to your
bank account. The bank designated may be any
bank in the United States. The redemption
request may be made by calling the Eaton
Vance Fund Order Department at 800-225-6265
(extension 3) or by sending a signature
guaranteed letter of instruction to the
transfer agent (see back cover for address).
You may be required to pay any costs of
redeeming by wire; however, no costs are
currently charged. The Fund may suspend or
terminate this expedited payment procedure
upon at least 30 days notice.

Through an Investment Dealer Your investment dealer is responsible for
transmitting the order promptly. An
investment dealer may charge a fee for this
service.

If you redeem shares, your redemption price will be based on the net asset value
per share next computed after the redemption request is received. Proceeds of
redemption requests received before noon on any business day will be wired that
same day, if requested. Redemption requests received between noon and 4:00 p.m.
on any business day will be processed at 4:00 p.m. and the proceeds will be
wired on the next business day.

If the Fund determines that it may be treated as a personal holding company for
federal income tax purposes at any time, it may involuntarily redeem all
accounts it determines is necessary as soon as practicable.

SHAREHOLDER ACCOUNT FEATURES

Distributions. You may have your Fund distributions paid in one of the following
ways:

.Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be assigned if
you do not specify an option.

.Partial Reinvest Option Dividends are paid in cash and capital gains are
reinvested in additional shares.

.Cash Option Dividends and capital gains are paid in cash.

Information from the Fund. From time to time, you may be mailed the following:

.Annual and Semi-Annual Reports, containing performance information and
financial statements.
.Periodic account statements, showing recent activity and total share balance.
.Form 1099 and tax information needed to prepare your income tax returns.
.Proxy materials, in the event a shareholder vote is required.
.Special notices about significant events affecting your Fund.

Telephone and Electronic Transactions. The transfer agent and the principal
underwriter have procedures in place to authenticate telephone and electronic
instructions (such as using security codes or verifying personal account
information). As long as the transfer agent and principal underwriter follow
reasonable procedures, they will not be responsible for unauthorized telephone
or electronic transactions and you bear the risk of possible loss resulting from
these transactions. Telephone instructions are tape recorded.

<PAGE>

TAX INFORMATIOn

The Fund pays dividends and capital gains annually, normally in December. The
Fund's distributions will not be eligible for the corporate dividends-received
deduction. Under current law, the Fund intends on its tax return to treat as a
distribution of investment company taxable income and net capital gain the
portion of redemption proceeds paid to redeeming shareholders that represents
the redeeming shareholders' portion of the Fund's undistributed investment
company taxable income and net capital gain. This practice, which involves the
use of equalization accounting and is commonly called tax equalization, will
have the effect of reducing the amount of income and gains that the Fund is
required to distribute as dividends to shareholders in order for the Fund to
avoid federal income tax and excise tax. Tax equalization may also reduce the
amount of distributions required to be made to non redeeming shareholders and
defer the recognition of taxable income by such shareholders. However, since the
amount of any undistributed income will be reflected in the value of the Fund's
shares, the total return on a shareholder's investment will not be reduced as a
result of the Fund's distribution policy. The Treasury Department has made a
proposal (effective for taxable years after its enactment) to limit the
availability of tax equalization. If the proposal were enacted, it might affect
the extent to which the Fund could use this practice.

Distributions of income and net short-term capital gains, if any, are taxable as
ordinary income. Distributions of any long-term capital gains are taxable as
such. Investors who purchase shares shortly before the record date of a
distribution will pay the full price for the shares and then receive some
portion of the price back as a taxable distribution. Certain distributions paid
in January (if any) will be taxable to shareholders as if received on December
31 of the prior year. A redemption of Fund shares, including an exchange for
shares of another fund, is a taxable transaction. Shareholders should consult
with their tax advisers concerning special tax rules, such as Section 1258 of
the Internal Revenue Code of 1986, as amended, that may apply to their
transactions in Fund shares.

State, Local and Foreign Taxes. Distributions of the Fund which are derived from
interest on obligations of the U.S. Government will be exempt from personal
and/or corporate income taxes in most states. Repurchase agreement income,
however, is not exempt. The Fund will inform shareholders of the proportion of
its distributions which are derived from interest on such obligations.
Shareholders should consult their tax advisers concerning the applicability of
state, local, or other taxes to an investment in the Fund.

<PAGE>

Financial Highlights

The financial highlights are intended to help you understand a Fund's financial
performance for the past five years. Certain information in the table reflects
the financial results for a single Fund share. The total returns in the table
represent the rate an investor would have earned (or lost) on an investment in a
Fund (assuming reinvestment of all distributions and not taking into account a
sales charge). This information has been audited by Deloitte & Touche LLP,
independent accountants. The report of Deloitte & Touche LLP and the Fund's
financial statements are incorporated herein by reference and included in the
annual report, which is available on request.

PERIOD ENDED DECEMBER 31, 1999(1)(2)
------------------------------------------
Net asset value - Beginning of period $70.000
-------
Income (loss) from operations
Net investment income $ 3.015
Net realized and unrealized gain 0.005
-------
Total income from operations $ 3.020
-------
Less distributions
From net investment income $(2.420)
-------
Net asset value - End of period $70.600
-------
Total return(3) 4.32%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted) $ 1,002
Ratios (as percentage of average daily net assets):
Expenses 0.60%(4)
Net investment income 4.23%(4)
Portfolio turnover 11%

(1) For the period from the start of business, January 4, 1999, to December 31,
1999.

(2) Net investment income per share was computed using average shares
outstanding.

(3) 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 reinvested at the net
asset value on the reinvestment date. Total return is not computed on an
annualized basis.

(4) Annualized.

<PAGE>

LOGO
Mutual Funds
for People
Who Pay
Taxes(R)

More Information
- --------------------------------------------------------------------------------

About the Fund: More information is available in the statement of
additional information. The statement of additional information
is incorporated by reference into this prospectus. Additional
information about the Fund's investments is available in the
annual and semi-annual reports to shareholders. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's
performance during the past year. You may obtain free copies of
the statement of additional information and the shareholder
reports by contacting:

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about the Fund (including
the statement of additional information and shareholder reports):
at the Securities and Exchange Commission's public reference room
in Washington, DC (call 1-202-942-8090 for information on the
operation of the public reference room); on the EDGAR Database on
the SEC's Internet site (http:// www.sec.gov); or, upon payment
of copying fees, by writing to the SEC's public reference
section, Washington, DC 20549-0102, or by electronic mail at
[email protected].

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122
- --------------------------------------------------------------------------------

The Fund's SEC File No. is 811-1545. ISTTP

<PAGE>

LOGO
Investing
for the
21st
Century(R)

EATON VANCE
SMALL COMPANY
GROWTH FUND

A diversified fund seeking long-term capital appreciation

Prospectus Dated
May 1, 2000

Information in this prospectus
Page Page
- -------------------------------------------------------------------------------
Fund Summary 2 Sales Charges 6
Investment Objective & Principal Policies Redeeming Shares 7
and Risks 4 Shareholder Account
Management and Organization 5 Features 7
Valuing Shares 5 Tax Information 9
Purchasing Shares 5 Financial Highlights 10
- -------------------------------------------------------------------------------

This prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
<PAGE>

FUND SUMMARY

Investment Objective and Principal Strategies. The Fund's investment objective
is to seek long-term capital appreciation. The Fund invests primarily in common
stocks of small companies that are expected to achieve earnings growth over the
long-term that substantially exceeds the average of all publicly traded
companies in the United States. Small companies owned by the Fund will have
annual revenues of $1 billion or less. In making investment decisions, the
portfolio manager relies on the investment adviser's research staff and will
generally sell a security when the price objective for the stock is reached or
the fundamentals of the company change, or to pursue more attractive investment
opportunities.

Although it invests primarily in domestic securities, the Fund may invest up to
25% of its assets in foreign securities. The Fund may also at times engage in
derivative transactions to protect against price declines, to enhance returns or
as a substitute for purchasing or selling securities. Some of the securities
owned by the Fund may be subject to restrictions on resale.

The Fund currently invests its assets in a separate registered investment
company with the same objective and policies as the Fund.

Principal Risk Factors. Shares of the Fund are sensitive to factors affecting
small company growth stocks. Small company growth stocks are generally subject
to greater price fluctuation and investment risk than securities of more
established companies. The value of Fund shares is also sensitive to stock
market volatility. If there is a general decline in the value of U.S. stocks,
the value of the Fund's shares will also likely decline. Changes in stock market
values can be sudden and unpredictable. Also, although stock values can rebound,
there is no assurance that values will return to previous levels.

Because the Fund invests a portion of its assets in foreign securities, the
value of Fund shares may be affected by changes in currency exchange rates and
developments abroad. The use of derivative transactions is subject to certain
limitations and may expose the Fund to increased risk of principal loss.
Securities subject to restrictions on resale are often less liquid and more
difficult to value.

<PAGE>

Performance Information. The following bar chart and table provide information
about the Fund's performance including a comparison of the Fund's performance to
the performance of an index of common stocks of small capitalization companies.
Although past performance is no guarantee of future results, this performance
information demonstrates the risk that the value of your investment will change
from year-to-year. These returns are for each calendar year through December 31,
1999. During these periods, the expenses of the Fund were subsidized. Absent the
subsidy, Fund performance would have been lower. The returns in the bar chart do
not reflect a sales charge. If the sales charge was reflected, the returns would
be lower.

Due to the Fund's relatively small size, its performance for the year ended
December 31, 1999 benefited significantly from participation in certain initial
public offerings ("IPOs"). As Fund assets grow, IPO activity will have a less
dramatic effect on Fund performance.

19.26% 15.16% 109.14%
1997 1998 1999

The Fund's highest quarterly total return was 59.81% for the quarter ended
December 31, 1999, and its lowest quarterly total return was -17.20% for the
quarter ended September 30, 1998.

<TABLE>
<CAPTION>
One Life of
Average Annual Total Return as of December 31, 1999 Year Fund
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Fund Shares 97.10% 39.70%
Standard & Poor's Small Cap 600 Index 12.41% 11.40%
</TABLE>

These returns reflect the maximum sales charge (5.75%). The Fund commenced
operations on January 2, 1997. Life of Fund returns are calculated from January
31, 1997. The S&P Small Cap 600 Index is an unmanaged index of common stocks of
small capitalization companies trading in the U.S. Investors cannot invest
directly in an Index. (Source for S&P Small Cap 600 Index: Lipper Inc.)

Fund Fees and Expenses. These tables describe the fees and expenses that you may
pay if you buy and hold shares.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment)
- ------------------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge (Load) (as a percentage of offering price) 5.75%
Maximum Deferred Sales Charge (Load)(as a percentage of the lower of net asset
value at time of purchase or time of redemption) None
Maximum Sales Charge (Load) Imposed on Reinvested Distributions None
Exchange Fee None
</TABLE>

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
Management Fees 0.75%
Other Expenses* 7.04%
-----
Total Annual Fund Operating Expenses 7.79%
Expense Reimbursement (6.09%)
-----
Total Annual Fund Operating Expenses (net of reimbursement) 1.70%

* Other Expenses includes service fees of 0.25%.

** For the fiscal year ended December 31, 2000, the investment adviser will
reimburse the Fund's expenses to the extent that Total Annual Fund
Operating Expenses exceeds 1.70%.

Example. This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The expense reimbursement
is reflected only in expenses for the first year. The Example also assumes that
your investment has a 5% return each year and that the operating expenses remain
the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
$ 738 $ 2,213 $ 3,606 $ 6,764

<PAGE>

INVESTMENT OBJECTIVE & PRINCIPAL POLICIES AND RISKS

The Fund's investment objective is to seek long-term capital appreciation. The
Fund currently seeks to meet its investment objective by investing in Small
Company Growth Portfolio (the "Portfolio"), a separate open-end investment
company with the same objective and policies as the Fund. The Fund's investment
objective may not be changed without shareholder approval. Certain of the Fund's
investment policies may be changed by the Trustees without shareholder approval.

The Portfolio invests in a diversified portfolio of publicly traded stocks of
small companies that are expected to achieve earnings growth over the long-term
that substantially exceeds the average of all publicly traded companies in the
United States. Small companies owned by the Portfolio will have annual revenues
of $1 billion or less. Many small companies are in the early stages of their
development, are more dependent on fewer products, services or product markets
than more established companies, have limited financial resources or may rely
upon a limited management group, may lack substantial capital reserves and do
not have established performance records. Small company growth stocks frequently
have lower trading volume and tend to be more sensitive to changes in earnings
projections than stocks of more established companies, making them more volatile
and possibly more difficult to value. Under normal circumstances, the Portfolio
invests at least 65% of its total assets in small company growth stocks. The
Fund may also invest in larger companies.

The Portfolio may invest up to 25% of assets in foreign securities. The value of
foreign securities is affected by changes in currency rates, foreign tax laws
(including withholding tax), government policies (in this country or abroad),
relations between nations and trading, settlement, custodial and other
operational risks. In addition, the costs of investing abroad 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 markets
in the United States. Foreign investments also could be affected by other
factors not present in the United States, including expropriation, armed
conflict, confiscatory taxation, lack of uniform accounting and auditing
standards, less publicly available financial and other information and potential
difficulties in enforcing contractual obligations. These risks can be more
significant for securities traded in less developed countries. As an alternative
to holding foreign-traded securities, the Portfolio may invest in
dollar-denominated securities of foreign companies that trade on U.S. exchanges
or in the U.S. over-the-counter market (including depositary receipts which
evidence ownership in underlying foreign securities). Such investments are not
subject to the Portfolio's 25% limitation on investing in foreign securities.

The Portfolio at times may engage in derivative transactions (such as futures
contracts and options thereon, forward currency exchange contracts, and equity
and currency swaps) to protect against stock price, interest rate or currency
rate declines, to enhance return or as a substitute for the purchase or sale of
securities or currencies. The use of derivatives is highly specialized. The
built-in leverage inherent to many derivative instruments can result in losses
that substantially exceed the initial amount paid or received by the Portfolio.
Derivative instruments may be difficult to value, may be illiquid, and may be
subject to wide swings in valuation caused by changes in the value of the
underlying security or currency. Derivative hedging transactions may not be
effective because of imperfect correlations and other factors.

The Portfolio may invest not more than 15% of its net assets in illiquid
securities, which may be difficult to value properly and may involve greater
risks than liquid securities. Illiquid securities include those legally
restricted as to resale, and may include commercial paper issued pursuant to
Section 4(2) of the Securities Act of 1933 and securities eligible for resale
pursuant to Rule 144A thereunder. Certain Section 4(2) and Rule 144A securities
may be treated as liquid securities if the investment adviser determines that
such treatment is warranted. Even if determined to be liquid, holdings of these
securities may increase the level of Portfolio illiquidity if eligible buyers
become uninterested in purchasing them.

The Portfolio's annual portfolio turnover rate may exceed 100%. A fund with high
turnover (100% or more) pays more commissions and may generate more capital
gains than a fund with a lower rate. Brokerage commissions are an expense which
reduce return. Capital gains distributions will reduce after tax returns for
shareholders holding Fund shares in taxable accounts.

The Portfolio may borrow amounts up to one-third of the value of its total
assets (including borrowings), but it will not borrow more than 5% of the value
of its total assets except to satisfy redemption requests or for other temporary
purposes. Such borrowings would result in increased expense to the Fund and,
while they are outstanding, would magnify increases or decreases in the value of
Fund shares. The Portfolio will not purchase additional investment securities
while outstanding borrowings exceed 5% of the value of its total assets. During
unusual market conditions, the Portfolio may temporarily invest up to 100% of
its assets in cash or cash equivalents, which may not be consistent with the
Fund's investment objective. While temporarily invested, the Portfolio may not
achieve its investment objective. While at times the Portfolio may use
alternative investment strategies in an effort to limit losses, it may choose
not to do so.

<PAGE>

MANAGEMENT AND ORGANIZATION

Management. The Portfolio's investment adviser is Boston Management and Research
("BMR"), a subsidiary of Eaton Vance Management ("Eaton Vance"), with offices at
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. Eaton
Vance has been managing assets since 1924 and managing mutual funds since 1931.
Eaton Vance and its subsidiaries currently manage over $43 billion on behalf of
mutual funds, institutional clients and individuals.

The investment adviser manages the investments of the Portfolio and provides
related office facilities and personnel. Under its advisory agreement with the
Portfolio, BMR 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.
On net assets of $500 million and over, the annual fee is reduced. Prior to May
1, 2000, the Fund's assets were managed by Eaton Vance under an investment
advisory agreement substantially identical to the agreement between the
Portfolio and BMR. For the fiscal year ended December 31, 1999, Eaton Vance
waived its advisory fee and the Fund paid no advisory fees. Absent the fee
waiver, the Fund would have paid advisory fees equivalent to 0.75% of its
average daily net assets.

Edward E. Smiley, Jr. is the portfolio manager of the Fund (since inception). He
also manages other Eaton Vance portfolios, has been an employee of Eaton Vance
since November 1996, and is a Vice President of Eaton Vance. Prior to joining
Eaton Vance, Mr. Smiley was a Senior Product Manager, Equity Management for
Trade-Street Investment Associates, Inc., a wholly-owned subsidiary of
NationsBank.

The investment adviser and the Fund and the Portfolio have adopted Codes of
Ethics governing personal securities transactions. Under the Codes, Eaton Vance
employees may purchase and sell securities (including securities held by the
Portfolio) subject to certain pre-clearance and reporting requirements and other
procedures.

Eaton Vance serves as administrator of the Fund, providing the Fund with
administrative services and related office facilities. In return, the Fund is
authorized to pay Eaton Vance a fee of 0.15% of average daily net assets.

Organization. The Fund is a series of Eaton Vance Special Investment Trust, a
Massachusetts business trust. The Fund does not hold annual shareholder
meetings, but may hold special meetings for matters that require shareholder
approval (like electing or removing trustees, approving management contracts or
changing investment policies that may only be changed with shareholder
approval). Because the Fund invests in the Portfolio, it may be asked to vote on
certain Portfolio matters (like changes in certain Portfolio investment
restrictions). When necessary, the Fund will hold a meeting of its shareholders
to consider the Portfolio matter and then vote its interest in the Portfolio in
proportion to the votes cast by its shareholders. The Fund can withdraw from the
Portfolio at any time.

VALUING SHARES

The Fund values its shares once each day only when the New York Stock Exchange
is open for trading (typically Monday through Friday), as of the close of
regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase
price of Fund shares is their net asset value (plus a sales charge), which is
derived from Portfolio holdings. Exchange-listed securities are generally valued
at closing sale prices however, the investment adviser may use the fair value of
a foreign security if events occurring after the close of a foreign exchange
would materially affect net asset value. Because foreign securities trade on
days when Fund shares are not priced, net asset value can change at times when
Fund shares cannot be redeemed.

When purchasing or redeeming Fund shares, your investment dealer must
communicate your order to the principal underwriter by a specific time each day
in order for the purchase price or the redemption price to be based on that
day's net asset value per share. It is the investment dealer's responsibility to
transmit orders promptly. The Fund may accept purchase and redemption orders as
of the time of their receipt by certain investment dealers (or their designated
intermediaries).

PURCHASING SHARES

You may purchase Fund shares through your investment dealer or by mailing the
account application form included in this prospectus to the transfer agent (see
back cover for address). Your initial investment must be at least $1,000. The
price of Fund shares is the net asset value plus a sales charge.

<PAGE>

You may purchase Fund shares in exchange for securities. Please call
1-800-225-6265 for information about exchanging securities for Fund shares. If
you purchase shares through an investment dealer (which includes brokers,
dealers and other financial institutions), that dealer may charge you a fee for
executing the purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

SALES CHARGES

Fund shares are offered at net asset value per share plus a sales charge that is
determined by the amount of your investment. The current sales charge schedule
is:

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

</TABLE>

The principal underwriter will pay a commission to investment dealers on sales
of $1 million or more as follows: 1.00% on amounts of $1 million or more but
less than $3 million; plus 0.50% on amounts over $3 million but less than $5
million; plus 0.25% on amounts over $5 million. Purchases totalling $1 million
or more will be aggregated over a 12-month period for purposes of determining
the commission. The principal underwriter may also pay commissions of up to
1.00% on sales of Fund shares made at net asset value to certain tax-deferred
retirement plans.

Reducing or Eliminating Sales Charges. Front-end sales charges on purchases of
Fund shares may be reduced under the right of accumulation or under a statement
of intention. Under the right of accumulation, the sales charges you pay are
reduced if the current market value of your current holdings (based on the
current offering price), plus your new purchases, total $50,000 or more. Class A
shares of other Eaton Vance funds owned by you can be included as part of your
current holdings for this purpose. Under a statement of intention, purchases of
$50,000 or more made over a 13-month period are eligible for reduced sales
charges. Under a statement of intention, the principal underwriter may hold 5%
of the dollar amount to be purchased in escrow in the form of shares registered
in your name until you satisfy the statement or the 13-month period expires.

Fund shares are offered at net asset value to clients of financial
intermediaries who charge a fee for their services; accounts affiliated with
those financial intermediaries; tax-deferred retirement plans; investment and
institutional clients of Eaton Vance; certain persons affiliated with Eaton
Vance; and certain Eaton Vance and fund service providers. Ask your investment
dealer for details. Fund shares are also sold at net asset value if the amount
invested represents redemption proceeds from a mutual fund not affiliated with
Eaton Vance, provided the redemption occurred within 60 days of the Fund share
purchase and the redeemed shares were subject to a sales charge. Fund shares so
acquired will be subject to a 0.50% CDSC if they are redeemed within 12 months
of purchase. Investment dealers will be paid a commission on such sales equal to
0.50% of the amount invested.

Fund shares purchased at net asset value in amounts of $1 million or more are
subject to a 1.00% contingent deferred sales charge ("CDSC") if redeemed within
12 months of purchase. The CDSC is based on the lower of the net asset value at
the time of purchase or the time of redemption. Shares acquired through the
reinvestment of distributions are exempt. Redemptions are made first from shares
which are not subject to a CDSC.

<PAGE>

If you redeem shares, you may reinvest at net asset value all or any portion of
the redemption proceeds in shares of the Fund (or in Class A shares of any other
Eaton Vance fund), provided that the reinvestment occurs within 60 days of the
redemption, and the privilege has not been used more than once in the prior 12
months. Your account will be credited with any CDSC paid in connection with the
redemption. Any CDSC period applicable to the shares you acquire upon
reinvestment will run from the date of your original share purchase.
Reinvestment requests must be in writing. If you reinvest, you will be sold
shares at the next determined net asset value following receipt of your request.

Service Fees. The Fund pays service fees for personal and/or account services
equal to .25% of average daily net assets annually. After the sale of shares,
the principal underwriter receives service fees for one year and thereafter
investment dealers receive them based on the value of shares sold by such
dealers.

REDEEMING SHARES

You can redeem shares in any of the following ways:
By Mail Send your request to the transfer agent
along with any certificates and stock powers.
The request must be signed exactly as your
account is registered and signature
guaranteed. You can obtain a signature
guarantee at certain banks, savings and loan
institutions, credit unions, securities
dealers, securities exchanges, clearing
agencies and registered securities
associations. You may be asked to provide
additional documents if your shares are
registered in the name of a corporation,
partnership or fiduciary.

By Telephone You can redeem up to $50,000 b y calling the
transfer agent at 1-800-262-1122 on Monday
through Friday, 9:00 a.m. to 4:00 p.m.
(eastern time). Proceeds of a telephone
redemption can be mailed only to the account
address. Shares held by corporations, trusts
or certain other entities and shares that are
subject to fiduciary arrangements cannot be
redeemed by telephone.

Through an Investment Dealer Your investment dealer is responsible for
transmitting the order promptly. An
investment dealer may charge a fee for this
service.

If you redeem shares, your redemption price will be based on the net asset value
per share next computed after the redemption request is received. Your
redemption proceeds will be paid in cash within seven days, reduced by the
amount of any applicable CDSC and any federal income tax required to be
withheld. Payments will be sent by mail unless you complete the Bank Wire
Redemptions section of the account application.

SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares, the transfer agent establishes a Lifetime Investing
Account(R) for you. Share certificates are issued only on request.

<PAGE>

Distributions. You may have your Fund distributions paid in one of the
following ways:

.Full Reinvest Option Dividends and capital gains are reinvested in
additional shares. This option will be
assigned if you do not specify an option.
.Partial Reinvest Option Dividends are paid in cash and capital gains
are reinvested in additional shares.
.Cash Option Dividends and capital gains are paid in cash.
.Exchange Option Dividends and/or capital gains are reinvested
in additional shares of another Eaton Vance
fund chosen by you. Before selecting this
option, you must obtain a prospectus of the
other fund and consider its objectives and
policies carefully.

Information from the Fund. From time to time, you may be mailed the following:

Withdrawal Plan. You may redeem shares on a regular monthly or quarterly basis
by establishing a systematic withdrawal plan. Withdrawals will not be subject to
any applicable CDSC if they are, in the aggregate, less than or equal to 12%
annually of the greater of either the initial account balance or the current
account balance. A minimum account size of $5,000 is required to establish a
systematic withdrawal plan. Because purchases of Fund shares are generally
subject to an initial sales charge, you should not make withdrawals from your
account while you are making purchases.

Tax-Sheltered Retirement Plans. Fund shares are available for purchase in
connection with certain tax-sheltered retirement plans. Call 1-800-225-6265 for
information. Distributions will be invested in additional shares for all
tax-sheltered retirement plans.

Exchange Privilege. You may exchange your Fund shares for Class A shares of
another Eaton Vance fund. Exchanges are generally made at net asset value. If
you hold Fund shares for less than six months and exchange them for shares
subject to a higher sales charge, you will be charged the difference between the
two sales charges. If your shares are subject to a CDSC, the CDSC will continue
to apply to your new shares at the same CDSC rate. For purposes of the CDSC,
your shares will continue to age from the date of your original purchase.

<PAGE>

TAX INFORMATION

The Fund pays dividends at least once annually and intends to pay capital gains
annually. Distributions of income and net short-term capital gains are taxable
as ordinary income. Distributions of any long-term capital gains are taxable as
long-term gains. The Fund expects that its distributions will consist primarily
of capital gains. The Fund's distributions will be taxable as described above
whether they are paid in cash or reinvested in additional shares.

The Portfolio's investments in foreign securities may be subject to foreign
withholding taxes, which would decrease the Fund's return on such securities.
Shareholders generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the Portfolio.

Shareholders should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the Fund's
financial performance since inception. Certain information in the table reflects
the financial results for a single Fund share. The total returns in the table
represent the rate an investor would have earned (or lost) on an investment in
the Fund (assuming reinvestment of all distributions and not taking into account
a sales charge). This information has been audited by PricewaterhouseCoopers
LLP, independent accountants. The report of PricewaterhouseCoopers LLP and the
Fund's financial statements are incorporated herein by reference and included in
the annual report, which is available on request.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998(1) 1997
- -------------------------------------------------------------------------------
<S> <C> <C> <C>

Net asset value - Beginning of year $12.440 $10.830 $ 10.000
------- ------- --------
Income (loss) from operations
Net investment income $ 0.034 $ 0.028 $ 0.017
Net realized and unrealized gain 13.149 1.612 1.871
------- ------- --------
Total income from operations $13.183 $ 1.640 $ 1.888
------- ------- --------
Less distributions
From net investment income $(0.028) $(0.030) $-------
From net realized gain (2.965) -- (0.956)
In excess of net realized gain -- -- (0.102)
------- ------- --------
Total distributions $(2.993) $(0.030) $ (1.058)
------- ------- --------
Net asset value - End of year $ 22.63 $12.440 $ 10.830
------- ------- --------
Total return(2) 109.14% 15.16% 19.26%
Ratios/Supplemental Data+:
Net assets, end of year (000's omitted) $ 738 $ 368 $ 307
Ratios (as a percentage of average
daily net assets):
Expenses 0.23% 0.13% 0.18%
Expenses after custodian fee reduction 0.00% 0.00% 0.00%
Net investment income 0.22% 0.25% 0.18%
Portfolio turnover 149% 122% 2%

+ The operating expenses of the Fund reflect a waiver of the investment
adviser fee and an allocation of expenses to the investment adviser. Had
such action not been taken, the ratios and investment loss per share would
have been as follows:

<CAPTION>
Ratios (as a percentage of average daily net assets):
Expenses 7.79% 9.93% 10.31%
Expenses after custodian fee reduction 7.56% 9.81% 10.13%
Net investment loss (7.34)% (9.56)% (9.95)%
Net investment loss per share $(1.094) $(1.30) $(0.90)
</TABLE>

(1) Net investment income per share was computed using average shares
outstanding.

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

<PAGE>

LOGO
Investing
for the
21st
Century(R)

More Information
- --------------------------------------------------------------------------------

Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Stree
Boston, MA 02109
1-800-225-6265
website: www.eatonvance.com

You will find and may copy information about the Fund (including
the statement of additional information and shareholder reports):
at the Securities and Exchange Commission's public reference room
in Washington, DC (call 1-202-942-8090 for information on the
operation of the public reference room); on the EDGAR Database on
the SEC's Internet site (http:// www.sec.gov); or, upon payment
of copying fees, by writing to the SEC's public reference
section, Washington, DC 20549-0102, or by electronic mail at
[email protected].

PFPC, Inc.
P.O. BOX 9653
PROVIDENCE, RI 02904-9653
1-800-262-1122

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

The Fund's SEC File No. is 811-1545 EMGP

<PAGE>

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 2000

EATON VANCE BALANCED FUND
EATON VANCE GROWTH & INCOME FUND
EATON VANCE SPECIAL EQUITIES FUND
EATON VANCE UTILITIES FUND

The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about the Funds listed above and their corresponding Portfolios.
Each Fund is a series of Eaton Vance Special Investment Trust. Capitalized
terms used in this SAI and not otherwise defined have the meanings given them
in the prospectus. This SAI contains additional information about:

Page

Strategies and Risks .............................................. 1
Investment Restrictions ........................................... 5
Management and Organization ....................................... 6
Investment Advisory and Administrative Services ................... 10
Other Service Providers ........................................... 12
Purchasing and Redeeming Shares ................................... 13
Sales Charges ..................................................... 15
Performance ....................................................... 18
Taxes ............................................................. 19
Portfolio Security Transactions ................................... 21
Financial Statements .............................................. 24
Appendices:
A: Class A Fees, Performance and Ownership ........................ a-1
B: Class B Fees, Performance and Ownership ........................ b-1
C: Class C Fees, Performance and Ownership ........................ c-1

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

THIS IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUNDS' PROSPECTUS DATED MAY
1, 2000, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY
REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS, WHICH
MAY BE OBTAINED BY CALLING 1-800-225-6265.
<PAGE>

STRATEGIES AND RISKS

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

The Portfolio may also invest in depositary receipts, which are
certificates evidencing ownership of shares of a foreign issuer and are
alternatives to directly purchasing the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many
of the risks associated with investing directly in foreign securities. These
risks include foreign exchange risk as well as the political and economic
risks of the underlying issuer's country. Depositary receipts may be sponsored
or unsponsored. Unsponsored receipts are established without the participation
of the issuer. Unsponsored receipts may involve higher expenses, they may not
pass-through voting and other shareholder rights, and they may be less liquid.

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS AND CURRENCY FUTURES. Each
Portfolio, except the Investment Grade Income Portfolio, may enter into
forward foreign currency exchange contracts. Forward foreign currency
contracts ("forward contracts") are individually negotiated and privately
traded by currency traders and their customers. A forward contract involves an
obligation to purchase or sell a specific currency (or basket of currencies)
for an agreed price at a future date, which may be any fixed number of days
from the date of the contract. The investment adviser may enter into a forward
contract in connection with the purchase or sale of a security denominated in
a foreign currency, or when it anticipates the receipt in a foreign currency
of dividend or interest payments on such a security which it holds, to "lock"
in the U.S. dollar price of the security or the U.S. dollar equivalent of such
dividend or interest payment, as the case may be. Additionally, when the
investment adviser believes that the currency of a particular foreign country
may suffer a substantial decline against the U.S. dollar, it may enter into a
forward contract to sell, for a fixed amount of dollars, the amount of foreign
currency approximating the value of some or all of the securities denominated
in such foreign currency. The precise matching of the forward contract amounts
and the value of the securities involved will not generally be possible.

Currency futures contracts are exchange-traded instruments that may be
used for the purposes described in the preceding paragraphs as an alternative
to the purchase or sale of forward currency exchange contracts. Currency
futures contracts are similar in structure to stock index futures contracts,
but change in value to reflect the movements of a currency or basket of
currencies rather than a stock index. Investments in currency contracts are
subject to limitations and restrictions similar to those set forth for
investments in stock index futures and options on stock index futures.

FUTURES CONTRACTS AND OPTIONS. The Portfolios, except the Investment Grade
Income Portfolio, may enter into futures contracts and options on futures
contracts, traded on an exchange regulated by the Commodity Futures Trading
Commission (the "CFTC"), and on foreign exchanges if the investment adviser
determines that trading on each such foreign exchange does not subject the
Portfolios to risks, including credit and liquidity risks, that are materially
greater than the risks associated with trading on CFTC-regulated exchanges.
Transactions in futures contracts and options thereon (other than purchased
options) expose a Portfolio to an obligation to another party.

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

OPTIONS. Each Portfolio (except Capital Growth and Investment Grade Income
Portfolio) may write (sell) call options on securities, currencies and
indices. A call option gives the buyer the right to buy, for example, a
security at a fixed price at a specified future date. Call options written on
securities, currencies and indices will be "covered", meaning the Portfolio
will own the security or currency underlying the option or have segregated
cash or liquid securities in an amount sufficient to cover the Portfolio's
obligation to the counterparty to the option. No Portfolio intends to write a
covered call option on any security if after such transaction more than 25% of
its net assets (50% in the case of Utilities Portfolio), as measured by the
aggregate value of the securities underlying all covered calls written by the
Portfolio, would be subject to such options. The Special Equities Portfolio
may write covered call options when, in the opinion of the Trustees of the
Portfolio, such activity is advisable and appropriate. If a written covered
call option is exercised, the Portfolio will be unable to realize further
price appreciation on the underlying securities and portfolio turnover will
increase, resulting in higher brokerage costs.

