EATON VANCE MUTUAL FUNDS TRUST, 485APOS, 1995-10-27

EATON VANCE MUTUAL FUNDS TRUST
485APOS, 1995-10-27

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1995

1933 ACT FILE NO. 2-90946
1940 ACT FILE NO. 811-4015
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 26 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 29 [X]

EATON VANCE MUTUAL FUNDS TRUST
---------------------------------------------------------------------
(FORMERLY EATON VANCE GOVERNMENT OBLIGATIONS TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

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

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

It is proposed that this filing will become effective on January 10, 1996
pursuant to paragraph (a) of Rule 485 or such earlier date as the Commission
may determine.

The exhibit index required by Rule 483(a) under the Securities Act of 1933
is located on page in the sequential numbering system of the manually
signed copy of this Registration Statement.

The Registrant has filed a Declaration pursuant to Rule 24f-2 and on
February 23, 1995 filed its "Notice" as required by that Rule for the series
of the Registrant with a fiscal year end of December 31, 1994.

Tax-Managed Growth Portfolio has also executed this Registration
Statement.

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

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

Part A--The Prospectuses of:
EV Marathon Tax-Managed Growth Fund
EV Traditional Tax-Managed Growth Fund

Part B--The Statements of Additional Information of:
EV Marathon Tax-Managed Growth Fund
EV Traditional Tax-Managed Growth Fund

Part C--Other Information

Signatures

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

Exhibits

This Amendment is not intended to amend the Prospectus and Statement of
Additional Information of any series of the Registrant not identified above.
<PAGE>
EATON VANCE MUTUAL FUNDS TRUST
EV MARATHON TAX-MANAGED GROWTH FUND

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

PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -------------------------------
10. ............ Cover Page Cover Page
11. ............ Table of Contents Table of Contents
12. ............ General Information and Other Information
History
13. ............ Investment Objectives and Additional Information About
Policies Investment Policies;
Investment Restrictions
14. ............ Management of the Fund Trustees and Officers; Fees and
Expenses
15. ............ Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............ Investment Advisory and Investment Adviser and
Other Administrator; Distribution
Services Plan; Custodian; Independent
Certified Public Accounts;
Fees and Expenses; Other
Information
17. ............ Brokerage Allocation and Portfolio Security
Other Transactions; Fees and
Practices Expenses
18. ............ Capital Stock and Other Other Information
Securities
19. ............ Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Service for Withdrawal;
Distribution Plan; Fees and
Expenses
20. ............ Tax Status Taxes
21. ............ Underwriters Principal Underwriter; Fees and
Expenses
22. ............ Calculation of Performance Investment Performance
Data
23. ............ Financial Statements Financial Statements
<PAGE>
EATON VANCE MUTUAL FUNDS TRUST
EV TRADITIONAL TAX-MANAGED GROWTH FUND

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

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

INFORMATION REQUIRED IN A PROSPECTUS
EV MARATHON TAX-MANAGED GROWTH FUND

EV MARATHON TAX-MANAGED GROWTH FUND (THE "FUND") IS A MUTUAL FUND
SEEKING LONG-TERM, AFTER-TAX RETURNS FOR ITS SHAREHOLDERS THROUGH INVESTING IN A
DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES. THE FUND CURRENTLY INTENDS TO PURSUE
ITS INVESTMENT OBJECTIVE BY INVESTING ITS ASSETS IN TAX-MANAGED GROWTH PORTFOLIO
(THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME
INVESTMENT OBJECTIVE AS THE FUND, RATHER THAN BY INVESTING DIRECTLY IN AND
MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH AN HISTORICALLY STRUCTURED
MUTUAL FUND. THE FUND IS A SEPARATE SERIES OF EATON VANCE MUTUAL FUNDS TRUST
(THE "TRUST").

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

This Prospectus is designed to provide you with information you should
know before investing in the Fund. Please retain this document for future
reference. A Statement of Additional Information for the Fund dated January 10,
1996, as supplemented from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Statement of
Additional Information is available without charge from the Fund's principal
underwriter, Eaton Vance Distributors, Inc. (the "Principal Underwriter"), 24
Federal Street, Boston, MA 02110 (telephone (800) 225-6265). The Fund's
investment adviser is Boston Management and Research (the "Investment Adviser"),
a wholly-owned subsidiary of Eaton Vance Management, and Eaton Vance Management
is the administrator (the "Administrator") of the Fund. The offices of the
Investment Adviser and the Administrator are located at 24 Federal Street,
Boston, MA 02110.

Page Page
---- ----
Shareholder and Fund Expenses ... 2 How to Buy Fund Shares ............ 13
The Fund's Investment Objective . 3 How to Redeem Fund Shares ......... 15
The Tax-Managed Mutual Fund Reports to Shareholders ........... 17
Advantage ..................... 3 The Lifetime Investing Account/
Investment Policies and Risks ... 4 Distribution Options ............ 18
Organization of the Fund and The Eaton Vance Exchange
the Portfolio ................. 7 Privilege ....................... 19
Management of the Fund and Eaton Vance Shareholder Services .. 20
the Portfolio ................. 9 Distributions and Taxes ........... 21
Distribution Plan ............... 11 Performance Information ........... 23
Valuing Fund Shares ............. 13
- -------------------------------------------------------------------------------

PROSPECTUS DATED JANUARY 10, 1996
<PAGE>
SHAREHOLDER AND FUND EXPENSES
- -------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Redemption Fees None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges
Imposed on Redemptions During the First Seven Years (as
a percentage of redemption proceeds exclusive of all
reinvestments and capital appreciation in the account) 5.00%-0%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
Investment Adviser Fee 0.625%
Rule 12b-1 Distribution (and Service) Fees 0.750%
Other Expenses 0.250%
------
Total Operating Expenses 1.625%
======

EXAMPLES 1 YEAR 3 YEARS
------ -------
An investor would pay the following contingent deferred
sales charge and expenses on a $1,000 investment,
assuming (a) 5% annual return and (b) redemption at the
end of each time period: $67 $91
An investor would pay the following expenses on the same
investment, assuming (a) 5% annual return and (b) no
redemptions: $17 $51

Notes:
The table and Examples summarize the aggregate expenses of the Fund and the
Portfolio and are designed to help investors understand the costs and
expenses they will bear directly or indirectly by investing in the Fund.
Information is based on estimated expenses for the current fiscal year
because the Fund was only recently organized.

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

The Examples should not be considered a representation of past or future
expenses, and actual expenses may be greater or less than those shown.
Federal regulations require the Examples to assume a 5% annual return, but
actual return will vary. For further information regarding the expenses of
both the Fund and the Portfolio see "Organization of the Fund and the
Portfolio," "Management of the Fund and the Portfolio," "How to Redeem Fund
Shares" and "Distribution Plan." Because the Fund makes payments under its
Distribution Plan adopted under Rule 12b-1, a long-term shareholder may pay
more than the economic equivalent of the maximum front-end sales charge
permitted by a rule of the National Association of Securities Dealers, Inc.

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

For shares sold by Authorized Firms and remaining outstanding for at least
one year, the Fund will pay service fees not exceeding .25% per annum of its
average daily net assets. The Fund expects to begin making service fee
payments during the quarter ending March 31, 1997. Therefore, expenses after
year one will be higher. See "Distribution Plan."

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

EV MARATHON TAX-MANAGED GROWTH FUND (THE "FUND") IS A DIVERSIFIED SERIES OF
EATON VANCE MUTUAL FUNDS TRUST (THE "TRUST"). THE FUND'S INVESTMENT OBJECTIVE IS
TO ACHIEVE LONG-TERM, AFTER-TAX RETURNS FOR ITS SHAREHOLDERS THROUGH INVESTING
IN A DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES. THE FUND CURRENTLY INTENDS TO
PURSUE ITS INVESTMENT OBJECTIVE BY INVESTING ITS ASSETS IN TAX-MANAGED GROWTH
PORTFOLIO (THE "PORTFOLIO"), A SEPARATE REGISTERED INVESTMENT COMPANY WITH THE
SAME INVESTMENT OBJECTIVES AND POLICIES AS THE FUND.

In its operations, the Portfolio seeks to achieve after-tax returns for
its shareholders in part by minimizing the taxes they incur in connection with
the Portfolio's investment income and realized capital gains. Taxes on
investment income are minimized by investing primarily in lower yielding
securities. Realized capital gains are minimized by maintaining relatively low
portfolio turnover, and by employing a variety of tax-efficient management
strategies. See "Investment Policies and Risks" for further information.

The Fund is designed for long-term taxable investors. The Fund is not
intended to be a complete investment program. Prospective investors should take
into account their objectives and other investments when considering the
purchase of Fund shares. The Fund cannot assure achievement of its investment
objective. While the Fund seeks to minimize investor taxes associated with the
Fund's investment income and realized capital gains, the Fund may have taxable
investment income and may realize taxable gains from time to time. The Fund's
and the Portfolio's investment objectives are nonfundamental and may be changed
when authorized by a vote of the Trustees of the Trust or the Portfolio,
respectively, without obtaining the approval of the Fund's shareholders or the
investors in the Portfolio, as the case may be. The Trustees of the Trust have
no present intention to change the Fund's objective and intend to submit any
proposed material change in the investment objective to shareholders in advance
for their approval.

THE TAX-MANAGED MUTUAL FUND ADVANTAGE
- -------------------------------------------------------------------------------

Taxes are a major influence on the net returns that investors receive on their
taxable investments. Today, dividends and short-term capital gains distributed
by mutual funds are taxed at federal income tax rates as high as 39.6% and
distributions of long-term capital gains are taxed at federal tax rates of up to
28%. Including state taxes, the top tax rates in high-tax states such as
California, New York, and Massachusetts are in a range of 45-48% on dividend
income and short-term gains and 33-36% on long-term capital gains. There is
legislation before Congress that may reduce federal tax rates on long-term
capital gains, but its status is uncertain.

Most equity mutual funds are managed to maximize PRE-TAX returns,
largely ignoring the considerable impact on returns of taxes incurred by
investors in connection with distributions of income and capital gains. In
contrast, the Fund seeks to achieve long-term, AFTER-TAX returns for its
shareholders.
In seeking to achieve long-term, after-tax returns in part by
minimizing current taxes and availing the tax-deferred accumulation of asset
value, the Fund is similar to and competitive with retirement planning
instruments such as IRAs and variable annuities. Compared to these products, the
Fund has considerably less flexibility to select and manage its investments
tax-efficiently. Because it is a mutual fund, however, the Fund avoids a number
of structural disadvantages inherent in an IRA or a variable annuity--including
the limitations and penalties on early withdrawals, the taxing of all income and
gain upon withdrawal at ordinary income rates, and the inability to gain a step
up in basis at death. A variable annuity may also have higher annual expenses
than the Fund due to the embedded insurance features. Contributions to IRAs are
subject to a $2,000 annual limit.

An analysis of the hypothetical returns achievable from a tax-managed
equity fund compared to a conventional equity mutual fund and a variable annuity
or an IRA can illustrate the fundamental soundness of a tax-managed equity fund
approach. Assuming identical annual pre-tax returns, over a holding period of
several years a tax-managed fund can generate liquidation proceeds higher than a
conventional managed equity mutual fund and higher than a variable annuity or
IRA. If the investments are passed into an estate (thereby triggering a step-up
in basis), the relative performance advantage of a tax-managed fund compared to
a conventional fund, or to a variable annuity or an IRA can be substantial,
again assuming equivalent annual returns before taxes. Of course, actual returns
achieved by long-term investors in the Fund cannot be predicted.

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

It is the policy of the Portfolio to invest in a broadly diversified selection
of equity securities, emphasizing common stocks of domestic and foreign growth
companies that are considered to be high in quality and attractive in their
long-term investment prospects. Under normal market conditions the Portfolio
will invest at least 65% of its assets in common stocks. Although the Portfolio
may invest in investment-grade preferred stocks and debt securities, purchase of
such securities will normally be limited to securities convertible into common
stocks and temporary investments in short-term notes or government obligations.
The Portfolio's holdings will represent a number of different industries, and
not more than 25% of the Portfolio's assets will be invested in any one
industry. During defensive periods in which the Investment Adviser believes that
returns on common stock investments may be unfavorable, the Fund may invest a
portion of its assets in U.S. government obligations and high quality short-term
notes.

In its operations, the Portfolio seeks to achieve after-tax returns for
its shareholders in part by minimizing the taxes they incur in connection with
the Portfolio's investment income and realized capital gains. Taxes on
investment income are minimized by investing primarily in lower yielding
securities. The Fund can be expected to distribute relatively low levels of
taxable investment income, if any.

Realized capital gains are minimized in part by maintaining relatively
low portfolio turnover, investing primarily in established companies with
characteristics of above-average growth, predictability and stability that are
acquired with the expectation of being held for a period of years. The Portfolio
will generally seek to avoid realizing short-term capital gains. When a decision
is made to sell a particular appreciated security, the Portfolio will select for
sale those share lots with holding periods sufficient to qualify for long-term
capital gains treatment and among those, the share lots with the highest cost
basis. The Portfolio may, when prudent, sell securities to realize capital
losses that can be used to offset realized capital gains.

To protect against price declines in securities holdings with large
accumulated capital gains, the Portfolio may use hedging techniques such as
short sales of securities held, the purchase of put options, the sale of stock
index futures contracts, and equity swaps. By using these techniques rather than
selling such securities the Portfolio can reduce its exposure to price declines
in the securities without realizing substantial capital gains. To avoid the
forced sale of securities and the realization of capital gains during periods of
net shareholder redemptions, the Portfolio and the Fund follow the practice of
normally meeting redemptions in whole or in part through the distribution of
readily marketable securities. The practice of distributing securities to meet
shareholder redemptions provides the Portfolio with a useful management tool
allowing appreciated stock positions to be reduced without causing capital gains
to be realized. A redeeming shareholder who receives securities will incur no
more or less taxable gain than if the redemption had been paid in cash, and can
elect to sell the distributed securities to Eaton Vance at no cost. It is
expected that by employing these strategies for tax-efficient management, the
Portfolio can minimize the extent to which net capital gains are realized each
year, and the extent to which shareholders incur taxes as a result of these
realized gains. The Portfolio may nevertheless realize taxable gains from time
to time.

An investment in the Fund entails the risk that the principal value of
Fund shares may not increase or may decline. The Portfolio will be managed for
long-term, after-tax returns. In managing the Portfolio, the Investment Adviser
will generally avoid selling securities with large accumulated capital gains.
Such securities are expected to comprise a substantial portion of the assets of
Portfolio. Although the Portfolio may utilize certain hedging strategies in lieu
of selling appreciated securities, the Fund's exposure to losses during stock
market declines may nonetheless be higher than that of other funds that do not
follow a general policy of avoiding sales of highly-appreciated securities.