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

Each Portfolio (except Capital Growth, Investment Grade Income and Special
Equities Portfolios) may also write put options on securities, currencies and
indices. A put option gives the buyer the right to sell, for example, a
security at a fixed price at a specified future date. A Portfolio may only
write a put option on a security it owns or intends ultimately to acquire for
its investment portfolio. Each Portfolio (except Capital Growth and Investment
Grade Income Portfolios) may purchase call and (except Special Equities
Portfolio) put options on any securities in which it may invest or options on
any securities index composed of securities in which it may invest. No
Portfolio intends to purchase an option on any security if, after such
transaction, more than 5% of its net assets, as measured by the aggregate of
all premiums paid for all such options it holds, would be so invested.

REAL ESTATE INVESTMENT TRUSTS. Utilities Portfolio may invest in Real Estate
Investment Trusts ("REITS"), and therefore, is subject to the special risks
associated with the real estate industry and market to the extent the
Portfolio invests in REITS.

Securities of companies in the real estate industry such as REITS are
sensitive to factors such as changes in real estate values, property taxes,
interest rates, cash flow of underlying real estate assets, occupancy rates,
government regulations affecting zoning, land use, and rents, and the
management skill and creditworthiness of the issuer. Companies in the real
estate industry may also be subject to liabilities under environmental and
hazardous waste laws. Changes in underlying real estate values may have an
exaggerated effect to the extent that REITs concentrate investments in
particular geographic regions or property types. Investments in REITs may also
be adversely affected by rising interest rates.

By investing in REITs indirectly through the Portfolio, an investor will
bear expenses of the REITs in addition to expenses of the Portfolio.

SHORT SALES AGAINST-THE-BOX. Each Portfolio may sell a security short if it
owns at least an equal amount of the security sold short or another security
convertible or exchangeable for an equal amount of the security sold short
without payment of further compensation (a short sale against-the-box). 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. These
transactions may also require the current recognition of taxable gain under
certain tax rules applicable to constructive sales. No more than 20% of
Capital Growth Portfolio's assets and 25% of Utilities Portfolio's assets will
be subject to short sales at any one time.

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

LENDING OF SECURITIES. The Portfolios may each seek to increase their income
by lending portfolio securities to broker-dealers or other institutional
borrowers. If the investment adviser determines to make securities loans, it
is intended that the value of the securities loaned would not exceed 30% of
the Portfolio's total assets. Securities lending involves risks of delay in
recovery or even loss of rights on the securities loaned if the borrower fails
financially. The Portfolios have no present intention of engaging in
securities lending.

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

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

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS. Transactions in derivative
instruments involve a risk of loss or depreciation due to: unanticipated
adverse changes in securities prices, interest rates, the other financial
instruments' prices or currency exchange rates; the inability to close out a
position; default by the counterparty; imperfect correlation between a
position and the desired hedge; tax constraints on closing out positions; and
portfolio management constraints on securities subject to such transactions.
The loss on derivative instruments (other than purchased options) may
substantially exceed a Portfolio's initial investment in these instruments. In
addition, a Portfolio may lose the entire premium paid for purchased options
that expire before they can be profitably exercised. Transaction costs are
incurred in opening and closing positions in derivative instruments.

Derivative instruments may sometimes increase or leverage a Portfolio's
exposure to a particular market risk. Leverage enhances a Portfolio's exposure
to the price volatility of derivative instruments it holds. A Portfolio's
success in using derivative instruments to hedge portfolio assets depends on
the degree of price correlation between the derivative instruments and the
hedged asset. Imperfect correlation may be caused by several factors,
including temporary price disparities among the trading markets for the
derivative instrument, the assets underlying the derivative instrument and the
Portfolio's assets. During periods of market volatility, a commodity exchange
may suspend or limit trading in an exchange-traded derivative instrument,
which may make the contract temporarily illiquid and difficult to price.
Commodity exchanges may also establish daily limits on the amount that the
price of a futures contract or futures option can vary from the previous day's
settlement price. Once the daily limit is reached, no trades may be made that
day at a price beyond the limit. This may prevent a Portfolio from closing out
positions and limiting its losses. The use of derivatives are highly
specialized activities that involve skills different from conducting ordinary
portfolio securities transactions. Under regulations of the CFTC, the use of
futures transactions for nonhedging purposes is limited. There can be no
assurance that the investment adviser's use of derivative instruments will be
advantageous to a Portfolio. A Portfolio will engage in transactions in
futures contracts and related options only to the extent such transactions are
consistent with the requirements of the Code for maintaining the qualification
of the corresponding Fund as a regulated investment company for federal income
tax purposes.

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

FIXED INCOME SECURITIES. Fixed income securities include preferred stocks,
bonds, debentures, notes and other types of debt securities (such as
collateralized mortgage obligations, mortgage-backed securities and other
types of asset-backed and collateralized obligations). In seeking to achieve
its investment objective, or to consolidate growth previously attained, Growth
& Income Portfolio may from time to time purchase bonds, U.S. Government
obligations and other securities. Bonds will constitute 5% or less of net
assets and will be of investment grade quality which are those rated Baa or
higher by Moody's or BBB or higher by either S&P or Fitch at the time of
investment.

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

Each Portfolio may purchase convertible debt securities, which may have
equity characteristics.

REPURCHASE AGREEMENTS. A Portfolio may enter into repurchase agreements with
respect to U.S. Government securities. In the event of the bankruptcy of the
other party to a repurchase agreement, a 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. Each Portfolio will treat repurchase agreements maturing in
more than seven days as illiquid.

TEMPORARY INVESTMENTS. Under unusual market conditions, each Portfolio may
invest temporarily in cash or cash equivalents. Cash equivalents are highly
liquid, short-term securities such as commercial paper, certificates of
deposit, short-term notes and short-term U.S. Government obligations.

PORTFOLIO TURNOVER. While it is not the policy of the Portfolios to purchase
securities with a view to short-term profits, the Portfolios will dispose of
securities without regard to the time they have been held if such action seems
advisable. The Capital Growth, Investment Grade Income and Special Equities
Portfolios anticipate that under normal market conditions, each Portfolio's
annual turnover rate will generally not exceed 100% (excluding turnover of
securities having a maturity of one year or less), although Special Equities
Portfolio's annual portfolio turnover rate has exceeded 100% in the past. The
Portfolio turnover rate of the Utilities Portfolio may exceed 100%, but under
normal conditions is not likely to exceed 250%. The annual turnover rate of
Growth & Income Portfolio may exceed 100%.

INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

In addition, Balanced Fund may not:

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

In addition, Growth & Income Fund and Special Equities Fund may not:

(8) Underwrite securities of other issuers; or

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

In addition, Utilities Fund may not:

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

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

Notwithstanding the investment policies and restrictions of each Fund, a
Fund may invest all of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund; and Balanced Fund may invest in two or more
open-end management investment companies which together have substantially the
same investment objectives, policies and restrictions as the Fund. In
addition, Balanced Fund and its corresponding Portfolios may not underwrite
securities of other issuers. For purposes of Restriction (9) above, less than
25% of the total assets of the Growth & Income and Special Equities Funds will
be concentrated in any one industry.

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

The Funds and the Portfolios have each adopted the following investment
policies which may be changed by the Trustees with respect to a Fund without
approval by that Fund's shareholders or with respect to the Portfolio without
approval of a Fund or its other investors. Each Fund and each Portfolio will
not:

(a) invest more than 15% of net assets in investments which are not
readily marketable, including restricted securities and repurchase
agreements maturing in more than seven days. Restricted securities for the
purposes of this limitation do not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 and commercial
paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust or the Portfolio, or its delegate, determines to be
liquid. Any such determination by a delegate will be made pursuant to
procedures adopted by the Board. If the Fund or Portfolio invests in Rule
144A securities, the level of portfolio illiquidity may be increased to
the extent that eligible buyers become uninterested in purchasing such
securities; or

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

In addition, Balanced Fund and its corresponding Portfolios may not:

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

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

In addition, Growth & Income Fund and Growth & Income Portfolio may
not:

(e) invest more than 25% of its net assets in the securities of
foreign issuers (with depositary receipts of non-U.S. issuers traded on a
U.S. exchange not deemed foreign securities).

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

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers of
the Trust and the Portfolios are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is 255 State Street, Boston, Massachusetts 02109. Those
Trustees who are "interested persons" of the Trust or a Portfolio as defined in
the 1940 Act are indicated by an asterisk(*).

JESSICA M. BIBLIOWICZ (40), Trustee*
Chief Executive Officer of National Financial Partners (a financial services
company) (since April 1999). President and Chief Operating Officer of John
A. Levin & Co. (a registered investment advisor) (July 1997 to April 1999)
and a Director of Baker, Fentress & Company which owns John A. Levin & Co.
(July 1997 to April 1999). Executive Vice President of Smith Barney Mutual
Funds (from July 1994 to June 1997). Elected Trustee October 30, 1998.
Trustee of various investment companies managed by Eaton Vance or BMR since
October 30, 1998.
Address: 1301 Avenue of the Americas, New York, NY 10019

DONALD R. DWIGHT (69), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company). Trustee/Director of the Royce Funds (mutual funds). Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

JAMES B. HAWKES (58), President and Trustee*
Chairman, President and Chief Executive Officer of BMR, Eaton Vance and their
corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee
and officer of various investment companies managed by Eaton Vance or BMR.

SAMUEL L. HAYES, III (65), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
Graduate School of Business Administration. Trustee of the Kobrick
Investment Trust (mutual funds). Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02090

NORTON H. REAMER (64), Trustee
Chairman of the Board and Chief Executive Officer, United Asset Management
Corporation (a holding company owning institutional investment management
firms); Chairman, President and Director, UAM Funds (mutual funds). Trustee
of various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

LYNN A. STOUT (42), Trustee
Professor of Law, Georgetown University Law Center. Elected Trustee October
30, 1998. Trustee of various investment companies managed by Eaton Vance or
BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

JACK L. TREYNOR (70), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

ARIEH COLL (36), Vice President of Capital Growth Portfolio
Vice President of BMR and Eaton Vance since January 10, 2000. Portfolio
manager and investment analyst for Fidelity Investments (1989-1999).

MICHAEL R. MACH (52), Vice President of the Growth & Income Portfolio
Vice President of Eaton Vance and BMR since December 15, 1999. Previously, he
was a Managing Director and Senior Analyst for Robertson Stephens
(1998-1999); Managing Director and Senior Analyst for Piper Jaffray
(1996-1998); and Senior Vice President and Senior Analyst for Putnam
Investments (1989-1996). Officer of various investment companies managed by
Eaton Vance or BMR.

JUDITH A. SARYAN (45), Vice President of Utilities Portfolio
Vice President of BMR and Eaton Vance since March 31, 1999. Portfolio Manager
and Equity Analyst for State Street Global Advisors (1980-1999).

EDWARD E. SMILEY, JR. (55), Vice President of the Trust and Special Equities
Portfolio
Vice President of BMR and Eaton Vance since November 1, 1996. Senior Product
Manager, Equity Management for TradeStreet Investment Associates, Inc., a
wholly-owned subsidiary of NationsBank (1992-1996). Officer of various
investment companies managed by Eaton Vance or BMR.

MICHAEL B. TERRY (57), Vice President of the Trust and Investment Grade Income
Portfolio
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (55), Treasurer
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (59), Secretary
Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance and EVC.
Prior to joining Eaton Vance on November 1, 1996, he was a Partner of the
law firm of Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and
was Executive Vice President of Neuberger & Berman Management, Inc., a
mutual fund management company. Officer of various investment companies
managed by Eaton Vance or BMR.

JANET E. SANDERS (64), Assistant Treasurer and Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (37), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (42), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

The Nominating Committee of the Board of Trustees of the Trust and each
Portfolio is comprised of the Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("noninterested Trustees"). The
purpose of the Committee is to recommend to the Board nominees for the
position of noninterested Trustee and to assure that at least a majority of
the Board of Trustees is independent of Eaton Vance and its affiliates.

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

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

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

The fees and expenses of the noninterested Trustees of the Trust and of
the Portfolios are paid by the Funds (and the other series of the Trust) and
the Portfolios, respectively. (The Trustees of the Trust and the Portfolios
who are members of the Eaton Vance organization receive no compensation from
the Trust or the Portfolios). During the fiscal year ended December 31, 1999,
the noninterested Trustees of the Trust and the Portfolios earned the
following compensation in their capacities as Trustees from the Trust and the
Portfolios, and for the year ended December 31, 1999, earned the following
compensation in their capacities as Trustees of the funds in the Eaton Vance
fund complex(1):

JESSICA M. DONALD R. SAMUEL L. NORTON H. LYNN A. JACK L.
SOURCE OF COMPENSATION BIBLIOWICZ DWIGHT(3) HAYES, III REAMER STOUT(4) TREYNOR
- ---------------------- ---------- --------- ---------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
Trust(2) $ 3,099 $ 2,755 $ 3,053 $ 2,819 $ 3,052 $ 2,990
Balanced Portfolio 3,916 3,603 3,875 3,683 4,071 4,040
Growth & Income Portfolio 2,237 2,225 2,379 2,253 2,406 2,442
Special Equities Portfolio 1,245 1,426 1,490 1,394 1,443 1,486
Utilities Portfolio 4,417 4,011 4,322 4,112 4,563 4,519
Trust and Fund Complex 160,000 160,000(5) 170,000 160,000 160,000(6) 170,000
- ----------
(1) As of May 1, 2000, the Eaton Vance fund complex consists of 145 registered investment companies or series thereof.
(2) The Trust consisted of 9 Funds as of December 31, 1999.
(3) Includes deferred compensation as follows: Balanced -- $1,907; Growth & Income -- $1,185; Special Equities -- $760; Utilities
-- $2,122.
(4) Includes deferred compensation as follows: Balanced -- $555; Growth & Income -- $359; Special Equities -- $207; Utilities --
$621.
(5) Includes $60,000 of deferred compensation.
(6) Includes $16,000 of deferred compensation.
</TABLE>

ORGANIZATION. Each Fund is a series of the Trust, which is organized under
Massachusetts law as a business trust, and is operated as an open-end
management investment company. On May 1, 1998, Eaton Vance Investors Fund
changed its name to Eaton Vance Balanced Fund, Eaton Vance Stock Fund changed
its name to Eaton Vance Growth & Income Fund and Eaton Vance Total Return Fund
changed its name to Eaton Vance Utilities Fund. The Funds were reorganized as
Class A shares (formerly EV Traditional Investors Fund, EV Traditional Special
Equities Fund, EV Traditional Stock Fund and EV Traditional Total Return
Fund), Class B shares (formerly EV Marathon Investors Fund, EV Marathon
Special Equities Fund, EV Marathon Stock Fund and EV Marathon Total Return
Fund) and Class C shares (formerly EV Classic Investors Fund, EV Classic
Special Equities Fund, EV Classic Stock Fund and EV Classic Total Return Fund)
of Eaton Vance Special Investment Trust on January 1, 1998, so information
herein prior to such date is for the Funds when they were separate series of
the Trust (or a separate corporation) and before they became multiple-class
funds.

The Trust may issue an unlimited number of shares of beneficial interest
(no par value per share) in one or more series (such as the Funds). The
Trustees of the Trust have divided the shares of each Fund into multiple
classes. Each class represents an interest in a Fund, but is subject to
different expenses, rights and privileges. The Trustees have the authority
under the Declaration of Trust to create additional classes of shares with
differing rights and privileges. When issued and outstanding, shares are fully
paid and nonassessable by the Trust. Shareholders are entitled to one vote for
each full share held. Fractional shares may be voted proportionately. Shares
of a Fund will be voted together except that only shareholders of a particular
class may vote on matters affecting only that class. Shares have no preemptive
or conversion rights and are freely transferable. In the event of the
liquidation of a Fund, shareholders of each class are entitled to share pro
rata in the net assets attributable to that class available for distribution
to shareholders.

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

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

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

The Trust's Declaration of Trust may be amended by the Trustees when
authorized by vote of a majority of the outstanding voting securities of the
Trust, the financial interests of which are affected by the amendment. The
Trustees may also amend the Declaration of Trust without the vote or consent
of shareholders to change the name of the Trust or any series or to make such
other changes (such as reclassifying series of classes of shares or
restructuring the Trust) as do not have a materially adverse effect on the
financial interests of shareholders or if they deem it necessary to conform it
to applicable federal or state laws or regulations. The Trust or any series or
class thereof may be terminated by: (1) the affirmative vote of the holders of
not less than two-thirds of the shares outstanding and entitled to vote at any
meeting of shareholders of the Trust or the appropriate series or class
thereof, or by an instrument or instruments in writing without a meeting,
consented to by the holders of two-thirds of the shares of the Trust or a
series or class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a series or class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed by a majority of the Trustees, to be followed by a written notice to
shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or a series or a class thereof is not in the best
interest of the Trust, such series or class or of their respective
shareholders.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

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

Each Portfolio is organized as a trust under the laws of the state of New
York and intends to be treated as a partnership for federal tax purposes. In
accordance with the Declaration of Trust of each Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees of the
Portfolio holding office have been elected by investors. In such an event the
Trustees of the Portfolio then in office will call an investors' meeting for
the election of Trustees. Except for the foregoing circumstances and unless
removed by action of the investors in accordance with the Portfolio's
Declaration of Trust, the Trustees shall continue to hold office and may
appoint successor Trustees.

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

Each Portfolio's Declaration of Trust provides that a 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.

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

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

Prior to March 7, 2000, the Balanced Fund invested all of its assets in
one investment company, the Balanced Portfolio.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. BMR manages the investments and affairs of each
Portfolio subject to the supervision of the Portfolio's Board of Trustees. BMR
furnishes to the Portfolios investment research, advice and supervision,
furnishes an investment program and determines what securities will be
purchased, held or sold by the Portfolio and what portion, if any, of the
Portfolio's assets will be held uninvested. Each Investment Advisory Agreement
requires BMR to pay the salaries and fees of all officers and Trustees of the
Portfolio who are members of the BMR organization and all personnel of BMR
performing services relating to research and investment activities.

BMR has agreed to waive a portion of its management fee of the Utilities
Portfolio under the Investment Advisory Agreement as follows:

<TABLE>
<CAPTION>
ANNUALIZED FEE RATE CONTRACTUAL
AVERAGE DAILY NET ASSETS FOR THE MONTH WITH WAIVER ANNUALIZED FEE RATE
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Up to $500 million 0.6500% 0.7500%
$500 million but less than $1 billion 0.6250% 0.6875%
$1 billion but less than $1.5 billion 0.6000% 0.6250%
$1.5 billion but less than $2 billion 0.5500% 0.5625%
$2 billion but less than $3 billion 0.5000% 0.5000%
$3 billion and over 0.4375% 0.4375%
</TABLE>

As at December 31, 1999, the Utilities Portfolio had net assets of
$579,090,369. For the fiscal years ended December 31, 1999, 1998 and 1997, the
Utilities Portfolio paid BMR advisory fees of $3,236,300, $2,793,965 and
$2,839,559, respectively (equivalent to 0.65%, 0.65% and 0.66%, respectively,
of the Utilities Portfolio's average daily net assets for such period).

For a description of the compensation that the Capital Growth, Investment
Grade Income, Growth & Income and Special Equities Portfolios pay BMR under
each Investment Advisory Agreement, see the prospectus.

As of December 31, 1999, the Balanced Portfolio had net assets of
$323,351,207. For the fiscal years ended December 31, 1999, 1998 and 1997, the
Balanced Portfolio paid BMR advisory fees of $2,085,975, $2,132,133 and
$1,964,597, respectively (equivalent to 0.61% of the Balanced Portfolio's
average daily net assets for each such period).

As of December 31, 1999, the Special Equities Portfolio had net assets of
$107,823,382. For the fiscal years ended December 31, 1999, 1998 and 1997, the
Special Equities Portfolio paid BMR advisory fees of $511,023, $477,657 and
$488,529, respectively (equivalent to 0.625% of the Special Equities
Portfolio's average daily net assets for each such period).

As of December 31, 1999, the Growth & Income Portfolio had net assets of
$177,047,446. For the fiscal years ended December 31, 1999, 1998 and 1997, the
Growth & Income Portfolio paid BMR advisory fees of $1,121,768, $969,883 and
$856,583, respectively (equivalent to 0.625% of the Growth & Income
Portfolio's average daily net assets for each such period).

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

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

INFORMATION ABOUT BMR AND EATON VANCE. BMR and Eaton Vance are business trusts
organized under Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee
of BMR and Eaton Vance. BMR, Eaton Vance and EV are wholly-owned subsidiaries
of Eaton Vance Corporation ("EVC"), a Maryland corporation and publicly-held
holding company. EVC through its subsidiaries and affiliates engages primarily
in investment management, administration and marketing activities. The
Directors of EVC are James B. Hawkes, John G.L. Cabot, Leo I. Higdon, Jr.,
John M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. All of the issued
and outstanding shares of Eaton Vance are owned by EVC. All of the issued and
outstanding shares of BMR are owned by Eaton Vance. All shares of the
outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the
Voting Trustees of which are Mr. Hawkes, Jeffrey P. Beale, Alan R. Dynner,
Thomas E. Faust, Jr., Thomas J. Fetter, Scott H. Page, Duncan W. Richardson,
William M. Steul, Payson F. Swaffield, Michael W. Weilheimer, and Wharton P.
Whitaker (all of whom are officers of Eaton Vance). The Voting Trustees have
unrestricted voting rights for the election of Directors of EVC. All of the
outstanding voting trust receipts issued under said Voting Trust are owned by
certain of the officers of BMR and Eaton Vance who are also officers or
officers and Directors of EVC and EV. As indicated under "Management
Organization," all of the officers of the Trust (as well as Mr. Hawkes who is
also a Trustee), hold positions in the Eaton Vance organization.

EXPENSES. Each Fund and Portfolio is responsible for all expenses not
expressly stated to be payable by another party (such as the investment
adviser under the Investment Advisory Agreement, Eaton Vance under the
Administrative Services Agreement or the principal underwriter under the
Distribution Agreement). In the case of expenses incurred by the Trust, each
Fund is responsible for its pro rata share of those expenses. The only
expenses of a Fund allocated to a particular class are those incurred under
the Distribution or Service Plan applicable to that class and those resulting
from the fee paid to the principal underwriter for repurchase transactions.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance
Building, 255 State Street, Boston, MA 02109, is the Funds' principal
underwriter. The principal underwriter acts as principal in selling shares under
a Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares and other selling literature and of
advertising are borne by the principal underwriter. The fees and expenses of
qualifying and registering and maintaining qualifications and registrations of a
Fund and its shares under federal and state securities laws are borne by that
Fund. The Distribution Agreement as it applies to Class A shares is renewable
annually by the Board of Trustees of the Trust (including a majority of the
noninterested Trustees), may be terminated on six months' notice by either party
and is automatically terminated upon assignment. The Distribution Agreement as
it applies to Class B and Class C shares is renewable annually by the Trust's
Board of Trustees (including a majority of the noninterested Trustees who have
no direct or indirect financial interest in the operation of the Distribution
Plan or the Distribution Agreement), may be terminated on sixty days' notice
either by such Trustees or by vote of a majority of the outstanding shares of
the relevant class or on six months' notice by the principal underwriter and is
automatically terminated upon assignment. The principal underwriter distributes
shares on a "best efforts" basis under which it is required to take and pay for
only such shares as may be sold. The principal underwriter allows investment
dealers discounts from the applicable public offering price which are alike for
all investment dealers. See "Sales Charges." EVD is a wholly-owned subsidiary of
EVC. Mr. Hawkes is a Vice President and Director and Messrs. Dynner and O'Connor
are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street,
Boston, MA 02116, serves as custodian to the Funds and Portfolios. IBT has the
custody of all cash and securities representing a Fund's interest in a
Portfolio, has custody of each Portfolio's assets, maintains the general
ledger of each Portfolio and each Fund, and computes the daily net asset value
of interests in each Portfolio and the net asset value of shares of each Fund.
In such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolios' investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Trust and the Portfolios. IBT
also provides services in connection with the preparation of shareholder
reports and the electronic filing of such reports with the SEC. EVC and its
affiliates and their officers and employees from time to time have
transactions with various banks, including IBT. It is Eaton Vance's opinion
that the terms and conditions of such transactions were not and will not be
influenced by existing or potential custodial or other relationships between
the Fund or the Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 160 Federal Street,
Boston, Massachusetts 02110, are the independent accountants of the Funds and
the Portfolios, providing audit services, tax return preparation, and
assistance and consultation with respect to the preparation of filings with
the SEC.

TRANSFER AGENT. PFPC, Inc., P.O. Box 9653, Providence, RI 02904-9653, serves
as transfer and dividend disbursing agent for the Funds.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of each Portfolio is
computed by IBT (as agent and custodian for the Portfolio) by subtracting the
liabilities of the Portfolio from the value of its total assets. The Funds and
the Portfolios will be closed for business and will not price their respective
shares or interests on the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

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

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated
by the sales charge table set forth in the prospectus. The sales charge is
divided between the principal underwriter and the investment dealer. The
sales charge table is applicable to purchases of a Fund alone or in
combination with purchases of certain other funds offered by the principal
underwriter, made at a single time by (i) an individual, or an individual, his
spouse and their children under the age of twenty-one, purchasing shares for
his or their own account, and (ii) a trustee or other fiduciary purchasing
shares for a single trust estate or a single fiduciary account. The table is
also presently applicable to (1) purchases of Class A shares pursuant to a
written Statement of Intention; or (2) purchases of Class A shares pursuant to
the Right of Accumulation and declared as such at the time of purchase. See
"Sales Charges."

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

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as administrator, in exchange
for Fund shares. The minimum value of securities (or securities and cash)
accepted for deposit is $5,000. Securities accepted will be sold on the day of
their receipt or as soon thereafter as possible. The number of Fund shares to
be issued in exchange for securities will be the aggregate proceeds from the
sale of such securities, divided by the applicable public offering price of
Class A shares or net asset value of Class B and Class C shares on the day
such proceeds are received. Eaton Vance will use reasonable efforts to obtain
the then current market price for such securities but does not guarantee the
best available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities. Securities determined to be
acceptable should be transferred via book entry or physically delivered, in
proper form for transfer, through investment dealers, together with a
completed and signed Letter of Transmittal in approved form (available from
investment dealers). Investors who are contemplating an exchange of securities
for shares, or their representatives, must contact Eaton Vance to determine
whether the securities are acceptable before forwarding such securities. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
shares may create a taxable gain or loss. Each investor should consult his or
her tax adviser with respect to the particular federal, state and local tax
consequences of exchanging securities.

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

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

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

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

SALES CHARGES

DEALER COMMISSIONS. The principal underwriter may, from time to time, at its
own expense, provide additional incentives to investment dealers 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 investment dealers 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 investment dealers. The principal underwriter
may allow, upon notice to all investment dealers with whom it has agreements,
discounts up to the full sales charge during the periods specified in the
notice. During periods when the discount includes the full sales charge, such
investment dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.

SALES CHARGE WAIVERS. Class A shares may be sold at net asset value to current
and retired Directors and Trustees of Eaton Vance funds, including the
Portfolios; to clients and current and retired officers and employees of Eaton
Vance, its affiliates and other investment advisers of Eaton Vance sponsored
funds; to officers and employees of IBT and the transfer agent; to persons
associated with law firms, consulting firms and others providing services to
Eaton Vance and the Eaton Vance funds; and to such persons' spouses, parents,
siblings and children and their beneficial accounts. Class A shares may also
be issued at net asset value (1) in connection with the merger of an
investment company (or series or class thereof) with a Fund (or class
thereof), (2) to investors making an investment as part of a fixed fee program
whereby an entity unaffiliated with the investment adviser provides multiple
investment services, such as management, brokerage and custody, and (3) to
investment advisors, financial planners or other intermediaries who place
trades for their own accounts or the accounts of their clients and who charge
a management, consulting or other fee for their services; clients of such
investment advisors, financial planners or other intermediaries who place
trades for their own accounts if the accounts are linked to the master account
of such investment advisor, financial planner or other intermediary on the
books and records of the broker or agent; and retirement and deferred
compensation plans and trusts used to fund those plans, including, but not
limited to, those defined in Section 401(a), 403(b) or 457 of the Internal
Revenue Code of 1986, as amended (the "Code") and "rabbi trusts". Class A
shares may be sold at net asset value to any investment advisory, agency,
custodial or trust account managed or administered by Eaton Vance or by any
parent, subsidiary or other affiliate of Eaton Vance. Class A shares are
offered at net asset value to the foregoing persons and in the foregoing
situations because either (i) there is no sales effort involved in the sale of
shares or (ii) the investor is paying a fee (other than the sales charge) to
the investment dealer involved in the sale.

The CDSC applicable to Class B shares will be waived in connection with
minimum required distributions from tax-sheltered retirement plans by applying
the rate required to be withdrawn under the applicable rules and regulations
of the Internal Revenue Service to the balance of Class B shares in your
account. All CDSC waivers are prospective only.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares and shares of other funds exchangeable for Class A shares of another
Eaton Vance fund will be purchased within a 13-month period, the Statement of
Intention section of the account application should be completed so that
shares may be obtained at the same reduced sales charge as though the total
quantity were invested in one lump sum. Shares held under Right of
Accumulation (see below) as of the date of the Statement will be included
toward the completion of the Statement. If you make a Statement of Intention,
the transfer agent is authorized to hold in escrow sufficient shares (5% of
the dollar amount specified in the Statement) which can be redeemed to make up
any difference in sales charge on the amount intended to be invested and the
amount actually invested. A Statement of Intention does not obligate the
shareholder to purchase or the Fund to sell the full amount indicated in the
Statement.

If the amount actually purchased during the 13-month period is less than
that indicated on the Statement, the shareholder will be requested to pay the
difference between the sales charge applicable to the shares purchased and the
sales charge paid under the Statement of Intention. If the payment is not
received in 20 days, the appropriate number of escrowed shares will be
redeemed in order to realize such difference. If the total purchases during
the 13-month period are large enough to qualify for a lower sales charge than
that applicable to the amount specified in the Statement, all transactions
will be computed at the expiration date of the Statement to give effect to the
lower sales charge. Any difference will be refunded to the shareholder in cash
or applied to the purchase of additional shares, as specified by the
shareholder. This refund will be made by the investment dealer and the
principal underwriter. If at the time of the recomputation, the investment
dealer for the account has changed, the adjustment will be made only on those
shares purchased through the current investment dealer for the account.

RIGHT OF ACCUMULATION. The applicable sales charge level for the purchase of
Class A shares is calculated by taking the dollar amount of the current
purchase and adding it to the value (calculated at the maximum current
offering price) of the Class A shares the shareholder owns in his or her
account(s) in the Fund, and shares of other funds exchangeable for Class A
shares. The sales charge on the shares being purchased will then be at the
rate applicable to the aggregate. Shares purchased (i) by an individual, his
or her spouse and their children under the age of twenty-one, and (ii) by a
trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for the Right of Accumulation and if qualifying, the
applicable sales charge level. For any such discount to be made available, at
the time of purchase a purchaser or his or her investment dealer must provide
the principal underwriter (in the case of a purchase made through an
investment dealer) or the transfer agent (in the case of an investment made by
mail) with sufficient information to permit verification that the purchase
order qualifies for the accumulation privilege. Confirmation of the order is
subject to such verification. The Right of Accumulation privilege may be
amended or terminated at any time as to purchases occurring thereafter.

EXCHANGE PRIVILEGE. In addition to exchanges into the same class of another
Eaton Vance fund, Class B shares may be exchanged for shares of a money market
fund sponsored by an investment dealer and approved by the principal
underwriter (an "investment dealer fund"). For purposes of calculating the
CDSC applicable to investment dealer fund shares acquired in an exchange, the
CDSC schedule applicable to the exchanged shares will apply and the purchase
of investment dealer fund shares is deemed to have occurred at the time of the
original purchase of the exchanged shares, except that the time during which a
shareholder holds such investment dealer fund shares will not be credited
toward completion of the CDSC period.

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

DISTRIBUTION AND SERVICE PLANS. The Trust has in effect a Service Plan (the
"Class A Plan") for each Fund's Class A shares that is designed to meet the
service fee requirements of the sales charge rule of the National Association
of Securities Dealers, Inc. (the "NASD"). (Management believes service fee
payments are not distribution expenses governed by Rule 12b-1 under the 1940
Act, but has chosen to have the Plan approved as if that Rule were
applicable.) The Class A Plan provides that each Class A may make service fee
payments for personal services and/or the maintenance of shareholder accounts
to the principal underwriter, investment dealers and other persons in amounts
not exceeding .25% of its average daily net assets for any fiscal year. For
the service fees paid by Class A shares, see Appendix A.

The Trust also has in effect compensation-type Distribution Plans (the
"Class B and Class C Plans") pursuant to Rule 12b-1 under the 1940 Act for
each Fund's Class B and Class C shares. The Class B and Class C Plans are
designed to permit an investor to purchase shares through an investment dealer
without incurring an initial sales charge and at the same time permit the
principal underwriter to compensate investment dealers in connection
therewith. The Class B and Class C Plans provide that each Fund will pay sales
commissions and distribution fees to the principal underwriter only after and
as a result of the sale of shares. On each sale of shares (excluding
reinvestment of distributions), each Fund will pay the principal underwriter
amounts representing (i) sales commissions equal to 5% for Class B shares and
6.25% for Class C shares of the amount received by the Fund for each share
sold and (ii) distribution fees calculated by applying the rate of 1% over the
prime rate then reported in The Wall Street Journal to the outstanding balance
of uncovered distribution charges (as described below) of the principal
underwriter. To pay these amounts, each Class pays the principal underwriter a
fee, accrued daily and paid monthly, at an annual rate not exceeding .75% of
its average daily net assets to finance the distribution of its shares. Such
fees compensate the principal underwriter for sales commissions paid by it to
investment dealers on the sale of shares and for interest expenses. For sales
of Class B shares, the principal underwriter uses its own funds to pay sales
commissions (except on exchange transactions and reinvestments) to investment
dealers at the time of sale equal to 4% of the purchase price of the Class B
shares sold by such dealers. For Class C shares, the principal underwriter
currently expects to pay to an investment dealer (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 dealer, and (b) monthly sales
commissions approximately equivalent to 1/12 of .75% of the value of shares
sold by such dealer and remaining outstanding for at least one year. During
the first year after a purchase of Class C shares, the principal underwriter
will retain the sales commission as reimbursement for the sales commissions
paid to investment dealers at the time of sale. CDSCs paid to the principal
underwriter will be used to reduce amounts owed to it. The Class B and Class C
Plans provide that the Fund will make no payments to the principal underwriter
in respect of any day on which there are no outstanding uncovered distribution
charges of the principal underwriter. CDSCs and accrued amounts will be paid
by the Trust to the principal underwriter whenever there exist uncovered
distribution charges. Because payments to the principal underwriter under the
Class B and Class C Plans are limited, uncovered distribution charges (sales
commissions paid by the principal underwriter plus interest, less the above
fees and CDSCs received by it) may exist indefinitely. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
and Class C shares, see Appendix B and Appendix C, respectively.

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

The amount of uncovered distribution charges of the principal underwriter
at any particular time depends upon various changing factors, including the
level and timing of sales of shares, the nature of such sales (i.e., whether
they result from exchange transactions, reinvestments or from cash sales
through investment dealers), the level and timing of redemptions of shares
upon which a CDSC will be imposed, the level and timing of redemptions of
shares upon which no CDSC will be imposed (including redemptions of shares
pursuant to the exchange privilege which result in a reduction of uncovered
distribution charges), changes in the level of the net assets of the Class,
and changes in the interest rate used in the calculation of the distribution
fee under the Class B and Class C Plans.

The Class B and Class C Plans also authorize each Class to make payments
of service fees to the principal underwriter, investment dealers and other
persons in amounts not exceeding .25% of its average daily net assets for
personal services, and/or the maintenance of shareholder accounts. This fee is
paid quarterly in arrears based on the value of Class B shares sold by such
persons. For Class C, investment dealers currently receive (a) a service fee
(except on exchange transactions and reinvestments) at the time of sale equal
to .25% of the purchase price of the Class C shares sold by such dealer, and
(b) monthly service fees approximately equivalent to 1/12 of .25% of the
value of Class C shares sold by such dealer. During the first year after a
purchase of Class C shares, the principal underwriter will retain the service
fee as reimbursement for the service fee payment made to investment dealers at
the time of sale. For the service fees paid by Class B and Class C shares, see
Appendix B and Appendix C, respectively.

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

The Class A, Class B and Class C Plans continue in effect from year to
year so long as such continuance is approved at least annually by the vote of
both a majority of (i) the noninterested Trustees of the Trust who have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to the Plan (the "Plan Trustees") and (ii) all of the
Trustees then in office. Each Plan may be terminated at any time by vote of a
majority of the Plan Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Class. Each Plan requires quarterly
Trustee review of a written report of the amount expended under the Plan and
the purposes for which such expenditures were made. The Plans may not be
amended to increase materially the payments described therein without approval
of the shareholders of the affected Class and the Trustees. So long as a Plan
is in effect, the selection and nomination of the noninterested Trustees shall
be committed to the discretion of such Trustees. The Class A, Class B and
Class C Plans were initially approved by the Trustees, including the Plan
Trustees, on June 23, 1997. The Trustees of the Trust who are "interested"
persons of the Funds have an indirect financial interest in the Plans because
their employers (or affiliates thereof) receive distribution and/or service
fees under the Plans or agreements related thereto.

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

PERFORMANCE

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

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

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

Information used in advertisements and in materials provided to present
and prospective shareholders may include descriptions of Eaton Vance and other
Fund service providers, their investment styles, other investment products,
personnel and Fund distribution channels.

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

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

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

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

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

TAXES

Each series of the Trust is treated as a separate entity for federal
income tax purposes. Each Fund has elected to be treated, has qualified, and
intends to continue to qualify each year as a regulated investment company
("RIC") under the Code. Accordingly, each Fund intends to satisfy certain
requirements relating to sources of its income and diversification of its
assets and to distribute all of its net income and net short-term and long-
term capital gains in accordance with the timing requirements imposed by the
Code, so as to maintain its RIC status and to avoid paying any federal income
or excise tax. Each Fund so qualified for its taxable year ended December 31,
1999. Because each Fund invests its assets in a Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements in order for each Fund to also satisfy these requirements.

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

If a Fund does not qualify for taxation as a RIC for any taxable year,
such Fund's income will be subject to corporate income taxes, and all
distributions from earnings and profits, including distributions of net
capital gain (if any), will be taxable to shareholders as ordinary income. In
addition, in order to requalify for taxation as a RIC, such Fund may be
required to recognize unrealized gains, pay substantial taxes and interest,
and make certain distributions.

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

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

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

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

Sales charges paid upon a purchase of shares of a 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.

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

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

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

A Portfolio's investment in securities acquired at a market discount may,
or in zero coupon and certain other securities with original issue discount
generally will, cause it to realize income prior to the receipt of cash
payments with respect to these securities. Such income will be allocated daily
to interests in the Portfolio and, in order to enable the corresponding Fund
to distribute its proportionate share of this income and avoid a tax payable
by the Fund, the Portfolio may be required to liquidate portfolio securities
that it might otherwise have continued to hold in order to generate cash that
the Fund may withdraw from the Portfolio for subsequent distribution to Fund
shareholders.

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

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

PORTFOLIO SECURITY TRANSACTIONS

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

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

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

The Portfolio and BMR may also receive Research Services from underwriters
and dealers in fixed price offerings, which Research Services are reviewed and
evaluated by BMR in connection with its investment responsibilities. The
investment companies sponsored by BMR or Eaton Vance may allocate brokerage
commissions to acquire information relating to performance, fees and expenses
of such companies and other mutual funds, which information is used by the
Trustees of such companies to fulfill their responsibility to oversee the
quality of the services provided by various entities, including BMR. Such
companies may also pay cash for such information.

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

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

For the fiscal years ended December 31, 1999, 1998 and 1997, Balanced
Portfolio paid brokerage commisions of $193,153, $225,542 and $150,611,
respectively, with respect to portfolio transactions. Of these amounts,
approximately $155,340, $157,179 and $122,849, respectively, were paid in
respect of portfolio security transactions aggregating approximately
$98,465,604, $129,051,550 and $101,577,000, respectively, to firms which
provide some Research Services to the investment adviser's organization
(although many of such firms may have been selected in any particular
transaction primarily because of their execution capabilities).

For the fiscal years ended December 31, 1999, 1998 and 1997, Growth &
Income Portfolio paid brokerage commissions of $583,427, $355,926 and
$311,584, respectively, with respect to portfolio transactions. Of these
amounts, approximately $480,957, $240,996 and $262,030, respectively, were
paid in respect of portfolio security transactions aggregating $315,510,634,
$189,828,471 and $194,723,039, respectively, to firms which provide some
Research Services to the investment adviser's organization (although many of
such firms may have been selected in any particular transaction primarily
because of their execution capabilities).

For the fiscal years ended December 31, 1999, 1998 and 1997, Special
Equities Portfolio paid brokerage commissions of $74,825, $129,036 and
$200,452, respectively, with respect to portfolio transactions. Of these
amounts, approximately $58,976, $115,881 and $181,345, respectively, were paid
in respect of portfolio security transactions aggregating approximately
$29,182,561, $56,931,864 and $83,316,207, respectively, to firms which provide
some Research Services to the investment adviser's organization (although many
of such firms may have been selected in any particular transaction primarily
because of their execution capabilities).

For the fiscal years ended December 31, 1999, 1998 and 1997, Utilities
Portfolio paid brokerage commissions of $902,028, $707,649 and $1,341,755,
respectively, with respect to portfolio transactions. Of these amounts,
approximately $491,599, $572,321 and $1,122,289, respectively, were paid in
respect of portfolio security transactions aggregating approximately
$338,548,107, $398,037,287 and $765,570,460, respectively, to firms which
provide some Research Services to the investment adviser's organization
(although many of such firms may have been selected in any particular
transaction primarily because of their execution capabilities).

<PAGE>

FINANCIAL STATEMENTS

The audited financial statements of and the independent accountants'
reports, for the Funds and the Portfolios appear in the Funds' most recent
annual report to shareholders and are incorporated by reference into this SAI.
A copy of each Fund's annual report accompanies this SAI. Consistent with
applicable law, duplicate mailings of shareholder reports and certain other
Fund information to shareholders residing at the same address may be
eliminated.

Registrant incorporates by reference the audited financial information for
the fiscal year ended December 31, 1999 for the Funds and the Portfolios
listed below, all as previously filed electronically with the SEC.

Eaton Vance Balanced Fund
Balanced Portfolio
(Accession No. 0000912057-00-008630)

Eaton Vance Growth & Income Fund
Growth & Income Portfolio
(Accession No. 0000912057-00-009017)

Eaton Vance Special Equities Fund
Special Equities Portfolio
(Accession No. 0000912057-00-008883)

Eaton Vance Utilities Fund
Utilities Portfolio
(Accession No. 0000912057-00-009677)

<PAGE>

FINANCIAL STATEMENTS

CAPITAL GROWTH PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2000

ASSETS:
Cash ..................................................... $100,010
--------
Total assets ......................................... $100,010
--------
LIABILITIES:
Net assets ............................................... $100,010
--------

NOTE 1: ORGANIZATION
Capital Growth Portfolio (the "Portfolio") was organized as a New York Trust
on February 28, 2000 and has been inactive since that date, except for matters
relating to its organization and registration as an investment company under
the Investment Company Act of 1940 and the sale of interests therein at the
purchase price of $100,000 to Eaton Vance Management (EVM) and the sale of an
interest therein at the purchase price of $10 to Boston Management & Research
(BMR), a wholly-owned subsidiary of EVM (the "Initial Interests").
Organizational costs are being borne by EVM and are approximately $3,650.

At 4:00 PM, New York City time, on each business day of the Portfolio, the
value of an investor's interest in the Portfolio is equal to the product of
(1) the aggregate net asset value of the Portfolio multiplied by (ii) the
percentage representing that investor's share of the aggregate interest in the
Portfolio effective for that day.

NOTE 2: TRANSACTIONS WITH AFFILIATES
The Portfolio has entered into an investment advisory agreement with BMR under
which the fee is computed at the monthly rate of 5/96 of 1% (0.625% annually)
of the Portfolio's average daily net assets up to $170 million and 1/24 of 1%
(0.50% annually) of average daily net assets of $170 million and more.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Investors of Capital Growth Portfolio

In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of the
Capital Growth Portfolio (the "Portfolio") at February 28, 2000, in conformity
with accounting principles generally accepted in the United States. This
financial statement is the responsibility of the Portfolio's management; our
responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit of this financial statement in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2000

<PAGE>

FINANCIAL STATEMENTS

HIGH GRADE INCOME PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2000

ASSETS:
Cash ...................................................... $100,010
--------
Total assets .......................................... $100,010
--------
LIABILITIES:
Net assets ................................................ $100,010
--------

NOTE 1: ORGANIZATION
High Grade Income Portfolio (the "Portfolio") was organized as a New York
Trust on February 28, 2000 and has been inactive since that date, except for
matters relating to its organization and registration as an investment company
under the Investment Company Act of 1940 and the sale of interests therein at
the purchase price of $100,000 to Eaton Vance Management (EVM) and the sale of
an interest therein at the purchase price of $10 to Boston Management &
Research (BMR), a wholly-owned subsidiary of EVM (the "Initial Interests").
Organizational costs are being borne by EVM and are approximately $3,650.

NOTE 2: TRANSACTIONS WITH AFFILIATES
The Portfolio has entered into an investment advisory agreement with BMR under
which the fee is computed at the monthly rate of 5/96 of 1% (0.625% annually)
of the Portfolio's average daily net assets up to $130 million and 1/24 of 1%
(0.50% annually) of average daily net assets of $130 million and more.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Investors of High Grade Income Portfolio

In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of the High
Grade Income Portfolio (the "Portfolio") at February 28, 2000, in conformity
with accounting principles generally accepted in the United States. This
financial statement is the responsibility of the Portfolio's management; our
responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit of this financial statement in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2000

<PAGE>

APPENDIX A

CLASS A FEES, PERFORMANCE AND OWNERSHIP

SERVICE FEES

For the fiscal year ended December 31, 1999, Class A made service fee
payments under the Plans to the principal underwriter as follows: Balanced
Fund -- $350,845; Growth & Income Fund -- $231,190; Special Equities Fund --
$107,002; and Utilities Fund -- $973,897. Of these amounts, the following was
paid to investment dealers and the balance of which was retained by the
principal underwriter: Balanced Fund -- $190,020; Growth & Income Fund --
$158,955; Special Equities Fund -- $58,353; and Utilities Fund -- $913,139.

PRINCIPAL UNDERWRITER
The following table shows, for the fiscal years ended December 31, 1999,
1998 and 1997, (1) total sales charges paid in connection with sales of Class
A shares, and (2) sales charges paid to the principal underwriter (the balance
of which was paid to investment dealers).

SALES CHARGES PAID TO
FUND AND FISCAL YEAR ENDED TOTAL SALES CHARGES PRINCIPAL UNDERWRITER
- -------------------------- ------------------- ---------------------

Balanced Fund
December 31, 1999 $154,675 $20,504
December 31, 1998 179,034 25,178
December 31, 1997 117,510 17,650
Growth & Income Fund
December 31, 1999 $136,176 $19,876
December 31, 1998 72,706 10,109
December 31, 1997 40,247 5,522
Special Equities Fund
December 31, 1999 $ 28,999 $ 4,219
December 31, 1998 9,336 1,119
December 31, 1997 0 0
Utilities Fund
December 31, 1999 $145,581 $20,744
December 31, 1998 128,114 18,943
December 31, 1997 67,137 18,096

The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares of Balanced Fund and Utilities Fund at the rate of $2.50
for each repurchase transaction handled by the principal underwriter. For the
fiscal year ended December 31, 1999, Class A paid the principal underwriter
for repurchase transactions handled by it $2.50 for each such transaction
which aggregated as follows: Balanced Fund -- $2,372.50; and Utilities Fund --
$4,315.

PERFORMANCE INFORMATION

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

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

TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- -----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------------- -------------- --------------- --------------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years ended
12/31/99 12/31/89 $942.35 $2,766.32 193.56% 11.37% 176.63% 10.71%
5 Years Ended
12/31/99 12/31/94 $942.90 $1,944.09 106.18% 15.57% 94.41% 14.22%
1 Year Ended
12/31/99 12/31/98 $942.13 $ 955.83 1.45% 1.45% -4.42% -4.42%

<CAPTION>
VALUE OF A $1,000 INVESTMENT -- GROWTH & INCOME FUND

TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- -----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------------- -------------- --------------- --------------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended
12/31/99 12/31/89 $942.34 $3,236.34 243.43% 13.13% 223.63% 12.46%
5 Years Ended
12/31/99 12/31/94 $942.90 $2,481.37 163.17% 21.35% 148.14% 19.93%
1 Year Ended
12/31/99 12/31/98 $942.46 $ 974.52 3.40% 3.40% -2.55% -2.55%

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

TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- -----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------------- -------------- --------------- --------------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended
12/31/99 12/31/89 $942.07 $4,096.98 334.90% 15.83% 309.70% 15.15%
5 Years Ended
12/31/99 12/31/94 $942.46 $2,706.41 187.17% 23.49% 170.64% 22.03%
1 Year Ended
12/31/99 12/31/98 $942.21 $1,340.71 42.30% 42.30% 34.07% 34.07%

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

TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- -----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------------- -------------- --------------- --------------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Years Ended
12/31/99 12/31/89 $942.18 $3,298.46 250.10% 13.35% 229.85% 12.68%
5 Years Ended
12/31/99 12/31/94 $941.98 $2,602.03 176.23% 22.53% 160.20% 21.08%
1 Year Ended
12/31/99 12/31/98 $942.44 $1,326.54 40.75% 40.75% 32.65% 32.65%
</TABLE>

<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class A
and of each Fund. As of March 31, 2000, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL 32246 was the record owner of 19.7% of the Class A
shares of Utilities Fund, which are held on behalf of its customers who are
the beneficial owners of such shares, and as to which it had voting power
under certain limited circumstances. As of the same date, the Eaton Vance
Management Master Trust for Retirement Plans was the record owner of 5.6% of
the Class A shares of Special Equities Fund, which are held on behalf of its
customers who are the beneficial owners of such shares and as to which it had
voting power under certain limited circumstances. To the knowledge of the
Trust, no other person owned of record or beneficially 5% or more of any
Fund's outstanding Class A shares on such date.

<PAGE>

APPENDIX B

CLASS B FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
For the fiscal year ended December 31, 1999, the following table shows (1)
sales commissions paid by the principal underwriter to investment dealers on
sales of Class B shares, (2) distribution fees to the principal underwriter
under the Distribution Plan, (3) CDSC payments to the principal underwriter,
(4) uncovered distribution charges under the Plan (dollar amount and as a
percentage of net assets attributable to Class B), (5) service fees paid under
the Distribution Plan, and (6) the service fees paid to investment dealers.
The service fees paid by the Funds that were not paid to investment dealers
were retained by the principal underwriter. Distribution payments and CDSC
payments reduce uncovered distribution charges under the Plan.

DISTRIBUTION CDSCS UNCOVERED SERVICE
FEES PAID TO PAID TO DISTRIBUTION CHARGES FEES TO
SALES THE PRINCIPAL THE PRINCIPAL (AS A % OF SERVICE INVESTMENT
CLASS B COMMISSIONS UNDERWRITER UNDERWRITER CLASS NET ASSETS) FEES DEALERS
- ------- ----------- ----------- ----------- ----------------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Balanced ........... $425,263 $539,525 $191,000 $1,613,000(2.4%) $136,609 $135,926
Growth & Income .... $205,962 $233,207 $ 73,000 $ 767,000(2.4%) $ 59,550 $ 58,561
Special Equities ... $ 18,398 $ 30,049 $ 20,000 $ 88,000(1.4%) $ 7,122 $ 7,069
Utilities .......... $153,688 $383,010 $ 46,000 $ 338,000(0.5%) $106,388 $104,643
</TABLE>

PRINCIPAL UNDERWRITER

The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended December 31,
1999, Class B paid the principal underwriter for repurchase transactions
handled by it $2.50 for each such transaction which aggregated as follows:
Balanced Fund -- $4,405; Growth & Income Fund -- $2,120; Special Equities Fund
- -- $247.50; and Utilities Fund -- $1,520.

PERFORMANCE INFORMATION

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

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $2,767.72 $2,767.72 176.77% 10.72% 176.77% 10.72%
5 Years
Ended
12/31/99 12/31/94 $1,000 $1,967.14 $1,947.14 96.71% 14.49% 94.71% 14.26%
1 Year
Ended
12/31/99 12/31/98 $1,000 $1,007.37 $ 958.36 0.74% 0.74% -4.16% -4.16%

- ------------------
* Predecessor Fund commenced operations on November 2, 1993.

<CAPTION>
VALUE OF A $1,000 INVESTMENT -- GROWTH & INCOME FUND

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,207.80 $3,207.80 220.78% 12.36% 220.78% 12.36%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,476.51 $2,456.51 147.65% 19.89% 145.65% 19.69%
1 Year
Ended
12/31/99** 12/31/98 $1,000 $1,025.79 $ 980.38 2.58% 2.58% -1.96% -1.96%

- ------------------
* Predecessor Fund commenced operations on August 17, 1994.

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,889.74 $3,889.74 288.97% 14.55% 288.97% 14.55%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,621.93 $2,601.93 162.19% 21.26% 160.19% 21.08%
1 Year
Ended
12/31/99** 12/31/98 $1,000 $1,413.64 $1,363.64 41.36% 41.36% 36.36% 36.36%

- ------------------
* Predecessor Fund commenced operations on August 22, 1994.

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,520.68 $3,520.68 253.00% 13.41% 253.00% 13.41%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,648.91 $2,628.91 164.89% 21.51% 162.89% 21.33%
1 Year
Ended
12/31/99 12/31/98 $1,000 $1,397.10 $1,347.10 39.71% 39.71% 34.71% 34.71%

- ------------------
* Predecessor Fund commenced operations on November 1, 1993.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class B
and of each Fund. In addition, as of the same date, the following recordowners
held the amounts of Class B shares indicated below, which were held either
individually or on behalf of its customers who are the beneficial owners of
such shares, and as to which it had voting power under certain limited
circumstances:

<TABLE>
<S> <C> <C> <C>
BALANCED FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 12.5%
BISYS Brokerage Services Inc. Concord, CA 11.5%

GROWTH & INCOME Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 12.1%
FUND --

SPECIAL EQUITIES FUND Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 20.4%
Prudential Securities Inc. FBO Ruth G. Battel Mahwah, NJ 5.7%

UTILITIES FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 18.0%

</TABLE>

To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of any Fund's outstanding Class B shares on such date.
<PAGE>

APPENDIX C

CLASS C FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
For the fiscal year ended December 31, 1999, the following table shows (1)
sales commissions paid by the principal underwriter to investment dealers on
sales of Class C shares, (2) distribution fees to the principal underwriter
under the Distribution Plan, (3) CDSC payments to the principal underwriter,
(4) uncovered distribution charges under the Plan (dollar amount and as a
percentage of net assets attributable to Class C), (5) service fees paid under
the Distribution Plan, and (6) the service fees paid to investment dealers.
The service fees paid by the Funds that were not paid to investment dealers
were retained by the principal underwriter. Distribution payments and CDSC
payments reduce uncovered distribution charges under the Plan.

DISTRIBUTION CDSCS UNCOVERED SERVICE
FEES PAID TO PAID TO DISTRIBUTION CHARGES FEES TO
SALES THE PRINCIPAL THE PRINCIPAL (AS A % OF SERVICE INVESTMENT
CLASS C COMMISSIONS UNDERWRITER UNDERWRITER CLASS NET ASSETS) FEES DEALERS
- ------- ----------- ----------- ----------- ----------------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Balanced ........... $55,570 $85,000 $384,000 $1,083,000(10.2%) $28,262 $14,196
Growth & Income .... $15,048 $33,628 $ 4,000 $ 585,000(11.2%) $11,116 $ 4,227
Special Equities ... $ 3,730 $ 6,888 $ 300 $ 317,000(26.0%) $ 2,166 $ 977
Utilities .......... $33,277 $33,550 $ 1,000 $ 935,000(14.7%) $11,094 $ 8,501
</TABLE>

PRINCIPAL UNDERWRITER

The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended December 31,
1999, Class C paid the principal underwriter for repurchase transactions
handled by it $2.50 for each such transaction which aggregated as follows:
Balanced Fund -- $555; Growth & Income Fund -- $160; Special Equities Fund --
$7.50; and Utilities Fund -- $135.

PERFORMANCE INFORMATION

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

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $2,691.80 $2,691.80 169.18% 10.41% 169.18% 10.41%
5 Years
Ended
12/31/99 12/31/94 $1,000 $1,913.73 $1,913.73 91.37% 13.86% 91.37% 13.86%
1 Year
Ended
12/31/99 12/31/98 $1,000 $1,005.81 $ 996.01 0.58% 0.58% -0.40% -0.40%

- ------------------
* Predecessor Fund commenced operations on November 2, 1993.

<CAPTION>
VALUE OF A $1,000 INVESTMENT -- GROWTH & INCOME FUND

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,144.25 $3,144.25 214.42% 12.14% 214.42% 12.14%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,406.05 $2,406.05 140.60% 19.20% 140.60% 19.20%
1 Year
Ended
12/31/99** 12/31/98 $1,000 $1,024.73 $1,015.88 2.47% 2.47% 1.59% 1.59%

- ------------------
* Predecessor Fund commenced operations on November 4, 1994.

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,930.78 $3,930.78 293.08% 14.67% 293.08% 14.67%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,589.97 $2,589.97 159.00% 20.96% 159.00% 20.96%
1 Year
Ended
12/31/99 12/31/98 $1,000 $1,408.99 $1,398.99 40.90% 40.90% 39.90% 39.90%

- ------------------
* Predecessor Fund commenced operations on November 17, 1994.

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

VALUE OF VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
INVESTMENT INVESTMENT DEDUCTING DEDUCTING
BEFORE DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT* INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- -------------------------
PERIOD DATE INVESTMENT CDSC ON 12/31/99 CDSC ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ----------- ----------- ---------------- ---------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10 Years
Ended
12/31/99 12/31/89 $1,000 $3,449.85 $3,449.85 244.98% 13.18% 244.98% 13.18%
5 Years
Ended
12/31/99 12/31/94 $1,000 $2,582.37 $2,582.37 158.24% 20.89% 158.24% 20.89%
1 Year
Ended
12/31/99 12/31/98 $1,000 $1,396.69 $1,386.69 39.67% 39.67% 38.67% 38.67%

- ------------------
* Predecessor Fund commenced operations on November 1, 1993.
</TABLE>
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class C
and of each Fund. In addition, as of the same date, the following
recordowners held the amounts of Class C shares indicated below, which were
held either individually or on behalf of its customers who are the beneficial
owners of such shares, and as to which it had voting power under certain
limited circumstances:

<TABLE>
<S> <C> <C> <C>
BALANCED FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 9.4%
GROWTH & INCOME FUND -- Merrill Lynch, Pierce, Fenner & Smith Inc. Jacksonville, FL 25.1%
SPECIAL EQUITIES FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 20.3%
Helen & Jeffrey Farver TTEE Joseph Panama City, FL 9.8%
Bellamy Farver Rev. Lvg. Trust
Prudential Securities Inc. Edmond, OK 7.4%
FBO Dr. James Walnaver
UTILITIES FUND -- Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 21.8%
</TABLE>

Beneficial owners of 25% or more of Class C shares are presumed to be in
control of such class for purposes of voting on certain matters submitted to
shareholders.

To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of any Fund's outstanding Class C shares on such date.

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 2000

EATON VANCE EMERGING MARKETS FUND

EATON VANCE
INSTITUTIONAL EMERGING MARKETS FUND
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about Eaton Vance Emerging Markets Fund (the "Emerging Markets
Fund"), Eaton Vance Institutional Emerging Markets Fund (the "Institutional
Emerging Markets Fund") (each a "Fund") and the Portfolio. Each Fund is a
series of Eaton Vance Special Investment Trust. Capitalized terms used in this
SAI and not otherwise defined have the meanings given to them in the
prospectus. This SAI contains additional information about:

Page
Strategies and Risks ................................................ 2
Investment Restrictions ............................................. 6
Management and Organization ......................................... 8
Investment Advisory and Administrative Services ..................... 12
Other Service Providers ............................................. 14
Purchasing and Redeeming Shares ..................................... 15
Sales Charges ....................................................... 17
Performance ......................................................... 21
Taxes ............................................................... 22
Portfolio Security Transactions ..................................... 23
Financial Statements ................................................ 25

Appendices:
A: Emerging Markets Fund Class A Fees, Performance and Ownership .. a-1
B: Emerging Markets Fund Class B Fees, Performance and Ownership .. b-1
C: Institutional Emerging Markets Fund Performance and Ownership .. c-1

THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE RELEVANT FUND'S
PROSPECTUS DATED MAY 1, 2000, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS
INCORPORATED HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH
THE PROSPECTUS, WHICH MAY BE OBTAINED BY CALLING 1-800-225-6265.

<PAGE>

STRATEGIES AND RISKS

EMERGING MARKETS PORTFOLIO. Under normal market conditions, the Portfolio will
invest at least 65% of its total assets in equity securities of companies in
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. and 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.

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

The Portfolio may also invest in American Depositary Receipts (ADRs),
European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs).
ADRs, EDRs and GDRs are certificates evidencing ownership of shares of a
foreign issuer and are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However, they
continue to be subject to many of the risks associated with investing directly
in foreign securities. These risks include foreign exchange risk as well as
the political and economic risks of the underlying issuer's country. ADRs,
EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are
established without the participation of the issuer. Unsponsored receipts may
involve higher expenses, they may not pass-through voting and other
shareholder rights, and they may be less liquid.

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.

The Portfolio will invest in Emerging Market Countries, in which
political and economic structures may be undergoing significant evolution and
rapid development. Such countries may lack the social, political and economic
stability characteristics of the United States. Certain of such countries may
have in the past failed to recognize private property rights and have at
times nationalized or expropriated the assets of private companies. The laws
of Emerging Market Countries relating to limited liability of corporate
shareholders, fiduciary duties of officers and directors, and the bankruptcy
of state enterprises may be less well developed than or different from such
laws in the United States. It may be more difficult to obtain a judgment in a
court of an Emerging Market Country than it is in the United States. In
addition, unanticipated political or social developments may affect the
values of the Portfolio's investments in those countries and the availability
to the Portfolio of additional investments in those countries.

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

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 investment 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.

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

FOREIGN CURRENCY TRANSACTIONS. The value of the assets of the Portfolio as
measured in U.S. dollars may be affected favorably or unfavorably by changes
in foreign currency exchange rates and exchange control regulations. Currency
exchange rates can also be affected unpredictably by intervention by U.S. or
foreign governments or central banks, or the failure to intervene, or by
currency controls or political developments in the U.S. or abroad. The
Portfolio may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into swaps, forward contracts, options or
futures on currency.

When the Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when the Portfolio anticipates
the receipt in a foreign currency of dividend or interest payments on such a
security which it holds, the Portfolio may desire to "lock in" the U.S. dollar
price of the security or the U.S. dollar equivalent of such dividend or
interest payment, as the case may be. Additionally, when the investment
adviser believes that the currency of a particular foreign country may suffer
a substantial decline against the U.S. dollar, it may enter into a forward
contract to sell, for a fixed amount of dollars, the amount of foreign
currency approximating the value of some or all of the securities held by the
Portfolio denominated in such foreign currency. The Portfolio may engage in
cross-hedging by using forward contracts in one currency (or basket of
currencies) to hedge against fluctuations in the value of securities
denominated in a different currency if the investment adviser determines that
there is an established historical pattern or correlation between the two
currencies (or the basket of currencies and the underlying currency).

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

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

CURRENCY SWAPS. Currency swaps involve the exchange of their respective rights
to make or receive payments in specified currencies. Currency swaps usually
involve the delivery of the entire payment stream in one designated currency
in exchange for the entire payment stream in 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 net amount of the excess, if any, of the Portfolio's
obligations over its entitlements will be maintained in a segregated account
by the Portfolio's custodian. The Portfolio will not enter into any currency
swap unless the credit quality of the unsecured senior debt or the claims-
paying ability of the other party thereto is considered to be investment grade
by the investment adviser. If there is a default by the other party to such a
transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction.

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

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

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS. Entering into a derivative
instrument involves a risk that the applicable market will move against the
Portfolio's position and that the Portfolio will incur a loss. For derivative
instruments other than purchased options, this loss may exceed the amount of
the initial investment made or the premium received by the Portfolio.
Derivative instruments may sometimes increase or leverage the Portfolio's
exposure to a particular market risk. Leverage enhances the Portfolio's
exposure to the price volatility of derivative instruments it holds. The
Portfolio's success in using derivative instruments to hedge portfolio assets
depends on the degree of price correlation between the derivative instruments
and the hedged asset. Imperfect correlation may be caused by several factors,
including temporary price disparities among the trading markets for the
derivative instrument, the assets underlying the derivative instrument and the
Portfolio assets. Over-the-counter ("OTC") derivative instruments involve an
enhanced risk that the issuer or counterparty will fail to perform its
contractual obligations. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In
addition, during periods of market volatility, a commodity exchange may
suspend or limit trading in an exchange-traded derivative instrument, which
may make the contract temporarily illiquid and difficult to price. Commodity
exchanges may also establish daily limits on the amount that the price of a
futures contract or futures option can vary from the previous day's settlement
price. Once the daily limit is reached, no trades may be made that day at a
price beyond the limit. This may prevent the Portfolio from closing out
positions and limiting its losses. The staff of the Securities and Exchange
Commission ("SEC") takes the position that certain OTC options, and assets
used as cover for written OTC options, are subject to the Portfolio's 15%
limit on illiquid investments. The Portfolio's ability to terminate OTC
derivative instruments may depend on the cooperation of the counterparties to
such contracts. For thinly traded derivative instruments, the only source of
price quotations may be the selling dealer or counterparty. In addition,
certain provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), limit the extent to which the Portfolio may purchase and sell
derivative instruments. The Portfolio will engage in transactions in futures
contracts and related options only to the extent such transactions are
consistent with the requirements of the Code for maintaining the qualification
of the Fund as a regulated investment company for federal income tax purposes.

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

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

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

UNLISTED SECURITIES. The Portfolio may invest 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 foreign taxation
than taxes payable on the sale of listed securities.

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

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 200% (excluding turnover of securities having a maturity
of one year or less). While it is not the policy of the Portfolio to purchase
securities with a view to short-term profits, the Portfolio will dispose of
securities without regard to the time they have been held if such action seems
advisable. A high turnover rate (100% or more) necessarily involves greater
expenses to the Portfolio. Short-term trading may be advisable in light of a
change in circumstances of a particular company or within a particular
industry, or in light of general market, economic or political conditions.
High portfolio turnover may also result in the realization of substantial net
short-term capital gains.

TEMPORARY INVESTMENTS. Under unusual market conditions, the Portfolio may
invest temporarily in cash or cash equivalents. Cash equivalents are highly
liquid, short-term securities such as commercial paper, certificates of
deposit, short-term notes and short-term U.S. Government obligations.

INVESTMENT RESTRICTIONS

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

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

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

(3) Underwrite securities of other issuers;

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

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

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

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

For purposes of Restriction (7) above, less than 25% of total assets will
be concentrated in any one industry. For purposes of determining industry
classifications, the investment adviser considers an issuer to be in a
particular industry if a third party has designated the issuer to be in that
industry, unless the investment adviser is aware of circumstances that make
the third party's classification inappropriate. In such a case, the investment
adviser will assign an industry classification to the issuer.