The Portfolio may invest in foreign securities. Investing in securities
issued by foreign companies involves considerations and possible risks not
typically associated with investing in securities issued by U.S. companies. The
value of foreign investments to U.S. investors may be adversely affected by
changes in currency exchange rates. Foreign brokerage commissions, custody fees
and other costs of investing are generally higher than in the United States, and
foreign securities markets may be less liquid, more volatile and less subject to
government supervision than in the United States. Investments in foreign
securities could be adversely affected by other factors not present in the
United States, including expropriation, confiscatory taxation, lack of uniform
accounting and auditing standards, and potential difficulties in enforcing
contractual obligations. To reduce some of these risks, the Portfolio will only
invest in issuers located in developed countries whose securities are traded in
established markets.

The Portfolio may engage in short sales against-the-box of securities
held. The Portfolio may sell securities short where 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). Short sale against-the-box
transactions enable the Portfolio to hedge its exposure to securities that it
holds without selling the securities and recognizing gains. A short sale
against-the-box requires that the short seller absorb a cost of carry so long as
the position is open. In a short 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 gain to be recognized. The Portfolio
expects to normally close its short against-the-box transactions by delivering
newly-acquired stock.

The Portfolio may purchase or sell derivative instruments to hedge
against securities price declines and currency movements and to enhance returns.
The Portfolio may engage in transactions in derivative instruments (which derive
their value by reference to other securities, indices, instruments, or
currencies) in the U.S. and abroad. Such transactions may include the purchase
and sale of stock index futures contracts and options on stock index futures;
the purchase of put options and the sale of call options on securities held in
the Portfolio; equity swaps; and the purchase and sale of forward currency
exchange contracts and currency futures. The Portfolio may use transactions in
derivative instruments as a substitute for the purchase and sale of securities.
Derivative transactions may be more advantageous in a given circumstance than
transactions involving securities due to more favorable tax treatment, lower
transaction costs, or greater liquidity. While many derivative instruments have
built-in leveraging characteristics, the Portfolio will not use them to leverage
its net assets.

The purchase and sale of derivative instruments is a highly specialized
activity that can expose the Portfolio to a significant risk of loss. The
built-in leveraging inherent to many derivative instruments can result in losses
that substantially exceed the initial amount paid or received. Equity swaps and
over-the-counter 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. 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 an underlying
security, index, instrument, or currency. There can be no assurance that the use
of derivative instruments will be advantageous to the Portfolio.

The Portfolio will only enter into equity swaps and over-the-counter
options contracts with counterparties whose credit quality or claims paying
ability are considered to be investment grade by the Investment Adviser. In
addition, at the time of entering into a transaction, the Portfolio's credit
exposure to any one counterparty will be limited to 5% or less of the net assets
of the Portfolio. The Portfolio's investment in illiquid assets, which may
include equity swaps and over-the-counter options, may not represent more than
15% of net assets at the time any such illiquid assets are acquired.

All futures contracts entered into by the Portfolio will be traded on
exchanges or boards of trade that are licensed and regulated by the Commodities
Futures Trading Commission (the "CFTC") and must be executed through a futures
commission merchant or brokerage firm that is a member of the relevant exchange.
Under CFTC regulations, the Portfolio may only enter into futures contracts if,
immediately thereafter, the value of the aggregate initial margin with respect
to all currently outstanding non-hedging positions in futures contracts does not
exceed 5% of the Fund's net asset value, after taking into account unrealized
profits and losses on such positions.

The Portfolio may own restricted securities. Restricted securities are
securities that are not freely tradeable or which are subject to restrictions on
sale under the Securities Act of 1933. Such securities are illiquid and may be
difficult to properly value. Not more than 15% of the Portfolio's net assets may
be invested in restricted securities or other illiquid assets at the time any
such illiquid assets are acquired.

LENDING OF PORTFOLIO SECURITIES. The Portfolio may seek to earn income by
lending portfolio securities to broker-dealers or other institutional borrowers.
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 an
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 justifies the attendant risk.

CERTAIN INVESTMENT POLICIES. The Fund and the Portfolio have adopted certain
fundamental investment restrictions and policies which are enumerated in detail
in the Statement of Additional Information and which may not be changed unless
authorized by a shareholder vote and an investor vote, respectively. Among the
fundamental restrictions, neither the Fund nor the Portfolio may (a) borrow
money, except as permitted by the 1940 Act, or (b) with respect to 75% of its
total assets, invest more than 5% of total assets (taken at current value) in
the securities of any one issuer, or invest in more than 10% of the outstanding
voting securities of any one issuer, except obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and except securities of
other investment companies. Investment restrictions are considered at the time
of acquisition of assets; the sale of portfolio assets is not required in the
event of a subsequent change in circumstances.

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

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

The Fund is a diversified series of Eaton Vance Mutual Funds Trust, a business
trust established under Massachusetts law pursuant to a Declaration of Trust
dated May 7, 1984, as amended and restated. The Trust is a mutual fund - an
open-end management investment company. THE TRUSTEES OF THE TRUST ARE
RESPONSIBLE FOR THE OVERALL MANAGEMENT AND SUPERVISION OF ITS AFFAIRS. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series and because the Trust can offer separate series
(such as the Fund) it is known as a "series company." Each share represents an
equal proportionate beneficial interest in the Fund. When issued and
outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Fund Shares." Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.

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

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

The Trustees of the Trust have considered the advantages and
disadvantages of investing the assets of the Fund in the Portfolio, as well as
the advantages and disadvantages of the two-tier format. The Trustees believe
that by investing in the Portfolio, the Fund can participate in a substantially
larger and more diverse pool of equity investments than if it were invest its
assets directly.

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

Information regarding other funds or investors that invest in the
Portfolio may be obtained by contacting Eaton Vance Distributors, Inc. (the
"Principal Underwriter" or "EVD"), 24 Federal Street, Boston, MA 02110 (617)
482-8260. Smaller investors in the Portfolio may be adversely affected by the
actions of larger investors in the Portfolio. For example, if a large investor
withdraws from the Portfolio, the remaining investors may experience higher pro
rata operating expenses, thereby producing lower returns. Additionally, the
Portfolio may become less diverse, resulting in increased portfolio risk, and
experience decreasing economies of scale. However, this possibility exists as
well for historically structured funds which have large or institutional
investors.

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

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

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

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

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

Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. Under the
investment advisory agreement with the Portfolio, BMR receives a monthly
advisory fee of 5/96 of 1% (equivalent to 0.625% annually) of the average daily
net assets of the Portfolio up to $500 million.

On net assets of $500 million and over the annual fee is reduced as follows:

ANNUALIZED FEE RATE
AVERAGE DAILY NET ASSETS FOR THE MONTH (FOR EACH LEVEL)
-------------------------------------- -------------------
$500 million but less than $1 billion .................... 0.5625%
$1 billion but less than $1.5 billion .................... 0.5000%
$1.5 billion and over .................................... 0.4375%

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

Duncan W. Richardson has acted as a portfolio manager of the Portfolio
since it commenced operations. He has been a Vice President of Eaton Vance since
1990, a Vice President of BMR since 1992 and an employee of Eaton Vance since
1987.

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES
AND VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $16 BILLION. EATON VANCE HAS BEEN MANAGING INVESTMENT COMPANIES
WITH OBJECTIVES SIMILAR TO THAT OF THE FUND SINCE 1961, AND CURRENTLY MANAGES
FUNDS WITH SUCH SIMILAR OBJECTIVES HAVING ASSETS OF OVER $650 MILLION. Eaton
Vance is a wholly-owned subsidiary of Eaton Vance Corp., a publicly held holding
company. Eaton Vance Corp., through its subsidiaries and affiliates, engages in
investment management and marketing activities, fiduciary and banking services,
oil and gas operations, real estate investment, consulting and management, and
development of precious metals properties.

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

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

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

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

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

Because of the NASD Rule limitation on the amount of sales commissions
and distribution fees paid to the Principal Underwriter during any fiscal year,
a high level of sales of Fund shares during the initial years of the Fund's
operations would cause a large portion of the sales commission attributable to a
sale of Fund shares to be accrued and paid by the Fund to the Principal
Underwriter in fiscal years subsequent to the year in which such shares were
sold. This spreading of sales commissions payments under the Plan over an
extended period would result in the incurrence and payment of increased
distribution fees under the Plan.

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO
THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR. The
Trustees of the Trust have initially implemented the Plan by authorizing the
Fund to make quarterly service fee payments to the Principal Underwriter and
Authorized Firms in amounts not expected to exceed .25% per annum of the Fund's
average daily net assets based on the value of Fund shares sold by such persons
and remaining outstanding for at least one year. As permitted by the NASD Rule,
such payments are made for personal services and/or the maintenance of
shareholder accounts. Service fees are separate and distinct from the sales
commissions and distribution fees payable by the Fund to the Principal
Underwriter, and as such are not subject to automatic discontinuance when there
are no outstanding Uncovered Distribution Charges of the Principal Underwriter.
The Fund expects to begin making service fee payments during the quarter ending
March 31, 1997.

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

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

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

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

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

The Portfolio's net asset value is also determined as of the close of
regular trading on the Exchange by IBT (as custodian and agent for the
Portfolio) based on market or fair value in the manner authorized by the
Trustees of the Portfolio. Net asset value is computed by subtracting the
liabilities of the Portfolio from the value of its total assets. Securities
listed on securities exchanges or in the NASDAQ National Market are valued at
closing sale prices. For further information regarding the valuation of the
Portfolio's assets, see "Determination of Net Asset Value" in the Statement of
Additional Information. Eaton Vance Corp. owns 77.3% of the outstanding stock of
IBT, the Fund's and the Portfolio's custodian. Eaton Vance Corp., however, has
announced its intention to spin-off IBT as an independent company before the end
of 1995.

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

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

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the net asset value per share of the Fund next determined after an order is
effective. The Fund may suspend the offering of shares at any time and may
refuse an order for the purchase of shares.

An initial investment in the Fund must be at least $5,000. Once an
account has been established the investor may send investments of $500 or more
at any time directly to the Fund's transfer agent (the "Transfer Agent") as
follows: The Shareholder Services Group, Inc. BOS725, P.O. Box 1559, Boston, MA
02104. The $5,000 minimum initial investment is waived for Bank Automated
Investing accounts, which may be established with an investment of $500 or more.
See "Eaton Vance Shareholder Services."

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 acquired at their net asset value as determined above. The
minimum value of securities (or securities and cash) accepted for deposit is
$5,000. Eaton Vance may choose for the Portfolio to retain the securities for
investment purposes. The number of Fund shares to be issued to an investor
exchanging securities that are retained by the Portfolio will be the value of
the securities, as determined by the Portfolio's valuation procedures, divided
by the applicable net asset value per Fund share on the day such securities are
accepted. Securities accepted for exchange may also be sold for the account of
their owner on the day of their receipt by IBT or as soon thereafter as
possible. The number of Fund shares acquired to be issued in exchange for
securities that are sold will be the aggregate proceeds from the sale of such
securities, divided by the applicable net asset value per Fund share on the day
such proceeds are received. Eaton Vance will use reasonable efforts to obtain
the then current market price for such securities, but does not guarantee the
best price available. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

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

IN THE CASE OF BOOK ENTRY:

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

IN THE CASE OF PHYSICAL DELIVERY:

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

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

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

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE SHAREHOLDER SERVICES
GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MA 02104, on any business day a
written request for redemption in good order, plus any share certificates with
executed stock powers. The redemption price will be based on the net asset value
per Fund share next computed after such delivery. Good order means that all
relevant documents must be endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) must be guaranteed by a member of either the
Securities Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan institutions,
credit unions, securities dealers, securities exchanges, clearing agencies and
registered securities associations as required by a regulation of the Securities
and Exchange Commission and acceptable to The Shareholder Services Group, Inc.
In addition, in some cases, good order may require the furnishing of additional
documents such as where shares are registered in the name of a corporation,
partnership or fiduciary. If a shareholder desires the receipt of cash, the
option to sell distributed securities to Eaton Vance must have been received.

Within seven days after receipt of a redemption request in good order
by The Shareholder Services Group, Inc., the Fund will make payment for the net
asset value of the shares as of the date determined above, reduced by the amount
of any applicable contingent deferred sales charges (described below) and any
Federal income tax required to be withheld.

MEETING REDEMPTIONS BY DISTRIBUTING PORTFOLIO SECURITIES. The Portfolio and the
Fund follow the practice of normally meeting redemptions requests in whole or in
part by distributing securities held in the Portfolio. By distributing
securities, the forced sale of assets and the realization of capital gains
during periods of net shareholder redemptions can be avoided. At the request of
a redeeming investor who is to receive securities, the Portfolio will endeavor
to provide the redeeming investor with a diversified selection of securities.
However, it is not obligated to do so (except for redemptions in excess of $2
million), and its selection of one or more securities for this purpose, having
in mind the best interests of all the investors, is conclusive. For in kind
redemptions of more than $2 million, the Portfolio will honor requests for a
diversified selection of securities (no stock more than 10% and no industry more
than 25% of the redemption value) provided that the Portfolio has sufficient
securities available for distribution without triggering tax obligations for
other investors.

Certain investors in the Portfolio may acquire interests in the
Portfolio by contributing securities. Due to tax considerations, during the
first five years following the contribution of securities to the Portfolio by an
investor, such securities will not be distributed to any investor other than the
investor who contributed those securities. Investors who acquire interests in
the Portfolio by contributing securities and who redeem interests within five
years thereafter will generally receive back one or more of the securities they
contributed. In partial redemptions by such investors during this period, the
Portfolio will attempt to accommodate requests to initially distribute those
contributed securities and share lots with the highest cost basis.

The Portfolio will only distribute readily marketable securities,
except for restricted securities contributed by an investor, which may be
distributed back to the contributing investor. Distributed securities will be
valued pursuant to the Portfolio's valuation procedures.

OPTION TO SELL DISTRIBUTED SECURITIES TO EATON VANCE. The Portfolio's practice
of normally meeting redemptions in whole or in part through the distribution of
portfolio securities means that its investors could incur brokerage costs and
exposure to market risk in converting the distributed securities to cash. As a
service to the Fund's shareholders, Eaton Vance will make available an option
through which a redeeming shareholder who receives securities can elect to sell
the distributed securities to Eaton Vance at no cost and at a price equal to the
price used in determining the redemption value of the distributed securities.
Redeeming shareholders who elect to sell the distributed securities to Eaton
Vance will receive a cash payment equal to the redemption value of the shares
redeemed, the same as would be the case if the redemption had been paid in cash.
Eaton Vance bears the costs and risks of selling the securities on the open
market.

Shareholders may also elect to take delivery of securities distributed
upon a redemption of shares. Shareholders making this election could incur
brokerage charges and other costs and may be exposed to market risk in selling
the distributed securities.

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

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

Due to the high cost of maintaining small accounts, the Fund reserves
the right to redeem accounts with balances of less than $5,000. Prior to such a
redemption, shareholders will be given 60 days' written notice to make an
additional purchase. Thus, an investor making an initial investment of $5,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. No
contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.