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

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

For as long as a feeder fund of the Portfolio has registered shares in
Hong Kong (and for so long as Hong Kong requires the following restrictions),
the Portfolio may not:

(i) invest more than 10% of its net assets in the securities of any
one issuer or, purchase more than 10% of the ordinary shares of any one
issuer, provided, however, up to 30% of the Portfolio's net asset value
may be invested in Government and public securities of the same issue; and
the Portfolio may invest all of its assets in Government and other public
securities in at least six different issues;

(ii) invest more than 15% of net assets in securities which are not
listed or quoted on any stock exchange, over-the-counter market or other
organized securities market that is open to the international public and
on which such securities are regularly traded (a "Market");

(iii) invest more than 15% of net assets in warrants and options for
non-hedging purposes;

(iv) write call options on Portfolio investments exceeding 25% of its
total net asset value in terms of exercise price;

(v) enter into futures contracts on an unhedged basis where the net
total aggregate value of contract prices, whether payable by or to the
Portfolio under all outstanding futures contracts, together with the
aggregate value of holdings under paragraph (vi) below exceeds 20% of the
net asset value of the Portfolio;

(vi) invest in physical commodities (including gold, silver, platinum
or other bullion) and commodity based investments (other than shares in
companies engaged in producing, processing or trading in commodities)
which value together with the net aggregate value of the holdings
described in paragraph (v) above, exceeds 20% of the Portfolio's net asset
value;

(vii) purchase shares of other investment companies exceeding 10% of
net assets. In addition, the investment objective of any scheme in which
the Portfolio invests must not be to invest in investments prohibited by
this undertaking and where the scheme's investment objective is to invest
primarily in investments which are restricted by this undertaking, such
holdings must not be in contravention of the relevant limitation;

(viii) borrow more than 25% of its net assets (provided that for the
purposes of this paragraph, back to back loans are not to be categorized
as borrowings);

(ix) write uncovered options;

(x) invest in real estate (including options, rights or interests
therein but excluding shares in real estate companies);

(xi) assume, guarantee, endorse or otherwise become directly or
contingently liable for, or in connection with, any obligation or
indebtedness of any person in respect of borrowed money without the prior
written consent of the custodian of the Portfolio;

(xii) engage in short sales involving a liability to deliver
securities exceeding 10% of its net assets provided that any security
which the Portfolio does sell short must be actively traded on a market;

(xiii) subject to paragraph (v) above, purchase an investment with
unlimited liability; or

(xiv) purchase any nil or partly-paid securities unless any call
thereon could be met in full out of cash or near cash held by it in the
amount of which has not already been taken into account for the purposes
of (ix) above.

The Funds and the Portfolio have adopted the following investment policies
which may be changed without shareholder or investor approval. Each Fund and
the Portfolio will not:

(a) invest more than 15% of its net assets in investments which are not
readily marketable, including restricted securities and repurchase
agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include
securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 and commercial paper issued pursuant to Section
4(2) of said Act that the Board of Trustees of the Trust or the
Portfolio, or its delegate, determines to be liquid. Any such
determination by a delegate will be made pursuant to procedures
adopted by the Board. If the Fund or Portfolio invests in Rule 144A
securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such
securities; or

(b) purchase any securities if at the time of such purchase, permitted
borrowings under investment restriction (1) above exceed 5% of the
value of the Portfolio's or the Fund's total assets, as the case may
be.

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

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers
of the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. The business address of the investment adviser is 3808
One Exchange Square, Central, Hong Kong. Those Trustees who are "interested
persons" of the Trust or the Portfolio, as defined in the 1940 Act, are
indicated by an asterisk(*).

JAMES B. HAWKES (58), President of the Trust, Vice President of the Portfolio
and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR and their
corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee
and officer of various investment companies managed by Eaton Vance or BMR.
Director of Lloyd George Management (B.V.I.) Limited ("LGM").

HON. ROBERT LLOYD GEORGE (47), President and Trustee of the Portfolio*
Chairman and Chief Executive Officer of LGM. Chairman and Chief Executive
Officer of the investment adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

JESSICA M. BIBLIOWICZ (40), Trustee of the Trust*
President and Chief Executive Officer of National Financial Partners (a
financial services company) (since April, 1999). President and Chief
Operating Officer of John A. Levin & Co. (a registered investment advisor)
(July, 1997 to April, 1999) and a Director of Baker, Fentress & Company
which owns John A. Levin & Co. (July, 1997 to April, 1999). Formerly
Executive Vice President of Smith Barney Mutual Funds (from July, 1994 to
June, 1997). Elected Trustee October 30, 1998. Trustee of various investment
companies managed by Eaton Vance or BMR since October 30, 1998.
Address: 1301 Avenue of the Americas, 30th floor, New York, NY 10019

EDWARD K.Y. CHEN (55), Trustee of the Portfolio
President of Lingnan College in Hong Kong. Professor and Director of Centre of
Asian Studies at the University of Hong Kong from 1979-1995. Director of
First Pacific Company, Asia Satellite Telecommunications Holdings Ltd. and a
Board Member of the Mass Transit Railway Corporation. Member of the
Executive Council of the Hong Kong Government from 1992-1997 and Chairman of
the Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong

LYNN A. STOUT (42), Trustee of the Trust
Professor of Law, Georgetown University Law Center, Elected Trustee October
30, 1998. Trustee of various investment companies managed by Eaton Vance or
BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

JACK L. TREYNOR (70), Trustee of the Trust
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

SCOBIE DICKINSON WARD (34), Vice President, Assistant Secretary and Assistant
Treasurer of the Portfolio
Director of LGM and Chief Investment Officer of the investment adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (49), Vice President and Assistant Treasurer of
the Portfolio
Director, Finance Director and Chief Operating Officer of the investment
adviser. Director of LGM.
Address: 3808 One Exchange Square, Central, Hong Kong

EDWARD E. SMILEY, JR. (55), Vice President of the Trust
Vice President of Eaton Vance and BMR since November, 1996. Previously he was
a Senior Vice President at Nationsbank (1992-1996).

MICHAEL B. TERRY (57), Vice President of the Trust
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (55), Vice President of the Portfolio and Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (59), Secretary
Vice President, Secretary and Chief Legal Officer of Eaton Vance, BMR and EVC.
Prior to joining Eaton Vance on November 1, 1996, he was a Partner of the
law firm of Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and
was Executive Vice President of Neuberger & Berman Management, Inc., a
mutual fund management company. Officer of various investment companies
managed by Eaton Vance or BMR.

JANET E. SANDERS (64), Assistant Treasurer of the Trust and Assistant
Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (37), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (42), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio is comprised of the Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("noninterested Trustees"). The
purpose of the Committee is to recommend to the Board nominees for the
position of noninterested Trustee and to assure that at least a majority of
the Board of Trustees is independent of Eaton Vance, the investment adviser or
its affiliates.

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

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

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

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Funds (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) During the fiscal year ended December 31, 1999, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees from the Trust, the Portfolio and
the funds in the Eaton Vance fund complex(1):

<TABLE>
<CAPTION>
JESSICA M. EDWARD DONALD R. SAMUEL L. NORTON H. LYNN A. JACK L.
SOURCE OF COMPENSATION BIBLIOWICZ K.Y. CHEN DWIGHT HAYES, III REAMER STOUT TREYNOR
- ---------------------- ---------- --------- ------ ---------- ------ ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Trust(2) ............................. $ 3,099 $ -- $ 2,755 $ 3,053 $ 2,819 $ 3,052 $ 2,990
Portfolio ............................ -- 5,000 113 37 36 -- --
Trust and Fund Complex ............... 160,000 22,063 160,000(3) 170,000 160,000 160,000(4) 170,000
- ------------
(1) As of May 1, 2000, the Eaton Vance fund complex consists of 145 registered investment companies or series thereof.
(2) The Trust consisted of 9 Funds as of December 31, 1999.
(3) Includes $60,000 of deferred compensation.
(4) Includes $16,000 of deferred compensation.
</TABLE>

ORGANIZATION. Each Fund is a series of the Trust, which is organized under
Massachusetts law and is operated as an open-end management investment
company. The Emerging Markets Fund (formerly EV Marathon Emerging Markets
Fund) established two classes of shares on January 1, 1998--Class A shares
(formerly EV Traditional Emerging Markets Fund) and Class B shares of the
Fund. Information herein prior to such date is for the Emerging Markets Fund
before it became a multiple-class fund.

The Trust may issue an unlimited number of shares of beneficial interest
(no par value per share) in one or more series (such as the Funds). The
Trustees have the authority under the Declaration of Trust to create
additional classes of shares with differing rights and privileges. When issued
and outstanding, shares are fully paid and nonassessable by the Trust.
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted proportionately. Shares of a Fund will be voted together
except that only shareholders of a particular class may vote on matters
affecting only that class. Shares have no preemptive or conversion rights and
are freely transferable. In the event of the liquidation of a Fund,
shareholders of each class are entitled to share pro rata in the net assets
attributable to that class available for distribution to shareholders.

The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of each 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 growth in the assets of the Portfolio,
may afford the potential for economies of scale for each Fund and may over
time result in lower expenses for a Fund.

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

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

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

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

The Portfolio is organized as a trust under the laws of the state of New
York and intends to be treated as a partnership for federal tax purposes. In
accordance with the Declaration of Trust of the Portfolio, there will normally
be no meetings of the investors for the purpose of electing Trustees unless
and until such time as less than a majority of the Trustees holding office
have been elected by investors. In such an event the Trustees of the Portfolio
then in office will call an investors' meeting for the election of Trustees.
Except for the foregoing circumstances and unless removed by action of the
investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.

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

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

Whenever a Fund as an investor in a Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. 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.

Each 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 a 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. A Fund's
investment performance may be affected by a withdrawal of all its assets (or
the assets of another investor in the Portfolio) from the Portfolio.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. The Portfolio has engaged Lloyd George
Investment Management (Bermuda) Limited as its investment adviser. The
investment adviser acting under the general supervision of the Portfolio's
Board of Trustees, is responsible for managing the Portfolio's investments.
The investment adviser is also responsible for effecting all security
transactions on behalf of the Portfolio, including the allocation of principal
transactions and portfolio brokerage and the negotiation of commissions.
Under the investment advisory agreement, the investment adviser is entitled to
receive a monthly advisory fee computed by applying the annual asset rate
applicable to that portion of the average daily net assets of the Portfolio
throughout the month in each Category as indicated below:

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

As of December 31, 1999, the Portfolio had net assets of $14,472,239. For
the fiscal year ended December 31, 1999, absent a fee reduction, the
investment adviser would have earned advisory fees of $71,563 (equivalent to
0.75% of the Portfolio's average daily net assets for such year). To enhance
the net income of the Portfolio, the investment adviser made a reduction of
its advisory fee in the amount of $71,563. In addition, to reduce the net
investment loss of the Emerging Markets Fund, the investment adviser was
allocated $21,490 of the Emerging Markets Fund's operating expenses. To reduce
the net investment loss of the Institutional Emerging Markets Fund, the
investment adviser was allocated $21,870 of the Institutional Emerging Markets
Fund's operating expenses. For the fiscal years ended December 31, 1998 and
1997, absent a fee reduction, the investment adviser would have earned
advisory fees of $91,137 and $143,776, respectively (equivalent to 0.75% of
the Portfolio's average daily net assets for such year). To enhance the net
income of the Portfolio, the investment adviser made a reduction of its
advisory fee in the amount of $21,446 and $36,117, respectively.

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

While the Portfolio is a New York trust, the investment 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 the individuals identified
above, or to realize judgments of courts of the United States predicated upon
civil liabilities of the investment 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 investment adviser and such individuals reside of such civil
remedies and criminal penalties as are afforded by the federal securities laws
of the United States.

INFORMATION ABOUT LLOYD GEORGE. The investment adviser is a subsidiary of LGM.
LGM is ultimately controlled by the Hon. Robert Lloyd George, President of the
Portfolio and Chairman and Chief Executive Officer of the investment adviser.
LGM's only business is portfolio management. Eaton Vance's parent is a
shareholder of LGM. The directors of the investment adviser are the Honourable
Robert Lloyd George, William Walter Raleigh Kerr, Scobie Dickinson Ward, M.F.
Tang, Pamela Chan, Adaline Mang-Yee Ko, Peter Bubenzer and Judith Collis. The
Hon. Robert Lloyd George is Chairman and Chief Executive Officer of the
investment adviser and Mr. Kerr is Chief Operating Officer of the investment
adviser. The business address of the first six individuals is 3808 One
Exchange Square, Central, Hong Kong and of the last two is Cedar House, 41
Cedar Avenue, Hamilton HM 12, Bermuda.

A team of Lloyd George analysts currently monitor over 400 emerging
markets stocks. These stocks are screened from a 2000 stock universe based on
a variety of criteria. The Lloyd George global emerging markets team
communicates weekly on stock specific and macroeconomic issues.

ADMINISTRATIVE SERVICES. Under Eaton Vance's management contract with Emerging
Markets Fund and its administration agreement with the Portfolio, Eaton Vance
receives a monthly management fee from Emerging Markets Fund and a monthly
administration fee from the Portfolio. Each fee is computed by applying the
annual asset rate applicable to that portion of the average daily net assets
of Emerging Markets Fund or the Portfolio throughout the month in each
Category as indicated below:

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

As of December 31, 1999, the Emerging Markets Fund had net assets of
$11,347,360. For the fiscal year ended December 31, 1999, absent a fee
reduction, Eaton Vance would have earned management fees of $20,038
(equivalent to 0.25% of the Emerging Markets Fund's average daily net assets
for such year). To enhance the Fund's net income, Eaton Vance made a reduction
of its management fee in the amount of $20,038. To reduce the net operating
loss of the Fund, the manager was allocated $14,327 of the Emerging Markets
Fund's operating expenses. For the fiscal year ended December 31, 1998, absent
a fee reduction, Eaton Vance would have earned management fees of $26,612
(equivalent to 0.25% of the Emerging Markets Fund's average daily net assets
for such year). To enhance the Fund's net income, Eaton Vance made a reduction
of its management fee in the amount of $4,569 and Eaton Vance was allocated a
portion of expenses related to the operation of the Fund in the amount of
$16,178. For the fiscal year ended December 31, 1997, Eaton Vance earned
management fees of $24,909 (equivalent to 0.25% of the Emerging Markets Fund's
average daily net assets for such year).

As of December 31, 1999, the Portfolio had net assets of $14,472,239. For
the fiscal years ended December 31, 1999, 1998 and 1997, Eaton Vance earned
administration fees of $23,919, $30,396 and $47,925, respectively (equivalent
to 0.25% of the Portfolio's average daily net assets for each such year). For
the fiscal year ended December 31, 1999, to enhance the net income of the
Portfolio, Eaton Vance made a reduction of its administration fee in the
amount of $23,919. To reduce the net operating loss of the Institutional
Emerging Markets Fund, Eaton Vance was allocated $14,579 of the Institutional
Emerging Markets Fund's operating expenses. For the fiscal years ended
December 31, 1998 and 1997, to enhance the Portfolio's net income, Eaton Vance
was allocated expenses related to the operation of the Portfolio in the amount
of $4,950 and $17,039, respectively.

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

INFORMATION ABOUT EATON VANCE. Eaton Vance is a business trust organized under
Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee of Eaton Vance.
Eaton Vance and EV are wholly-owned subsidiaries of Eaton Vance Corporation
("EVC"), a Maryland corporation and publicly-held holding company. EVC through
its subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities. The Directors of EVC are James B.
Hawkes, John G.L. Cabot, Leo I. Higdon, Jr., John M. Nelson, Vincent M.
O'Reilly and Ralph Z. Sorenson. All of the issued and outstanding shares of
Eaton Vance are owned by EVC. All of the issued and outstanding shares of BMR
are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Hawkes, Jeffrey P. Beale, Alan R. Dynner, Thomas E. Faust, Jr., Thomas J.
Fetter, Scott H. Page, Duncan W. Richardson, William M. Steul, Payson F.
Swaffield, Michael W. Weilheimer, and Wharton P. Whitaker (all of whom are
officers of Eaton Vance). The Voting Trustees have unrestricted voting rights
for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers
of BMR and Eaton Vance who are also officers, or officers and Directors of EVC
and EV. As indicated under "Management and Organization", all of the officers
of the Trust (as well as Mr. Hawkes who is also a Trustee) hold positions in
the Eaton Vance organization.

EXPENSES. Each Fund and the Portfolio are responsible for all expenses not
expressly stated to be payable by another party (such as the investment
adviser under the Investment Advisory Agreement, Eaton Vance under the
management contract and administration agreement or the principal underwriter
under the Distribution Agreement). In the case of expenses incurred by the
Trust, each Fund is responsible for its pro rata share of those expenses. The
only expenses of Emerging Markets Fund allocated to a particular class are
those incurred under the Distribution Plan applicable to that class and those
resulting from the fee paid to the principal underwriter for repurchase
transactions.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance
Building, 255 State Street, Boston, MA 02109, is the Funds' principal
underwriter. The principal underwriter acts as principal in selling shares
under a Distribution Agreement with the Trust. The expenses of printing copies
of prospectuses used to offer shares and other selling literature and of
advertising are borne by the principal underwriter. The fees and expenses of
qualifying and registering and maintaining qualifications and registrations of
a Fund and its shares under federal and state securities laws are borne by
that Fund. The Distribution Agreement is renewable annually by the Trust's
Board of Trustees (including a majority of the noninterested Trustees who have
no direct or indirect financial interest in the operation of the Distribution
Plan (in the case of the Emerging Markets Fund only) or the Distribution
Agreement), may be terminated on sixty days' notice either by such Trustees or
by vote of a majority of the outstanding shares of the relevant class or on
six months' notice by the principal underwriter and is automatically
terminated upon assignment. The principal underwriter distributes shares on a
"best efforts" basis under which it is required to take and pay for only such
shares as may be sold. The principal underwriter allows investment dealers
discounts from the applicable public offering price which are alike for all
investment dealers. See "Sales Charges." EVD is a wholly-owned subsidiary of
EVC. Mr. Hawkes is a Vice President and Director and Messrs. Dynner and
O'Connor are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street,
Boston, MA 02116, serves as custodian to the Funds and Portfolio. IBT has the
custody of all cash and securities representing the Funds' interest in the
Portfolio, has custody of the Portfolio's assets, maintains the general ledger
of the Portfolio and the Funds and computes the daily net asset value of
interests in the Portfolio and the net asset value of shares of the Funds. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Trust and the Portfolio. IBT also
provides services in connection with the preparation of shareholder reports
and the electronic filing of such reports with the SEC. EVC and its affiliates
and their officers and employees from time to time have transactions with
various banks, including IBT. It is Eaton Vance's opinion that the terms and
conditions of such transactions were not and will not be influenced by
existing or potential custodial or other relationships between a Fund or the
Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. Deloitte & Touche LLP, 200 Berkeley Street, Boston,
MA 02116, are the independent accountants of the Funds and the Portfolio,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

TRANSFER AGENT. PFPC, Inc., P.O. Box 9653, Providence, RI 02904-9653, serves
as transfer and dividend disbursing agent for the Funds.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is
computed by IBT (as agent and custodian for the Portfolio) by subtracting the
liabilities of the Portfolio from the value of its total assets. The Funds and
the Portfolio will be closed for business and will not price their respective
shares or interests on the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

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

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Each Fund's shares are continuously
offered through investment dealers which have entered agreements with the
principal underwriter. The public offering price is the net asset value next
computed after receipt of the order, plus, in the case of Class A shares of
Emerging Markets Fund, a variable percentage (sales charge) depending upon the
amount of purchase as indicated by the sales charge table set forth in the
prospectus. This Class A sales charge is divided between the principal
underwriter and the investment dealer. The Class A sales charge table is
applicable to purchases of the Emerging Markets Fund alone or in combination
with purchases of certain other funds offered by the principal underwriter,
made at a single time by (i) an individual, or an individual, his spouse and
their children under the age of twenty-one, purchasing shares for his or their
own account, and (ii) a trustee or other fiduciary purchasing shares for a
single trust estate or a single fiduciary account. The table is also presently
applicable to (1) purchases of Class A shares of Emerging Markets Fund,
pursuant to a written Statement of Intention; or (2) purchases of Class A
shares of Emerging Markets Fund, pursuant to the Right of Accumulation and
declared as such at the time of purchase. See "Sales Charges".

In connection with employee benefit or other continuous group purchase
plans, Emerging Markets 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 each Fund as
described below.

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as administrator, in exchange
for Fund shares. The minimum value of securities (or securities and cash)
accepted for deposit is $5,000 or the minimum initial investment, whichever is
higher. Securities accepted will be sold on the day of their receipt or as
soon thereafter as possible. The number of Fund shares to be issued in
exchange for securities will be the aggregate proceeds from the sale of such
securities, divided by the applicable public offering price of Class A shares
of Emerging Markets Fund or net asset value of Class B shares or Institutional
Emerging Markets Fund 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 securities.
Securities determined to be acceptable should be transferred via book entry or
physically delivered, in proper form for transfer, through an investment
dealer, together with a completed and signed Letter of Transmittal in approved
form (available from investment dealers). Investors who are contemplating an
exchange of securities for shares, or their representatives, must contact
Eaton Vance to determine whether the securities are acceptable before
forwarding such securities. Eaton Vance reserves the right to reject any
securities. Exchanging securities for shares may create a taxable gain or
loss. Each investor should consult his or her tax adviser with respect to the
particular federal, state and local tax consequences of exchanging securities.

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

While normally payments will be made in cash for redeemed shares, the
Trust, subject to compliance with applicable regulations, has reserved the
right to pay the redemption price of shares of a Fund, either totally or
partially, by a distribution in kind of readily marketable securities
withdrawn from 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 Trust reserves the
right to redeem accounts of Emerging Markets Fund with balances of less than
$750. Prior to such a redemption, shareholders will be given 60 days' written
notice to make an additional purchase. However, no such redemption would be
required by the Trust if the cause of the low account balance was a reduction
in the net asset value of shares. No CDSC will be imposed with respect to such
involuntary redemptions.

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

SALES CHARGES

SALES CHARGE WAIVERS. Class A shares and Class I shares may be sold at net
asset value to current and retired Directors and Trustees of Eaton Vance
funds, including the Portfolio; to clients and current and retired officers
and employees of Eaton Vance, its affiliates and other investment advisers of
Eaton Vance sponsored funds; to officers and employees of IBT and the transfer
agent; to persons associated with law firms, consulting firms and others
providing services to Eaton Vance and Eaton Vance funds; and to such persons'
spouses, parents, siblings and children and their beneficial accounts. Such
shares may also be issued at net asset value (1) in connection with the merger
of an investment company (or series or class thereof) with the Fund (or class
thereof), (2) to investors making an investment as part of a fixed fee program
whereby an entity unaffiliated with the investment adviser provides multiple
investment services, such as management, brokerage and custody, and (3) to
investment advisors, financial planners or other intermediaries who place
trades for their own accounts or the accounts of their clients and who charge
a management, consulting or other fee for their services; clients of such
investment advisors, financial planners or other intermediaries who place
trades for their own accounts if the accounts are linked to the master account
of such investment advisor, financial planner or other intermediary on the
books and records of the broker or agent. Class A shares are also offered at
net asset value to registered representatives and employees of investment
dealers and bank employees who refer customers to registered representatives
of investment dealers; and to retirement and deferred compensation plans and
trusts used to fund those plans, including, but not limited to, those defined
in Section 401(a), 403(b) or 457 of the Internal Revenue Code of 1986, as
amended (the "Code") and "rabbi trusts". Class A shares and Class I shares may
be sold at net asset value to any investment advisory, agency, custodial or
trust account managed or administered by Eaton Vance or by any parent,
subsidiary or other affiliate of Eaton Vance. Class A shares are offered at
net asset value to the foregoing persons and in the foregoing situations
because either (i) there is no sales effort involved in the sale of shares or
(ii) the investor is paying a fee (other than the sales charge) to the
investment dealer involved in the sale.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares of Emerging Markets Fund and shares of other funds exchangeable for
Class A shares of another Eaton Vance fund will be purchased within a 13-month
period, the Statement of Intention section of the account application should
be completed so that shares may be obtained at the same reduced sales charge
as though the total quantity were invested in one lump sum. Shares held under
Right of Accumulation (see below) as of the date of the Statement will be
included toward the completion of the Statement. If you make a Statement of
Intention, the transfer agent is authorized to hold in escrow sufficient
shares (5% of the dollar amount specified in the Statement) which can be
redeemed to make up any difference in sales charge on the amount intended to
be invested and the amount actually invested. A Statement of Intention does
not obligate the shareholder to purchase or the Fund to sell the full amount
indicated in the Statement.

If the amount actually purchased during the 13-month period is less than
that indicated in the Statement, the shareholder will be requested to pay the
difference between the sales charge applicable to the shares purchased and the
sales charge paid under the Statement of Intention. If the payment is not
received in 20 days, the appropriate number of escrowed shares will be
redeemed in order to realize such difference. If the total purchases during
the 13-month period are large enough to qualify for a lower sales charge than
that applicable to the amount specified in the Statement, all transactions
will be computed at the expiration date of the Statement to give effect to the
lower sales charge. Any difference will be refunded to the shareholder in cash
or applied to the purchase of additional shares, as specified by the
shareholder. This refund will be made by the investment dealer and the
principal underwriter. If at the time of the recomputation, the investment
dealer for the account has changed, the adjustment will be made only on those
shares purchased through the current investment dealer for the account.

RIGHT OF ACCUMULATION. The applicable sales charge level for the purchase of
Class A shares of Emerging Markets Fund is calculated by taking the dollar
amount of the current purchase and adding it to the value (calculated at the
maximum current offering price) of the Class A shares the shareholder owns in
his or her account(s) in the Fund, and shares of other funds exchangeable for
Class A shares. The sales charge on the shares being purchased will then be at
the rate applicable to the aggregate. Shares purchased (i) by an individual,
his or her spouse and their children under the age of twenty-one, and (ii) by
a trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for the Right of Accumulation and if qualifying, the
applicable sales charge level. For any such discount to be made available, at
the time of purchase a purchaser or his or her investment dealer must provide
the principal underwriter (in the case of a purchase made through an
investment dealer) or the transfer agent (in the case of an investment made by
mail) with sufficient information to permit verification that the purchase
order qualifies for the accumulation privilege. Confirmation of the order is
subject to such verification. The Right of Accumulation privilege may be
amended or terminated at any time as to purchases occurring thereafter.

EXCHANGE PRIVILEGE. In addition to exchanges into the same class of another
Eaton Vance fund, Class B shares of Emerging Markets Fund may be exchanged for
shares of a money market fund sponsored by an investment dealer and approved
by the principal underwriter (an "investment dealer fund"). For purposes of
calculating the CDSC applicable to investment dealer fund shares acquired in
an exchange, the CDSC schedule applicable to the exchanged shares will apply
and the purchase of investment dealer fund shares is deemed to have occurred
at the time of the original purchase of the exchanged shares, except that the
time during which a shareholder holds such investment dealer fund shares will
not be credited toward completion of the CDSC period.

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

EMERGING MARKETS FUND'S DISTRIBUTION PLANS. The Trust has in effect a
compensation-type Distribution Plan (the "Class A Plan") for the Emerging
Markets Fund's Class A shares pursuant to Rule 12b-1 under the 1940 Act. The
Class A Plan provides for the payment of a monthly distribution fee to the
principal underwriter in an amount equal to the aggregate of (a) .50% of that
portion of Class A average daily net assets for any fiscal year which is
attributable to its shares which have remained outstanding for less than one
year and (b) .25% of that portion of Class A average daily net assets for any
fiscal year which is attributable to its shares which have remained
outstanding for more than one year. Aggregate payments to the principal
underwriter under the Class A Plan are limited to those permissible, pursuant
to a rule of the National Association of Securities Dealers, Inc.

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

The Trust also has in effect a compensation-type Distribution Plan (the
"Class B Plan") pursuant to Rule 12b-1 under the 1940 Act for the Emerging
Markets Fund's Class B shares. The Class B Plan is designed to permit an
investor to purchase shares through an investment dealer without incurring an
initial sales charge and at the same time permit the principal underwriter to
compensate investment dealers in connection therewith. The Class B Plan
provides that the Fund will pay sales commissions and distribution fees to the
principal underwriter only after and as a result of the sale of shares. On
each sale of shares (excluding reinvestment of distributions), the Fund will
pay the principal underwriter amounts representing (i) sales commissions equal
to 5% of the amount received by the Fund for each share sold and (ii)
distribution fees calculated by applying the rate of 1% over the prime rate
then reported in The Wall Street Journal to the outstanding balance of
uncovered distribution charges (as described below) of the principal
underwriter. To pay these amounts, Class B pays the principal underwriter a
fee, accrued daily and paid monthly, at an annual rate not exceeding .75% of
its average daily net assets to finance the distribution of its shares. Such
fees compensate the principal underwriter for sales commissions paid by it to
investment dealers on the sale of shares and for interest expenses. For sales
of Class B shares, the principal underwriter uses its own funds to pay sales
commissions (except on exchange transactions and reinvestments) to investment
dealers at the time of sale equal to 4% of the purchase price of the Class B
shares sold by such dealers. CDSCs paid to the principal underwriter will be
used to reduce amounts owed to it. The Class B Plan provides that the Fund
will make no payments to the principal underwriter in respect of any day on
which there are no outstanding uncovered distribution charges of the principal
underwriter. CDSCs and accrued amounts will be paid by the Trust to the
principal underwriter whenever there exist uncovered distribution charges.
Because payments to the principal underwriter under the Class B Plan are
limited, uncovered distribution charges (sales commissions paid by the
principal underwriter plus interest, less the above fees and CDSCs received by
it) may exist indefinitely. For the sales commissions and CDSCs paid on (and
uncovered distribution charges of) Class B shares, see Appendix B.

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

Distribution of Class B shares of the Fund by the principal underwriter
will also be encouraged by the payment by the investment adviser to the
principal underwriter of amounts equivalent to .15% of the annual average
daily net assets for Class B. The aggregate amounts of such payments are a
deduction in calculating the outstanding uncovered distribution charges of the
principal underwriter under the Class B Plan and, therefore, will benefit
shareholders when such charges exist. Such payments will be made in
consideration of the principal underwriter's distribution efforts.

The Class B Plan also authorizes the payments of service fees to the
principal underwriter, investment dealers and other persons in amounts not
exceeding .25% of its average daily net assets for personal services, and/or
the maintenance of shareholder accounts. This fee is paid quarterly in arrears
based on the value of Class B shares sold by such persons. For the service
fees paid by Class B shares, see Appendix B.

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

The Plans continue in effect from year to year so long as such continuance
is approved at least annually by the vote of both a majority of (i) the
noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan
(the "Plan Trustees") and (ii) all of the Trustees then in office. Each Plan
may be terminated at any time by vote of a majority of the Plan Trustees or by
a vote of a majority of the outstanding voting securities of the applicable
Class. Each Plan requires quarterly Trustee review of a written report of the
amount expended under the Plan and the purposes for which such expenditures
were made. The Plans may not be amended to increase materially the payments
described therein without approval of the shareholders of the affected Class
and the Trustees. So long as a Plan is in effect, the selection and nomination
of the noninterested Trustees shall be committed to the discretion of such
Trustees. The Class A and Class B Plans were initially approved by the
Trustees, including the Plan Trustees, on June 23, 1997. The Trustees of the
Trust who are "interested" persons of the Emerging Markets Fund have an
indirect financial interest in the Plans because their employers (or
affiliates thereof) receive distribution and/or service fees under the Plans
or agreements related thereto.

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

PERFORMANCE

Average annual total return is determined separately for each Class of a
Fund by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital appreciation/
depreciation, and distributions paid and reinvested) for the stated period and
annualizing the result. The calculation assumes (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period,
(ii) the deduction of the maximum sales charge from the initial $1,000
purchase order for Class A shares, (iii) a complete redemption of the
investment at the end of the period, and (iv) the deduction of any CDSC at the
end of the period. Emerging Markets Fund may also publish total return figures
for each Class based on reduced sales charges or at net asset value. These
returns would be lower if the full sales charge was imposed. For information
concerning the total return of the Funds, see Appendix A, Appendix B and
Appendix C.

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

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

Information used in advertisements and in materials provided to present
and prospective shareholders may include descriptions of Lloyd George, Eaton
Vance and other Fund and Portfolio service providers, their investment styles,
other investment products, personnel and Fund distribution channels.

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

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

TAXES

Each series of the Trust is treated as a separate entity for accounting
and tax purposes. Each Fund has elected to be treated, and intends to qualify
each year, as a regulated investment company ("RIC") under the Code.
Accordingly, each Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute
substantially all of its net income and net short-term and long-term capital
gains in accordance with the timing requirements imposed by the Code, so as to
maintain its RIC status and to avoid any federal income or excise tax. The
Emerging Markets Fund qualified as a RIC under the Code for its taxable year
ended December 31, 1999. Because each Fund invests its assets in the
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements in order for the Fund to also satisfy these
requirements.

Under current law, provided that each Fund qualifies as a RIC and the
Portfolio is treated as a partnership for Massachusetts and federal tax
purposes, neither the Fund's nor the Portfolio should be liable for any
income, corporate excise or franchise tax in the Commonwealth of
Massachusetts.

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

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

The Portfolio's transactions in foreign currencies, foreign currency-
denominated debt securities and certain foreign currency options, futures
contracts (and similar instruments) may give rise to ordinary income or loss
to the extent such income or loss results from fluctuations in the value of
the foreign currency concerned.

Investments by the Portfolio in "passive foreign investment companies"
could subject the Portfolio to U.S. federal income tax or other charges on the
proceeds from the sale of its investment in such a company; however, this tax
can be avoided by making an election to mark such investments to the market
annually or to treat the passive foreign investment company as a "qualified
electing fund".

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

Sales charges paid upon a purchase of shares of the Emerging Markets 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.