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

YEAR OF CONTINGENT
REDEMPTION DEFERRED SALES
AFTER PURCHASE CHARGE
-------------- -------------
First or Second.................................. 5%
Third............................................ 4%
Fourth........................................... 3%
Fifth............................................ 2%
Sixth............................................ 1%
Seventh and following............................ 0%

In calculating the contingent deferred sales charge upon the redemption
of Fund shares acquired in an exchange for shares of a fund currently listed
under "The Eaton Vance Exchange Privilege," the contingent deferred sales charge
schedule applicable to the shares at the time of purchase will apply and the
purchase of Fund shares acquired in the exchange is deemed to have occurred at
the time of the original purchase of the exchanged shares. The contingent
deferred sales charge will be waived for shares redeemed (1) pursuant to a
Withdrawal Plan (see "Eaton Vance Shareholder Services"), (2) as part of a
required distribution from a tax-sheltered retirement plan, or (3) following the
death of all beneficial owners of such shares, provided the redemption is
requested within one year of death (a death certificate and other applicable
documents may be required).

No contingent deferred sales charge will be imposed on Fund shares
which have been sold to Eaton Vance or its affiliates, or to their respective
employees or clients. The contingent deferred sales charge will be paid to the
Principal Underwriter or the Fund.

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT DEFERRED
SALES CHARGE. ASSUME THAT AN INVESTOR PURCHASES $100,000 OF THE FUND'S SHARES
AND THAT 16 MONTHS LATER THE VALUE OF THE ACCOUNT HAS GROWN THROUGH
INVESTMENT PERFORMANCE AND REINVESTMENT OF DIVIDENDS TO $120,000. THE
INVESTOR THEN MAY REDEEM UP TO $20,000 OF SHARES WITHOUT INCURRING A
CONTINGENT DEFERRED SALES CHARGE. IF THE INVESTOR SHOULD REDEEM $30,000 OF
SHARES, A CHARGE WOULD BE IMPOSED ON $10,000 OF THE REDEMPTION. THE RATE
WOULD BE 5% BECAUSE THE REDEMPTION WAS MADE IN THE SECOND YEAR AFTER THE
PURCHASE WAS MADE AND THE CHARGE WOULD BE $500.

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

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

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

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

Each time a transaction takes place in a shareholder's account, the
shareholder will receive a statement showing complete details of the transaction
and the current balance in the account. (Under certain investment plans,
statements may be sent only quarterly.) THE LIFETIME INVESTING ACCOUNT PERMITS A
SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES BY SENDING A CHECK FOR $500
OR MORE to The Shareholders Services Group, Inc.

Any questions concerning a shareholder's account or services available
may be directed by telephone to EATON VANCE SHAREHOLDER SERVICES at
800-225-6265, extension 2, or in writing to The Shareholder Services Group,
Inc., BOS725, P.O. Box 1559, Boston, MA 02104 (please provide the name of the
shareholder, the Fund and the account number).

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

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

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

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

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

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

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

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

UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL
INVESTMENTS IN SHARES BY SENDING A CHECK FOR $500 OR MORE.

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

Shares of the Fund currently may be exchanged for shares of one or more other
funds in the Eaton Vance Marathon Group of Funds (which includes any EV Marathon
fund, except Eaton Vance Prime Rate Reserves) or Eaton Vance Money Market Fund,
which are distributed subject to a contingent deferred sales charge, on the
basis of the net asset value per share of each fund at the time of the exchange,
provided that such exchange offers are available only in states where shares of
the fund being acquired may be legally sold.

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

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

No contingent deferred sales charge is imposed on exchanges. For
purposes of calculating the contingent deferred sales charge upon the redemption
of shares acquired in an exchange, the contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase of
shares acquired in one or more exchanges is deemed to have occurred at the time
of the original purchase of the exchanged shares. For the contingent deferred
sales charge schedule applicable to the Eaton Vance Marathon Group of Funds
(except EV Marathon Strategic Income Fund and Class I shares of any EV Marathon
Limited Maturity Fund), see "How to Redeem Fund Shares." The contingent deferred
sales charge schedule applicable to EV Marathon Strategic Income Fund and Class
I shares of any EV Marathon Limited Maturity Fund is 3%, 2.5%, 2% or 1% in the
event of a redemption occurring in the first, second, third or fourth year,
respectively, after the original share purchase.

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

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

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

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $5,000 minimum
investment has been made, checks of $500 or more payable to the order of EV
Marathon Tax-Managed Growth Fund may be mailed directly to The Shareholder
Services Group, Inc. BOS725, P.O. Box 1559, Boston, MA 02104 at any time --
whether or not distributions are reinvested. The name of the shareholder, the
Fund and the account number should accompany each investment.

BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$500 or more may be made automatically each month or quarter from the
shareholder's bank account. The $5,000 minimum initial investment and small
account redemption policy are waived for these accounts.

SYSTEMATIC WITHDRAWAL PLAN: The Fund will make available to shareholders making
a deposit of at least $20,000 a systematic withdrawal plan through which they
can make regular quarterly redemptions to yield them either a specified dollar
amount of at least $800 per year or a specified percentage of net asset value of
at least 4% but not more than 12% annually. Such amount will not be subject to a
contingent deferred sales charge. See "How to Redeem Fund Shares." These
redemptive distributions will generally be met primarily by distributing
securities, which the redeeming shareholder could elect to be sold to Eaton
Vance in the same manner as described above for regular redemptions. See "How to
Redeem Fund Shares." Such distributions would be paid at the option of each
shareholder and would reduce the number of Fund shares held by any shareholder
electing to receive them. Distributions would consist of an untaxed return of
capital component and a taxable capital gain or capital loss. The all-in tax
rate on the amount of cash received in such redemptions (equal to the capital
gains rate multiplied by the percentage of the distribution that is gain rather
than return of capital) would be substantially below the rate payable by mutual
fund investors on dividend distributions (equal to the ordinary income tax
rate).

REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST, WITH CREDIT FOR ANY CONTINGENT DEFERRED SALES CHARGES PAID ON THE
REPURCHASED OR REDEEMED SHARES, ANY PORTION OR ALL OF THE REPURCHASE OR
REDEMPTION PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO
ROUND OFF THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE FUND,
provided that the reinvestment is effected within 60 days after such repurchase
or redemption, and the privilege has not been used more than once in the prior
12 months. Shares are sold to a reinvesting shareholder at the net asset value
next determined following timely receipt of a written purchase order by the
Principal Underwriter or by the Fund (or by the Fund's Transfer Agent). To the
extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired
within the period beginning 30 days before and ending 30 days after the date of
the redemption), some or all of the loss generally will not be allowed as a tax
deduction. Shareholders should consult their tax advisers concerning the tax
consequences of reinvestments.

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

The Fund will be managed toward an objective of achieving long-term, after-tax
returns in part by minimizing shareholders taxes. Because distributions of net
investment income and realized capital gains give rise to shareholder taxes, the
Fund will generally seek to select and manage its investments so as to minimize
net investment income and net realized gains and associated distributions. The
Fund can be expected to generally distribute a lesser percentage of returns each
year than other funds. There can be no assurance, however, that the Fund can be
managed to avoid taxable distributions.

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

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

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

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

Capital gains referred to in clause (B) above, if any, realized by the
Portfolio and allocated to the Fund for the Fund's fiscal year, which ends on
October 31, will usually be distributed by the Fund prior to the end of
December. Distributions by the Fund of long-term capital gains allocated to the
Fund by the Portfolio are taxable to shareholders as long-term capital gains,
whether paid in cash or reinvested in additional shares of the Fund and
regardless of the length of time Fund shares have been owned by the shareholder.

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

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

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

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

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

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by multiplying a hypothetical
initial purchase order of $5,000 invested at the maximum public offering price
(net asset value) by the average annual compounded rate of return (including
capital appreciation/depreciation, and dividends and distributions paid and
reinvested) for the stated period and annualizing the result. The average annual
total return calculation assumes a complete redemption of the investment and the
deduction of any contingent deferred sales charge at the end of the period. The
Fund may also publish annual and cumulative total return figures from time to
time. The Fund may use such total return figures, together with comparisons with
the Consumer Price Index, various domestic and foreign securities indices and
performance studies prepared by independent organizations, in advertisements and
in information furnished to present or prospective shareholders. The Fund may
use total return figures showing after-tax returns, including comparisons to
tax-deferred vehicles.

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

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

INVESTMENT ADVISER OF
TAX-MANAGED GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF
EV MARATHON TAX-MANAGED GROWTH FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

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

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV MARATHON TAX-MANAGED GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110
<PAGE>

EV MARATHON TAX-MANAGED GROWTH FUND

PROSPECTUS
JANUARY 10, 1996

M-
<PAGE>
Part A

INFORMATION REQUIRED IN A PROSPECTUS
EV TRADITIONAL TAX-MANAGED GROWTH FUND

EV TRADITIONAL TAX-MANAGED GROWTH FUND (THE "FUND") IS A MUTUAL FUND
SEEKING LONG-TERM, AFTER-TAX RETURNS FOR ITS SHAREHOLDERS THROUGH INVESTING IN A
DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES. THE FUND CURRENTLY INTENDS TO PURSUE
ITS INVESTMENT OBJECTIVE BY INVESTING ITS ASSETS IN TAX-MANAGED GROWTH PORTFOLIO
(THE "PORTFOLIO"), A DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME
INVESTMENT OBJECTIVE AS THE FUND, RATHER THAN BY INVESTING DIRECTLY IN AND
MANAGING ITS OWN PORTFOLIO OF SECURITIES AS WITH AN HISTORICALLY STRUCTURED
MUTUAL FUND. THE FUND IS A SEPARATE SERIES OF EATON VANCE MUTUAL FUNDS TRUST
(THE "TRUST").

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Page Page
Shareholder and Fund Expenses........ 2 How to Redeem Fund Shares........ 14
The Fund's Investment Objective...... 3 Reports to Shareholders.......... 17
The Tax-Managed Mutual Fund Advantage 3 The Lifetime Investing Account/
Investment Policies and Risks........ 4 Distribution Options........... 17
Organization of the Fund and The Eaton Vance Exchange
the Portfolio...................... 7 Privilege...................... 18
Management of the Fund and Eaton Vance Shareholder Services 19
the Portfolio...................... 10 Distributions and Taxes.......... 21
Service Plan......................... 11 Performance Information.......... 22
Valuing Fund Shares.................. 11 Statement of Intention and Escrow
How to Buy Fund Shares............... 12 Agreement...................... 23

- --------------------------------------------------------------------------------
PROSPECTUS DATED JANUARY 10, 1996
<PAGE>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charges Imposed on Purchases of Shares
(as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Redemption Fees None Fees to Exchange Shares None
Contingent Deferred Sales Charges (on purchases of $1 million or more)
Imposed on Redemptions During the First Year (as a
percentage of redemption proceeds exclusive of all reinvestments
and capital appreciation in the account) 0.50%
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES
(as a percentage of average daily net assets)
Investment Adviser Fee 0.625%
Service Fees 0.000%
Other Expenses 0.250
------
Total Operating Expenses 0.875%
======
EXAMPLES 1 YEAR 3 YEARS
------ -------
An investor would pay the following expenses (including
maximum initial sales charge) on a $1,000
investment, assuming (a) 5% annual return and
(b) redemption at the end of each time period: $56 $74

No sales charge is payable at the time of purchase on investments of $1
million or more. However, a contingent deferred sales charge of .50% will be
imposed on such investments in the event of certain redemptions within one
year of purchase. See "How to Buy Fund Shares," "How to Redeem Fund Shares"
and "Eaton Vance Shareholder Services."

For shares sold by Authorized Firms and remaining outstanding for at least
one year, the Fund will pay service fees not exceeding .25% per annum of
its average daily net assets. The Fund expects to begin making service fee
payments during the quarter ending March 31, 1997. Therefore, expenses
after year one will be higher. See "Service Plan."

Other investment companies with different distribution arrangements and fees
are investing in the Portfolio and additional such companies and other
investors may do so in the future. See "Organization of the Fund and the
Portfolio."
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

EV TRADITIONAL TAX-MANAGED GROWTH FUND (THE "FUND") IS A DIVERSIFIED SERIES OF
EATON VANCE MUTUAL FUNDS TRUST (THE "TRUST"). THE FUND'S INVESTMENT OBJECTIVE IS
TO ACHIEVE LONG-TERM, AFTER-TAX RETURNS FOR ITS SHAREHOLDERS THROUGH INVESTING
IN A DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES. THE FUND CURRENTLY INTENDS TO
PURSUE ITS INVESTMENT OBJECTIVE BY INVESTING ITS ASSETS IN TAX-MANAGED GROWTH
PORTFOLIO (THE "PORTFOLIO"), A SEPARATE REGISTERED INVESTMENT COMPANY WITH THE
SAME INVESTMENT OBJECTIVES AND POLICIES AS THE FUND.

THE TAX-MANAGED MUTUAL FUND ADVANTAGE
- --------------------------------------------------------------------------------

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

In its operations, the Portfolio seeks to achieve after-tax returns for
its shareholders in part by minimizing the taxes they incur in connection with
the Portfolio's investment income and realized capital gains. Taxes on
investment income are minimized by investing primarily in lower yielding
securities. The Fund can be expected to distribute relatively low levels of
taxable investment income, if any.

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

On net assets of $500 million and over the annual fee is reduced as follows:

ANNUALIZED FEE RATE
AVERAGE DAILY NET ASSETS FOR THE MONTH (FOR EACH LEVEL)
-------------------------------------- -------------------
$500 million but less than $1 billion..................... 0.5625%
$1 billion but less than $1.5 billion..................... 0.5000%
$1.5 billion and over..................................... 0.4375%

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

In addition to advisory fees and other expenses, the Fund pays service fees
pursuant to a Service Plan (the "Plan") designed to meet the requirements of
Rule 12b-1 under the Investment Company Act of 1940 and the service fee
requirements of the revised sales charge rule of the National Association of
Securities Dealers, Inc. THE PLAN PROVIDES THAT THE FUND MAY MAKE SERVICE FEE
PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS TO
THE PRINCIPAL UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND
OTHER PERSONS IN AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET
ASSETS FOR ANY FISCAL YEAR. The Trustees of the Trust have implemented the Plan
by authorizing the Fund to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund sold by such persons remaining outstanding
for at least twelve months. The Fund expects to begin accruing for its service
fee payments during the quarter ending March 31, 1997.

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

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

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

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

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

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

* No sales charge is payable at the time of purchase on investments of $1 million or
more. A contingent deferred sales charge ("CDSC") of .50% will be imposed on such
investments, as described below, in the event of certain redemption transactions within
one year of purchase. The CDSC will be waived on redemptions by employee retirement
plans organized under the Internal Revenue Code relating to distributions to plan
participants or beneficiaries upon retirement, disability or death.
** The Principal Underwriter may pay a commission to Authorized Firms who initiate and are
responsible for purchases of $1 million or more .50% of the purchase amount.
</TABLE>

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

An initial investment in the Fund must be at least $5,000. Once an
account has been established the investor may send investments of $500 or more
at any time directly to the Fund's transfer agent (the "Transfer Agent") as
follows: The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA
02104. The $5,000 minimum initial investment is waived for Bank Automated
Investing accounts, which may be established with an investment of $500 or more.
See "Eaton Vance Shareholder Services."

Shares of the Fund may be sold at net asset value to current and
retired Directors and Trustees of Eaton Vance funds, including the Portfolio; to
officers and employees and clients of Eaton Vance and its affiliates; to
registered representatives and employees of Authorized Firms; to bank employees
who refer customers to registered representatives of Authorized Firms; and to
such persons' spouses and children under the age of 21 and their beneficial
accounts. Shares may also be issued at net asset value (1) in connection with
the merger of an investment company with the Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
Eaton Vance provides multiple investment services, such as management, brokerage
and custody, and (3) where the amount invested represents redemption proceeds
from a mutual fund unaffiliated with Eaton Vance, if the redemption occurred no
more than 60 days prior to the purchase of Fund shares and the redeemed shares
were subject to a sales charge.

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

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Tax-Managed Growth Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Traditional Tax-Managed Growth Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

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

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

CONTINGENT DEFERRED SALES CHARGE. If shares have been purchased at net asset
value with no initial sale charge by virtue of the purchase having been in the
amount of $1 million or more and are redeemed within one year after the end of
the calendar month in which the purchase was made, a CDSC of .50% will be
imposed on such redemption. The CDSC will be retained by the Principal
Underwriter. The CDSC will be imposed on an amount equal to the lesser of the
current market value or the original purchase price of the shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any distributions that have been reinvested in
additional shares. In determining whether a CDSC is applicable to a redemption,
the calculation will be made in a manner that results in the lowest possible
rate being charged. Accordingly, it will be assumed that redemptions are made
first from any shares in the shareholder's account that are not subject to a
CDSC. The CDSC is waived for redemptions involving certain liquidation, merger
or acquisition transactions involving other investment companies. If a
shareholder reinvests redemption proceeds within the 60-day period and in
accordance with the conditions set forth under "Eaton Vance Shareholder Services
- -- Reinvestment Privilege," the shareholder's account will be credited with the
amount of any CDSC paid on such redeemed shares.

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

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

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

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

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

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

UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL
INVESTMENTS IN SHARES BY SENDING A CHECK FOR $500 OR MORE.

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

Shares of the Fund currently may be exchanged for shares of any of the following
funds: Eaton Vance Cash Management Fund, Eaton Vance Income Fund of Boston,
Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free Reserves and any fund
in the Eaton Vance Traditional Group of Funds, on the basis of the net asset
value per share of each fund at the time of the exchange, provided that such
exchange offers are available only in states where shares of the fund being
acquired may be legally sold.

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

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

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $5,000 minimum
investment has been made, checks of $500 or more payable to the order of EV
Traditional Tax-Managed Growth Fund may be mailed directly to The Shareholder
Services Group, Inc. BOS725, P.O. Box 1559, Boston, MA 02104 at any time --
whether or not distributions are reinvested. The name of the shareholder, the
Fund and the account number should accompany each investment.

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

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

SYSTEMATIC WITHDRAWAL PLAN: The Fund will make available to shareholders making
a deposit of at least $20,000 a systematic withdrawal plan through which they
can make regular quarterly redemptions to yield them either a specified dollar
amount of at least $800 per year or a specified percentage of net asset value of
at least 4% but not more than 12% annually. See "How to Redeem Fund Shares."
These redemptive distributions will generally be met primarily by distributing
securities, which the redeeming shareholder could elect to be sold to Eaton
Vance in the same manner as described above for regular redemptions. See "How to
Redeem Fund Shares." Such distributions would be paid at the option of each
shareholder and would reduce the number of Fund shares held by any shareholder
electing to receive them. Distributions would consist of an untaxed return of
capital component and a taxable capital gain or capital loss. The all-in tax
rate on the amount of cash received in such redemptions (equal to the capital
gains rate multiplied by the percentage of the distribution that is gain rather
than return of capital) would be substantially below the rate payable by mutual
fund investors on dividend distributions (equal to the ordinary income tax
rate).

REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST AT NET ASSET VALUE ANY PORTION OR ALL OF THE REPURCHASE OR REDEMPTION
PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO ROUND OFF
THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE FUND, or, provided that
the shares repurchased or redeemed have been held for at least 60 days, in
shares of any of the other funds offered by the Principal Underwriter subject to
an initial sales charge, provided that the reinvestment is effected within 60
days after such repurchase or redemption, and the privilege has not been used
more than once in the prior 12 months. Shares are sold to a reinvesting
shareholder at the net asset value next determined following timely receipt of a
written purchase order by the Principal Underwriter or by the fund whose shares
are to be purchased (or by such fund's transfer agent). The privilege is also
available to holders of shares of the other funds offered by the Principal
Underwriter subject to an initial sales charge who wish to reinvest such
redemption or repurchase proceeds in shares of the Fund. If a shareholder
reinvests redemption proceeds within the 60-day period, the shareholder's
account will be credited with the amount of any CDSC paid on such redeemed
shares. To the extent that any shares of the Fund are sold at a loss and the
proceeds are reinvested in shares of the Fund (or other shares of the Fund are
acquired within the period beginning 30 days before and ending 30 days after the
date of the redemption), some or all of the loss generally will not be allowed
as a tax deduction. Special rules may apply to the computation of gain or loss
and to the deduction of loss on a repurchase or redemption followed by a
reinvestment. See "Distributions and Taxes." Shareholders should consult their
tax advisers concerning the tax consequences of reinvestments.

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

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

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
shares of the Fund or of another fund are subsequently acquired pursuant to the
Fund's reinvestment or exchange privilege. In addition, losses realized on a
redemption of Fund shares may be disallowed under certain "wash sale" rules if
within a period beginning 30 days before and ending 30 days after the date of
redemption other shares of the Fund are acquired. Any disregarded amounts will
result in an adjustment to the shareholder's tax basis in some or all of any
other shares acquired.

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN. The
Fund's average annual total return is determined by multiplying a hypothetical
initial purchase order of $5,000 by the average annual compounded rate of return
(including capital appreciation/depreciation, and dividends and distributions
paid and reinvested) for the stated period and annualizing the result. The
average annual total return calculation assumes the maximum sales charge is
deducted from the initial $1,000 purchase order and that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period. The Fund may also publish annual and cumulative total return figures
from time to time. The Fund may use such total return figures, together with
comparisons with the Consumer Price Index, various domestic and foreign
securities indices and performance studies prepared by independent
organizations, in advertisements and in information furnished to present or
prospective shareholders. The Fund may use total return figures showing
after-tax returns, including comparisons to tax-deferred vehicles.

The Fund may also furnish total return calculations based on
investments at various sales charge levels or at net asset value. Any
performance data which is based on the Fund's net asset value per share would be
reduced if a sales charge were taken into account.

STATEMENT OF INTENTION AND ESCROW AGREEMENT
- --------------------------------------------------------------------------------

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

When the minimum investment so specified is completed, the escrowed
shares will be delivered to the investor. If the investor has an accumulation
account the shares will remain on deposit under the investor's account.

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

In signing the application, the investor irrevocably constitutes and
appoints the escrow agent the investor's attorney to surrender for redemption
any or all escrowed shares with full power of substitution in the premises.

PROVISION FOR RETROACTIVE PRICE ADJUSTMENT. If total purchases made under this
Statement are large enough to qualify for a lower sales charge than that
applicable to the amount specified, all transactions will be computed at the
expiration date of the Statement to give effect to the lower charge. Any
difference in sales charge will be refunded to the investor in cash, or applied
to the purchase of additional shares at the lower charge if specified by the
investor. This refund will be made by the Authorized Firm and by EVD. If at the
time of the recomputation a firm other than the original firm is placing the
orders, the adjustment will be made only on those shares purchased through the
firm then handling the account.
<PAGE>
INVESTMENT ADVISER OF
TAX-MANAGED GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF
EV TRADITIONAL TAX-MANAGED GROWTH FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

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

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV TRADITIONAL TAX-MANAGED GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110

EV TRADITIONAL TAX-MANAGED
GROWTH FUND

PROSPECTUS
JANUARY 10, 1996

T-
<PAGE>
PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
January 10, 1996

EV MARATHON TAX-MANAGED GROWTH FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides information about EV Marathon Tax-Managed Growth Fund (the "Fund") and
certain other series of Eaton Vance Mutual Funds Trust (the "Trust"). Part II
provides information solely about the Fund. As described in the Prospectus, the
Fund invests its assets in Tax-Managed Growth Portfolio (the "Portfolio"), a
separate registered investment company with the same investment objective and
policies as the Fund. Where appropriate, Part I includes cross-references to the
relevant sections of Part II.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I
Page
Additional Information About Investment Policies......................... 2
Investment Restrictions.................................................. 5
Trustees and Officers.................................................... 8
Investment Adviser and Administrator..................................... 10
Custodian................................................................ 13
Service for Withdrawal................................................... 13
Determination of Net Asset Value......................................... 14
Investment Performance................................................... 15
Taxes ................................................................. 16
Portfolio Security Transactions.......................................... 18
Other Information........................................................ 20
Independent Certified Public Accountants................................. 22
PART II
Fees and Expenses........................................................ a-1
Principal Underwriter.................................................... a-2
Additional Tax Matters................................................... a-5
Distribution Plan........................................................ a-2
Control Persons and Principal Holders of Securities...................... a-5
Financial Statements..................................................... a-6
- -------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JANUARY 10, 1996, AS SUPPLEMENTED
FROM TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE
BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART I

This Part I provides information about the Fund, certain other series
of the Trust and the Portfolio. The Fund has the same investment policies as
those of the Portfolio. The Fund currently seeks to achieve its objective by
investing in the Portfolio.

ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

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

FOREIGN CURRENCY TRANSACTIONS. The value of 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.

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 (the "Commission") takes the position that purchased OTC
options, and assets used as cover for written OTC options, are subject to the
Portfolio's 15% limit on illiquid investments. However, with respect to options
written with primary dealers in U.S. Government securities pursuant to an
agreement requiring a closing purchase transaction at a formula price, the
amount of illiquid securities may be calculated with reference to the formula
price. 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. See "Taxes."

ASSET COVERAGE FOR DERIVATIVE INSTRUMENTS. Transactions using forward contracts,
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, or other options or
futures contracts or forward contracts, or (2) cash, receivables, and short-term
debt securities with a value sufficient at all times to cover its potential
obligations not covered as provided in (1) above. The Portfolio will comply with
Commission guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash, U.S. Government securities or other
liquid, high-grade debt securities in a segregated account with its custodian in
the prescribed amount.

Assets used as cover or held in a segregated account cannot be sold
while the position in the corresponding forward contract, futures contract or
option 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 met redemption requests or other current obligations.

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS. If the Portfolio has not complied
with the 5% CFTC test set forth in the Fund's Prospectus, to evidence its
hedging intent, the Portfolio expects that, on 75% or more of the occasions on
which it takes a long futures or option on futures position, it will have
purchased or will be in the process of purchasing, equivalent amounts of related
securities at the time when the futures or options position is closed out.
However, in particular cases, when it is economically advantageous for the
Portfolio to do so, a long futures or options position may be terminated (or an
option may expire) without a corresponding purchase of securities.

The Portfolio may enter into futures contracts, and options on futures
contracts, traded on an exchange regulated by the 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.

All call and put options on securities written by the Portfolio will be
covered. This means that, in the case of call option, the Portfolio will own the
securities subject to the call option or an offsetting call option so long as
the call option is outstanding. In the case of a put option, the Portfolio will
own an offsetting put option or will have deposited with its custodian cash or
liquid, high-grade debt securities with a value at least equal to the exercise
price of the put option. The Portfolio may only write a put option on a security
that it intends to acquire for its investment portfolio.

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

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

When the Portfolio enters into a reverse repurchase agreement, any
fluctuations in the market value of either the securities transferred to another
party or the securities in which the proceeds may be invested would affect the
market value of the Portfolio's assets. As a result, such transactions may
increase fluctuations in the market value of the Portfolio's assets. While there
is a risk that large fluctuations in the market value of the Portfolio's assets
could affect the Portfolio's net asset value, this risk is not significantly
increased by entering into reverse repurchase agreements, in the opinion of the
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.

At all times that a reverse repurchase agreement is outstanding, the
Portfolio will maintain cash or high grade liquid securities in a segregated
account at its custodian bank with a value at least equal to its obligation
under the agreement. Securities and other assets held in the segregated account
may not be sold while the reverse repurchase agreement is outstanding, unless
other suitable assets are substituted. The Investment Adviser does not consider
reverse repurchase agreements to involve a traditional borrowing of money,
reverse repurchase agreements will be included within the aggregate limitation
on "borrowings" contained in the Portfolio's investment restriction (1) set
forth below.

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a maturity of
one year or less). A 100% annual turnover rate would occur, for example, if all
the securities in the portfolio were replaced once in a period of one year. A
high turnover rate (100% or more) necessarily involves greater expenses to the
Portfolio.

LENDING PORTFOLIO SECURITIES. If the Investment Adviser decides to make
securities loans, the Portfolio may seek to increase its income by lending
portfolio securities to broker-dealers or other institutional borrowers. Under
present regulatory policies of the Commission, such loans are required to be
secured continuously by collateral in cash, cash equivalents or U.S. Government
securities held by the Portfolio's custodian and maintained on a current basis
at an amount at least equal to market value of the securities loaned, which will
be marked to market daily. Cash equivalents include certificates of deposit,
commercial paper and other short-term money market instruments. The financial
condition of the borrower will be monitored by the 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 holder 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 of the Portfolio's total assets.

INVESTMENT RESTRICTIONS

Whenever an investment policy or investment restriction set forth in
the Prospectus or this Statement of Additional Information 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 other 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.

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

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

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

(3) Underwrite securities of other issuers;

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

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

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

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

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

The Fund and the Portfolio have each adopted the following investment
policies which may be changed without shareholder or investor approval. Neither
the Fund nor the Portfolio may invest more than 15% of its net assets in
investments which are not readily marketable, including restricted securities
and repurchase agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust or the Portfolio, or their delegate, determines to be
liquid. Neither the Fund nor the Portfolio will purchase securities of any
issuer which has a record of less than three (3) years' continuous operation
including, however, in such three (3) years the operation of any predecessor
company or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for funds of the Trust has come into
existence as a result of a merger, consolidation, reorganization, or the
purchase of substantially all the assets of such predecessor company or
companies, partnership or individual enterprise, provided that nothing in this
sub-paragraph D shall prevent (a) the purchase of securities of a company
substantially all of whose assets are (i) securities of one or more companies
which have had a record of three (3) years' continuous operation, or (ii) assets
of an independent division of another company, which division has had a record
of three (3) years' continuous operation; (b) the purchase of securities of (i)
a public utility subject to supervision or regulation as to its rates or charges
by a commission or board or officer of the United States or of any state or
territory thereof, or of the government of Canada or of any province or
territory of Canada or (ii) companies operating or formed for the purpose of
operating pipe or transmission lines for the transmission of oil, gas or
electric energy or like products; provided that no security shall be purchased
pursuant to exception (a) or (b) of this sub-paragraph D if such purchase at the
time thereof will cause more than five per cent (5%) of the total assets of the
Fund (taken at market value) to be invested in securities of companies which
would not then be eligible for purchase but for those exceptions. Neither the
Fund nor the Portfolio will purchase warrants if, as a result of such purchase,
more than 5% of the Portfolio's or the Fund's net assets, as the case may be
(taken at current value), would be invested in warrants, and the value of such
warrants which are not listed on the New York or American Stock Exchange may not
exceed 2% of the Portfolio's or the Fund's net assets; this policy does not
apply to or restrict warrants acquired by the Portfolio or the Fund in units or
attached to securities, inasmuch as such warrants are deemed to be without
value. Neither the Fund nor the Portfolio will sell or contract to sell any
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. Neither the Fund nor the
Portfolio will invest for the purpose of exercising control or management of
other companies. Neither the Fund nor the Portfolio will purchase oil, gas or
other mineral leases or purchase partnership interests in oil, gas or other
mineral exploration or development programs. Neither the Fund nor the Portfolio
will purchase or retain in its portfolio any securities issued by an issuer any
of whose officers, directors, trustees or security holders is an officer or
Trustee of the Trust or is a member, officer, director or trustee of the
Investment Adviser of the Trust or the Portfolio, if after the purchase of the
securities of such issuer by the Fund or the Portfolio one or more of such
persons owns beneficially more than 1/2 of 1% of the shares or securities or
both (all taken at market value) of such issuer and such persons owning more
than 1/2 of 1% of such shares or securities together own beneficially more than
5% of such shares or securities or both (all taken at market value).