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

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

PORTFOLIO SECURITY TRANSACTIONS

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

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

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

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

The Portfolio and the investment adviser may also receive Research
Services from underwriters and dealers in fixed price offerings, which
Research Services are reviewed and evaluated by the investment adviser in
connection with its investment responsibilities. The investment companies
sponsored by the investment adviser or Eaton Vance may allocate brokerage
commissions to acquire information relating to the performance, fees and
expenses of such companies and other mutual funds, which information is used
by the Trustees of such companies to fulfill their responsibility to oversee
the quality of the services provided by various entities, including the
investment adviser, to such companies. Such companies may also pay cash for
such information.

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

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

For the fiscal years ended December 31, 1999, 1998 and 1997, the Portfolio
paid brokerage commissions of $55,777, $111,199 and $248,818, respectively,
with respect to portfolio security transactions. Of this amount, approximately
$26,813, $72,379 and $145,648, respectively, was paid in respect of portfolio
security transactions aggregating approximately $7,162,690, $23,069,461 and
$25,034,388, respectively, to firms which provided some Research Services to
the Adviser's organization (although many of such firms may have been selected
in any particular transaction primarily because of their execution
capabilities).

FINANCIAL STATEMENTS

The audited financial statements of, and the independent auditors' reports
for the Funds and the Portfolio, appear in each Fund's most recent annual
report to shareholders which are incorporated by reference into this SAI. A
copy of each Fund's annual report accompanies this SAI. Consistent with
applicable law, duplicate mailings of shareholder reports and certain other
Fund information to shareholders residing at the same address may be
eliminated.

Registrant incorporates by reference the audited financial information for
the Funds and the Portfolio for the fiscal year ended December 31, 1999 for
the Funds and the Portfolio listed below, as previously filed electronically
with the SEC.

Eaton Vance Emerging Markets Fund
Emerging Markets Portfolio
(Accession No. 0000912057-00-009012)

Eaton Vance Institutional Emerging Markets Fund
Emerging Markets Portfolio
(Accession No. 0000912057-00-009465)

<PAGE>

APPENDIX A

EMERGING MARKETS FUND

CLASS A FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended December 31, 1999 Class A paid distribution
fees under the Plan to the prinicpal underwriter aggregating $11,753. During
the fiscal year ended December 31, 1999, Class A made service fee payments to
the principal underwriter and investment dealers aggregating $4,891, of which
$2,549 was paid to investment dealers and the balance of which was retained by
the principal underwriter.

PRINCIPAL UNDERWRITER
The total sales charges paid in connection with sales of Class A shares
during the fiscal years ended December 31, 1999 and 1998 were $13,214 and
$10,863, respectively, of which $1,694 and $1,275, respectively, was received
by the principal underwriter. For the fiscal years ended December 31, 1999 and
1998, investment dealers received $13,214 and $9,588, respectively, from the
total sales charges.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class A shares for the periods shown
in the table. Total return for the period prior to January 1, 1998 reflects
the total return of the predecessor to Class A. Total return prior to December
8, 1994 reflects the total return of Class B, adjusted to reflect the Class A
sales charge. The Class B total return has not been adjusted reflect certain
other expenses (such as distribution and/or service fees). If such adjustments
were made, the Class A total return would be different. The "Value of Initial
Investment" reflects the deduction of the maximum sales charge of 5.75%. Past
performance is no guarantee of future results. Investment return and principal
value will fluctuate; shares, when redeemed, may be worth more or less than
their original cost. Two asterisks(**) indicates subsidized expenses. Return
would have been lower without subsidies.

<TABLE>
VALUE OF $1,000 INVESTMENT

<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ---------- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 11/30/94* $942.51 $1,472.57 56.24% 9.16% 47.26% 7.90%
5 Years Ended
12/31/99** 12/31/94 $942.24 $1,479.54 57.02% 9.44% 47.95% 8.15%
1 Year Ended
12/31/99** 12/31/98 $942.69 $1,716.96 82.13% 82.13% 71.70% 71.70%

- ----------
*Predecessor Fund commenced operations on November 30, 1994.
</TABLE>
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class A shares of the
Fund, except James B. Hawkes, President and Trustee of the Trust, who owns
2.8% of such Class A shares. As of March 31, 2000, Merrill Lynch, Pierce,
Fenner & Smith, Inc., Jacksonville, FL 32246 was the record owner of
approximately 5.5% of the outstanding Class A shares which were held on behalf
of its customers who are beneficial owners of such shares, and as to which it
had voting power under certain limited circumstances. In addition, as of the
same date, the Eaton Vance Management Profit Sharing Plan and Mars & Co., each
of Boston, MA were the record owners of 6.5% and 13.5%, respectively, of the
Class A shares of the Fund. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding Class A
shares as of such date.

<PAGE>

APPENDIX B

EMERGING MARKETS FUND

CLASS B FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES
During the fiscal year ended December 31, 1999, the principal underwriter
paid to investment dealers sales commissions of $29,435 on sales of Class B
shares. During the same period, the Fund paid distribution fees to the
principal underwriter under the Distribution Plan aggregating $35,426 and the
principal underwriter received approximately $26,000 in CDSCs imposed on early
redeeming shareholders. These distribution payments and CDSC payments reduced
uncovered distribution charges under the Plan. As at December 31, 1999, the
outstanding uncovered distribution charges of the principal underwriter
calculated under the Plan amounted to approximately $238,000 (which amount was
equivalent to 3.5% of the net assets attributable to Class B on such day).
During the fiscal year ended December 31, 1999, the Fund made service fee
payments to the principal underwriter and investment dealers aggregating
$8,769, of which $8,717 was paid to investment dealers and the balance of
which was retained by the principal underwriter.

PRINCIPAL UNDERWRITER
The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended December 31,
1999, Class B paid the principal underwriter $335 for repurchase transactions
handled by it.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class B shares for the periods shown
in the table. Past performance is no guarantee of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost. Information presented with two
asterisks(**) includes the effect of subsidizing expenses. Return would have
been lower without subsidies.

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

VALUE OF VALUE OF
INVESTMENT INVESTMENT
BEFORE AFTER TOTAL RETURN BEFORE TOTAL RETURN AFTER
DEDUCTING THE DEDUCTING THE DEDUCTING THE DEDUCTING THE
MAXIMUM MAXIMUM MAXIMUM CDSC MAXIMUM CDSC
INVESTMENT INVESTMENT CDSC CDSC ------------------------- -------------------------
PERIOD DATE ON 12/31/99 ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ------------- ------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 11/30/94 $1,517.27 $1,507.27 51.73% 8.54% 50.73% 8.39%
5 Years Ended
12/31/99** 12/31/94 $1,523.36 $1,503.36 52.34% 8.78% 50.34% 8.50%
1 Year Ended
12/31/99** 12/31/98 $1,816.01 $1,766.01 81.60% 81.60% 76.60% 76.60%

</TABLE>
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class B shares of the
Fund. As of March 31, 2000, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Jacksonville, FL 32246 was the record owner of approximately 10.6% of the
outstanding Class B shares which were held on behalf of its customers who are
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding Class B
shares as of such date.

<PAGE>

APPENDIX C

INSTITUTIONAL EMERGING MARKETS FUND

PERFORMANCE AND OWNERSHIP

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in another mutual fund that invests in
the Portfolio, adjusted to eliminate the sales charge applicable to that
fund's shares (but not adjusted to reflect certain other differences in
expenses). Past performance is no guarantee of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost. Two asterisks(**) indicates subsidized
expenses. Return would have been lower without subsidies.

<TABLE>
VALUE OF $1,000 INVESTMENT

VALUE OF VALUE OF
INVESTMENT INVESTMENT INITIAL INVESTMENT CUMULATIVE ANNUALIZED
PERIOD DATE INVESTMENT ON 12/31/99 TOTAL RETURN TOTAL RETURN
------ ---- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Life of the Fund** 11/30/94* $1,000.00 $1,531.02 53.10% 8.73%
5 Years Ended
12/31/99** 12/31/94 $1000.00 $1,537.18 53.72% 8.98%
1 Year Ended
12/31/99** 12/31/98 $1000.00 $1,832.50 83.25% 83.25%

- ----------
*Predecessor Fund commenced operations on November 30, 1994.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of Institutional
Emerging Markets Fund. As of March 31, 2000, Eaton Vance Management Master
Trust for Retirement Plans, was the record owner of approximately 99.7% of the
shares of the Fund. These shareholders are retirement and profit sharing plans
sponsored by Eaton Vance and certain of its affiliated entities. Beneficial
owners of 25% or more of Fund shares are presumed to be in control of such
fund for purposes of voting on certain matters submitted to shareholders. To
the knowledge of the Trust, no other person owned of record or beneficially 5%
or more of the Institutional Emerging Market Fund's outstanding shares as of
such date.

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 2000

EATON VANCE GREATER INDIA FUND
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about the Fund and the Portfolio. The Fund is a series of Eaton
Vance Special Investment Trust. Capitalized terms used in this SAI and not
otherwise defined have the meanings given them in the prospectus. This SAI
contains additional information about:

Page

Strategies and Risks .................................................... 1
Investment Restrictions ................................................. 5
Management and Organization ............................................. 7
Investment Advisory and Administrative Services ......................... 11
Other Service Providers ................................................. 13
Purchasing and Redeeming Shares ......................................... 14
Sales Charges ........................................................... 16
Performance ............................................................. 19
Taxes ................................................................... 20
Portfolio Security Transactions ......................................... 22
Financial Statements .................................................... 24

Appendices:
A: Class A Fees, Performance and Ownership .............................. a-1
B: Class B Fees, Performance and Ownership .............................. b-1
C: Country Information .................................................. c-1

THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUND'S PROSPECTUS
DATED MAY 1, 2000, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED
HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS, WHICH MAY BE OBTAINED BY CALLING 1-800-225-6265.

<PAGE>

STRATEGIES AND RISKS

GREATER INDIA REGION RISKS. 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. and lower than BBB by Standard & Poor's
Ratings Group). Convertible debt securities that are not investment grade are
commonly called "junk bonds" and have risks similar to equity securities; they
have speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt securities. Such
debt securities will not exceed 20% of total assets.

When consistent with its investment objective, the Portfolio may also
invest in equity securities of companies not in the Indian subcontinent, as
well as warrants, options on equity securities and indices, options on
currency, futures contracts, options on futures contracts, forward foreign
currency exchange contracts, currency swaps and other non-equity investments.
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.

GREATER INDIA COUNTRY CONSIDERATIONS. Foreign investment in the securities of
issuers in Greater India countries is usually restricted or controlled to some
degree. In India, "Foreign Institutional Investors" ("Flls") 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 investment adviser is
a registered FII and the inclusion of the Portfolio in the investment
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 40% of the issued share capital of any
one company (subject to that company's approval). Only registered FIIs and
non-Indian mutual funds that comply with certain statutory conditions may make
direct portfolio investments in exchange-traded Indian securities. Income,
gains and initial capital with respect to such investments are freely
repatriable, subject to payment of applicable Indian taxes. See "Regional
Taxes".

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

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

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

India imposes withholding tax on interest and dividends at a rate of 20%.
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. The Portfolio is considering
investing in India through a Republic of Mauritius company to take advantage
of the favorable tax treaty between the countries. Currently, no such
arrangement has been made. There can be no assurance such an investment
structure would be effective.

Pakistan currently imposes withholding tax on dividends at rates of
between 7.5% and 20%. There is currently no withholding tax on capital gains
from listed shares. This exemption will expire in June 2000. Sri Lanka imposes
15% withholding tax on dividends and interest, but does not impose withholding
tax on capital gains of listed shares.

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 investment 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.

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

When the Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when the Portfolio anticipates
the receipt in a foreign currency of dividend or interest payments on such a
security which it holds, the Portfolio may desire to "lock in" the U.S. dollar
price of the security or the U.S. dollar equivalent of such dividend or
interest payment, as the case may be. Additionally, when the investment
adviser believes that the currency of a particular foreign country may suffer
a substantial decline against the U.S. dollar, it may enter into a forward
contract to sell, for a fixed amount of dollars, the amount of foreign
currency approximating the value of some or all of the securities held by the
Portfolio denominated in such foreign currency. The Portfolio may engage in
cross-hedging by using forward contracts in one currency (or basket of
currencies) to hedge against fluctuations in the value of securities
denominated in a different currency if the investment adviser determines that
there is an established historical pattern of correlation between the two
currencies (or the basket of currencies and the underlying currency).

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

To the extent that the Portfolio enters into futures contracts, options on
futures contracts and options on foreign currencies traded on an exchange
regulated by the 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.

CURRENCY SWAPS. Currency swaps involve the exchange of their respective
rights to make or receive payments in specified currencies. Currency swaps
usually involve the delivery of the entire payment stream in one designated
currency in exchange for the entire payment stream in 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 net amount of the excess, if any, of the Portfolio's
obligations over its entitlements will be maintained in a segregated account
by the Portfolio's custodian. The Portfolio will not enter into any currency
swap unless the credit quality of the unsecured senior debt or the claims-
paying ability of the other party thereto is considered to be investment grade
by the investment adviser. If there is a default by the other party to such a
transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction.

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

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

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity
of one year or less). A high turnover rate (100% or more) necessarily involves
greater expenses to the Portfolio. Short-term trading may be advisable in
light of a change in circumstances of a particular company or within a
particular industry, or in light of general market, economic or political
conditions. High portfolio turnover may also result in the realization of
substantial net short-term capital gains.

INVESTMENT RESTRICTIONS

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

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

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

(3) Underwrite securities of other issuers.

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

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

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

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

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

For as long as a feeder fund of the Portfolio has registered shares in
Hong Kong (and for so long as Hong Kong requires the following restrictions),
the Portfolio may not:

(iii) invest more than 15% of net assets in warrants and options for
non-hedging purposes;

(iv) write call options on Portfolio investments exceeding 25% of its
total net asset value in terms of exercise price;

(viii) borrow more than 25% of its net assets (provided that for the
purposes of this paragraph, back to back loans are not to be categorized
as borrowings);

(ix) write uncovered options;

(x) invest in real estate (including options, rights or interests
therein but excluding shares in real estate companies);

(xiii) subject to paragraph (v) above, purchase an investment with
unlimited liability or

The Fund and the Portfolio have each adopted the following investment
policies which may be changed by the Trustees with respect to the Fund without
shareholder approval or with respect to the Portfolio without approval of the
Fund or its other investors. The Fund and the Portfolio will not:

(a) invest more than 15% of its net assets in investments which are
not readily marketable, including restricted securities and
repurchase agreements with a maturity longer than seven days.
Restricted securities for the purposes of this limitation do not
include securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933 and commercial paper issued pursuant to
Section 4(2) of said Act that the Board of Trustees of the Trust
or the Portfolio, or its delegate, determines to be liquid. Any
such determination by a delegate will be made pursuant to
procedures adopted by the Board. If the Fund or Portfolio invests
in Rule 144A securities, the level of portfolio illiquidity may be
increased to the extent that eligible buyers become uninterested
in purchasing such securities; or

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

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers
of the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. The business address of the investment adviser is 3808
One Exchange Square, Central, Hong Kong. Those Trustees who are "interested
persons" of the Trust or the Portfolio as defined in the 1940 Act are
indicated by an asterisk (*).

HON. ROBERT LLOYD GEORGE (47), President and Trustee of the Portfolio*
Chairman and Chief Executive Officer of LGM and of the investment adviser.
Address: 3808 One Exchange Square, Central, Hong Kong

JESSICA M. BIBLIOWICZ (40), Trustee of the Trust*
President and Chief Executive Officer of National Financial Partners (a
financial services company) (since April 1999). President and Chief
Operating Officer of John A. Levin & Co. (a registered investment advisor)
(July, 1997 to April, 1999) and a Director of Baker, Fentress & Company
which owns John A. Levin & Co. (since July, 1997 to April, 1999). Formerly
Executive Vice President of Smith Barney Mutual Funds (from July, 1994 to
June, 1997). Elected Trustee October 30, 1998. Trustee of various investment
companies managed by Eaton Vance or BMR since October 30, 1998.
Address: 1301 Avenue of the Americas, 30th floor, New York, NY 10019

EDWARD K.Y. CHEN (55), Trustee of the Portfolio
President of Lingnan College in Hong Kong. Professor and Director of Centre of
Asian Studies at the University of Hong Kong from 1979-1995. Director of
First Pacific Company and Asia Satellite Telecommunications Holdings Ltd.
and a Board Member of the Mass Transit Railway Corporation. Member of the
Executive Council of the Hong Kong Government from 1992-1997 and Chairman of
the Consumer Council from 1991-1997.
Address: President's Office, Lingnan College, Tuen Mun, Hong Kong

LYNN A. STOUT (42), Trustee of the Trust
Professor of Law, Georgetown University Law Center. Elected Trustee October
30, 1998. Trustee of various investment companies managed by Eaton Vance or
BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

EDWARD E. SMILEY, JR. (55), Vice President of the Trust
Vice President of Eaton Vance and BMR since November, 1996. Previously he was
a Senior Vice President at Nationsbank (1992-1996).

MICHAEL B. TERRY (57), Vice President of the Trust
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ZAHEER SITABKHAN (35), Vice President of the Portfolio
Director of the investment adviser.

JAMES L. O'CONNOR (55), Vice President of the Portfolio and Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment
companies managed by Eaton Vance or BMR.

JANET E. SANDERS (64), Assistant Treasurer of the Trust and Assistant
Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (37), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (42), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment
companies managed by Eaton Vance or BMR.

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

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

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) During the fiscal year ended December 31, 1999, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees from the Trust, the Portfolio and
the funds in the Eaton Vance fund complex(1):
<PAGE>

<TABLE>
<CAPTION>
SOURCE OF JESSICA M. EDWARD DONALD R. SAMUEL L. NORTON H. LYNN A. JACK L.
COMPENSATION BIBLIOWICZ K.Y. CHEN DWIGHT HAYES, III REAMER STOUT TREYNOR
------------ ---------- --------- --------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Trust(2) ............................ $ 3,099 $ -- $ 2,755 $ 3,053 $ 2,819 $ 3,052 $ 2,990
South Asia Portfolio ................ -- 5,000 658 662 642 -- --
Trust and Fund Complex .............. 160,000 22,063 160,000(3) 170,000 160,000 160,000(4) 170,000

- ------------
(1) As of May 1, 2000, the Eaton Vance Fund complex consists of 145 registered investment companies or series thereof.
(2) The Trust consisted of 9 Funds as of December 31, 1999.
(3) Includes $60,000 of deferred compensation.
(4) Includes $16,000 of deferred compensation.
</TABLE>

ORGANIZATION. The Fund is a series of the Trust, which is organized under
Massachusetts law and is operated as an open-end management investment
company. The Fund (formerly EV Marathon Greater India Fund) established two
classes of shares on January 1, 1998 -- Class A shares (formerly EV
Traditional Greater India Fund) and Class B shares of Eaton Vance Greater
India Fund. Information herein prior to such date is for the Fund before it
became a multiple-class fund.

The Trust may issue an unlimited number of shares of beneficial interest
(no par value per share) in one or more series (such as the Fund). The
Trustees of the Trust have divided the shares of the Fund into multiple
classes. Each class represents an interest in the Fund, but is subject to
different expenses, rights and privileges. The Trustees have the authority
under the Declaration of Trust to create additional classes of shares with
differing rights and privileges. When issued and outstanding, shares are fully
paid and nonassessable by the Trust. Shareholders are entitled to one vote for
each full share held. Fractional shares may be voted proportionately. Shares
of the Fund will be voted together except that only shareholders of a
particular class may vote on matters affecting only that class. Shares have no
preemptive or conversion rights and are freely transferable. In the event of
the liquidation of the Fund, shareholders of each class are entitled to share
pro rata in the net assets attributable to that class available for
distribution to shareholders.

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

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

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

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

The 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.

Whenever the Fund as an investor in a Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. 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.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

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

As of December 31, 1999, the Portfolio had net assets of $48,278,168. For
the fiscal years ended December 31, 1999, 1998 and 1997, the investment
adviser earned advisory fees of $327,790, $500,819 and $817,285, respectively,
(equivalent to 0.75% of the Portfolio's average daily net assets for each such
year).

INFORMATION ABOUT LLOYD GEORGE. The investment adviser is a subsidiary of LGM.
LGM is ultimately controlled by the Hon. Robert Lloyd George, President and
Trustee of the Portfolio and Chairman and Chief Executive Officer of the
investment adviser. LGM's only business is portfolio management. Eaton Vance's
parent is a shareholder of LGM. The directors of the investment adviser are
the Honorable Robert Lloyd George, William Walter Raleigh Kerr, M.F. Tang,
Scobie Dickinson Ward, Pamela Chan, Adaline Mang-Yee Ko, Peter Bubenzer and
Judith Collis. The Hon. Robert Lloyd George is Chairman and Chief Executive
Officer of the investment adviser and Mr. Kerr is Chief Operating Officer of
the investment adviser. The business address of the first six individuals is
3808 One Exchange Square, Central, Hong Kong and of the last two is Cedar
House, 41 Cedar Avenue, Hamilton HM12, Bermuda.

ADMINISTRATIVE SERVICES. Under Eaton Vance's management contract with the Fund
and administration agreement with the Portfolio, Eaton Vance receives a
monthly management fee from the Fund and a monthly administration fee from the
Portfolio. Each fee is computed by applying the annual asset rate applicable
to that portion of the average daily net assets of the Fund or the Portfolio
throughout the month in each Category as indicated below:

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

As of December 31, 1999, the Fund had net assets of $46,310,192. For the
fiscal years ended December 31, 1999, 1998 and 1997, Eaton Vance earned
management fees of $104,495, $161,806 and $208,205, respectively, (equivalent
to 0.25% of the Fund's average daily net assets for each such year).

As of December 31, 1999, the Portfolio had net assets of $48,278,168. For
the fiscal years ended December 31, 1999, 1998 and 1997, Eaton Vance earned
administration fees of $109,371, $166,923 and $272,397, respectively,
(equivalent to 0.25% of the Portfolio's average daily net assets for each such
year).

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

INFORMATION ABOUT EATON VANCE. Eaton Vance is a business trust organized under
Massachusetts law. Eaton Vance, Inc. ("EV") serves as trustee of Eaton Vance.
Eaton Vance and EV are wholly-owned subsidiaries of Eaton Vance Corporation
("EVC"), a Maryland corporation and publicly-held holding company. EVC through
its subsidiaries and affiliates engages primarily in investment management,
administration and marketing activities. The Directors of EVC are James B.
Hawkes, John G.L. Cabot, Leo I. Higdon, Jr., John Nelson, Vincent M. O'Reilly
and Ralph Z. Sorenson. All of the issued and outstanding shares of Eaton Vance
and of EV are owned by EVC. All of the issued and outstanding shares of BMR
are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of
EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Hawkes, Jeffrey P. Beale, Alan R. Dynner, Thomas E. Faust, Jr., Thomas J.
Fetter, Scott H. Page, Duncan W. Richardson, William M. Steul, Peyson F.
Swaffield, Michael W. Weilheimer, and Wharton P. Whitaker (all of whom are
officers of Eaton Vance). The Voting Trustees have unrestricted voting rights
for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers
of Eaton Vance and BMR who are also officers or officers and Directors of EVC
and EV. As indicated under "Management and Organization", all of the officers
of the Trust (as well as Mr. Hawkes who is also a Trustee) hold positions in
the Eaton Vance organization.

EXPENSES. The Fund and the Portfolio are responsible for all expenses not
expressly stated to be payable by another party (such as the investment
adviser under the Investment Advisory Agreement, Eaton Vance under the
management contract and administration agreement or the principal underwriter
under the Distribution Agreement). In the case of expenses incurred by the
Trust, the Fund is responsible for its pro rata share of those expenses. The
only expenses of the Fund allocated to a particular class are those incurred
under the Distribution Plan applicable to that class and those resulting from
the fee paid to the principal underwriter for repurchase transactions.

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance
Building, 255 State Street, Boston, MA 02109, is the Fund's principal
underwriter. The principal underwriter acts as principal in selling shares
under a Distribution Agreement with the Trust. The expenses of printing copies
of prospectuses used to offer shares and other selling literature and of
advertising are borne by the principal underwriter. The fees and expenses of
qualifying and registering and maintaining qualifications and registrations of
the Fund and its shares under federal and state securities laws are borne by
the Fund. The Distribution Agreement is renewable annually by the Trust's
Board of Trustees (including a majority of the noninterested Trustees who have
no direct or indirect financial interest in the operation of the Distribution
Plan or the Distribution Agreement), may be terminated on sixty days' notice
either by such Trustees or by vote of a majority of the outstanding shares of
the relevant class or on six months' notice by the principal underwriter and
is automatically terminated upon assignment. The principal underwriter
distributes shares on a "best efforts" basis under which it is required to
take and pay for only such shares as may be sold. The principal underwriter
allows investment dealers discounts from the applicable public offering price
which are alike for all investment dealers. See "Sales Charges." EVD is a
wholly-owned subsidiary of EVC. Mr. Hawkes is a Vice President and Director
and Messrs. Dynner and O'Connor are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street,
Boston, MA 02116, serves as custodian to the Fund and Portfolio. IBT has the
custody of all cash and securities representing the Fund's interest in the
Portfolio, has custody of the Portfolio's assets, maintains the general ledger
of the Portfolio and the Fund and computes the daily net asset value of
interests in the Portfolio and the net asset value of shares of the Fund. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Trust and the Portfolio. IBT also
provides services in connection with the preparation of shareholder reports
and the electronic filing of such reports with the SEC. EVC and its affiliates
and their officers and employees from time to time have transactions with
various banks, including IBT. It is Eaton Vance's opinion that the terms and
conditions of such transactions were not and will not be influenced by
existing or potential custodial or other relationships between the Fund or the
Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. Deloitte & Touche LLP, 200 Berkeley Street, Boston,
MA 02116, are the independent accountants of the Fund and the Portfolio,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

TRANSFER AGENT. PFPC, Inc., P.O. Box 9653, Providence, RI 02904-9653, serves
as transfer and dividend disbursing agent for the Fund.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is
computed by IBT (as agent and custodian for the Portfolio) by subtracting the
liabilities of the Portfolio from the value of its total assets. The Fund and
the Portfolio will be closed for business and will not price their respective
shares or interests on the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated
by the sales charge table set forth in the prospectus. The sales charge is
divided between the principal underwriter and the investment dealer. The
sales charge table is applicable to purchases of the Fund alone or in
combination with purchases of certain other funds offered by the principal
underwriter, made at a single time by (i) an individual, or an individual, his
spouse and their children under the age of twenty-one, purchasing shares for
his or their own account, and (ii) a trustee or other fiduciary purchasing
shares for a single trust estate or a single fiduciary account. The table is
also presently applicable to (1) purchases of Class A shares pursuant to a
written Statement of Intention; or (2) purchases of Class A shares pursuant to
the Right of Accumulation and declared as such at the time of purchase. See
"Sales Charges".

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.

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as administrator, in exchange
for Fund shares. The minimum value of securities (or securities and cash)
accepted for deposit is $5,000. Securities accepted will be sold on the day of
their receipt or as soon thereafter as possible. The number of Fund shares to
be issued in exchange for securities will be the aggregate proceeds from the
sale of such securities, divided by the applicable public offering price of
Class A shares or net asset value of Class B shares on the day such proceeds
are received. Eaton Vance will use reasonable efforts to obtain the then
current market price for such securities but does not guarantee the best
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of securities. Securities determined to be acceptable
should be transferred via book entry or physically delivered, in proper form
for transfer, through an investment dealer, together with a completed and
signed Letter of Transmittal in approved form (available from investment
dealers). Investors who are contemplating an exchange of securities for
shares, or their representatives, must contact Eaton Vance to determine
whether the securities are acceptable before forwarding such securities. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
shares may create a taxable gain or loss. Each investor should consult his or
her tax adviser with respect to the particular federal, state and local tax
consequences of exchanging securities.

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

While normally payments will be made in cash for redeemed shares, the
Trust, subject to compliance with applicable regulations, has reserved the
right to pay the redemption price of shares of the Fund, either totally or
partially, by a distribution in kind of readily marketable securities
withdrawn from the Fund's portfolio. The securities so distributed would be
valued pursuant to the Fund'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.

SALES CHARGES

SALES CHARGE WAIVERS. Class A shares may be sold at net asset value to current
and retired Directors and Trustees of Eaton Vance funds, including the
Portfolio; to clients and current and retired officers and employees of Eaton
Vance, its affiliates and other investment advisers of Eaton Vance sponsored
funds; to officers and employees of IBT and the transfer agent; to persons
associated with law firms, consulting firms and others providing services to
Eaton Vance and the Eaton Vance funds; and to such persons' spouses, parents,
siblings and children and their beneficial accounts. Such shares may also be
issued at net asset value (1) in connection with the merger of an investment
company (or series or class thereof) with the Fund (or class thereof), (2) to
investors making an investment as part of a fixed fee program whereby an
entity unaffiliated with the investment adviser provides multiple investment
services, such as management, brokerage and custody, and (3) to investment
advisors, financial planners or other intermediaries who place trades for
their own accounts or the accounts of their clients and who charge a
management, consulting or other fee for their services; clients of such
investment advisors, financial planners or other intermediaries who place
trades for their own accounts if the accounts are linked to the master account
of such investment advisor, financial planner or other intermediary on the
books and records of the broker or agent. Class A shares may also be sold at
net asset value to registered representatives and employees of investment
dealers and bank employees who refer customers to registered representatives
of investment dealers; and to retirement and deferred compensation plans and
trusts used to fund those plans, including, but not limited to, those defined
in Section 401(a), 403(b) or 457 of the Internal Revenue Code of 1986, as
amended (the "Code") and "rabbi trusts". Class A shares may be sold at net
asset value to any investment advisory, agency, custodial or trust account
managed or administered by Eaton Vance or by any parent, subsidiary or other
affiliate of Eaton Vance. Class A shares are offered at net asset value to the
foregoing persons and in the foregoing situations because either (i) there is
no sales effort involved in the sale of shares or (ii) the investor is paying
a fee (other than the sales charge) to the investment dealer involved in the
sale.

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

DISTRIBUTION PLANS. The Trust has in effect a compensation-type Distribution
Plan (the "Class A Plan") for the Fund's Class A shares pursuant to Rule 12b-1
under the 1940 Act. The Class A Plan provides for the payment of a monthly
distribution fee to the principal underwriter in an amount equal to the
aggregate of (a) .50% of that portion of Class A average daily net assets for
any fiscal year which is attributable to its shares which have remained
outstanding for less than one year and (b) .25% of that portion of Class A
average daily net assets for any fiscal year which is attributable to its
shares which have remained outstanding for more than one year. Aggregate
payments to the principal underwriter under the Class A Plan are limited to
those permissible, pursuant to a rule of the National Association of
Securities Dealers, Inc.

The Trust also has in effect a compensation-type Distribution Plan (the
"Class B Plan") pursuant to Rule 12b-1 under the 1940 Act for the Fund's Class
B shares. The Class B Plan is designed to permit an investor to purchase
shares through an investment dealer without incurring an initial sales charge
and at the same time permit the principal underwriter to compensate investment
dealers in connection therewith. The Class B Plan provides that the Fund will
pay sales commissions and distribution fees to the principal underwriter only
after and as a result of the sale of shares. On each sale of shares (excluding
reinvestment of distributions), the Fund will pay the principal underwriter
amounts representing (i) sales commissions equal to 5% of the amount received
by the Fund for each share sold and (ii) distribution fees calculated by
applying the rate of 1% over the prime rate then reported in The Wall Street
Journal to the outstanding balance of uncovered distribution charges (as
described below) of the principal underwriter. To pay these amounts, Class B
pays the principal underwriter a fee, accrued daily and paid monthly, at an
annual rate not exceeding .75% of its average daily net assets to finance the
distribution of its shares. Such fees compensate the principal underwriter for
sales commissions paid by it to investment dealers on the sale of shares and
for interest expenses. For sales of Class B shares, the principal underwriter
uses its own funds to pay sales commissions (except on exchange transactions
and reinvestments) to investment dealers at the time of sale equal to 4% of
the purchase price of the Class B shares sold by such dealers. CDSCs paid to
the principal underwriter will be used to reduce amounts owed to it. The Class
B Plan provides that the Fund will make no payments to the principal
underwriter in respect of any day on which there are no outstanding uncovered
distribution charges of the principal underwriter. CDSCs and accrued amounts
will be paid by the Trust to the principal underwriter whenever there exist
uncovered distribution charges. Because payments to the principal underwriter
under the Class B Plan are limited, uncovered distribution charges (sales
commissions paid by the principal underwriter plus interest, less the above
fees and CDSCs received by it) may exist indefinitely. For the sales
commissions and CDSCs paid on (and uncovered distribution charges of) Class B
shares, see Appendix B.

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

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

The Plans continue in effect from year to year so long as such continuance
is approved at least annually by the vote of both a majority of (i) the
noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan
(the "Plan Trustees") and (ii) all of the Trustees then in office. Each Plan
may be terminated at any time by vote of a majority of the Plan Trustees or by
a vote of a majority of the outstanding voting securities of the applicable
Class. Each Plan requires quarterly Trustee review of a written report of the
amount expended under the Plan and the purposes for which such expenditures
were made. The Plans may not be amended to increase materially the payments
described therein without approval of the shareholders of the affected Class
and the Trustees. So long as a Plan is in effect, the selection and nomination
of the noninterested Trustees shall be committed to the discretion of such
Trustees. The Class A and Class B Plans were initially approved by the
Trustees, including the Plan Trustees, on June 23, 1997. The Trustees of the
Trust who are "interested" persons of the Fund have an indirect financial
interest in the Plans because their employers (or affiliates thereof) receive
distribution and/or service fees under the Plans or agreements related
thereto.