In order to permit the sale of shares of the Fund in certain states,
the Fund and the Portfolio may make commitments more restrictive than the
fundamental policies described above. Should the Fund determine that any such
commitment is no longer in the best interests of the Fund and its shareholders,
it will revoke the commitment by terminating sales of its shares in the state(s)
involved.

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

TRUSTEES AND OFFICERS

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

TRUSTEES OF THE TRUST AND THE PORTFOLIO

M. DOZIER GARDNER (62), President and Trustee of the Trust*
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and a
Director of EVC and EV. Director or Trustee and officer of various investment
companies managed by Eaton Vance or BMR.

LANDON T. CLAY (69), President and Trustee of the Portfolio*
Chairman of Eaton Vance, BMR, EVC and EV and a Director of EVC and EV. Director
or Trustee and officer of various investment companies managed by Eaton Vance or
BMR.

JAMES B. HAWKES (54), Vice President and Trustee of the Trust*
Executive Vice President of Eaton Vance, BMR, EVC and EV, and a Director of EVC
and EV. Director or Trustee and officer of various investment companies managed
by Eaton Vance or BMR.

H. DAY BRIGHAM, JR. (69) Vice President of the Trust
Chairman of the Management Committee, Vice President of Eaton Vance, BMR, EVC
and EV and Director of EVC and EV, Director, Trustee and officer of various
investment companies managed by Eaton Vance or BMR.

DONALD R. DWIGHT (64), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company) founded in 1988. Director or Trustee of various investment companies
managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
School of Business Administration. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration, Soldiers
Field Road, Boston, Massachusetts 02163

NORTON H. REAMER (60), Trustee
President and Director, United Asset Management Corporation, (a holding company
owning institutional investment management firms); Chairman, President and
Director, The Regis Fund, Inc. (mutual fund). Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (69), Trustee
Director, Fiduciary Company Incorporated. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (65), Trustee
Investment Adviser and Consultant. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

OFFICERS OF THE TRUST AND THE PORTFOLIO

WILLIAM H. AHERN, JR. (36), Vice President of the Trust
Assistant Vice President of BMR, Eaton Vance and EV and an employee of Eaton
Vance since July 17, 1989. Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Ahern was elected Vice President of the Trust on June
19, 1995.

MICHAEL B. TERRY (53), Vice President of the Trust
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Terry was elected Vice President of
the Trust on December 17, 1990.

JAMES L. O'CONNOR (50), Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

JAMES F. ALBAN (33), Assistant Treasurer
Assistant Vice President of BMR since August 11, 1992, and of Eaton Vance and EV
since January 17, 1992, and an employee of Eaton Vance since September 23, 1991.
Tax Consultant and Audit Senior with Deloitte & Touche (1987-1991). Officer of
various investment companies managed by Eaton Vance or BMR. Mr. Alban was
elected Assistant Treasurer of the Trust on December 16, 1991.

THOMAS OTIS (64), Secretary
Vice President and Secretary of Eaton Vance, BMR, EVC and EV. Officer of various
investment companies managed by Eaton Vance or BMR.

JANET E. SANDERS (60), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (33), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR.
Mr. Murphy was elected Assistant Secretary of the Trust on March 27, 1995.

JOHN P. RYNNE (53), Assistant Secretary of the Trust
Corporate Controller and Vice President of EVC. Vice President of Eaton Vance,
EVD and BMR, and Treasurer of Energex Corporation. Mr. Rynne became an officer
of the Trust on June 19, 1995.

ERIC G. WOODBURY (38), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
associate at Dechert, Price & Rhoads and Gaston Snow & Ely Bartlett.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Mr. Woodbury was elected Assistant Secretary of the Trust and Portfolio on June
19, 1995.

Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Board of Trustees of the Trust and of the Portfolio.
The Special Committee's functions include a continuous review of the Fund's
contractual relationship with the Administrator, the Portfolio's contractual
relationship with the Investment Adviser, making recommendations to the Trustees
regarding the compensation of those Trustees who are not members of the Eaton
Vance organization, and making recommendations to the Trustees regarding
candidates to fill vacancies, as and when they occur, in the ranks of those
Trustees who are not interested persons of the Trust, the Portfolio, or the
Eaton Vance organization.

Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Trustees of the Trust and of the Portfolio. The Audit
Committee's functions include making recommendations to the Board of Trustees
regarding the selection of the independent certified public accountants, and
reviewing with such accountants and the Treasurer of the Trust and of the
Portfolio matters relative to accounting and auditing practices and procedures,
accounting records, internal accounting controls, and the functions performed by
the custodian and transfer agent of the Fund and of the Portfolio.

Trustees of the Portfolio who not affiliated with the Investment
Adviser may elect to defer receipt of all or a percentage of their annual fees
in accordance with the terms of a Trustees Deferred Compensation Plan (the
"Plan"). Under the Plan, an eligible Trustee may elect to have his deferred fees
invested by the Portfolio in the shares of one or more funds in the Eaton Vance
Family of Funds, and the amount paid to the Trustees under the Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with the Plan will have a negligible effect on the
Portfolio's assets, liabilities, and net income per share, and will not obligate
the Portfolio to retain the services of any Trustee or obligate the Portfolio to
pay any particular level of compensation to the Trustee.

The fees and expenses of those Trustees of the Trust and the Portfolio
who are not members of the Eaton Vance organization (the noninterested Trustees)
are paid by the Fund (and the other series of the Trust) and the Portfolio,
respectively. For the compensation received by the noninterested Trustees of the
Trust and the Portfolio, see "Fees and Expenses" in Part II of this Statement of
Additional Information.

INVESTMENT ADVISER AND ADMINISTRATOR

The Portfolio engages BMR as investment adviser pursuant to an
Investment Advisory Agreement dated October 23, 1995. BMR or Eaton Vance acts as
investment adviser to investment companies and various individual and
institutional clients with combined assets under management of approximately $15
billion.

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

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

The Investment Advisory Agreement with BMR remains in effect until
February 28, 1996. It may be continued indefinitely thereafter so long as such
continuance after February 28, 1996 is approved at least annually (i) by the
vote of a majority of the Trustees of the Portfolio who are not interested
persons of the Portfolio or of BMR cast in person at a meeting specifically
called for the purpose of voting on such approval and (ii) by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio. The Agreement may be terminated at any time without
penalty on sixty (60) days' written notice by the Board of Trustees of either
party, or by vote of the majority of the outstanding voting securities of the
Portfolio, and the Agreement will terminate automatically in the event of its
assignment. The Agreement provides that BMR may render services to others and
engage in other business activities and may permit other fund clients and other
corporations and organizations to use the words "Eaton Vance" or "Boston
Management and Research" in their names. The Agreement also provides that BMR
shall not be liable for any loss incurred in connection with the performance of
its duties, or action taken or omitted under that Agreement, in the absence of
willful misfeasance, bad faith, gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
thereunder, or for any losses sustained in the acquisition, holding or
disposition of any security or other investment.

As indicated in the Prospectus, Eaton Vance serves as Administrator of
the Fund, but currently receives no compensation for providing administrative
services tot he Fund. 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. For additional information about the
Administrator, see "Fees and Expenses" in the Fund's Part II of this Statement
of Additional Information.

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

BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and EV are
both wholly-owned subsidiaries of EVC. BMR is a wholly-owned subsidiary of Eaton
Vance. Eaton Vance and BMR are both Massachusetts business trusts, and EV is the
trustee of Eaton Vance and BMR. The Directors of EV are Landon T. Clay, H. Day
Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr.
The Directors of EVC consist of the same persons and John G.L. Cabot and Ralph
Z. Sorenson. Mr. Clay is chairman and Mr. Gardner is president and chief
executive officer of EVC, Eaton Vance, BMR and EV. All of the issued and
outstanding shares of Eaton Vance and of EV are owned by EVC. All of the issued
and outstanding shares of BMR are owned by Eaton Vance. All shares of the
outstanding Voting Common Stock of EVC are deposited in a Voting Trust which
expires December 31, 1996, the Voting Trustees of which are Messrs. Brigham,
Clay, Gardner, Hawkes and Rowland. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting trust
receipts issued under said Voting Trust are owned by certain of the officers of
Eaton Vance and BMR who are also officers and Directors of EVC and EV. As of
September 30, 1995, Messrs. Clay, Gardner and Hawkes each owned 24% of such
voting trust receipts and Messrs. Rowland and Brigham owned 15% and 13%,
respectively, of such voting trust receipts. Messrs. Clay, Gardner, Hawkes and
Otis, who are officers or Trustees of the Trust and/or the Portfolio, are
members of the EVC, Eaton Vance, BMR and EV organizations. Messrs. Ahern, Alban,
Murphy, O'Connor, Richardson, Rynne, Terry and Woodbury and Ms. Sanders are
officers of the Trust and/or the Portfolio and are also members of the Eaton
Vance, BMR and EV organizations. BMR will receive the fees paid under the
Investment Advisory Agreement.

Eaton Vance owns all of the stock of Energex Corporation, which is
engaged in oil and gas operations. EVC owns all of the stock of Marblehead
Energy Corp. (which engages in oil and gas operations). In addition, Eaton Vance
owns all the stock of Northeast Properties, Inc., which is engaged in real
estate investment, consulting and management. EVC owns all the stock of Fulcrum
Management, Inc. and MinVen, Inc., which are engaged in the development of
precious metal properties. EVC, Eaton Vance, BMR and EV may also enter into
other businesses.

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

CUSTODIAN

Investors Bank & Trust Company ("IBT"), 24 Federal Street, Boston,
Massachusetts acts as custodian for the Fund and the Portfolio. IBT has the
custody of all cash and securities representing the Fund's interest in the
Portfolio, has custody of all the Portfolio's assets, maintains the general
ledger of the Portfolio and the Fund and computes the daily net asset value of
interests in the Portfolio and the net asset value of shares of the fund. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburse all funds and performs various other ministerial duties
upon receipt of proper instruction from the Fund and the Portfolio. IBT charges
fees which are competitive within the industry. A portion of the fee relates to
custody, bookkeeping and valuation services and is based upon a percentage of
Fund and Portfolio net assets and a portion of the fee relates to activity
charges, primarily the number of portfolio transactions. These fees are then
reduced by a credit for cash balances of the particular investment company at
the custodian equal to 75% of the 91-day, U.S. Treasury Bill auction rate
applied to the particular investment company's average daily collected balances
for the week. In view of the ownership of EVC in IBT, the Portfolio is treated
as a self-custodian pursuant to Rule 17f-2 under the 1940 Act, and the
Portfolio's investments held by IBT as custodian are thus subject to the
additional examinations by the Portfolio's independent certified public
accountants as called for by such Rule. For the custodian fees that the
Portfolio and the Fund paid to IBT, see "Fees and Expenses" int he Fund's Part
II of this Statement of Additional Information.

For information on the custody fees that the Portfolio and the Fund
paid to IBT, see "Fees and Expenses" in Part II of this Statement of Additional
Information.

SERVICE FOR WITHDRAWAL

By a standard agreement, the Trust's transfer agent will send to the
shareholder regular monthly or quarterly payments of any permitted amount
designated by the shareholder (see "Eaton Vance Shareholder Services -
Systematic Withdrawal Plan" in the Fund's current Prospectus) based upon the
value of the shares held. The checks will be drawn from share redemptions and
hence are a return of principal. Income dividends and capital gain distributions
in connection with withdrawal accounts will be credited at net asset value as of
the record date for each distribution. Continued withdrawals in excess of
current income will eventually use up principal, particularly in a period of
declining market prices.

To use this service, at least $20,000 in cash or shares at the public
offering price will have to be deposited with the transfer agent. The
maintenance of a withdrawal plan concurrently with purchases of additional Fund
shares would be disadvantageous if a sales charge is included in such purchase.
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. Either the shareholder, the transfer agent or the
Principal Underwriter will be able to terminate the withdrawal plan at any time
without penalty.

DETERMINATION OF NET ASSET VALUE

The net asset value of the Portfolio and of shares of the Fund is
determined by the custodian (as agent for the Fund and the Portfolio) in the
manner described under "Valuing Fund Shares" in the Fund's current Prospectus.
The Fund and Portfolio will be closed for business and will not price their
shares on the following business holidays: New Year's Day, Presidents' Day, Good
Friday, (a New York Stock Exchange holiday), Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

The 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. 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, at the mean between the last bid and asked prices. Futures
positions on securities or currencies are generally valued at closing settlement
prices. All other securities are valued at fair value as determined in good
faith by or pursuant to procedures established by the Trustees.

Short-term debt securities with a remaining maturity of 60 days or less
are valued at amortized cost. If securities were acquired with a remaining
maturity of more than 60 days, their amortized cost value will 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.

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 as of the close of regular trading on the
Exchange. 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, effective for that day, which represents that investor's share of
the aggregate interests in the Portfolio. Any additions or withdrawals, which
are to be effected on that day, will then be effected. Each investor's
percentage of the aggregate interests 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 regular trading
on the Exchange (normally 4:00 p.m., New York time), on such 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 effected on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
close of such trading on such 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 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.

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 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 the
Portfolio' 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.

INVESTMENT PERFORMANCE

The average annual total return is determined by multiplying a
hypothetical initial purchase order of $5,000 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 that all distributions are reinvested at net asset value on
the reinvestment dates during the period. For information concerning the total
return of the Fund, see "Performance Information" in Part II of this Statement
of Additional Information.

The Fund's total return may be compared to the Consumer Price Index and
various domestic and foreign securities indices, for example: Standard & Poor's
Index of 400 Common Stocks, Standard & Poor's Index of 500 Common Stocks,
Merrill Lynch U.S. Treasury (15-year plus) Index, Lehman Brothers
Government/Corporate Bond Index, the Dow Jones Industrial Average and Morgan
Stanley Global Equity. 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.

Information used in advertisements and in materials furnished to
present or prospective shareholders may include statistics, data and performance
studies prepared by independent organizations (e.g. Ibbotson Associates,
Standard & Poor's Ratings Group, Merrill Lynch Private Client Group, Bloomberg,
L.P., Dow Jones & Company, Inc., and the Federal Reserve Board) or included in
various publications (e.g. The Wall Street Journal, Barron's and The Decade:
Wealth of Investments in U.S. Stocks, Bonds, Bills & Inflation) 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.

From time to time, information about the allocation and holdings of
investments in the Portfolio may be included in advertisements and other
material furnished to present and prospective shareholders.

From time to time, evaluations of the Fund's performance made by
independent sources, such as Lipper Analytical Services, Inc., CDA/Weisenberger
and Morningstar, Inc. 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.

Information used in advertisements and materials furnished to present
or prospective shareholders may include examples and performance illustrations
of the cumulative change in various levels of investments in the Fund for
various periods of time and at various prices per share. Such examples and
illustrations may assume that all dividends and capital gain distributions are
reinvested in additional shares and may also show separately the value of shares
acquired form such reinvestments as well as the total value of all shares
acquired for such investments and reinvestments.

For additional information, charts and illustrations relating to the
Fund's investment performance, see "Performance Information" in Part II of this
Statement of Additional Information.

TAXES

See also "Distribution and Taxes" in the Fund's current Prospectus.

The Fund, as a series of a Massachusetts business trust, will be
treated as a separate entity for accounting and tax purposes. The Fund intends
to elect 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 all of its net investment income and net realized capital
gains in accordance with the timing requirements imposed by the Code, so as to
avoid any Federal income or excise tax on the Fund. 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
satisfy them. The Portfolio will allocate at least annually among its investors,
including the Fund, each investor's distributive share of the Portfolio's net
investment income, net realized capital gains, and any other items of income,
gain, loss, deduction or credit. The Portfolio will make allocations to the Fund
in accordance with the Code and applicable regulations and will make moneys
available for withdrawal at appropriate times and in sufficient amounts to
enable the Fund to satisfy the tax distribution requirements that apply to the
Fund and that must be satisfied in order to avoid Federal income and/or excise
tax on the Fund. For purposes of applying the requirements of the Code regarding
qualification as a RIC, the Fund will be deemed (i) to own its proportionate
share of each of the assets of the Portfolio and (ii) to be entitled to the
gross income of the Portfolio attributable to such share.

In order to avoid Federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of 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 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 was not taxed. Further, 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 is liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.

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 certain options, futures or forward contracts or foreign currency
may be treated as ordinary income and losses under special tax rules. Certain
options, futures or forward contracts of the Portfolio may be required to be
marked to market (i.e., treated as if closed out) on the last day of each
taxable year, and any gain or loss realized with respect to these contracts may
be required to be treated as 60% long-term and 40% short-term gain or loss.
Positions of the Portfolio in securities and offsetting options, futures or
forward contracts may be treated as "straddles" and be subject to other special
rules that may, upon allocation of the Portfolio's income, gain or loss to the
Fund, 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.

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

Certain investors in the Portfolio, including RICs may acquire
interests in the Portfolio by contributing securities. Due to tax
considerations, during the first five years following the contribution of
securities to the Portfolio by an investor, such securities will not be
distributed to any investor other than the investor who contributed those
securities. Investors who acquire an interest in the Portfolio by contributing
securities and who redeem that interest within five years thereafter will
generally receive back one or more of the securities they contributed. In
partial redemptions by such investors during this period, the Portfolio will
attempt to accommodate requests to initially distribute those contributed
securities and share lots with the highest cost basis.

Distributions by the Fund 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 Fund in years after its first taxable year, are taxable to shareholders
of the Fund as long-term capital gains, whether received in cash or in
additional shares and regardless of the length of time their shares have been
held. Certain distributions, if declared in October, November or December and
paid the following January, will be taxed to shareholders as if received on
December 31 of the year in which they are declared.

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

The Fund will not be subject to Massachusetts income, corporate excise
or franchise taxation as long as it qualifies as a RIC under the Code.

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 required certifications, as well as
shareholders with respect to whom the Fund has received notification from the
Internal Revenue Service or a broker, may be subject to "backup" withholding of
Federal income tax from the Fund's 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.

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

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, 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 or
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 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 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, if any. Transactions on stock exchanges
and other agency transactions involve the payment by the Portfolio of negotiated
brokerage commissions. Such commissions vary among different broker-dealer
firms, and a particular broker-dealer may charge different commissions according
to such factors as the difficulty and size of the transaction and the volume of
business done with such broker-dealer. Transactions in foreign securities
usually involve the payment of fixed brokerage commissions, which are generally
higher than those in the United States. There is generally no stated commission
in the case of securities traded in the over-the-counter markets, but the price
paid or received by the Portfolio usually includes an undisclosed dealer markup
or markdown. In an underwritten offering the price paid by the Portfolio
includes a disclosed fixed commission or discount retained by the underwriter or
dealer. Although commissions paid on portfolio transactions will, in the
judgment of 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 commission 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.

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

Subject to the requirement that BMR shall use its best efforts to seek
to execute portfolio security transactions of the Portfolio 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 Eaton
Vance. This policy is not inconsistent with a rule of the National Association
of Securities Dealers, Inc., which rule provides that no firm which is a member
of the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.

Securities considered as investments for the Portfolio may also be
appropriate for other investment accounts managed by BMR or its affiliates. BMR
will attempt to allocate equitably portfolio transactions among the Portfolio
and the portfolios of its other investment accounts whenever decisions are made
to purchase or sell securities by the Portfolio and one or more of such other
accounts simultaneously. In making such allocations, the main factors to be
considered are the respective investment objectives of the Portfolio and such
other accounts, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment by the Portfolio
and such accounts, the size of investment commitments generally held by the
Portfolio and such accounts and the opinions of the persons responsible for
recommending investments to the Portfolio and such accounts. While this
procedure could have a detrimental effect on the price or amount of the
securities available to the Portfolio from time to time, it is the opinion of
the Trustees of the Portfolio that the benefits available from BMR's
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions. For the brokerage commissions paid by the Portfolio
on portfolio transactions, see "Fees and Expenses" in Part II of this Statement
of Additional Information.

OTHER INFORMATION

The Trust changed its name from Eaton Vance Government Obligations
Trust on July 10, 1995. Eaton Vance, pursuant to its agreement with the Trust,
controls the use of the words "Eaton Vance" in the Fund's name and may use the
words "Eaton Vance" in other connections and for other purposes.

The Trust's Amended and Restated Declaration of Trust may be amended by
the Trustees when authorized by 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 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 Federal laws
or state laws or regulations. The Trust or any series or class thereof may be
terminated by: (1) the affirmative vote of the holders of not less than
two-thirds of the shares outstanding and entitled to vote at any meeting of
shareholders of the Trust or the appropriate series or class thereof, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the shares of the Trust or a series or class thereof,
provided, however, that, if such termination is recommended by the Trustees, the
vote of a majority of the outstanding voting securities of the Trust or a series
or class thereof entitled to vote thereon shall be sufficient authorization; or
(2) by means of an instrument in writing signed by a majority of the Trustees,
to be followed by a written notice to shareholders stating that a majority of
the Trustees has determined that the continuation of the Trust or a series or a
class thereof is not in the best interest of the Trust, such series or class or
of their respective shareholders.

As permitted by Massachusetts law, there will normally be no 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 Declaration of Trust further provides that the Trustees will not e
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustees against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. In addition, the By-Laws of the Trust provide that no natural person
shall serve as a Trustee of the Trust after the holders of record of not less
than two-thirds of the outstanding shares have declared that he be removed from
office either by declaration in writing filed with the custodian of the assets
of the Trust or by votes set in person or by proxy at a meeting called for the
purpose. The By-Laws further provide that under certain circumstances the
shareholders about such a meeting. The By-Laws also provide that the Trustees
shall promptly call a meeting of shareholders for the purpose of voting upon a
question of removal of a Trustee when requested so to do by the record holders
of not less than 10 per centum of the outstanding shares.

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

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

For the financial statements of the Portfolio see "Financial
Statements" in Part II of this Statement of Additional Information.
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
PART II

This Part II provides information about EV MARATHON TAX-MANAGED GROWTH
FUND. The Fund became a series of the Trust on October 23, 1995. The Trust
changed its name from Eaton Vance Government Obligations Trust on July 10, 1995.

FEES AND EXPENSES

INVESTMENT ADVISER
No fees paid to date.

DISTRIBUTION PLAN
The Fund has not made any sales commission payments to the Principal
Underwriter under the Plan to date. The Fund expects to begin making service fee
payments during the quarter ending March 31, 1997.

PRINCIPAL UNDERWRITER
No fees paid to date.

CUSTODIAN
No fees paid to date.

BROKERAGE
No fees paid to date.

TRUSTEES
The fees and expenses of those Trustees of the Trust and of the
Portfolio who are not members of the Eaton Vance organization (the noninterested
Trustees) 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.) For the fiscal year ending October 31, 1996, it is estimated
that the noninterested Trustees of the Trust and the Portfolio will receive the
following compensation in their capacities as Trustees of the Trust and the
Portfolio and, during the one year period ended September 30, 1995, the
noninterested Trustees of the Trust and the Portfolio earned the following
compensation in their capacities as Trustees of the other funds in the Eaton
Vance fund complex(1):

Aggregate Aggregate Total Compensation
Compensation Compensation from Trust and
Name from Fund from Portfolio Fund Complex
- ---- --------- -------------- ------------
Donald R. Dwight $50 $1,600 $135,000(2)
Samuel L. Hayes, III 50 1,600 150,000(3)
Norton H. Reamer 50 1,600 135,000
John L. Thorndike 50 1,600 140,000
Jack L. Treynor 50 1,600 140,000
- --------------
(1) The Eaton Vance fund complex consists of 211 registered investment companies
or series thereof.
(2) Includes $35,000 of deferred compensation.
(3) Includes $33,750 of deferred compensation.
<PAGE>
PRINCIPAL UNDERWRITER

The Principal Underwriter is a wholly-owned subsidiary of Eaton Vance.
Under the Distribution Agreement the Principal Underwriter acts as principal in
selling shares of the Fund. The expenses of printing copies of prospectuses used
to offer shares to financial service firms ("Authorized Firms") or investors and
other selling literature and of advertising is borne by the Principal
Underwriter. The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under Federal and
states securities laws is borne by the Fund. In addition, the Fund makes
payments to the Principal Underwriter pursuant to its Distribution Plan as
described in the Fund's current Prospectus; the provisions of the plan relating
to such payments are included in the Distribution Agreement. The Distribution
Agreement is renewable annually by the Trust's Board of Trustees (including a
majority of its Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Fund's
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
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. The Fund reserves
the right to suspend or limit the offering of shares to the public at any time.

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.

DISTRIBUTION PLAN

The Distribution Plan (the "Plan") is described in the Prospectus and
is designed to meet the requirements of Rule 12b-1 under the 1940 Act and the
sales charge rule of the National Association of Securities Dealers, Inc. (the
"NASD Rule"). The purpose of the Plan is to compensate the Principal Underwriter
for its distribution services and facilities provided to the Fund by paying the
Principal Underwriter sales commissions and a separate distribution fee in
connection with sales of Fund shares. The following supplements the discussion
of the Plan contained in the Fund's Prospectus.

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

The Plan provides that the Fund will receive all contingent deferred
sales charges and will make no payments to the Principal Underwriter in respect
of any day on which there are no outstanding Uncovered Distribution Charges of
the Principal Underwriter. Contingent deferred sales charges and accrued amounts
will be paid by the Fund to the Principal Underwriter whenever there exist
Uncovered Distributions Charges under the Plan.

Periods with a high level of sales of Fund shares accompanied by a low
level of early redemptions of Fund shares resulting in the imposition of
contingent deferred sales charges will tend to increase the time during which
there will exist Uncovered Distribution Charges of the Principal Underwriter.
Conversely, periods with a low level of sales of Fund shares accompanied by a
high level of early redemptions of Fund shares resulting in the imposition of
contingent deferred sales charges will tend to reduce the time during which
there will exist Uncovered Distribution Charges of the Principal Underwriter.

In calculating daily the amount of Uncovered Distribution Charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Fund to the Principal Underwriter and contingent deferred
sales charges 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 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 Fund shares, the nature of such sales
(i.e. whether they result from exchange transactions, reinvestments or from cash
sales through Authorized Firms), the level and timing of redemptions of Fund
shares upon which a contingent deferred sales charge will be imposed, the level
and timing of redemptions of Fund shares upon which no contingent deferred sales
charge will be imposed (including redemptions involving exchanges of Fund shares
for shares of another fund in the Eaton Vance Marathon Group of Funds which
result in a reduction of Uncovered Distribution Charges), changes in the level
of the net assets of the Fund, and changes in the interest rate used in the
calculation of the distribution fee under the Plan.

As currently implemented by the Trustees, the Plan authorizes payments
of sales commissions and distribution fees to the Principal Underwriter and
service fees to the Principal Underwriter and Authorized Firms which may be
equivalent, on an aggregate basis during any fiscal year of the Fund, to 1% of
the Fund's average daily net assets for such year. For the sales commission and
service fee payments made by the Fund and the outstanding Uncovered Distribution
Charges of the Principal Underwriter, see "Fees and Expenses - Distribution
Plan" in this Part II. The Fund believes that the combined rate of all these
payments may be higher than the rate of payments made under distribution plans
adopted by many other investment companies pursuant to Rule 12b-1. Although the
Principal Underwriter will use its own funds (which may be borrowed from banks)
to pay sales commissions at the time of sale, it is anticipated that the Eaton
Vance organization will profit by reason of the operation of the Plan through an
increase in the Fund's assets (thereby increasing the advisory fee payable to
BMR by the Portfolio, resulting from sale of Fund shares and through the sales
commissions and distribution fees and contingent deferred sales charges paid to
the Principal Underwriter. The Eaton Vance organization may be considered to
have realized a profit in distributing shares of the Fund if at any point in
time the aggregate amounts theretofore received by the Principal Underwriter
from the Fund pursuant to the Plan and from contingent deferred sales charges
have exceeded the total expenses theretofore incurred by such organization in
distributing shares of the Fund. Total expenses for this purpose will include an
allocable portion of the overhead costs of such organization and its branch
offices, 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 Fund.

The provisions of the Plan relating to payments of sales commissions
and distribution fees to the Principal Underwriter are also included in the
Distribution Agreement between the Trust on behalf of the Fund and the Principal
Underwriter. Pursuant to Rule 12b-1, the Plan has been approved by the Fund's
initial sole shareholder (Eaton Vance Management) and by the Board of Trustees
of the Trust as required by Rule 12b-1. The Plan provides that it shall continue
in effect through and including April 28, 1996, and shall continue in effect
indefinitely thereafter for so long as such continuance is approved at least
annually by the vote of both a majority of (i) the Trustees of the Trust who are
not interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan (the
"Rule 12b-1 Trustees") and (ii) all of the Trustees then in office, and the
Distribution Agreement contains a similar provision. The Plan and the
Distribution Agreement may each be terminated at any time by vote of a majority
of the Rule 12b-1 Trustees, or by a vote of a majority of the outstanding voting
securities of the Fund. Under the Plan the President or a Vice President of the
Trust shall provide to the Trustees for their review, and the Trustees shall
review at lease quarterly, a written report of the amount expended under the
Plan and the purposes for which such expenditures were made. The Plan may not be
amended to increase materially the payments described therein without approval
of the shareholders of the Fund, and all material amendments of the Plan must
also be approved by the Trustees as required by Rule 12b-1. So long as the Plan
is in effect, the selection and nomination of Trustees who are not interested
persons of the Trust shall be committed to the discretion of the Trustees who
are not such interested persons.