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

PERFORMANCE

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

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

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

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

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

TAXES

Each series of the Trust is treated as a separate entity for accounting
and tax purposes. The Fund has elected to be treated, and intends to qualify
each year, as a regulated investment company ("RIC") under the Code.
Accordingly, the Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute
substantially all of its net income and net short-term and long-term capital
gains in accordance with the timing requirements imposed by the Code, so as to
maintain its RIC status and to avoid paying any federal income or excise tax.
The Fund qualified as a RIC under the Code for its taxable year ended December
31, 1999. Because the Fund invests its assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements in order for the Fund to also satisfy these requirements.

Under current law, provided that the Fund qualifies as a RIC for federal
income tax purposes and the Portfolio is treated as a partnership for
Massachusetts and federal tax purposes, neither the Fund nor the Portfolio
should be liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.

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

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

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

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.

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

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

PORTFOLIO SECURITY TRANSACTIONS

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

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

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

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

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

For the fiscal years ended December 31, 1999, 1998 and 1997, the Portfolio
paid brokerage commissions of $672,640, $616,266 and $870,799 respectively,
with respect to portfolio security transactions. Of this amount, approximately
$356,429, $616,266 and $766,327, respectively, was paid in respect of
portfolio security transactions aggregating approximately $48,140,681,
$70,137,914 and $77,750,525, respectively, to firms which provided some
Research Services to the investment adviser's organization (although many of
such firms may have been selected in any particular transaction primarily
because of their execution capabilities).

FINANCIAL STATEMENTS

The audited financial statements of, and the independent auditors' reports
for the Fund and the Portfolio, appear in the Fund's most recent annual report
to shareholders which is incorporated by reference into this SAI. A copy of
the Fund's annual report accompanies this SAI. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information
to shareholders residing at the same address may be eliminated.

Registrant incorporates by reference the audited financial information for
the Fund and the Portfolio for the fiscal year ended December 31, 1999, as
previously filed electronically with the SEC (Accession No.
0000912057-00-010333).

<PAGE>

APPENDIX A

CLASS A FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES

During the fiscal year ended December 31, 1999, Class A paid distribution
fees under the Plan to the prinicpal underwriter aggregating $28,086. During
the fiscal year ended December 31, 1999, Class A made service fee payments to
the principal underwriter and investment dealers aggregating $16,425, of which
$12,738 was paid to investment dealers and the balance of which was retained
by the principal underwriter.

PRINCIPAL UNDERWRITER

The total sales charges paid in connection with sales of Class A shares
during the fiscal years ended December 31, 1999 and 1998, were $48,391 and
$26,771, respectively, of which $5,703 and $3,937, respectively, was received
by the principal underwriter. For the fiscal years ended December 31, 1999 and
1998, investment dealers received $42,688 and $22,834, respectively, from the
total sales charges.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class A shares for the period shown
in the table. Total return for the period prior to January 1, 1998 reflects
the total return of the predecessor to Class A. The "Value of Initial
Investment" reflects the deduction of the maximum sales charge of 5.75%. Past
performance is no guarantee of future results. Investment return and principal
value will fluctuate; shares, when redeemed, may be worth more or less than
their original cost.

<TABLE>
VALUE OF A $1,000 INVESTMENT

TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ------------------------ -----------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ----------------------- ---------- ---------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund 5/2/94 $942.51 $1,130.07 19.90% 3.25% 13.01% 2.18%
5 Years Ended
12/31/99 12/31/94 $942.59 $1,147.37 21.73% 4.01% 14.74% 2.79%
1 Year Ended
12/31/99 12/31/98 $942.90 $1,955.95 107.44% 107.44% 95.60% 95.60%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class A shares of the
Fund, except James B. Hawkes, President and Trustee of the Trust, who owns
1.6% of such Class A shares. As of March 31, 2000, Merrill Lynch, Pierce,
Fenner & Smith, Inc., Jacksonville, FL 32246 were the record owner of
approximately 10.3% of the Class A shares of the Fund, which was held on
behalf of its customers who are the beneficial owners of such shares, and as
to which they had voting power under certain limited circumstances. As of the
same date, the Eaton Vance Profit Sharing Retirement Plan was the record owner
of 10.3% of the Class A shares of the Fund. To the knowledge of the Trust, no
other person owned of record or beneficially 5% or more of the Fund's
outstanding Class A shares as of such date.

<PAGE>

APPENDIX B

FEES, PERFORMANCE AND OWNERSHIP

DISTRIBUTION AND SERVICE FEES

During the fiscal year ended December 31, 1999, the principal underwriter
paid to investment dealers sales commissions of $48,367 on sales of Class B
shares. During the same period, the Fund paid distribution fees to the
principal underwriter under the Distribution Plan aggregating $248,269 and the
principal underwriter received approximately $767,000 in CDSCs imposed on
early redeeming shareholders. These distribution payments and CDSC payments
reduced uncovered distribution charges under the Plan. As at December 31,
1999, the outstanding uncovered distribution charges of the principal
underwriter calculated under the Plan amounted to approximately $1,788,000
(which amount was equivalent to approximately 5.2% of the net assets
attributable to Class B on such day). During the fiscal year ended December
31, 1999, the Fund made service fee payments to the principal underwriter and
investment dealers aggregating $79,470, of which $69,603 was paid to
investment dealers and the balance of which was retained by the principal
underwriter.

PRINCIPAL UNDERWRITER

PERFORMANCE INFORMATION

<TABLE>
VALUE OF A $1,000 INVESTMENT

<CAPTION>
VALUE OF VALUE OF
INVESTMENT INVESTMENT
BEFORE AFTER TOTAL RETURN TOTAL RETURN
DEDUCTING DEDUCTING BEFORE DEDUCTING THE AFTER DEDUCTING
MAXIMUM MAXIMUM MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT CDSC CDSC ------------------------ ------------------------
INVESTMENT PERIOD DATE ON 12/31/99 ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
----------------- ---------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund 5/2/94 $1,165.00 $1,155.00 16.50% 2.73% 15.50% 2.57%
5 Years Ended
12/31/99 12/31/94 $1,183.94 $1,163.94 18.39% 3.43% 16.39% 3.08%
1 Year Ended
12/31/99 12/31/98 $2,058.30 $2,008.30 105.83% 105.83% 100.83% 100.83%
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding Class B shares of the
Fund. As of March 31, 2000, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Jacksonville, FL 32246 was the record owner of approximately 14.3% of the
outstanding Class B shares which were held on behalf of its customers who are
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding Class B
shares as of such date.

<PAGE>

APPENDIX C

COUNTRY INFORMATION

The information set forth in this Appendix has been extracted from various
government and private publications. The Trust's Board of Trustees make no
representation as to the accuracy of the information, nor has the Board of
Trustees attempted to verify it. Moreover, the information is as of the date
of this SAI (or such other date as set forth below). This information is
expected to change substantially during the period in which this SAI is in
use. No representation is made that any correlation will exist between the
economies or stock markets of REE ("The Rupee Region") Region countries and
the Fund's performance.

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 "investment
adviser"). Unless otherwise indicated, all amounts are expressed in United
States dollars.

INDIA

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 1,054 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. Hindi is one of the major languages, with English also
being used widely in official and business communications. With a middle class
of approximately 150 million people, India constitutes one of the largest
markets in the world.

Unlike certain other emerging market countries, India has a long tradition
of trade and markets, despite the central planning of the economy carried out
by the Indian government in the first decades after India's independence. The
Bombay Stock Exchange, for example, was founded over 120 years ago, is the
oldest stock exchange in Asia and currently lists almost 5,855 companies, more
than the New York Stock Exchange.

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

Modern economic development in India began in the mid-1940's with the
publication of the Bombay Plan. The Planning Commission was established in
1950 to assess the country's available resources and to identify growth areas.
A centrally planned economic model was adopted, and in order to control the
direction of private investment, most investment and major economic decisions
required government approval. Foreign investment was allowed only selectively.
This protectionist regime held back development of India's economy until the
mid-1980's when there began a gradual move towards the liberalization and
market orientation of the economy. After the liberalization measures, which
began in 1985, the annual growth of the country's real gross domestic product
has risen from an average 3-4% since the 1940's to an average 5.7% between
1991 and 1997.

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 investment 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. Dematerialization (paperless)
trading began in 1997 and as of the date hereof more than 550 companies have
joined the National Securities Depository Ltd. (NSDL) offering demat
facilities to investors. These companies represent about 80% of the market
capitalization of the Indian market.

The government has also cut subsidies to ailing public sector businesses.
Further cuts, and privatizations, are expected, although resistance by labor
unions and other interest groups may hinder this process. Continuing the
reform process, recent budgets have implemented tax cuts for the corporate
sector and reductions in import duties. In sum, the government's new policies
seek to expand opportunities for entrepreneurship in India. The new government
has begun well by managing to pass two crucial bills in the Parliament -- a)
the Insurance Bill permitting private and foreign participation in the
insurance sector, and b) the Foreign Exchange Management Bill (FEMA) which
relaxes norms for foreign exchange transactions.

Foreign investors have responded to these trends by putting resources into
the Indian economy. According to the Reserve Bank of India, total inflows,
including both foreign direct and foreign portfolio investment, rose from
about $150 million in fiscal year 1992 to over $4.6 billion in fiscal year
1997. India's foreign exchange reserves, which had fallen to about $1 billion
in 1991, were $34 billion in November, 1999. Future direction of foreign
investment flows, however is dependent on clear cut policy thrust from the new
government.

In Pakistan, Prime Minister Mohammad Nawaz Sharif, although involved in
political controversy in late 1997, has attempted to continue many of the
liberalization policies already established. In Sri Lanka, the government
continues to review and revise laws, regulations and procedures with the goal
of promoting a competitive business environment and reducing unnecessary
government regulation. As a result, international investors have showed
increasing interest in Pakistan and Sri Lanka. The Portfolio has no current
intention to invest more than 5% of its assets in companies in the Indian
subcontinent located in other than India, Pakistan or Sri Lanka.

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

PAKISTAN

Pakistan, occupying an area of about 800,000 square kilometers, is bounded
in the south by the Arabian Sea and India and in the north by China and
Afghanistan. To the west and northwest are Iran and Afghanistan and to the
east is India. The capital is Islamabad. Karachi is the biggest commercial and
industrial city.

Pakistan is the world's ninth most populous country. The population is
currently estimated at approximately 137 million, with an annual population
growth rate of 3.0%. The national language is Urdu, although English is widely
spoken and understood throughout the country.

Pakistan was created in 1947, in response to the demands of Indian Muslims
for an independent homeland, by the partition from British India of two Muslim
majority areas. In 1971, a civil war in East Pakistan culminated in
independence for East Pakistan (now Bangladesh). Over the past 50 years,
pakistan and India have gone to war two times, and intermittent border
exchanges occur at times. In particular, relations with India remain
unfriendly over the disputed territory of Kasmir, with its majority Muslim
population.

In earlier decades, Pakistan had a federal parliamentary system. Economic
development since 1955 has taken place within the framework of successive
five-year plans which established growth targets and allocations of public
sector investment. However, the lack of realistic targets, plans and
successful policy implementation had finally caused problems. In November
1999, a military coup deposed Mr. Nawaz Sharif. There is so far no definite
timetable for a return to democracy. Political stability is critical before
investor's confidence returns.

Mr. Nawaz Sharif was preceded as Prime Minister by Mr. Meraj Khalid who
was named to head an interim government until the new government could be
elected following the Presidential removal of the Ms. Benazir Bhutto's
Government on November 3, 1996. Mr. Nawaz Sharif was elected on February 3,
1997 to a five year term. The caretaker government of Prime Minister Meraj
Khalid in consultation with President Farooq Leghari introduced certain
structural reforms into the Pakistan economy in order to reduce the budget
deficit, including the reduction of non-developmental projects and government
spending by reducing the number of government agencies and by making the State
Bank of Pakistan ("Central Bank") largely autonomous. Mr. Nawaz Sharif's
government is expected to continue the implementation of most of these
reforms, alongside accelerating the process of privatization and deregulation
of the economy to enhance industrial, commercial and export activities.

Periodic civil unrest witnessed in 1995 appears to have largely subsided
and the metropolitan city of Karachi, the commercial heart of Pakistan, has
largely regained its stability and economic vibrance. Therefore, in addition
to the ongoing international investment in infrastructure projects, foreign
and national private investments may gain momentum in other sectors of the
economy.

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.

Economic development since 1955 has taken place within the framework of
successive five-year plans which established growth targets and allocations of
public sector investment. In addition, annual development plans are prepared
indicating yearly allocation of investment and the program for economic
development in the public and private sectors.

For most of the 1980's, the Pakistani economy showed strong growth, with
GDP increasing at over 6% per annum. Over the past decade, despite a rapid
increase in the labor force, real wages in both rural and urban areas rose
substantially. However, the latter part of the decade was characterized by
increasing fiscal and external deficits, infrastructure deficiencies and
disruptions in production. In 1989, the government initiated a three year
structural adjustment program with the assistance of the International
Monetary Fund. The program sought to redress the growing macroeconomic
imbalances resulting from the large fiscal deficits and to increase
productivity through major structural reforms in the industrial and financial
sectors.

The government of Pakistan has been heavily involved in the economy
through ownership of financial and industrial enterprises, investment policies
and incentives, and taxation programs established in the five-year economic
plans. Recent governments, however, have announced various liberalization
measures, including banking reforms and a number of measures designed to
encourage the private sector.

In February 1991, the government announced a twenty-five point
liberalization and reform package. In particular, no approval would be
required for the issue and transfer of shares and the issue of capital by
companies in all but a few specified industries, and Pakistanis residing
overseas and foreign investors would be permitted to purchase listed shares
and to transfer capital and dividends without approval. The government has
also embarked on a major privatization program and a large number of public
sector entities have been offered for sale. Government owned banks,
telecommunications and power generation and gas distribution companies are
scheduled for privatization.

Pakistan's GDP growth for 1999 is approximately 5.4%. The projection for
economic growth for 1999 is approximately 3.3%. Inflation in 1997 was in
excess of 9%.

SRI LANKA

Sri Lanka, historically known as Ceylon, is an island of about 65,000
square kilometers, situated off the southeast coast of India. It has a
relatively well-educated population, with 10% of the 19 million Sri Lankans
speaking English and a literacy rate (in Sinhalese and Tamil) of nearly 90%.

A former British colony, Ceylon became an independent Commonwealth in 1948
and became the Democratic Socialist Republic of Sri Lanka in 1972. Sri Lanka
is governed by a popularly elected President and unicameral Parliament.

In the parliamentary elections held in August 1994, the People's Alliance
led by Mrs. Chandrika Kumaratunga managed to form the government ending the
17-year regime of the United National Party. The People's Alliance has further
consolidated its position by the victory of Mrs. Chandrika Kumaratunga in the
presidential elections held in November 1994. The new government has accorded
top priority for settling the ethnic conflict with the Tamils in the north and
had initiated peace talks with the LTTE. In 1999, however, hostility with the
Tamil Tigers was continuing.

Sri Lanka's most dynamic industries now are food processing, textiles and
apparel, food and beverages, telecommunications, and insurance and banking. By
1996 plantation crops made up only 20% of exports (compared with 93% in 1970),
while textiles and garments accounted for 63%. GDP grew at an annual average
rate of 5.5% throughout the 1990s until a drought and a deteriorating security
situation lowered growth to 3.8% in 1996. The economy rebounded in 1997-98
with growth of 6.4% and 4.7%. For the next round of reforms, the central bank
of Sri Lanka recommends that Colombo expand market mechanisms in nonplantation
agriculture, dismantle the government's monopoly on wheat imports, and promote
more competition in the financial sector.

Although tourism has been adversely affected by the conflict with the
Tamils, GDP growth was more than 4.7% in 1998.

* * *

<PAGE>

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 2000

EATON VANCE INSTITUTIONAL SHORT TERM
TREASURY FUND
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
(800) 225-6265

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

TABLE OF CONTENTS Page

Investment Restrictions ............................................. 2
Trustees and Officers ............................................... 3
Control Persons and Principal Holders of Securities ................. 4
Manager ............................................................. 5
Custodian ........................................................... 5
Determination of Net Asset Value .................................... 6
Investment Performance .............................................. 6
Taxes ............................................................... 7
Principal Underwriter ............................................... 8
Service Plan ........................................................ 8
Portfolio Security Transactions ..................................... 8
Other Information ................................................... 10
Financial Statements ................................................ 11

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

THIS IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUND'S PROSPECTUS DATED MAY
1, 2000, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY
REFERENCE. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, WHICH MAY BE OBTAINED WITHOUT CHARGE BY
CALLING 1-800-225-6265.

<PAGE>

This Statement of Additional Information ("SAI") provides information about
the Fund. Capitalized terms used in this SAI and not otherwise defined herein
have the meanings given them in the prospectus.

INVESTMENT RESTRICTIONS

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

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

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

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

(4) Purchase or sell physical commodities or futures contracts for the
purchase or sale of physical commodities, provided that the Fund may enter
into all types of futures and forward contracts on currency, securities and
securities, economic and other indices and may purchase and sell options on
such futures contracts;

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

(6) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial, maintenance or
variation margin in connection with all types of options and futures contract
transactions is not considered the purchase of a security on margin; or

(7) Invest 25% or more of its total assets in any single industry
(provided there is no limitation with respect to obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities).

Notwithstanding the investment policies and restrictions of the Fund, the
Fund may, upon Trustee approval, invest its assets in one or more open-end
investment companies to the extent permitted by the 1940 Act.

The Fund has adopted the following nonfundamental investment policies
which may be changed by the Trustees of the Trust without approval by the
Fund's shareholders. As a matter of nonfundamental policy, the Fund may not:

(a) invest more than 15% of its net assets in investments which are not
readily marketable, including restricted securities and repurchase agreements
with a maturity longer than seven days. Restricted securities for the purposes
of this limitation do not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 and commercial paper issued
pursuant to Section 4(2) of said Act that the Board of Trustees of the Trust,
or their delegate, determines to be liquid. Any such determination by a
delegate will be made pursuant to procedures adopted by the Board. If the Fund
invests in Rule 144A securities, the level of portfolio illiquidity may be
increased to the extent that eligible buyers become uninterested in purchasing
such securities; or

(b) make short sales of securities or maintain a short position, unless at
all times when a short position is open the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of the
Fund's net assets (taken at current value) is held as collateral for such
sales at any time.

Whenever an investment policy or investment restriction set forth in the
prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, such percentage limitation shall be
determined immediately after and as a result of the Fund's acquisition of such
security or asset. Accordingly, any later increase or decrease resulting from
a change in values, assets or other circumstances, will not compel the Fund to
dispose of such security or other asset. Notwithstanding the foregoing, the
Fund must always be in compliance with the limitation on investing in illiquid
securities and the borrowing policies set forth above.

TRUSTEES AND OFFICERS

The Trustees and officers of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Unless otherwise noted, the business
address of each Trustee and officer is The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, which is also the address of the Fund's
investment adviser, Eaton Vance; of Eaton Vance's wholly-owned subsidiary,
Boston Management and Research ("BMR"); of Eaton Vance's parent, Eaton Vance
Corp. ("EVC"); and of Eaton Vance's and BMR's trustee, Eaton Vance, Inc.
("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those
Trustees who are "interested persons" of the Trust, as defined in the 1940
Act, are indicated by an asterisk(*).

JAMES B. HAWKES (58), President and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR and their
corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee
and officer of various investment companies managed by Eaton Vance or BMR.

JESSICA M. BIBLIOWICZ (38), Trustee*
President and Chief Executive Officer of National Financial Partners (a
financial services company) (since April, 1999). President and Chief
Operating Officer of John A. Levin & Co. (a registered investment advisor)
(July, 1997 to April, 1999) and a Director of Baker, Fentress & Company
which owns John A. Levin & Co. (July, 1997 to April, 1999). Executive Vice
President of Smith Barney Mutual Funds (from July, 1994 to June, 1997).
Elected Trustee October 30, 1998. Trustee of various investment companies
managed by Eaton Vance or BMR since October 30, 1998.
Address: 1301 Avenue of the Americas, New York, New York 10019

JACK L. TREYNOR (70), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

MICHAEL B. TERRY (57), Vice President
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

EDWARD E. SMILEY, JR. (55), Vice President
Vice President of Eaton Vance and BMR since November 1, 1996, Senior Product
Manager, Equity Management for TradeStreet Investment Associates, Inc., a
wholly-owned subsidiary of Nations Bank (1992-1996). Officer of various
investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (54), Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (59), Secretary
Vice President, Secretary and Chief Legal Officer of Eaton Vance, BMR, EVC and
EV. Prior to joining Eaton Vance on November 1, 1996, he was a Partner of
the law firm of Kirkpatrick & Lockhart LLP, New York and Washington, D.C.,
and was Executive Vice President of Neuberger & Berman Management, Inc., a
mutual fund management company. Officer of various investment companies
managed by Eaton Vance or BMR.

JANET E. SANDERS (64), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (37), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (42), Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
managed by Eaton Vance or BMR.

The Nominating Committee of the Board of Trustees of the Trust is
comprised of the Trustees who are not "interested persons" as that term is
defined under the 1940 Act ("noninterested Trustees"). The purpose of the
Committee is to recommend to the Board nominees for the position of
noninterested Trustee and to assure that at least a majority of the Board of
Trustees is independent of Eaton Vance and its affiliates.

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

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

Trustees of the Trust who are not affiliated with the investment adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Trust in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Fund's assets, liabilities, and net
income per share, and will not obligate the Trust to retain the services of
any Trustee or obligate the Trust to pay any particular level of compensation
to the Trustee. The Trust does not have a retirement plan for its Trustees.

The fees and expenses of the noninterested Trustees of the Trust are paid
by the Fund (and the other series of the Trust). (The Trustees of the Trust
who are members of the Eaton Vance organization receive no compensation from
the Trust.) During the fiscal year ended December 31, 1999, the noninterested
Trustees of the Trust earned the following compensation in their capacities as
Trustees of the Trust and the funds in the Eaton Vance fund complex(1):

SOURCE OF JESSICA M. DONALD R. SAMUEL L. NORTON H. LYNN A. JACK L.
COMPENSATION BIBLIOWICZ DWIGHT HAYES, III REAMER STOUT TREYNOR
--------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Trust(2) ............................ $ 3,099 $ 2,755 $ 3,053 $ 2,819 $ 3,052 $ 2,990
Trust and Fund Complex .............. 160,000 160,000(3) 170,000 160,000 160,000(4) 170,000

- ------------
(1) As of May 1, 2000, the Eaton Vance fund complex consists of 143 registered investment companies or series thereof.
(2) The Trust consisted of 9 Funds as of December 31, 1999.
(3) Includes $60,000 of deferred compensation.
(4) Includes $16,000 of deferred compensation.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As
of March 31, 2000, the following shareholders held of record the percentage of
outstanding shares of the Fund indicated after their names: Eli Lilly and
Company, Indianapolis, IN (34.9%); The Quaker Oats Company, Chicago, IL
(19.4%); Eaton Vance Distributors, Inc., Boston, MA (13.7%); PPD Pharmaco
Inc., Wilmington, NC (11.1%); Genesco, Inc., Nashville, TN (6.9%); and
Database Technologies, Inc., Boca Raton, FL (5.3%). Beneficial owners of 25%
or more of Fund shares are presumed to be in control for purposes of voting on
certain matters submitted to shareholders. To the knowledge of the Trust, no
other person owned of record or beneficially 5% or more of the Fund's
outstanding shares as of such date.

MANAGER

The Fund engages Eaton Vance as its manager pursuant to a Management
Agreement dated October 19, 1998. Eaton Vance manages the investments and
affairs of the Fund subject to the supervision of the Trust's Board of
Trustees. Eaton Vance furnishes to the Fund investment advice and assistance,
administrative services, office space, equipment and personnel, and has
arranged for certain members of the Eaton Vance organization to serve without
salary as officers or Trustees of the Trust.

For a description of the compensation that the Fund pays Eaton Vance under
the Management Agreement, see the prospectus. As of December 31, 1999, the
Fund had net assets of $1,001,785. For the period from the start of business,
January 4, 1999, to December 31, 1999, the Fund paid Eaton Vance management
fees of $1,772,097 (equivalent to 0.35% of the Fund's average daily net assets
for such period).

The Management Agreement with Eaton Vance continues in effect from year to
year for so long as such continuance is approved at least annually (i) by the
vote of a majority of the noninterested Trustees cast in person at meeting
specifically called for the purpose of voting on such approval and (ii) by the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Fund. The Agreement may be terminated at any time
without penalty on sixty (60) days' written notice by the Board of Trustees of
either party, or by vote of the majority of the outstanding voting securities
of the Fund, and the Agreement will terminate automatically in the event of
its assignment. The Agreement provides that Eaton Vance may render services to
others and may permit other fund clients and other corporations and
organizations to use the words "Eaton Vance" in their names. The Agreement
also provides that, in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under the Agreement
on the part of Eaton Vance, Eaton Vance shall not be liable to the Fund or to
any shareholder for any act or omission in the course of or connected with
rendering services or for any losses sustained in the purchase, holding or
sale of any security.

The Fund will be responsible for all costs and expenses not expressly
stated to be payable by Eaton Vance under the Management Agreement or by the
Principal Underwriter under its Distribution Agreement with the Fund. Such
costs and expenses to be borne by the Fund include, without limitation, the
fees and expenses of the Fund's custodian and transfer agent, including those
incurred for determining the Fund's net asset value and keeping the Fund's
books; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements, and other expenses of shareholders'
meetings; insurance premiums; printing and mailing expenses; interest, taxes
and corporate fees; legal and accounting expenses; compensation and expenses
of Trustees not affiliated with Eaton Vance; and investment advisory fees. The
Fund will also bear expenses incurred in connection with litigation in which
the Fund is a party and any legal obligation the Fund may have to indemnify
the Trust's officers and Trustees with respect thereto, to the extent not
covered by insurance.

Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR.
The Directors of EVC are James B. Hawkes, John G. L. Cabot, Leo I. Higdon,
Jr., John M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. All of the
issued and outstanding shares of Eaton Vance are owned by EVC. All of the
issued and outstanding shares of BMR are owned by Eaton Vance. All shares of
the outstanding Voting Common Stock of EVC are deposited in a Voting Trust,
the Voting Trustees of which are Messrs. Hawkes, Jeffrey P. Beale, Alan R.
Dynner, Thomas E. Faust, Jr., Thomas J. Fetter, Scott H. Page, Duncan W.
Richardson, William M. Steul, Payson F. Swaffield, Michael W. Weilheimer and
Wharton P. Whitaker (all of whom are officers of Eaton Vance). The Voting
Trustees have unrestricted voting rights for the election of Directors of EVC.
All of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of Eaton Vance and BMR who are also
officers, or officers and Directors of EVC and EV. As indicated under
"Trustees and Officers," all of the officers of the Trust (as well as Mr.
Hawkes who is also a Trustee) hold positions in the Eaton Vance organization.

CUSTODIAN

Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston, MA
02116, serves as custodian for the Fund. IBT has the custody of all cash and
securities of the Fund, maintains the Fund's general ledger, and computes the
daily per share net asset value. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Fund's investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Trust. IBT also provides services in connection with the preparation of
shareholder reports and the electronic filing of such reports with the SEC.
EVC and its affiliates and their officers and employees from time to time have
transactions with various banks, including the Fund's custodian, IBT. It is
Eaton Vance's opinion that the terms and conditions of such transactions were
not and will not be influenced by existing or potential custodial or other
relationships between the Fund and such banks.

DETERMINATION OF NET ASSET VALUE

The Fund's net asset value is determined by IBT (as agent for the Fund) in
the manner described under "Valuing Shares" in the prospectus. The Fund will
be closed for business and will not price its shares on the following business
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

INVESTMENT PERFORMANCE

The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Fund shares for the period from the
start of business, January 4, 1999 to December 31, 1999. Past performance is
no guarantee of future results. Investment return and principal value will
fluctuate; shares, when redeemed, may be worth more or less than their
original cost.

VALUE OF $1,000 INVESTMENT

INVESTMENT VALUE OF TOTAL RETURN
INVESTMENT INVESTMENT AMOUNT OF INVESTMENT ------------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED
---------- --------- ---------- ----------- ----------- -----------
Life of Fund 1/4/99 $1,000.00 $1,043.19 4.32% N/A

Yield is computed pursuant to a standardized formula by dividing its net
investment income per share earned during a recent thirty-day period by the
net asset value per share on the last day of the period and annualizing the
resulting figure. Net investment income per share is calculated from the
yields to maturity of all debt obligations in the Fund's portfolio based on
prescribed methods, reduced by accrued Fund expenses for the period, with the
resulting number being divided by the average daily number of Fund shares
outstanding and entitled to receive dividends during the period.

The Fund's yield and total return may be compared to the Consumer Price
Index and various domestic, international and global securities indices. The
Fund's yield and total return and comparisons with these indices may be used
in advertisements and in information furnished to present or prospective
shareholders.

In addition, evaluations of the Fund's performance, rankings or ratings of
mutual funds (which include the Fund) made by independent sources may be used
in advertisements and in information furnished to present or prospective
shareholders.

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

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

-- cost associated with aging parents;

-- funding a college education (including its actual and estimated
cost);

-- health care expenses (including actual and projected expenses);

-- long-term disabilities (including the availability of, and coverage
provided by, disability insurance); and

-- retirement (including the availability of social security benefits,
the tax treatment of such benefits and statistics and other
information relating to maintaining a particular standard of living
and outliving existing assets).

TAXES

Each series of the Trust is treated as a separate entity for federal
income tax purposes. The Fund has elected to be treated and to qualify each
year as a regulated investment company ("RIC") under the Code. Accordingly,
the Fund intends to satisfy certain requirements relating to sources of its
income and diversification of its assets and to distribute a sufficient amount
of its investment company taxable income so as to effect such qualification.
The Fund may also distribute part or all of its net investment income and net
realized capital gains in accordance with the timing requirements imposed by
the Code, so as to reduce or avoid any federal income or excise tax to the
Fund. Provided the Fund qualifies as a RIC for federal tax purposes, the Fund
is not liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts. In the unlikely event that the Fund fails to
qualify as a RIC, it would be subject to federal income tax at corporate rates
and all distributions from earnings and profits would be taxable to
shareholders as ordinary income. In order to requalify for taxation as a RIC,
the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest, and make certain distributions.

Under the Code, the redemption or exchange of shares of a regulated
investment company normally results in capital gain or loss if such shares are
held as capital assets. Section 1258 of the Code recharacterizes all or a
portion of any capital gain from the disposition or other termination of a
position held as part of a "conversion transaction" as ordinary income.
Conversion transactions include, among other things, certain transactions
which are marketed or sold as producing a capital gain. Investors should
consult their own tax advisers concerning whether Section 1258 may apply to
their transactions in Fund shares.

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

The Fund's investment in securities acquired at a market discount may, or
in zero coupon and certain other securities with original issue discount
generally will, cause it to realize income prior to the receipt of cash
payments with respect to these securities. The Fund may be required to
liquidate portfolio securities that it might otherwise have continued to hold
in order to generate cash for distribution of such taxable income to
shareholders in order to avoid a fund-level tax.

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

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

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

PRINCIPAL UNDERWRITER

Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance Building, 255
State Street, Boston, MA 02109, is the Fund's principal underwriter. The
principal underwriter acts as principal in selling shares under a Distribution
Agreement with the Trust. The expenses of printing copies of prospectuses used
to offer shares and other selling literature and of advertising is borne by
the principal underwriter. The fees and expenses of qualifying and registering
and maintaining qualifications and registrations of the Fund and its shares
under federal and state securities laws are borne by the Fund. The
Distribution Agreement is renewable annually by the Trust's Board of Trustees
(including a majority of the noninterested Trustees who have no direct or
indirect financial interest in the operation of the Fund's Service Plan or the
Distribution Agreement), may be terminated on sixty days' notice either by
such Trustees or by vote of a majority of the outstanding voting securities of
the Fund or on six months' notice by the Principal Underwriter, and is
automatically terminated upon assignment. The principal underwriter
distributes Fund shares on a "best efforts" basis under which it is required
to take and pay for only such shares as may be sold. EVD is a wholly-owned
subsidiary of EVC. Mr. Hawkes is a Vice President and Director and Messrs.
Dynner and O'Connor are Vice Presidents of EVD.

SERVICE PLAN

The Trust on behalf of the Fund has adopted 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 "NASD"). (Management
believes service fee payments are not distribution expenses governed by Rule
12b-1 under the 1940 Act, but has chosen to have the Plan approved as if that
Rule were applicable.) The following supplements the discussion of the Plan
contained in the prospectus.

The Plan remains in effect from year to year provided such continuance is
approved by a vote of both a majority of (i) the noninterested Trustees who
have no direct or indirect financial interest in the operation of the Plan or
any agreements related to it (the "Plan Trustees") and (ii) all of the
Trustees then in office, cast in person at a meeting (or meetings) called for
the purpose of voting on this Plan. The Plan may be terminated any time by
vote of the Plan Trustees or by a vote of a majority of the outstanding shares
of the Fund. The Plan was approved, with respect to the Fund, by the Trustees,
including the Plan Trustees, on October 19, 1998.

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

For the period from the start of business, January 4, 1999, to December
31, 1999, the Fund made service fee payments under the Service Plan
aggregating $1,265,995, of which $1,265,113 was paid to investment dealers and
the balance of which was retained by the principal underwriter.

PORTFOLIO SECURITY TRANSACTIONS

Decisions concerning the execution of Fund portfolio security
transactions, including the selection of the market and the executing firm,
are made by Eaton Vance. Eaton Vance is also responsible for the execution of
transactions for all other accounts managed by it.