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

ADDITIONAL TAX MATTERS

The Fund intends to qualify as a RIC under the Code for the taxable
year ending October 31, 1996.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of October 23, 1995, Eaton Vance owned one share of the Fund, being
the only share of the Fund outstanding on such date. Eaton Vance is a
Massachusetts business trust and a wholly-owned subsidiary of EVC.
<PAGE>
FINANCIAL STATEMENTS

TAX-MANAGED GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 23, 1995

ASSETS:
Cash ........................................................ $100,010
Deferred organization expenses .............................. 6,850
--------
Total assets ...................................... $106,860

LIABILITIES:
Accrued organization expenses ............................... 6,250
--------
NET ASSETS .................................................. $100,010
--------

NOTES:
(1) Tax-Managed Growth Portfolio (the "Portfolio") was organized as a New York
Trust on October 23, 1995 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 and the
sale of interest therein at the purchase price of $10 to Boston Management
& Research (the "Initial Interests").
(2) Organization expenses are being deferred and will be amortized on a
straight-line basis over a period not to exceed five years, commencing on
the effective date of the Portfolio's initial offering of its interests.
The amount paid by the Portfolio on any withdrawal by the holders of the
Initial Interests of any of the respective Initial Interests will be
reduced by a portion of any unamortized organization expenses, determined
by the proportion of the amount of the Initial Interests withdrawn to the
Initial Interests then outstanding.
(3) At 4:00 p.m., 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.
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Trustees and Investors of
Tax-Managed Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of
Tax-Managed Growth Portfolio (a New York Trust) as of October 23, 1995. This
financial statement is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such statement of assets and liabilities presents
fairly, in all material respects, the financial position of Tax-Managed Growth
Portfolio as of October 23, 1995, in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 24, 1995
<PAGE>

INVESTMENT ADVISER OF
TAX-MANAGED GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

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

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

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV MARATHON TAX-MANAGED GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110 M-
<PAGE>
EV MARATHON

TAX-MANAGED GROWTH FUND

STATEMENT OF ADDITIONAL

INFORMATION

JANUARY 10, 1996

<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
January 10, 1996

EV TRADITIONAL TAX-MANAGED GROWTH FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides information about EV Traditional Tax-Managed Growth Fund (the "Fund")
and certain other series of Eaton Vance Mutual Funds Trust (the "Trust"). Part
II provides information solely about the Fund. As described in the Prospectus,
the Fund invests its assets in Tax-Managed Growth Portfolio (the "Portfolio"), a
separate registered investment company with the same investment objective and
policies as the Fund. Where appropriate, Part I includes cross-references to the
relevant sections of Part II.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I
Page
Additional Information About Investment Policies......................... 2
Investment Restrictions.................................................. 5
Trustees and Officers.................................................... 7
Investment Adviser and Administrator.................................... 10
Custodian............................................................... 13
Service for Withdrawal.................................................. 13
Determination of Net Asset Value........................................ 14
Investment Performance.................................................. 15
Taxes ................................................................ 16
Portfolio Security Transactions......................................... 18
Other Information....................................................... 20
Independent Certified Public Accountants................................ 22

PART II
Fees and Expenses....................................................... a-1
Services for Accumulation............................................... a-2
Principal Underwriter................................................... a-3
Service Plan............................................................ a-4
Additional Tax Matters.................................................. a-5
Control Persons and Principal Holders of Securities..................... a-5
Financial Statements.................................................... a-6

- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUND'S PROSPECTUS DATED JANUARY 10, 1996, AS SUPPLEMENTED
FROM TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE
BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART I

ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

INVESTMENT RESTRICTIONS

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

(2) Purchase any securities or evidences of interest therein on
"margin," that is to say in a transaction in which it has borrowed all or a
portion of the purchase price and pledged the purchased securities or evidences
of interest therein as collateral for the amount so borrowed;

(3) Engage in the underwriting of securities; or

(4) Buy 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), commodities or commodity contracts for the
purchase or sale of physical commodities;

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

(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 any one industry.

The Fund and the Portfolio have each adopted the following investment
policies which may be changed without shareholder or investor approval. Neither
the Fund nor the Portfolio may invest more than 15% of its net assets in
investments which are not readily marketable, including restricted securities
and repurchase agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust or the Portfolio, or their delegate, determines to be
liquid. Neither the Fund nor the Portfolio will purchase securities of any
issuer which has a record of less than three (3) years' continuous operation
including, however, in such three (3) years the operation of any predecessor
company or companies, partnership or individual enterprise if the issuer whose
securities are proposed as an investment for funds of the Trust has come into
existence as a result of a merger, consolidation, reorganization, or the
purchase of substantially all the assets of such predecessor company or
companies, partnership or individual enterprise, provided that nothing in this
provision shall prevent (a) the purchase of securities of a company
substantially all of whose assets are (i) securities of one or more companies
which have had a record of three (3) years' continuous operation, or (ii) assets
of an independent division of another company, which division has had a record
of three (3) years' continuous operation; (b) the purchase of securities of (i)
a public utility subject to supervision or regulation as to its rates or charges
by a commission or board or officer of the United States or of any state or
territory thereof, or of the government of Canada or of any province or
territory of Canada or (ii) companies operating or formed for the purpose of
operating pipe or transmission lines for the transmission of oil, gas or
electric energy or like products; provided that no security shall be purchased
pursuant to exception (a) or (b) of this provision if such purchase at the time
thereof will cause more than five per cent (5%) of the total assets of the Fund
(taken at market value) to be invested in securities of companies which would
not then be eligible for purchase but for those exceptions. Neither the Fund nor
the Portfolio will sell or contract to sell any 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. Neither the Fund nor the Portfolio will invest for the purpose
of exercising control or management of other companies. Neither the Fund nor the
Portfolio will purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs.
Neither the Fund nor the Portfolio will purchase or retain in its portfolio any
securities issued by an issuer any of whose officers, directors, trustees or
security holders is an officer or Trustee of the Trust or is a member, officer,
director or trustee of the Investment Adviser of the Trust or the Portfolio, if
after the purchase of the securities of such issuer by the Fund or the Portfolio
one or more of such persons owns beneficially more than 1/2 of 1% of the shares
or securities or both (all taken at market value) of such issuer and such
persons owning more than 1/2 of 1% of such shares or securities together own
beneficially more than 5% of such shares or securities or both (all taken at
market value).

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

TRUSTEES AND OFFICERS

TRUSTEES OF THE TRUST AND THE PORTFOLIO

OFFICERS OF THE TRUST AND THE PORTFOLIO

JAMES L. O'CONNOR (50), Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

THOMAS OTIS (64), Secretary
Vice President and Secretary of Eaton Vance, BMR, EVC and EV. Officer of various
investment companies managed by Eaton Vance or BMR.

JANET E. SANDERS (60), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

INVESTMENT ADVISER AND ADMINISTRATOR

CUSTODIAN

For information on the custody fees that the Portfolio and the Fund
paid to IBT, see "Fees and Expenses" in Part II of this Statement of Additional
Information.

SERVICE FOR WITHDRAWAL

DETERMINATION OF NET ASSET VALUE

INVESTMENT PERFORMANCE

For additional information, charts and illustrations relating to the
Fund's investment performance, see "Performance Information" in Part II of this
Statement of Additional Information.

TAXES

See also "Distribution and Taxes" in the Fund's current Prospectus.

Certain investors in the Portfolio, including RICs, may acquire
interests in the Portfolio by contributing securities. Due to tax
considerations, during the first five years following the contribution of
securities to the Portfolio by an investor, such securities will not be
distributed to any investor other than the investor who contributed those
securities. Investors who acquire an interest in the Portfolio by contributing
securities and who redeem that interest within five years thereafter will
generally receive back one or more of the securities they contributed. In
partial redemptions by such investors during this period, the Portfolio will
attempt to accommodate requests to initially distribute those contributed
securities and share lots with the highest cost basis.

The Fund will not be subject to Massachusetts income, corporate excise
or franchise taxation as long as it qualifies as a RIC under the Code.

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 required certifications, as well as shareholders with respect to
whom the Fund has received notification from the Internal Revenue Service or a
broker, may be subject to "backup" withholding of Federal income tax from the
Fund's 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.

PORTFOLIO SECURITY TRANSACTIONS

OTHER INFORMATION

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

For the financial statements of the Portfolio see "Financial
Statements" in Part II of this Statement of Additional Information.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART II

This Part II provides information about EV TRADITIONAL TAX-MANAGED
GROWTH FUND. The Fund became a series of the Trust on October 23, 1995. The
Trust changed its name from Eaton Vance Government Obligations Trust on July 10,
1995.

FEES AND EXPENSES

INVESTMENT ADVISER No fees paid to date.

SERVICE PLAN
The Fund has not made any sales commission payments to the Principal
Underwriter under the Plan to date. The Fund expects to begin making service fee
payments during the quarter ending March 31, 1997.

PRINCIPAL UNDERWRITER No fees paid to date.

CUSTODIAN
No fees paid to date.

BROKERAGE
No fees paid to date.

Aggregate Aggregate Total Compensation
Compensation Compensation from Trust and
Name from Fund from Portfolio Fund Complex
- ---- ------------ -------------- ------------------
Donald R. Dwight $50 $1,600 $135,000(2)
Samuel L. Hayes, III 50 1,600 150,000(3)
Norton H. Reamer 50 1,600 135,000
John L. Thorndike 50 1,600 140,000
Jack L. Treynor 50 1,600 140,000

- --------------
(1) The Eaton Vance fund complex consists of 211 registered investment companies
or series thereof.
(2) Includes $35,000 of deferred compensation.
(3) Includes $33,750 of deferred compensation.
<PAGE>
SERVICES FOR ACCUMULATION

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

Invest-by-Mail-for periodic share accumulation. Once the $5,000 minimum
investment has been made, checks of $500 or more payable to the order of EV
Traditional Tax-Managed Growth Fund may be mailed directly to The Shareholder
Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104 at any time. The
name of the shareholder of the Fund and the account number should accompany each
investment.

Bank Automated Investing - for regular share accumulation. Cash
investments of $500 or more may be made automatically each month or quarter from
the shareholder's bank account. The $5,000 minimum initial investment is waived
for Bank Automated Investing accounts.

Intended Quantity Investment - Statement of Intention. If it is
anticipated that $100,000 or more of Fund shares and shares of the other
continuously offered open-end funds listed under "The Eaton Vance Exchange
Privilege" in the Prospectus will be purchased within a 13-month period, a
Statement of Intention should be signed so that shares may be obtained at the
same reduced sales charge as though the total quantity were invested in one lump
sum. Shares held under the Right of Accumulation (see below) as of the date of
the Statement will be included toward the completion of the Statement. The
Statement authorizes the Fund's transfer agent to hold in escrow sufficient
shares (5% of the dollar amount specified in the Statement) which can be
redeemed to make up any difference in sales charge on the amount intended to be
invested and the amount actually invested. Execution of a Statement does not
obligate the shareholder to purchase or the Fund to sell the full amount
indicated in the Statement, and should the amount actually purchased during the
13-month period be more or less than that indicated on the Statement, price
adjustments will be made accordingly. For sales charges and other information on
quantity purchases, see "How to Buy Fund Shares" in the Prospectus. Any investor
considering signing a Statement of Intention should read it carefully.

Right of Accumulation - Cumulative Quantity Discount. The applicable
sales charge level for the purchase of 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 shares the shareholder owns in his or
her account(s) in the Fund and in the other continuously offered open-end funds
listed under "The Eaton Vance Exchange Privilege" in the Prospectus. The sales
charge on the shares being purchase will then be at the rate applicable to the
aggregate. For example, if the shareholder owned shares valued at $80,000 of the
Fund and purchased an additional $20,000 of Fund shares, the sales charge for
the $20,000 purchase would be at the rate of 3.75% of the offering price (3.90%
of the net amount invested), which is the rate applicable to single transactions
of $100,000. For sales charges on quantity purchases, see "How to Buy Fund
Shares" in the Prospectus. Shares purchased (i) by an individual, his or her
spouse and their children under the age of twenty-one and (ii) by a trustee,
guardian or other fiduciary of a single trust estate or a single fiduciary
account, will be combined for the purpose of determining whether a purchase will
qualify for the Right of Accumulation and if qualifying, the applicable sales
charge level.

For any such discount to be made available, at the time of purchase a
purchaser or any financial service firm ("Authorized Firm") which has an
agreement with Eaton Vance Distributors, Inc. (the "Principal Underwriter") must
provide the Principal Underwriter (in the case of a purchase made through an
Authorized Firm) or the Fund's 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.

PRINCIPAL UNDERWRITER

Shares of the Fund may be continuously purchased at the public offering
price through Authorized Firms. The Principal Underwriter is a wholly-owned
subsidiary of Eaton Vance. The public offering price is the net asset value next
computed after receipt of the order, plus, where applicable, a variable
percentage sales charge depending upon the amount of purchase as indicated by
the sales charge table set forth in the Prospectus. Such table is applicable to
purchases of 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 or her spouse and their children under the age
of twenty-one, purchasing shares for his or her 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, alone or in combination with purchases of any of the
other funds offered by the Principal Underwriter through one dealer aggregating
$100,000 or more made by any of the persons enumerated above within a
thirteen-month period starting with the first purchase pursuant to a written
Statement of Intention, in the form provided by the Principal Underwriter, which
includes provisions for a price adjustment depending upon the amount actually
purchased within such period (a purchase not made pursuant to such Statement may
be included thereunder if the Statement if filed within 90 days of such
purchase); or (2) purchases of the Fund pursuant to the Right of Accumulation
and declared as such at the time of purchase.

Subject to the applicable provisions of the 1940 Act, the Fund may
issue 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.

Shares may be sold at net asset value to any officer, director,
trustee, general partner or employee of the Fund, the Portfolio or any
investment company for which Eaton Vance or BMR acts as investment adviser, any
investment advisory, agency, custodial or trust account managed or administered
by Eaton Vance or by any parent, subsidiary or other affiliate of Eaton Vance,
or any officer, director, trustee or employee of any parent, subsidiary or other
affiliate of Eaton Vance. The terms "officer," "director," "trustee," "general
partner" or "employee" as used in this paragraph include any such person's
spouse and minor children, and also retired officers, directors, trustees,
general partners and employees and their spouses and minor children. Shares may
also be sold at net asset value to registered representatives and employees of
certain investment dealers and to such person's spouses and children under the
age of 21 and their beneficial accounts.