Eaton Vance places the portfolio security transactions of the Fund and of
all other accounts managed by it for execution with many firms. Eaton Vance
uses its best efforts to obtain execution of portfolio security transactions
at prices which are advantageous to the Fund and (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, Eaton Vance will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors including
without limitation the full range and quality of the broker-dealer's services,
the value of the brokerage and research services provided, the responsiveness
of the broker-dealer to Eaton Vance, the size and type of the transaction, the
general execution and operational capabilities of the executing firm, the
nature and character of the market for the security, the confidentiality,
speed and certainty of effective execution required for the transaction, the
reputation, reliability, experience and financial condition of the firm, the
value and quality of services rendered by the firm in this and other
transactions, and the reasonableness of the commission or spread, if any. The
U.S. Treasury bills, notes and bonds purchased and sold by the Fund are
generally traded in the over-the-counter market on a net basis (i.e., without
commission) through dealers and banks acting for their own account rather than
as brokers, and the Fund may also acquire such obligations in the periodic
auctions of the U.S. Treasury. Firms acting for their own account attempt to
profit from such transactions by buying at the bid price and selling at a
higher asked price for such obligations, and the difference between such
prices is customarily referred to as the spread. While it is anticipated that
the Fund will not pay significant brokerage commissions in connection with
such portfolio security transactions, on occasion it may be necessary or
appropriate to purchase or sell a security through a broker on an agency
basis, in which case the Fund will incur a brokerage commission. Although
spreads or commissions on portfolio security transactions will, in the
judgment of Eaton Vance, be reasonable in relation to the value of the
services provided, spreads or commissions exceeding those which another firm
might charge may be paid to firms who were selected to execute transactions on
behalf of the Fund and Eaton Vance's other clients for providing brokerage and
research services to Eaton Vance.

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

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

The Fund and Eaton Vance may also receive Research Services from
underwriters and dealers in fixed price offerings, which Research Services are
reviewed and evaluated by Eaton Vance in connection with its investment
responsibilities. The investment companies sponsored by Eaton Vance or BMR may
allocate brokerage commissions to acquire information relating to the
performance, fees and expenses of such companies and other mutual funds, which
information is used by the Trustees of such companies to fulfill their
responsibility to oversee the quality of the services provided by various
entities, including Eaton Vance, to such companies. Such companies may also
pay cash for such information.

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

Securities considered as investments for the Fund may also be appropriate
for other investment accounts managed by Eaton Vance or its affiliates.
Whenever decisions are made to buy or sell securities by the Fund and one or
more of such other accounts simultaneously, Eaton Vance will allocate the
security transactions (including "hot" issues) in a manner which it believes
to be equitable under the circumstances. As a result of such allocations,
there may be instances where the Fund will not participate in a transaction
that is allocated among other accounts. If an aggregated order cannot be
filled completely, allocations will generally be made on a pro rata basis. An
order may not be allocated on a pro rata basis where, for example: (i)
consideration is given to portfolio managers who have been instrumental in
developing or negotiating a particular investment; (ii) consideration is given
to an account with specialized investment policies that coincide with the
particulars of a specific investment; (iii) pro rata allocation would result
in odd-lot or de minimis amounts being allocated to a portfolio or other
client; or (iv) where Eaton Vance reasonably determines that departure from a
pro rata allocation is advisable. While these aggregation and allocation
policies could have a detrimental effect on the price or amount of the
securities available to the Fund from time to time, it is the opinion of the
Trustees of the Trust and the Fund that the benefits from the Eaton Vance
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions. For the period from the start of business, January
4, 1999, to December 31, 1999, the Fund paid no brokerage commissions on
portfolio security transactions.

PORTFOLIO TURNOVER
The Fund cannot accurately predict its portfolio turnover rate, but it is
anticipated that the annual turnover rate will generally not exceed 25%
(excluding maturity of securities). The Fund engages in portfolio trading
(including short-term trading) if it believes that a transaction including all
costs will help in achieving its investment objective either directly by
increasing income or indirectly by enhancing the Fund's net asset value.

OTHER INFORMATION

The Fund is a series of the Trust, which is organized as a business trust
under Massachusetts law under a Declaration of Trust dated March 27, 1989, as
amended. On July 21, 1992, the Trust changed its name from Eaton Vance Special
Equities Fund to Eaton Vance Special Investment Trust. Eaton Vance, pursuant
to its agreement with the Trust, controls the use of the words "Eaton Vance"
and "EV" in the Fund's name and may use the words "Eaton Vance" or "EV" in
other connections and for other purposes.

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

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

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

FINANCIAL STATEMENTS

Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA are the independent
auditors' of the Fund, providing audit services, tax preparation, and
assistance and consultation with respect to the preparation of filings with
the SEC. The audited financial statements of and the independent auditors'
report for the Fund, appear in the Fund's most recent annual report to
shareholders, which is incorporated by reference into this SAI. A copy of the
Fund's annual report accompanies this SAI. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information
to shareholders residing at the same address may be eliminated.

Registrant incorporates by reference the audited financial information for
the Fund for the fiscal year ended December 31, 1999, as previously filed
electronically with the SEC (Accession No. 0000912057-00-009602).

<PAGE>

STATEMENT OF
ADDITIONAL INFORMATION
May 1, 2000

EATON VANCE SMALL COMPANY GROWTH FUND

255 State Street
Boston, Massachusetts 02109
(800) 225-6265

This Statement of Additional Information ("SAI") provides general
information about the Fund and the Portfolio. The Fund is a series of Eaton
Vance Special Investment Trust. Capitalized terms used in this SAI and not
otherwise defined have the meanings given to them in the prospectus. This SAI
contains additional information about:

PAGE
Strategies and Risks..................................................2
Investment Restrictions...............................................5
Management and Organization...........................................7
Investment Advisory and Administrative Services......................12
Other Service Providers..............................................13
Purchasing and Redeeming Shares......................................14
Sales Charges........................................................17
Performance..........................................................20
Certain Holders of Fund Shares.......................................21
Taxes................................................................21
Portfolio Security Transactions......................................24
Financial Statements.................................................26

THIS IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUND'S PROSPECTUS DATED MAY 1,
2000, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY
REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS, WHICH MAY
BE OBTAINED BY CALLING 1-800-225-6265.

<PAGE>

STRATEGIES AND RISKS

The Portfolio invests primarily in common stocks of small growth companies.
The Portfolio may also invest in securities convertible into common stock,
preferred stocks and money market instruments (to meet anticipated redemption
requests or while investment of cash is pending). The Fund is subject to the
same investment policies as those of the Portfolio.

FOREIGN SECURITIES. Investing in securities issued by companies whose principal
business activities are outside the United States may involve significant risks
not present in domestic investments. For example, investments in foreign
securities involve the risk of possible adverse changes in investment or
exchange control regulations, expropriation or confiscatory taxation, limitation
on the removal of Portfolios or other assets of the Portfolio, political or
financial instability or diplomatic and other developments which could affect
such investments. Further, economies of particular countries or areas of the
world may differ favorably or unfavorably from the economy of the United States.
Foreign stock markets, while growing in volume and sophistication, are generally
not as developed as those in the United States, and securities of some foreign
issuers (particularly those located in developing countries) may be less liquid
and more volatile than securities of comparable U.S. companies. In addition,
foreign brokerage commissions are generally higher than commissions on
securities traded in the United States and may be non-negotiable. In general,
there is less overall governmental supervision and regulation of foreign
securities markets, broker-dealers, and issuers than in the United States.
Settlement practices are less developed and entail the risk of loss.

The Portfolio may also invest in depositary receipts, which are
certificates evidencing ownership of shares of a foreign issuer and are
alternatives to directly purchasing the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many of
the risks associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks of the
underlying issuer's country. Depositary receipts may be sponsored or
unsponsored. Unsponsored receipts are established without the participation of
the issuer. Unsponsored receipts may involve higher expenses, they may not
pass-through voting and other shareholder rights, and they may be less liquid.

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

-2-
<PAGE>

CONVERTIBLE SECURITIES. The Portfolio may invest in convertible securities rated
below investment grade at the time of investment (which are those rated Baa or
lower by Moody's Investors Service, Inc., or BBB or lower by either Standard &
Poor's Ratings Group or Fitch/IBCA). Securities rated Baa or BBB or below have
speculative characteristics. Also, changes in economic conditions or other
circumstances are more likely to reduce the capacity of issuers of lower-rated
securities to make principal and interest payments. Lower rated obligations also
may be subject to greater price volatility than higher rated obligations. There
is no minimum rating for investment. Securities rated in the lowest category are
in default.

FUTURES CONTRACTS AND OPTIONS THEREON. The Portfolio may enter into futures
contracts, and options on futures contracts, traded on an exchange regulated by
the Commodities Futures Trading Commission ("CFTC") and on foreign exchanges,
but, with respect to foreign exchange-traded futures contracts and options on
such futures contracts, only if the investment adviser determines that trading
on each such foreign exchange does not subject the Portfolio to risks, including
credit and liquidity risks, that are materially greater than the risks
associated with trading on CFTC-regulated exchanges.

In order to hedge its current or anticipated portfolio positions, the
Portfolio may use futures contracts on securities held in its portfolio or on
securities with characteristics similar to those of the securities held by the
Portfolio. If, in the opinion of the investment adviser, there is a sufficient
degree of correlation between price trends for the securities held by the
Portfolio and futures contracts based on other financial instruments, securities
indices or other indices, the Portfolio may also enter into such futures
contracts as part of its hedging strategy.

SWAPS AND OTC OPTIONS. Equity swaps and over-the-counter ("OTC") options are
private contracts in which there is a risk of loss in the event of a default on
an obligation to pay by a counterparty. The Portfolio will only enter into
equity swaps and OTC options contracts with counterparties whose credit quality
or claims paying ability are considered to be investment grade by the investment
adviser. Some of the Portfolio's investment in equity swaps and OTC options may
be treated as illiquid assets. All futures contracts entered into by the
Portfolio will be traded on exchanges or boards of trade that are licensed and
regulated by the CFTC and must be executed through a futures commission merchant
or brokerage firm that is a member of the relevant exchange.

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. If the investment adviser
is incorrect in its forecasts of market values and currency exchange rates, the
Portfolio's performance will be adversely affected.

OTC derivative instruments involve an enhanced risk that the issuer or
counterparty will fail to perform its contractual obligations. Some derivative
instruments are not readily marketable or may become illiquid under adverse
market conditions. In addition, during periods of market volatility, a commodity
exchange may suspend or limit trading in an exchange-traded derivative
instrument, which may make the contract temporarily illiquid and difficult to
price. Commodity exchanges may also establish daily limits on the amount that
the price of a futures contract or futures option can vary from the previous
day's settlement price. Once the daily limit is reached, no trades may be made
that day at a price beyond the limit. This may prevent the Portfolio from
closing out positions and limiting its losses. Certain OTC options, and assets

-3-
<PAGE>

used as cover for written OTC options, may be subject to the Portfolio's 15%
limit on illiquid investments. The Portfolio's ability to terminate OTC
derivative instruments may depend on the cooperation of the counterparties to
such contracts. The Portfolio expects to purchase and write only exchange-traded
options until such time as the Portfolio's management determines that the OTC
options market is sufficiently developed and the Portfolio has amended its
prospectus so that appropriate disclosure is furnished to prospective and
existing shareholders. For thinly traded derivative instruments, the only source
of price quotations may be the selling dealer or counterparty. In addition,
certain provisions of the tax code limit the extent to which the Portfolio may
purchase and sell derivative instruments. The Portfolio will engage in
transactions in futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Internal Revenue Code
of 1986, as amended (the "Code") for maintaining the qualification of the
Portfolio as a regulated investment company for federal income tax purposes.

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

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS. 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; 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.
Derivative transactions may be more advantageous in a given circumstance than
transactions involving securities due to more favorable current tax treatment,
lower transaction costs, or greater liquidity.

Derivative instruments may sometimes increase or leverage the Portfolio's
exposure to a particular market risk. Leverage enhances the Portfolio's exposure
to the price volatility of derivative instruments it holds. While many
derivative instruments have built-in leveraging characteristics, the Portfolio
will not use them to leverage its net assets. The Portfolio's success in using
derivative instruments to hedge portfolio assets depends on the degree of price
correlation between the derivative instruments and the hedged asset. Imperfect
correlation may be caused by several factors, including temporary price
disparities among the trading markets for the derivative instrument, the assets
underlying the derivative instrument and the Portfolio's assets.

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

-4-
<PAGE>

LENDING PORTFOLIO SECURITIES. The Portfolio may seek to increase its income by
lending portfolio securities to broker-dealers or other institutional borrowers.
If the investment adviser determines to make securities loans, it is intended
that the value of the securities loaned would not exceed 30% of the Portfolio's
total assets. Securities lending involves risks of delay in recovery or even
loss of rights on the securities loaned if the borrower fails financially. The
Portfolio has no present intention of engaging in securities lending.

TEMPORARY INVESTMENTS. Under unusual market conditions, the Portfolio may invest
temporarily in cash or cash equivalents. Cash equivalents are highly liquid,
short-term securities such as commercial paper, certificates of deposit,
short-term notes and short-term U.S. Government obligations.

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but the annual turnover rate may exceed 100% (excluding turnover
of securities having a maturity of one year or less). A high turnover rate (100%
or more) necessarily involves greater expenses to the Portfolio.

INVESTMENT RESTRICTIONS

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

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

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

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

(4) Underwrite securities of other issuers;

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

-5-
<PAGE>

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

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

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

Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest all of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund. For the purposes of Restriction (5) above, less
than 25% of total assets will be concentrated in any one industry.

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

The Fund and the Portfolio have adopted the following investment policies
which may be changed by the Trustees with respect to the Fund without approval
by the Fund's shareholders or with respect to the Portfolio without approval of
the Fund or its other investors. The Fund and the Portfolio will not:

(a) invest more than 15% of its net assets in investments
which are not readily marketable, including restricted securities and
repurchase agreements with a maturity longer than seven days.
Restricted securities for the purposes of this limitation do not
include securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 and commercial paper issued pursuant to Section
4(2) of said Act that the Board of Trustees of the Trust or the
Portfolio, or its delegate, determines to be liquid. Any such
determination by a delegate will be made pursuant to procedures adopted
by the Board. If the Fund or the Portfolio invests in Rule 144A
securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such
securities; or

(b) sell or contract to sell a security which it does not own
unless by virtue of its ownership of other securities it has at the
time of sale a right to obtain securities equivalent in kind and amount
to the securities sold and provided that if such right is conditional
the sale is made upon the same conditions.

Whenever an investment policy or investment restriction set forth in the
prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, such percentage limitation shall be
determined immediately after and as a result of the Fund's or the Portfolio's
acquisition of such security or asset. Accordingly, any later increase or
decrease resulting from a change in values, assets or other circumstances, will
not compel the Fund or the Portfolio, as the case may be, to dispose of such
security or other asset. Notwithstanding the foregoing, under normal market
conditions the Fund and the Portfolio must take actions necessary to comply with
the policies of investing at least 65% of total assets in small company growth
stocks. Moreover, the Fund and the Portfolio must always be in compliance with
the limitation on investing in illiquid securities and the borrowing policies
set forth above.

-6-
<PAGE>

MANAGEMENT AND ORGANIZATION

FUND MANAGEMENT. The Trustees of the Trust are responsible for the overall
supervision of the Trust's affairs. The Trustees and officers of the Trust and
the Portfolio are listed below. Except as indicated, each individual has held
the office shown or other offices in the same company for the last five years.
Unless otherwise noted, the business address of each Trustee and officer is The
Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. Those
Trustees who are "interested persons" of the Trust or the Portfolio, as defined
in the 1940 Act, are indicated by an asterisk(*).

JESSICA M. BIBLIOWICZ (40), Trustee*
Chief Executive Officer of National Financial Partners (a financial services
company) (since April 1999). President and Chief Operating Officer of John A.
Levin & Co. (a registered investment advisor) (July 1997 to April 1999) and a
Director of Baker, Fentress & Company which owns John A. Levin & Co. (July 1997
to April 1999). Executive Vice President of Smith Barney Mutual Funds (from July
1994 to June 1997). Elected Trustee of the Trust on October 30, 1998. Trustee of
various investment companies managed by Eaton Vance or Boston Management &
Research ("BMR"), a wholly-owned subsidiary of Eaton Vance, since October 30,
1998.
Address: 1301 Avenue of the Americas, New York, New York 10019

DONALD R. DWIGHT (69), Trustee

President of Dwight Partners, Inc. (a corporate relations and communications
company). Trustee/Director of the Royce Funds (mutual funds). Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (65), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
Graduate School of Business Administration. Trustee of the Kobrick Investment
Trust (mutual funds). Trustee of various investment companies managed by
Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02090

LYNN A. STOUT (42), Trustee
Professor of Law, Georgetown University Law Center. Elected Trustee of the Trust
on October 30, 1998. Trustee of various investment companies managed by Eaton
Vance or BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001

-7-
<PAGE>

JACK L. TREYNOR (70), Trustee
Investment Adviser and Consultant. Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

EDWARD E. SMILEY, JR. (55), Vice President
Vice President of Eaton Vance and BMR since November 1, 1996; Previously he was
a Senior Vice President at Nationsbank (1992-1996). Officer of various
investment companies managed by Eaton Vance or BMR.

MICHAEL B. TERRY (57), Vice President of the Trust
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (55), Treasurer
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ALAN R. DYNNER (59), Secretary
Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance and EVC.
Prior to joing Eaton Vance on November 1, 1996, he was a Partner of the law firm
of Kirkpatrick & Lockhart LLP, New York and Washington, D.C., and was Executive
Vice President of Neuberger & Berman Management, Inc., a mutual fund management
company. Officer of various investment companies managed by Eaton Vance or BMR.

JANET E. SANDERS (64), Assistant Treasurer and Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

A. JOHN MURPHY (37), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

ERIC G. WOODBURY (42), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
managed by Eaton Vance or BMR.

The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio is comprised of the Trustees who are not "interested persons" as that
term is defined under the 1940 Act ("noninterested Trustees"). The purpose of
the Committee is to recommend to the Board nominees for the position of
noninterested Trustee and to assure that at least a majority of the Board of
Trustees is independent of Eaton Vance and its affiliates.

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

-8-
<PAGE>

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

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

The fees and expenses of the noninterested Trustees of the Trust and the
Portfolio are paid by the Fund (and the other series of the Trust) and the
Portfolio, respectively. (The Trustees of the Trust and the Portfolio who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolio.) Because the Portfolio was only recently organized, it has yet
to pay Trustees' fees. During the fiscal year end December 31, 1999, the
noninterested Trustees of the Trust earned the following compensation in their
capacities as Trustees from the Trust and earned the following compensation in
their capacities as Trustees from the Trust and the funds in the Eaton Vance
fund complex(1):
<TABLE>
<CAPTION>

AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST AND
NAME FROM TRUST(2) FUND COMPLEX
- ---- ---------- ------------
<S> <C> <C>
Jessica M. Bibliowicz................................ $3,099 $ 160,000
Donald R. Dwight..................................... 2,755 160,000(3)
Samuel L. Hayes, III................................. 3,053 170,000
Norton H. Reamer..................................... 2,819 160,000
Lynn A. Stout........................................ 3,052 160,000(4)
Jack L. Treynor...................................... 2,990 170,000
</TABLE>

(1) As of May 1, 2000, the Eaton Vance fund complex consists of 145 registered
investment companies or series thereof.
(2) The Trust consisted of 9 Funds as of December 31, 1999.
(3) Includes $60,000 of deferred compensation.
(4) Includes $16,000 of deferred compensation.

ORGANIZATION. The Fund is a series of the Trust, which is organized under
Massachusetts law as a business trust and is operated as an open-end management
investment company. On May 1, 2000, the Fund changed its name from "Eaton Vance
Emerging Growth Fund" to "Eaton Vance Small Company Growth Fund". Prior to May
1, 1999, the Fund was known as EV Traditional Emerging Growth Fund. Eaton Vance
pursuant to its agreement with the Trust, controls the use of the words "Eaton
Vance" and "EV" in the Fund's name and may use the words "Eaton Vance" or "EV"
in other connections and for other purposes.

-9-

<PAGE>

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). When issued
and outstanding, shares are fully paid and nonassessable by the Trust.
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 Fund's net assets available
for distribution to shareholders. The Trustees have the authority under the
Declaration of Trust to create classes of shares with differing rights and
privileges.

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 growth in the assets of the Portfolio, may
afford the potential for economies of scale for the Fund and may over time
result in lower expenses for the Fund.

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

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

The Trust's Declaration of Trust may be amended by the Trustees when
authorized by vote of a majority of the outstanding voting securities of the
Trust, the financial interests of which are affected by the amendment. The
Trustees may also amend the Declaration of Trust without the vote or consent of
shareholders to change the name of the Trust or any series or to make such other
changes (such as reclassifying series of classes of shares or restructuring the
Trust) as do not have a materially adverse effect on the financial interests of
shareholders or if they deem it necessary to conform it to applicable federal or
state laws or regulations. The Trust or any series or class thereof may be
terminated by: (1) the affirmative vote of the holders of not less than
two-thirds of the shares of the outstanding voting securities and entitled to
vote at any meeting of shareholders of the Trust, or by an instrument or
instruments in writing without a meeting, consented to by the holders of
two-thirds of the shares of the Trust or a series or class thereof, provided,
however, that, if such termination is recommended by the Trustees, the vote of a
majority of the outstanding voting securities of the Trust or a series or class
thereof entitled to vote thereon shall be sufficient authorization; or (2) by
means of an instrument in writing signed by a majority of the Trustees, to be
followed by a written notice to shareholders stating that a majority of the
Trustees has determined that the continuation of the Trust or a series or a
class thereof is not in the best interest of the Trust, such series or class or
of their respective shareholders.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

-10-
<PAGE>

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

The Portfolio is organized as a trust under the laws of the state of New
York and intends to be treated as a partnership for federal tax purposes. In
accordance with the Declaration of Trust of the Portfolio, there will normally
be no meetings of the investors for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees of the Portfolio holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.

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

The 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.

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
investments in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as

-11-
<PAGE>

opposed to a cash distribution from the Portfolio). If securities are
distributed, the Fund could incur brokerage, tax or other chares 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.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISORY SERVICES. BMR manages the investments and affairs of the
Portfolio subject to the supervision of the Portfolio's Board of Trustees. BMR
furnishes to the Portfolio investment research, advice and supervision,
furnishes an investment program and determines what securities will be
purchased, held or sold by the Portfolio and what portion, if any, of the
Portfolio's assets will be held uninvested. The Investment Advisory Agreement
requires BMR to pay the salaries and fees of all officers and Trustees of the
Portfolio who are members of the BMR organization and all personnel of BMR
performing services relating to research and investment activities.

The Portfolio pays Eaton Vance as compensation under the Investment
Advisory Agreement a monthly fee based on average daily net assets as follows:

AVERAGE DAILY NET ANNUALIZED FEE RATE MONTHLY FEE RATE
ASSETS FOR THE MONTH (FOR EACH LEVEL) (FOR EACH LEVEL)
<S> <C> <C>
Up to $500 million..................................................... 0.7500% 1/16 of 1%
$500 million but less than $1 billion.................................. 0.6875% 11/192 of 1%
$1 billion but less than $1.5 billion.................................. 0.6250% 5/96 of 1%
$1.5 billion but less than $2 billion.................................. 0.5625% 3/64 of 1%
$2 billion but less than $3 billion.................................... 0.5000% 1/24 of 1%
$3 billion and over.................................................... 0.4375% 7/192 of 1%
</TABLE>

Prior to May 1, 2000, the Fund retained Eaton Vance to manage its assets
under an advisory agreement substantially identical to the Portfolio's advisory
agreement with BMR. As of December 31, 1999, the Fund had net assets of
$737,968. For the fiscal years ended December 31, 1999 and 1998, and for the
period from the start of business, January 2, 1997, to December 31, 1997, absent
a fee reduction, the Fund would have paid Eaton Vance advisory fees of $3,650,
$2,439 and $1,896, respectively (each equivalent to 0.75% (annualized) of the
Fund's average daily net assets for such period). To enhance the net income of
the Fund, Eaton Vance made a reduction of the full amount of its advisory fee
and Eaton Vance was allocated a portion of expenses related to the operation of
the Fund in the amount of $33,119, $29,456 and $24,157, respectively.

-12-

<PAGE>

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

ADMINISTRATIVE SERVICES. As indicated in the prospectus, Eaton Vance serves as
administrator of the Fund. In return, the Fund is authorized to pay Eaton Vance
a fee of 0.15% of average daily net assets. Under its Administrative Services
Agreement with the Fund, Eaton Vance has been engaged to administer the Fund's
affairs, subject to the supervision of the Trustees of the Trust, and shall
furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for administering the affairs of the Fund.

INFORMATION ABOUT BMR AND EATON VANCE. BMR and Eaton Vance are business trusts
organized under Massachusetts law. Eaton Vance Inc. ("EV") serves as trustee of
BMR and Eaton Vance. BMR, Eaton Vance and EV are wholly-owned subsidiaries of
Eaton Vance Corporation ("EVC"), a Maryland corporation and publicly-held
holding company. EVC through its subsidiaries and affiliates engages primarily
in investment management, administration and marketing activities. The Directors
of EVC are James B. Hawkes, John G.L. Cabot, Leo I. Higdon, Jr., John M. Nelson,
Vincent M. O'Reilly and Ralph Z. Sorenson. All of the issued and outstanding
shares of Eaton Vance and of EV are owned by EVC. All shares of the outstanding
Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees
of which are Messrs. Hawkes, Jeffrey P. Beale, Alan R. Dynner, Thomas E. Faust,
Jr., Thomas J. Fetter, Scott H. Page, Duncan W. Richardson, William M. Steul,
Payson F. Swaffield, Michael W. Weilheimer and Wharton P. Whitaker (all of whom
are officers of Eaton Vance). The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers of
Eaton Vance who are also officers or officers and Directors of EVC and EV. As
indicated under "Management and Organization," all of the officers of the Trust
(as well as Mr. Hawkes who is also a Trustee) hold positions in the Eaton Vance
organization.

EXPENSES. The Fund and the Portfolio are each responsible for all expenses not
expressly stated to be payable by another party (such as the investment adviser
under the Investment Advisory Agreement, Eaton Vance under the Administrative
Services Agreement or the principal underwriter under the Distribution
Agreement). In the case of expenses incurred by the Trust, the Fund is
responsible for its pro rata share of those expenses.

-13-

<PAGE>

OTHER SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109, is the Fund's principal
underwriter. The principal underwriter acts as principal in selling shares of
the Fund under the Distribution Agreement with the Trust on behalf of the Fund.
The expenses of printing copies of prospectuses used to offer shares and other
selling literature and of advertising are borne by the principal underwriter.
The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under federal and
state securities laws are borne by the Fund. The Distribution Agreement is
renewable annually by the Trust's Board of Trustees (including a majority of the
noninterested Trustees), may be terminated on six months' notice by either
party, and is automatically terminated upon assignment. The principal
underwriter distributes Fund shares on a "best efforts" basis under which it is
required to take and pay for only such shares as may be sold. The principal
underwriter allows investment dealer discounts from the applicable public
offering price which are alike for all investment dealers. (See "Sales
Charges".) The principal underwriter may allow, upon notice to all investment
dealers with whom it has agreements, discounts up to the full sales charge
during the periods specified in the notice. During periods when the discount
includes the full sales charge, such investment dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933. The total
sales charges paid in connection with sales of shares of the Fund for the fiscal
years ended December 31, 1999 and 1998, and for the period from the start of
business, January 2, 1997, to December 31, 1997, was $0, $137 and $32,
respectively, of which $0, $18 and $6, respectively, was received by the
principal underwriter and $0, $119 and $26, respectively, was received by
investment dealers.

The Fund has authorized the principal underwriter to act as its agent in
repurchasing shares and will pay the principal underwriter $2.50 for each
repurchase transaction handled by the principal underwriter. The principal
underwriter estimates that the expenses incurred by it in acting as repurchase
agent for the Fund will exceed the amounts paid therefor by the Fund. For the
fiscal years ended December 31, 1999 and 1998, and for the period from the start
of business, January 2, 1997, to December 31, 1997, there were no repurchase
transactions of the Fund handled by the principal underwriter.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
Massachusetts 02116, serves as custodian to the Fund and the Portfolio. IBT has
the custody of all cash and securities representing the Fund's interest in the
Portfolio, has custody of the Portfolio's assets, maintains the general ledger
of the Portfolio and the Fund and computes the daily net asset value of interest
in the Portfolio and the net assets value of shares of the Fund. In such
capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds and performs various other ministerial duties
upon receipt of proper instructions from the Fund and the Portfolio. IBT also
provides services in connection with the preparation of shareholder reports and
the electronic filing of such reports with the SEC. EVC and its affiliates and
their officers and employees from time to time have transactions with various
banks, including IBT. It is Eaton Vance's opinion that the terms and conditions
of such transactions were not and will not be influenced by existing or
potential custodial or other relationships between the Fund or the Portfolio and
such banks.

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts 02110, are the independent accountants of the Fund and the
Portfolio, providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC.

-14-

<PAGE>

TRANSFER AGENT. PFPC, Inc., P.O. Box 9653, Providence, RI 02904-9653, serves as
transfer and dividend disbursing agent for the Fund.

PURCHASING AND REDEEMING SHARES

CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is computed
by IBT (as agent and custodian for the Portfolio) by subtracting the liabilities
of the Portfolio from the value of its total assets. The Fund and the Portfolio
will be closed for business and will not price its shares on the following
business holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

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

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

-15-

<PAGE>

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

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, a variable percentage (sales charge) depending
upon the amount of purchase as indicated by the sales charge table set forth in
the prospectus. The sales charge is divided between the principal underwriter
and the investment dealer. The sales charge table is applicable to purchases of
the Fund alone or in combination with purchases of certain other funds offered
by the principal underwriter, made at a single time by (i) an individual, or an
individual, his spouse and their children under the age of twenty-one,
purchasing shares for his or their own account, and (ii) a trustee or other
fiduciary purchasing shares for a single trust estate or a single fiduciary
account. The table is also presently applicable to (1) purchases of Fund shares
pursuant to a written Statement of Intention; or (2) purchases of Fund shares
pursuant to the Right of Accumulation and declared as such at the time of
purchase. See "Sales Charges".

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.

SUSPENSION OF SALES. The Fund may, in its absolute discretion, suspend,
discontinue or limit the offering of 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, and the volume of sales and
redemptions of shares. Suspension of the offering of shares would not, of
course, affect a shareholder's ability to redeem shares.

-16-
<PAGE>

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

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

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

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

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

SALES CHARGES

-17-
<PAGE>

or decrease the sales commissions payable to investment dealers. The principal
underwriter may allow, upon notice to all investment dealers with whom it has
agreements, discounts up to the full sales charge during the periods specified
in the notice. During periods when the discount includes the full sales charge,
such investment dealers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.

SALES CHARGE WAIVERS. Fund shares may be sold at net asset value to current and
retired Directors and Trustees of Eaton Vance funds, including the Portfolio; to
clients and current and retired officers and employees of Eaton Vance, its
affiliates and other investment advisers of Eaton Vance sponsored funds; to
officers and employees of IBT and the transfer agent; persons associated with
law firms, consulting firms, and others providing services to Eaton Vance and
the Eaton Vance funds; and to such persons' spouses, parents, siblings and
children and their beneficial accounts. Fund shares may also be issued at net
asset value (1) in connection with the merger of an investment company or series
thereof with the Fund, (2) to investors making an investment as part of a fixed
fee program whereby an entity unaffiliated with the investment adviser provides
multiple investment services, such as management, brokerage and custody, and (3)
to investment advisors, financial planners or other intermediaries who place
trades for their own accounts or the accounts of their clients and who charge a
management, consulting or other fee for their services; clients of such
investment advisors, financial planners or other intermediaries who place trades
for their own accounts if the accounts are linked to the master account of such
investment advisor, financial planner or other intermediary on the books and
records of the broker or agent; to registered representatives and employees of
investment dealers and bank employees who refer customers to registered
representatives of investment dealers; and to retirement and deferred
compensation plans and trusts used to fund those plans, including, but not
limited to, those defined in Sections 401(a), 403(b) or 457 of the Internal
Revenue Code of 1986, as amended (the "Code") and "rabbi trusts". Subject to the
applicable provisions of the 1940 Act, the Trust may issue Fund shares at net
asset value in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged or
consolidated with or acquired by the Fund. Normally no sales charges will be
paid in connection with an exchange of Fund shares for the assets of such
investment company. Fund shares may be sold at net asset value to any investment
advisory, agency, custodial or trust account managed or administered by Eaton
Vance or by any parent, subsidiary or other affiliate of Eaton Vance. Fund
shares are offered at net asset value to the foregoing persons and in the
foregoing situations because either (i) there is no sales effort involved in the
sale of shares or (ii) the investor is paying a fee (other than the sales
charge) to the investment dealer involved in the sale.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Fund shares
and shares of other funds exchangeable for Fund shares of another Eaton Vance
fund will be purchased within a 13-month period, the Statement of Intention
section of the account application should be completed so that shares may be
obtained at the same reduced sales charge as though the total quantity were
invested in one lump sum. Shares held under Right of Accumulation (see below) as
of the date of the Statement will be included toward the completion of the
Statement. If you make a Statement of Intention the transfer agent is authorized
to hold in escrow sufficient shares (5% of the dollar amount specified in the
Statement) which can be redeemed to make up any difference in sales charge on
the amount intended to be invested and the amount actually invested. A Statement
of Intention does not obligate the shareholder to purchase or the Fund to sell
the full amount indicated in the Statement.

-18-
<PAGE>

If the amount actually purchased during the 13-month period is less than
that indicated in the Statement, the shareholder will be requested to pay the
difference between the sales charge applicable to the shares purchased and the
sales charge paid under the Statement of Intention. If the payment is not
received in 20 days, the appropriate number of escrowed shares will be redeemed
in order to realize such difference. If the total purchases during the 13-month
period are large enough to qualify for a lower sales charge than that applicable
to the amount specified in the Statement, all transactions will be computed at
the expiration date of the Statement to give effect to the lower sales charge.
Any difference will be refunded to the shareholder in cash or applied to the
purchase of additional shares, as specified by the shareholder. This refund will
be made by the investment dealer and the principal underwriter. If at the time
of the recomputation, the investment dealer for the account has changed, the
adjustment will be made only on those shares purchased through the current
investment dealer for the account.

RIGHT OF ACCUMULATION. The applicable sales charge level for the purchase of
Fund shares is calculated by taking the dollar amount of the current purchase
and adding it to the value (calculated at the maximum current offering price) of
the Fund shares the shareholder owns in his or her account(s) in the Fund, and
shares of other funds exchangeable for Fund shares. The sales charge on the
shares being purchased will then be at the rate applicable to the aggregate.
Shares purchased (i) by an individual, his or her spouse and their children
under the age of twenty-one, and (ii) by a trustee, guardian or other fiduciary
of a single trust estate or a single fiduciary account, will be combined for the
purpose of determining whether a purchase will qualify for the Right of
Accumulation and if qualifying, the applicable sales charge level. For any such
discount to be made available, at the time of purchase a purchaser or his or her
investment dealer must provide the principal underwriter (in the case of a
purchase made through an investment dealer) or the transfer agent (in the case
of an investment made by mail) with sufficient information to permit
verification that the purchase order qualifies for the accumulation privilege.
Confirmation of the order is subject to such verification. The Right of
Accumulation privilege may be amended or terminated at any time as to purchases
occurring thereafter.

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

SERVICE PLAN. The Trust on behalf of the Fund has in effect 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 "NASD") (Management
believes service fee payments are not distribution expenses governed by Rule
12b-1 under the 1940 Act, but has chosen to have the Plan approved as if that
Rule were applicable.) The following supplements the discussion of the Plan
contained in the Fund's prospectus.

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

-19-
<PAGE>
The Plan was approved by the Trustees, including the Plan Trustees, on June 23,
1997. The Trustees of the Trust who are "interested" persons of the Fund have an
indirect financial interest in the Plan because their employers (or affiliates
thereof) received distribution and/or service fees under the Plan or agreements
related thereto.

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

During the fiscal years ended December 31, 1999 and 1998, the Fund made
service fee payments under the Plan aggregating $1,192 and $576, all of which
was retained by the principal underwriter.

PERFORMANCE

Average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and distributions paid and
reinvested) for the stated period and annualizing the result. The calculation
assumes the maximum initial sales charge is deducted from the initial $1,000
purchase order and that all distributions are reinvested at net asset value on
the reinvestment dates during the period. The Fund may also publish total return
figures for the Fund based on reduced sales charges or at net asset value. These
returns would be lower if the full sales charge was imposed.

The table below indicates the cumulative and average total return on a
hypothetical investment of $1,000 in the Fund covering the one-year period ended
December 31, 1999, and the life of the Fund from January 2, 1997 through
December 31, 1999. The "Value of Initial Investment" reflects the deduction of
the maximum sales charge of 5.75%. Past performance is not indicative of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost. Information
presented with an asterisk (*) includes the effect of subsidizing expenses.
Returns would have been lower without subsidies.

VALUE OF A $1,000 INVESTMENT
<S> <C> <C> <C> <C> <C> <C>

VALUE OF VALUE OF TOTAL RETURN EXCLUDING TOTAL RETURN INCLUDING
INVESTMENT INVESTMENT INITIAL INVESTMENT MAXIMUM SALES CHARGE MAXIMUM SALES CHARGE
-------------------- --------------------
PERIOD DATE INVESTMENT ON 12/31/99 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
------ ---- ---------- ----------- ---------- ---------- ---------- ----------

Life of Fund* 01/02/97 $942.51 $2,707.00 187.21% 42.15% 170.70% 39.37%
1 Year Ended
12/31/99* 12/31/98 $942.43 $1,970.96 109.14% 109.14% 97.10% 97.10%

</TABLE>

The Fund's total return may be compared to relevant indices, such as the
Consumer Price Index and various domestic and foreign securities indices. The
Fund's total return and comparisons with these indices may be used in
advertisements and in information furnished to present or prospective
shareholders. The Fund's performance may differ from that of other investors in
the Portfolio, including any other investment companies. In addition,
evaluations of the Fund's performance or rankings or

-20-
<PAGE>

ratings of mutual funds (which include the Fund) made by independent sources may
be used in advertisements and in information furnished to present or prospective
shareholders. Information, charts and illustrations showing the effect of
compounding interest or relating to inflation and taxes (including their effects
on the dollar and the return on stocks and other investment vehicles) may also
be included in advertisements and materials furnished to present and prospective
investors.

Information about portfolio allocation, portfolio turnover and holdings of
the Portfolio may be included in advertisements and other material furnished to
present and prospective shareholders. Such information may be stated as a
percentage of the Portfolio's holdings on such date.

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

Information used in advertisements and in materials furnished to present or
prospective shareholders may include statistics, data, ratings or rankings and
performance studies prepared by independent organizations, or included in
various publications reflecting the investment performance or return achieved by
various classes and types of investments (E.G., common stocks, bonds, or other
investments). This information may be used to illustrate the benefits of
long-term investments in common stocks.

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

Information used in advertisements and in materials provided to present and
prospective shareholders may include descriptions of Eaton Vance and other Fund
and Portfolio service providers, their investment styles, other investment
products, personnel and Fund distribution channels.

-21-
<PAGE>

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

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

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

CERTAIN HOLDERS OF FUND SHARES

As of April 1, 2000, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
the same date, Eaton Vance Management, Boston, MA held of record and
beneficially owned 53.21% of the outstanding shares of the Fund; Diana Gardner,
San Francisco, CA, held of record and beneficially owned 6.08% of the
outstanding shares of the Fund; and Brian Jacobs, Cohasset, MA, held of record
and beneficially owned 5.93% of the outstanding shares of the Fund. Beneficial
owners of 25% or more of the Fund's outstanding shares are presumed to be in
control of such class for purposes of voting or certain matters submitted to
shareholders. To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of the Fund's outstanding shares as of such date.

TAXES

Each series of the Trust is treated as a separate entity for accounting and
tax purposes. The Fund has elected to be treated, and intends to qualify each
year as a regulated investment company ("RIC") under the Code. Accordingly, the
Fund intends to satisfy certain requirements relating to sources of its income
and diversification of its assets and to distribute substantially all of its net
income and net short-term and long-term capital gains in accordance with the
timing requirements imposed by the Code, so as to maintain its RIC status and to
avoid paying any federal income or excise tax. The Fund so qualified for the
fiscal year ended December 31, 1999. Because the Fund invests its assets in the
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements in order for the Fund to also satisfy these
requirements.

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<PAGE>

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

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

If the Fund does not qualify for taxation as a RIC for any taxable year,
the Fund's income will be subject to corporate income taxes, and all
distributions from earnings and profits, including distributions of net capital
gain (if any), will be taxable to shareholders as ordinary income. In addition,
in order to requalify for taxation as a RIC, the Fund may be required to
recognized unrealized gains, pay substantial taxes and interest, and make
certain distributions.

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

The Portfolio may be subject to foreign withholding or other foreign taxes
with respect to income (possibly including, in some cases, capital gains) on
certain foreign securities. These taxes may be reduced or eliminated under the
terms of an applicable U.S. income tax treaty. As it is not expected that more
than 50% of the value of the total assets of the Fund, taking into account its
allocable share of the Portfolio's total assets at the close of any taxable
year, will consist of securities issued by foreign corporations, the Fund will
not be eligible to pass through to shareholders its proportionate share of any
foreign taxes paid by the Portfolio and allocated to the Fund, with the result
that shareholders will not

-23-

<PAGE>

include in income, and will not be entitled to take any foreign tax credits or
deductions for, foreign taxes paid by the Portfolio and allocated to the Fund.
Certain uses of foreign currency and investments by the Portfolio in the stock
of certain "passive foreign investment companies" may be limited or a tax
election may be made, if available, in order to preserve the Fund's
qualification as a RIC and/or to avoid imposition of a tax on the Fund.

A portion of distributions made by the Fund which are derived from
dividends received by the Portfolio from domestic corporations and allocated to
the Fund may qualify for the dividends-received deduction for corporations. The
dividends-received deduction for corporate shareholders is reduced to the extent
the shares of the Fund with respect to which the dividends are received are
treated as debt-financed under the federal income tax and is eliminated if the
shares are deemed to have been held for less than a minimum period, generally 46
days, surrounding the ex-dividend date which must be satisfied separately for
each dividend during a specified period. Receipt of certain distributions
qualifying for the deduction may result in reduction of the tax basis of the
corporate shareholder's shares are require current income recognition to the
extent in excess of such basis or increase liability, if any, for the corporate
alternative minimum tax.

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

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

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

The foregoing discussion does not describe many of the tax rules applicable
to IRAs nor does it address the special tax rules applicable to certain other
classes of investors, such as other retirement plans, tax-exempt entities,
foreign investors, insurance companies and financial institutions. Shareholders
should consult their own tax advisers with respect to these or other special tax
rules that may apply in their particular situations, as well as the state,
local, and, where applicable, foreign tax consequences of investing in the Fund.

-24-

<PAGE>

PORTFOLIO SECURITY TRANSACTIONS

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

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

-25-
<PAGE>

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

The Portfolio and BMR may also receive Research Services from underwriters
and dealers in fixed price offerings, which Research Services are reviewed and
evaluated by BMR in connection with its investment responsibilities. The
investment companies sponsored by BMR or Eaton Vance may allocate brokerage
commissions to acquire information relating to the performance, fees and
expenses of such companies and other mutual funds, which information is used by
the Trustees of such companies to fulfill their responsibility to oversee the
quality of the services provided by various entities, including BMR, to such
companies. Such companies may also pay cash for such information.

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

-26-
<PAGE>

negotiating a particular investment; (ii) consideration is given to an account
with specialized investment policies that coincide with the particulars of a
specific investment; (iii) pro rata allocation would result in odd-lot or de
minimis amounts being allocated to a portfolio or other client; or (iv) where
BMR reasonably determines that departure from a pro rata allocation is
advisable. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the
Portfolio from time to time, it is the opinion of the Trustees of the Trust and
the Portfolio that the benefits available from the BMR organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

Prior to May 1, 2000, the Fund retained Eaton Vance to manage its assets.
For the fiscal years ended December 31, 1999 and 1998, the Portfolio paid
brokerage commissions of $492 and $563 with respect to portfolio transactions.
Of this amount, approximately $372 and $507 was paid in respect of portfolio
security transactions aggregating approximately $194,198 and $228,677 to firms
which provided some Research Services to the investment adviser's organization
(although many of such firms may have been selected in any particular
transaction primarily because of their execution capabilities).

For the period from the start of business, January 2, 1997, to December 31,
1997, the Fund paid brokerage commissions of $17,708, all of which was paid in
respect of portfolio security transactions aggregating approximately $513,711 to
firms which provided some research services to BMR or its affiliates (although
many of such firms may have been selected in any particular transaction
primarily because of their execution capabilities).

FINANCIAL STATEMENTS

The audited financial statements of and the report of independent
accountants for the Fund appear in the Fund's most recent annual report to
shareholders and is incorporated by reference into this SAI. A copy of the
Fund's annual report accompanies this SAI. The audited financial statements of,
and the independent accountants' report for, the Portfolio appear herein.
Consistent with applicable law, duplicate mailings of shareholder reports and
certain other Fund information to shareholders residing at the same address may
be eliminated.

Registrant incorporates by reference the audited financial information for
the fiscal year ended December 31, 1999 for the Fund (Accession No.
0000928816-00-000118) as previously filed electronically with the SEC.
<PAGE>

FINANCIAL STATEMENTS

SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES

APRIL 26, 2000

ASSETS:
Cash...........................................................$100,010
-------
Total assets...................................................$100,010

LIABILITIES:
Net assets.....................................................$100,010
--------

Note 1: Organization
Small Company Growth Portfolio (the "Portfolio") was organized as a New York
trust on February 28, 2000 and has been inactive since that date, except for
matters relating to its organization and registration as an investment company
under the Investment Company Act of 1940 and the sale of interests therein at
the purchase price of $100,000 to Eaton Vance Small Company Growth Fund (the
"Fund"), and the sale of interests therein at the purchase price of $10 to
Boston Management & Research (BMR), a wholly-owned subsidiary of Eaton Vance
Management (the "Initial Interests").

At 4:00 PM, New York City time, on each business day of the Portfolio, the value
of an investor's interest in the Portfolio is equal to the product of (1) the
aggregate net asset value of the Portfolio multiplied by (ii) the percentage
representing that investor's share of the aggregate interest in the Portfolio
effective for that day.

Note 2: Transactions with Affiliates
The Portfolio has entered into an investment advisory agreement with BMR under
which the fee is computed at the monthly rate of 0.0625% (equivalent to 0.75%
annually) of the average daily net assets of the Portfolio up to $500 million.
On net assets of $500 million and over, the annual fee is reduced.

B-7
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the Trustees and Investors of
Small Company Growth Portfolio:

In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of the Small
Company Growth Portfolio (the "Portfolio") at April 26, 2000, in conformity with
accounting principles generally accepted in the United States. This financial
statement is the responsibility of the Portfolio's management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this financial statement in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
April 26, 2000

B-8
<PAGE>

PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

(a)(1) Amended and Restated Declaration of Trust dated September 27,
1993, filed as Exhibit (1)(a) to Post-Effective Amendment No. 42
filed July 17, 1995 and incorporated herein by reference.

(2) Amendment to the Declaration of Trust dated June 23, 1997 filed
as Exhibit (1)(b) to Post-Effective Amendment No. 48 filed
October 10, 1997 and incorporated herein by reference.

(3) Amendment and Restatement of Establishment and Designation of
Series of Shares dated October 19, 1998 filed as Exhibit (a)(3)
to Post-Effective Amendment No. 52 filed October 20, 1998 and
incorporated herein by reference.

(4) Amendment and Restatement of Establishment and Designation of
Series of Shares dated February 22, 1999 filed as Exhibit (a)(4)
to Post Effective Amendment No. 54 filed February 26, 1999 and
incorporated herein by reference.

(5) Amendment and Restatement of Establishment and Designation of
Series of Shares dated April 26, 2000 filed herewith.

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

(2) Amendment to By-Laws dated December 13, 1993 filed as Exhibit
(2)(b) to Post-Effective Amendment No. 42 and incorporated herein
by reference.

(d) Investment Advisory Agreement with Eaton Vance Management for EV
Traditional Emerging Growth Fund dated December 31, 1996 filed as
Exhibit (5)(e) to Post-Effective Amendment No. 45 filed December
31, 1996 and incorporated herein by reference.

(e)(1) (a) Distribution Agreement between Eaton Vance Special Investment
Trust and Eaton Vance Distributors, Inc. effective June 23, 1997
with attached Schedule A filed as Exhibit (6)(a)(4) to
Post-Effective Amendment No. 48 and incorporated herein by
reference.

(b) Schedule A-1 dated November 17, 1997 filed as Exhibit
(6)(a)(4)(a) to Post-Effective Amendment No. 49 filed December
15, 1997 and incorporated herein by reference.

(c) Schedule A-2 dated December 31, 1998 filed as Exhibit (e)(1)(c)
to Post-Effective Amendment No. 53 filed February 16, 1999 and
incorporated herein by reference.

(d) Schedule A-3 dated February 22, 1999 filed as Exhibit (e)(1)(d)
to Post-Effective Amendment No. 54 and incorporated herein by
reference.

(2) Selling Group Agreement between Eaton Vance Distributors, Inc.
and Authorized Dealers filed as Exhibit (6)(b) to the
Post-Effective Amendment No. 61 filed December 28, 1995 to the
Registration Statement of Eaton Vance Growth Trust (File Nos.
2-22019, 811-1241) and incorporated herein by reference.

C-1
<PAGE>

(f) The Securities and Exchange Commission has granted the Registrant
an exemptive order that permits the Registrant to enter into
deferred compensation arrangements with its independent Trustees.
See in the Matter of Capital Exchange Fund, Inc., Release No.
IC-20671 (November 1, 1994).

(g)(1) Custodian Agreement with Investors Bank & Trust Company dated
March 24, 1994 filed as Exhibit (8) to Post-Effective Amendment
No. 42 and incorporated herein by reference.

(2) Amendment to Custodian Agreement with Investors Bank & Trust
Company dated October 23, 1995 filed as Exhibit (8)(b) to
Post-Effective Amendment No. 43 filed April 29, 1996 and
incorporated herein by reference.

(3) Amendment to Master Custodian Agreement with Investors Bank &
Trust Company dated December 21, 1998 filed as Exhibit (g)(3) to
the Registration Statement of Eaton Vance Municipals Trust (File
Nos. 33-572, 811-4409) (Accession No. 0000950156-99-000050) filed
January 25, 1999 and incorporated herein by reference.

(h)(1) (a) Management Contract between Eaton Vance Special Investment Trust
(on behalf of certain of its series) and Eaton Vance Management
filed as Exhibit (5)(a)(1) to Post-Effective Amendment No. 48 and
incorporated herein by reference.

(b) Amended Schedule A-1 dated November 17, 1997 filed as Exhibit No.
(5)(a)(2) to Post-Effective Amendment No. 49 and incorporated
herein by reference.

(2) Management Agreement between Eaton Vance Special Investment Trust
on behalf of Eaton Vance Institutional Short Term Treasury Fund
and Eaton Vance Management filed as Exhibit (h)(2) to
Post-Effective Amendment No. 52 and incorporated herein by
reference.

(3) (a) Amended Administrative Services Agreement between Eaton Vance
Special Investment Trust (on behalf of each of its series listed
on Schedule A) and Eaton Vance Management dated June 19, 1995
filed as Exhibit (9) to Post-Effective Amendment No. 42 and
incorporated herein by reference.

(b) Amendment to Schedule A dated June 23, 1997 to the Amended
Administrative Services Agreement filed as Exhibit (9)(a)(2) to
Post-Effective Amendment No. 48 and incorporated herein by
reference.

(4) Administrative Services Agreement between Eaton Vance Special
Investment Trust (on behalf of each of its series listed on
Schedule A) and Eaton Vance Management dated April 26, 2000 filed
herewith.

(5) Transfer Agency Agreement dated January 1, 1998 filed as Exhibit
(k)(b) to the Registration Statement on Form N-2 of Eaton Vance
Advisers Senior Floating-Rate Fund (File Nos. 333-46853,
811-08671) (Accession No. 0000950156-98-000172) filed February
25, 1998 and incorporated herein by reference.

(i)(1) Opinion of Internal Counsel filed as Exhibit (i) to
Post-Effective Amendment No. 53 and incorporated herein by
reference.

(2) Consent of Counsel filed herewith.

(j)(1) Consent of Independent Accountants for Eaton Vance Balanced Fund
filed herewith.

C-2
<PAGE>

(2) Consent of Independent Accountants for Capital Growth Portfolio
filed herewith.

(3) Consent of Independent Accountants for High Grade Income
Portfolio (currently known as Investment Grade Income Portfolio)
filed herewith.

(4) Consent of Independent Accountants for Eaton Vance Emerging
Growth Fund filed herewith.

(5) Consent of Independent Accountants for Small Company Growth
Portfolio filed herewith.

(6) Consent of Independent Auditors' for Eaton Vance Emerging Markets
Fund filed herewith.

(7) Consent of Independent Auditors' for Eaton Vance Greater India
Fund filed herewith.

(8) Consent of Independent Accountants for Eaton Vance Growth &
Income Fund filed herewith.

(9) Consent of Independent Auditors' for Eaton Vance Institutional
Emerging Markets Fund filed herewith.

(10) Consent of Independent Auditors' for Eaton Vance Institutional
Short Term Treasury Fund filed herewith.

(11) Consent of Independent Accountants for Eaton Vance Special
Equities Fund filed herewith.

(12) Consent of Independent Accountants for Eaton Vance Utilities Fund
filed herewith.

(k) Not applicable

(l) Not applicable

(m)(1) Eaton Vance Special Investment Trust Class A Service Plan adopted
June 23, 1997 with attached Schedule A effective June 23, 1997
filed as Exhibit (15)(a) to Post-Effective Amendment No. 48 and
incorporated herein by reference.

(a) Amended Schedule A effective December 31, 1998 filed as Exhibit
(m)(1)(a) to Post-Effective Amendment No. 52 and incorporated
herein by reference.

(2) (a) Eaton Vance Special Investment Trust Class A Distribution Plan
adopted June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(b) to Post-Effective Amendment No. 48
and incorporated herein by reference.

(b) Amended Schedule A-1 dated November 17, 1997 filed as Exhibit
(15)(b)(1) to Post-Effective Amendment No. 49 and incorporated
herein by reference.

(3) (a) Eaton Vance Special Investment Trust Class B Distribution Plan
adopted June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(c) to Post-Effective Amendment No. 48
and incorporated herein by reference.

(b) Amended Schedule A-1 dated November 17, 1997 filed as Exhibit
(15)(c)(1) to Post-Effective Amendment No. 49 and incorporated
herein by reference.

C-3
<PAGE>

(4) Eaton Vance Special Investment Trust Class C Distribution Plan
adopted June 23, 1997 with attached Schedule A effective June 23,
1997 filed as Exhibit (15)(d) to Post-Effective Amendment No. 48
and incorporated herein by reference.

(n) Not applicable

(o) Multiple Class Plan for Eaton Vance Funds dated June 23, 1997
filed as Exhibit (18) to Post-Effective Amendment No. 49 and
incorporated herein by reference.

(p) Code of Ethics adopted by the Eaton Vance Group of Funds
effective May 1, 1981, as amended February 21, 1995 filed as
Exhibit (r) to the Registration Statement on Form N-2 of EV
Classic Senior Floating-Rate Fund (File Nos. 333-32262,
811-07945) (Accession No. 0000950156-00-000169) filed March 13,
2000 and incorporated herein by reference.

(q)(1) (a) Power of Attorney for Eaton Vance Special Investment Trust dated
June 23, 1997 filed as Exhibit (17)(a) to Post-Effective
Amendment No. 47 filed July 25, 1997 and incorporated herein by
reference.

(b) Power of Attorney for Eaton Vance Special Investment Trust dated
November 16, 1998 filed as Exhibit No. (p)(1)(a) to
Post-Effective Amendment No. 54 and incorporated herein by
reference.

(2) Power of Attorney for Emerging Markets Portfolio dated February
14, 1997 filed as Exhibit (17)(b) to Post-Effective Amendment No.
46 filed April 23, 1997 and incorporated herein by reference.

(3) Power of Attorney for South Asia Portfolio dated February 14,
1997 filed as Exhibit (17)(c) to Post-Effective Amendment No. 46
and incorporated herein by reference.

(4) (a) Power of Attorney for Special Equities Portfolio (formerly
Special Investment Portfolio) dated August 11, 1997 filed as
Exhibit (17)(d) to Post-Effective Amendment No. 48 and
incorporated herein by reference.

(b) Power of Attorney for Special Equities Portfolio (formerly
Special Investment Portfolio) dated November 16, 1998 filed as
Exhibit No. (p)(4)(a) to Post-Effective Amendment No. 54 and
incorporated herein by reference.

(5) (a) Power of Attorney for Investors Portfolio dated August 11, 1997
filed as Exhibit (17)(e) to Post-Effective Amendment No. 48 and
incorporated herein by reference.

(b) Power of Attorney for Balanced Portfolio (formerly Investors
Portfolio) dated November 16, 1998 filed as Exhibit No. (p)(5)(a)
to Post-Effective Amendment No. 54 and incorporated herein by
reference.

(6) (a) Power of Attorney for Stock Portfolio dated August 11, 1997 filed
as Exhibit (17)(f) to Post-Effective Amendment No. 48 and
incorporated herein by reference.

(b) Power of Attorney for Growth & Income Portfolio (formerly Stock
Portfolio) dated November 16, 1998 filed as Exhibit No. (p)(6)(a)
to Post-Effective Amendment No. 54 and incorporated herein by
reference.

C-4
<PAGE>

(7) (a) Power of Attorney for Total Return Portfolio dated August 11,
1997 filed as Exhibit (17)(g) to Post-Effective Amendment No. 48
and incorporated herein by reference.

(b) Power of Attorney for Utilities Portfolio (formerly Total Return
Portfolio) dated November 16, 1998 filed as Exhibit No. (p)(7)(a)
to Post-Effective Amendment No. 54 and incorporated herein by
reference.

(8) Power of Attorney for Capital Growth Portfolio dated February 28,
2000 filed as Exhibit (p)(8) to Post-Effective Amendment No. 56
filed February 28, 2000 and incorporated herein by reference.

(9) Power of Attorney for Investment Grade Income Portfolio (formerly
High Grade Income Portfolio) dated February 28, 2000 filed as
Exhibit (p)(9) to Post-Effective Amendment No. 56 and
incorporated herein by reference.

(10) Power of Attorney for Small Company Growth Portfolio (formerly
Emerging Growth Portfolio) dated February 28, 2000 filed as
Exhibit (p)(10) to Post-Effective Amendment No. 56 and
incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Not applicable

ITEM 25. INDEMNIFICATION

Article IV of the Registrant's Amended and Restated Declaration of Trust
permits Trustee and officer indemnification by By-law, contract and vote.
Article XI of the By-Laws contains indemnification provisions. Registrant's
Trustees and officers are insured under a standard mutual fund errors and
omissions insurance policy covering loss incurred by reason of negligent errors
and omissions committed in their capacities as such.

The distribution agreements of the Registrant also provide for reciprocal
indemnity of the principal underwriter, on the one hand, and the Trustees and
officers, on the other.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No. 1-8100); and (iii) the Form ADV of Eaton Vance (File No. 801-15930), BMR
(File No. 43127) and Lloyd George (File No. 801-40889) filed with the
Commission, all of which are incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITERS

(a)
Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
<TABLE>
<CAPTION>
<S> <C>
Eaton Vance Advisers Senior Floating-Rate Fund Eaton Vance Municipals Trust II
Eaton Vance Growth Trust Eaton Vance Mutual Funds Trust
Eaton Vance Income Fund of Boston Eaton Vance Prime Rate Reserves
Eaton Vance Institutional SeniorFloating-Rate Fund Eaton Vance Special Investment Trust
Eaton Vance Investment Trust EV Classic Senior Floating-Rate Fund
Eaton Vance Municipals Trust

</TABLE>

C-5
<PAGE>

(b)
<TABLE>
<CAPTION>
<S> <C> <C>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
----------------- -------------------------- ---------------------
Albert F. Barbaro Vice President None
Ira Baron Vice President None
Chris Berg Vice President None
Kate B. Bradshaw Vice President None
Mark Carlson Vice President None
Daniel C. Cataldo Vice President and Treasurer None
Raymond Cox Vice President None
Peter Crowley Vice President None
Anthony DeVille Vice President None
Ellen Duffy Vice President None
Alan R. Dynner Vice President, Secretary and Clerk Secretary
Richard A. Finelli Vice President None
Kelly Flynn Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior Vice President None
Hugh S. Gilmartin Vice President None
James B. Hawkes Vice President and Director President and Trustee
Perry D. Hooker Vice President None
Kara Lawler Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Geoff Marshall Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Joseph Nelson Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Andrew Ogren Vice President None
George D. Owen, II Vice President None
Margaret Pier Vice President None
Enrique M. Pineda Vice President None
F. Anthony Robinson Vice President None
Frances Rogell Vice President None
Jay S. Rosoff Vice President None
Stephen M. Rudman Vice President None
Kevin Schrader Vice President None
Teresa A. Sheehan Vice President None
William M. Steul Vice President and Director None
Cornelius J. Sullivan Senior Vice President None
Peter Sykes Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Jerry Vainisi Vice President None
John Vaughan Vice President None
Chris Volf Vice President None
Debra Wekstein Vice President None
Wharton P. Whitaker President and Director None
Sue Wilder Vice President None
</TABLE>

- ------------------------------------------
/*/ Address is The Eaton Vance Building, 255 State Street, Boston, MA 02109

C-6
<PAGE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Mail Code ADM27, Boston, MA 02116, and its transfer agent, PFPC,
Inc., 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of
certain corporate documents and portfolio trading documents which are in the
possession and custody of the administrator and investment adviser. Registrant
is informed that all applicable accounts, books and documents required to be
maintained by registered investment advisers are in the custody and possession
of Eaton Vance Management and Boston Management and Research.

ITEM 29. MANAGEMENT SERVICES

Not applicable

ITEM 30. UNDERTAKINGS

The Registrant undertakes to include the information required by Item 5 of
Form N-1A in its annual reports to shareholders under Rule 30d-1.

C-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and the
Commonwealth of Massachusetts, on April 24, 2000.

EATON VANCE SPECIAL INVESTMENT TRUST

By: /s/ JAMES B. HAWKES
------------------------------
James B. Hawkes, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated on April 24, 2000.
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE TITLE
--------- -----

/s/ James B. Hawkes President (Chief Executive Officer) and Trustee
- -----------------------
James B. Hawkes

/s/ James L. O'Connor Treasurer (and Principal Financial and Accounting Officer)
- -----------------------
James L. O'Connor

Jessica M. Bibliowicz* Trustee
--------------------
Jessica M. Bibliowicz

Donald R. Dwight*
- ----------------- Trustee
Donald R. Dwight

Samuel L. Hayes, III*
- --------------------- Trustee
Samuel L. Hayes

Norton H. Reamer*
- ----------------- Trustee
Norton H. Reamer

Lynn A. Stout* Trustee
- --------------------
Lynn A. Stout

Jack L. Treynor* Trustee
- ---------------------
Jack L. Treynor

*By: /s/ Alan R. Dynner
-----------------------------------
Alan R. Dynner, As attorney-in-fact

</TABLE>

C-8
<PAGE>

SIGNATURES

Capital Growth Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of Eaton Vance Special Investment Trust (File No.
2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on April
24, 2000.

CAPITAL GROWTH PORTFOLIO

By: /s/ JAMES B. HAWKES
---------------------------
James B. Hawkes, President

This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Special Investment Trust (File No. 2-27962) has been signed below by the
following persons in the capacities indicated on April 24, 2000.

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

/s/ James B. Hawkes President (Chief Executive Officer) and Trustee
- --------------------
James B. Hawkes

/s/ James L. O'Connor Treasurer (Principal Financial and Accounting Officer)
- ---------------------
James L. O'Connor

Jessica M. Bibliowicz* Trustee
- ----------------------
Jessica M. Bibliowicz

Donald R. Dwight* Trustee
- ----------------------
Donald R. Dwight

Samuel L. Hayes, III* Trustee
- --------------------
Samuel L. Hayes

Norton H. Reamer* Trustee
- ----------------------
Norton H. Reamer

Lynn A. Stout* Trustee
- ----------------------
Lynn A. Stout

Jack L. Treynor* Trustee
- ---------------------
Jack L. Treynor

*By: /s/ Alan R. Dynner
---------------------------------
Alan R. Dynner (As attorney-in-fact)
</TABLE>

C-9
<PAGE>

SIGNATURES

Emerging Markets Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on April
24, 2000.

EMERGING MARKETS PORTFOLIO

By: HON. ROBERT LLOYD GEORGE*
------------------------------
Hon. Robert Lloyd George, President

Hon. Robert Lloyd George* President (Chief Executive Officer) and Trustee
- -------------------------
Hon. Robert Lloyd George

/s/ James L. O'Connor Treasurer (Principal Financial and Accounting Officer)
- ---------------------
James L. O'Connor

Hon. Edward K.Y. Chen* Trustee
- ----------------------
Hon. Edward K.Y. Chen

Donald R. Dwight* Trustee
- ----------------------
Donald R. Dwight

/s/ James B. Hawkes Trustee
- ----------------------
James B. Hawkes

Samuel L. Hayes, III* Trustee
- --------------------
Samuel L. Hayes

Norton H. Reamer* Trustee
- ---------------------
Norton H. Reamer

*By: /s/ Alan R. Dynner
---------------------------------
Alan R. Dynner (As attorney-in-fact)
</TABLE>

C-10
<PAGE>

SIGNATURES

Growth & Income Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on April
24, 2000.

GROWTH & INCOME PORTFOLIO

By: /s/ JAMES B. HAWKES
---------------------------
James B. Hawkes, President

/s/ James B. Hawkes President (Chief Executive Officer) and Trustee
- --------------------
James B. Hawkes

/s/ James L. O'Connor Treasurer (Principal Financial and Accounting Officer)
- ---------------------
James L. O'Connor

Jessica M. Bibliowicz* Trustee
- ----------------------
Jessica M. Bibliowicz

Donald R. Dwight* Trustee
- ---------------------
Donald R. Dwight

Samuel L. Hayes, III* Trustee
- --------------------
Samuel L. Hayes

Norton H. Reamer* Trustee
- --------------------
Norton H. Reamer

Lynn A. Stout* Trustee
- ---------------------
Lynn A. Stout

Jack L. Treynor* Trustee
- ---------------------
Jack L. Treynor

*By: /s/ Alan R. Dynner
---------------------------------
Alan R. Dynner (As attorney-in-fact)
</TABLE>

C-11
<PAGE>

SIGNATURES

Investment Grade Income Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on April
24, 2000.

INVESTMENT GRADE INCOME PORTFOLIO

By: /s/ JAMES B. HAWKES
---------------------------
James B. Hawkes, President

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

/s/ James B. Hawkes President (Chief Executive Officer) and Trustee
- ---------------------
James B. Hawkes

/s/ James L. O'Connor Treasurer (Principal Financial and Accounting Officer)
- ----------------------
James L. O'Connor

Jessica M. Bibliowicz* Trustee
- ----------------------
Jessica M. Bibliowicz

Donald R. Dwight* Trustee
- ----------------------
Donald R. Dwight

Samuel L. Hayes, III* Trustee
- ----------------------
Samuel L. Hayes

Norton H. Reamer* Trustee
- ---------------------
Norton H. Reamer

Lynn A. Stout* Trustee
- --------------------
Lynn A. Stout

Jack L. Treynor* Trustee
- --------------------
Jack L. Treynor

*By: /s/ Alan R. Dynner
---------------------------------
Alan R. Dynner (As attorney-in-fact)
</TABLE>

C-12
<PAGE>

SIGNATURES

Small Company Growth Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Special Investment Trust
(File No. 2-27962) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on April
24, 2000.

SMALL COMPANY GROWTH PORTFOLIO

By: /s/ JAMES B. HAWKES
--------------------------
James B. Hawkes, President