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

The Principal Underwriter acts as principal in selling shares of the
Fund under the distribution agreement with the Fund. The distribution agreement
is renewable annually by the Trust's Board of Trustees (including a majority of
its Trustees who are not interested persons of the Principal Underwriter or the
Trust), 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 Authorized
Firms discounts from the applicable public offering price which are alike for
all Authorized Firms. See "How to Buy Fund Shares" in the Prospectus for the
discounts allowed to Authorized Firms. The Principal Underwriter may allow, upon
notice to all Authorized Firms, discounts up to the full sales charge during the
periods specified in the notice. During periods when the discount includes the
full sales charge, such Authorized Firms may be deemed to be underwriters as
that term is defined in the Securities Act of 1933.

SERVICE PLAN

The Trust on behalf of the Fund has adopted a Service Plan (the "Plan")
designed to meet the requirements of Rule 12b-1 (the "Rule") under the 1940 Act
and the service fee requirements of the revised sale charge rule of the National
Association of Securities Dealers, Inc. (Management believes service fee
payments are not distribution expenses governed by the Rule, but has chosen to
have the Plan approved as if the Rule were applicable.) The following
supplements the discussion of the Plan contained in the Fund's Prospectus.

The Plan remains in effect through and including April 28, 1996 and
from year to year thereafter provided such continuance is approved by a vote of
both a majority of (i) the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plan or any agreements related to it (the "Rule 12b-1 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 Rule 12b-1 Trustees or by vote of a majority of the outstanding
voting securities of the Fund. Pursuant to the Rule, the Plan has been approved
by the Board of Trustees of the Trust, including the Rule 12b-1 Trustees.

Under the Plan, the President or Vice President of the Trust shall
provide to the Trustees for their review, and the Trustees shall review at least
quarterly, 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 all material amendments of the Plan must also be
approved by the Trustees of the Trust as prescribed by the Rule. So long as the
Plan is in effect, the selection and nomination of Trustees who are not
interested persons of the Trust shall be committed to the discretion of the
Trustees who are not such interested persons. The Trustees have determined that
in their judgment thee is a reasonable likelihood that the Plan will benefit the
Fund and its shareholder. For the service fees paid by the Fund under the Plan,
see "Fees and Expenses" in this Part II.

ADDITIONAL TAX MATTERS
The Fund intends to qualify as a RIC under the Code for the taxable
year ending October 31, 1996.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

TAX-MANAGED GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 23, 1995

ASSETS:
Cash...................................................... $100,010
Deferred organization expenses............................ 6,850
--------
Total assets.................................... $106,860

LIABILITIES:
Accrued organization expenses............................ 6,250
--------
NET ASSETS................................................ $100,010
--------

NOTES:
(1) Tax-Managed Growth Portfolio (the "Portfolio") was organized as a New York
Trust on October 23, 1995 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 and the
sale of interest therein at the purchase price of $10 to Boston Management &
Research (the "Initial Interests").
(2) Organization expenses are being deferred and will be amortized on a
straight-line basis over a period not to exceed five years, commencing on
the effective date of the Portfolio's initial offering of its interests. The
amount paid by the Portfolio on any withdrawal by the holders of the Initial
Interests of any of the respective Initial Interests will be reduced by a
portion of any unamortized organization expenses, determined by the
proportion of the amount of the Initial Interests withdrawn to the Initial
Interests then outstanding.
(3) At 4:00 p.m., 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.
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Trustees and Investors of
Tax-Managed Growth Portfolio:

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 24, 1995
<PAGE>
INVESTMENT ADVISER OF EV TRADITIONAL
TAX-MANAGED GROWTH PORTFOLIO
Boston Management and Research TAX-MANAGED GROWTH FUND
24 Federal Street
Boston, MA 02110

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

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

CUSTODIAN STATEMENT OF ADDITIONAL
Investors Bank & Trust Company
24 Federal Street INFORMATION
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc. JANUARY 10, 1996
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

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

EV TRADITIONAL TAX-MANAGED GROWTH FUND
24 FEDERAL STREET
BOSTON, MA 02110 T-
<PAGE>
PART C
OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

INCLUDED IN PART A:
FOR EV MARATHON TAX-MANAGED GROWTH FUND:
Not Applicable

FOR EV TRADITIONAL TAX-MANAGED GROWTH FUND:
Not Applicable

INCLUDED IN PART B:
FOR EV MARATHON TAX-MANAGED GROWTH FUND:
FOR EV TRADITIONAL TAX-MANAGED GROWTH FUND:
Financial Statements for Information Age Portfolio:
Statement of Assets and Liabilities as of October 23, 1995
Independent Auditors' Report

<TABLE>
<CAPTION>
(B) EXHIBITS:
<C> <C>
(1)(a) Amended and Restated Declaration of Trust dated August 17, 1993 filed as Exhibit (1)(a)
to Post-Effective Amendment No. 23 and incorporated herein by reference.

(b) Amendment and Restatement of Establishment and Designation of Series dated June 19,
1995 filed as Exhibit (1)(b) to Post-Effective Amendment No. 23 and incorporated herein
by reference.

(c) Amendment to Declaration of Trust dated July 10, 1995 filed as Exhibit (1)(c) to Post-
Effective Amendment No. 23 and incorporated herein by reference.

(d) Amendment and Restatement of Establishment and Designation of Series dated October 23,
1995 filed herewith.

(2)(a) By-Laws (As Amended November 3, 1986) filed as Exhibit (2)(a) to Post-Effective
Amendment No. 23 and incorporated herein by reference.

(b) Amendment to By-Laws of Eaton Vance Government Obligations Trust dated December 13,
1993 filed as Exhibit (2)(b) to Post-Effective Amendment No. 23 and incorporated herein
by reference.

(3) Not applicable

(4) Not applicable

(5)(a) Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Short-Term
Treasury Fund dated February 4, 1991 filed as Exhibit (5)(a) to Post-Effective
Amendment No. 23 and incorporated herein by reference.

(b) Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Tax Free
Reserves dated August 15, 1995 filed as Exhibit (5)(b) to Post-Effective Amendment No.
25 and incorporated herein by reference.

(6)(a)(1) Distribution Agreement with Eaton Vance Distributors, Inc. for Eaton Vance Government
Obligations Trust (now EV Traditional Government Obligations Fund) dated July 9, 1984
filed as Exhibit (6)(a)(1) to Post-Effective Amendment No. 23 and incorporated herein
by reference.

(2) Distribution Agreement with Eaton Vance Distributors, Inc. for Eaton Vance Short-Term
Treasury Fund dated February 4, 1991 as Amended and Restated February 25, 1991 filed as
Exhibit (6)(a)(2) to Post-Effective Amendment No. 23 and incorporated herein by
reference.

(3) Amended Distribution Agreement with Eaton Vance Distributors, Inc. for EV Classic
Government Obligations Fund dated January 27, 1995 filed as Exhibit (6)(a)(3) to Post-
Effective Amendment No. 22 and incorporated herein by reference.

(4) Distribution Agreement with Eaton Vance Distributors, Inc. for EV Marathon Government
Obligations Fund dated October 28, 1993 filed as Exhibit (6)(a)(3) to Post-Effective
Amendment No. 2 and incorporated herein by reference.

(5) Distribution Agreement with Eaton Vance Distributors, Inc. for EV Marathon High Income
Fund dated July 31, 1995 filed as Exhibit (6)(a)(5) to Post-Effective Amendment No. 25
and incorporated herein by reference.

(6) Distribution Agreement with Eaton Vance Distributors, Inc. for EV Classic High Income
Fund dated July 31, 1995 filed as Exhibit (6)(a)(6) to Post-Effective Amendment No. 25
and incorporated herein by reference.

(7) Distribution Agreement with Eaton Vance Distributors, Inc. for EV Classic Strategic
Income Fund dated August 15, 1995 filed as Exhibit (6)(a)(7) to Post-Effective
Amendment No. 24 and incorporated herein by reference.

(8) Distribution Agreement with Eaton Vance Distributors, Inc. for EV Marathon Strategic
Income Fund dated August 15, 1995 filed as Exhibit (6)(a)(8) to Post-Effective
Amendment No. 24 and incorporated herein by reference.

(9) Distribution Agreement between Eaton Vance Cash Management Fund and Eaton Vance
Distributors, Inc. dated August 15, 1995, filed as Exhibit (6)(a)(9) to Post-Effective
Amendment No. 25 and incorporated herein by reference.

(10) Distribution Agreement with Eaton Vance Distributors, Inc. for Eaton Vance Liquid
Assets Fund dated August 15, 1995 filed as Exhibit (6)(a)(10) to Post-Effective
Amendment No. 25 and incorporated herein by reference.

(11) Distribution Agreement with Eaton Vance Distributors, Inc. for Eaton Vance Money Market
Fund dated August 15, 1995 filed as Exhibit (6)(a)(11) to Post-Effective Amendment No.
25 and incorporated herein by reference.

(12) Distribution Agreement between Eaton Vance Tax Free Reserves and Eaton Vance
Distributors, Inc. dated August 15, 1995 filed as Exhibit (6)(a)(12) to Post-Effective
Amendment No. 25 and incorporated herein by reference.

(13) Form of Distribution Agreement with Eaton Vance Distributors, Inc. for EV Marathon Tax-
Managed Growth Fund filed herewith.

(14) Form of Distribution Agreement with Eaton Vance Distributors, Inc. for EV Traditional
Tax-Managed Growth Fund filed herewith.

(b) Selling Group Agrement between Eaton Vance Distributors, Inc. and Authorized Dealers
filed as Exhibit (6)(b) to the Registration Statement of Eaton Vance Growth Trust Post-
Effective Amendment No. 59 and incorporated herein by reference.

(c) Schedule of Dealer Discounts and Sales Charges filed as Exhibit (6)(c) to the
Registration Statement of Eaton Vance Growth Trust Post-Effective Amendment No. 59 and
incorporated herein by reference.

(7) The Securities and Exchange Commission has granted the Registrant an exemptive order
that permits the Registrant to enter into deferred compensation arrangements with its
independent Trustees. See in the Matter of Capital Exchange Fund, Inc., Release No. IC-
20671 (November 1, 1994).

(8) Custodian Agreement with Investors Bank & Trust Company dated October 15, 1992 filed as
Exhibit (8) to Post-Effective Amendment No. 23 and incorporated herein by reference.

(9)(a) Amended Administrative Services Agreement between Eaton Vance Mutual Funds Trust (on
behalf of each of its series) and Eaton Vance Management dated July 31, 1995, with
attached schedule under Rule 8b-31 under the Investment Company Act of 1940, as
amended, regarding each series of the Registrant filed as Exhibit (9)(a) to Post-
Effective Amendment No. 24 and incorporated herein by reference.

(b) Transfer Agency Agreement dated June 7, 1989 filed as Exhibit 9(d) to the Registration
Statement of Eaton Vance Growth Trust Post-Effective Amendment No. 59 and incorporated
herein by reference.

(c) Amended to Transfer Agency Agreement dated February 1, 1993 filed as Exhibit 9(e) to
the Registration Statement of Eaton Vance Growth Trust Post-Effective Amendment No. 59
and incorporated herein by reference.

(10) Not applicable

(11) Consent of Independent Auditors for EV Marathon Tax-Managed Growth Fund and EV
Traditional Tax-Managed Growth Fund filed herewith.

(12) Not applicable

(13) Not applicable

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

(b) Eaton & Howard, Vance Sanders Defined Contribution Prototype Plan and Trust with
Adoption Agreements (1) Basic Profit-Sharing Retirement Plan, (2) Basic Money Purchase
Pension Plan, (3) Thrift Plan Qualifying as Profit Sharing Plan, (4) Thrift Plan
Qualifying as Money Purchase Plan, (5) Integrated Profit Sharing Retirement Plan, (6)
Integrated Money Purchase Pension Plan filed as Exhibit 14(2) to Post-Effective
Amendment #22 on Form N-1 under the Securities Act of 1933 (File No. 2-28471) and
incorporated herein by reference.

(c) Individual Retirement Custodial Account (Form 5305-A) and Investment Instruction Form
filed as Exhibit 14(3) to Post-Effective Amendment #22 on Form N-1 under the Securities
Act of 1933 (File No. 2-28471) and incorporated herein by reference.

(d) Eaton & Howard, Vance Sanders Variable Pension Prototype Plan and Trust with Adoption
Agreement filed as Exhibit 14(b) to Post-Effective Amendment #22 on Form N-1 under the
Securities Act of 1933 (File No. 2-28471) and incorporated herein by reference.

(15)(a) Service Plan for Eaton Vance Government Obligations Fund (now EV Traditional Government
Obligations Fund) pursuant to Rule 12b-1 under the Investment Company Act of 1940 dated
July 7, 1993 filed as Exhibit (15)(a) to Post-Effective Amendment No. 23 and
incorporated herein by reference.

(b) Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 for
Eaton Vance Short-Term Treasury Fund dated February 4, 1991 as Amended and Restated
February 25, 1991 filed as Exhibit (15)(b) to Post-Effective Amendment No. 23 and
incorporated herein by reference.

(c) Amended Distribution Plan for EV Classic Government Obligations Fund pursuant to Rule
12b-1 under the Investment Company Act of 1940 dated January 27, 1995 filed as Exhibit
(15)(c) to Post-Effective Amendment No. 22 and incorporated herein by reference.

(d) Distribution Plan for EV Marathon Government Obligations Fund pursuant to Rule 12b-1
under the Investment Company Act of 1940 dated October 28, 1993 filed as Exhibit (15)
(d) to Post-Effective Amendment No. 23 and incorporated herein by reference.

(e) Distribution Plan for EV Marathon High Income Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(e) to Post-
Effective Amendment No. 25 and incorporated herein by reference.

(f) Distribution Plan for EV Classic High Income Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(f) to Post-
Effective Amendment No. 25 and incorporated herein by reference.

(g) Distribution Plan for EV Classic Strategic Income Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(g) to Post-
Effective Amendment No. 24 and incorporated herein by reference.

(h) Distribution Plan for EV Marathon Strategic Income Fund pursuant to Rule 12b-1 under
the Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(h) to
Post-Effective Amendment No. 24 and incorporated herein by reference.

(i) Distribution Plan for Eaton Vance Liquid Assets Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(i) to Post-
Effective Amendment No. 25 and incorporated herein by reference.

(j) Distribution Plan for Eaton Vance Money Market Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 dated June 19, 1995 filed as Exhibit (15)(j) to Post-
Effective Amendment No. 25 and incorporated herein by reference.

(k) Form of Distribution Plan for EV Marathon Tax-Managed Growth Fund pursuant to
Rule 12b-1 under the Investment Company Act of 1940, filed herewith.

(l) Form of Service Plan for EV Traditional Tax-Managed Growth Fund pursuant to Rule 12b-1
under the Investment Company Act of 1940, filed herewith.

(16) Not applicable.

(17)(a) Power of Attorney for Eaton Vance Mutual Funds Trust dated July 11, 1995 filed as
Exhibit (17)(a) to Post-Effective Amendment No. 23 and incorporated herein by
reference.

(b) Power of Attorney for Eaton Vance Government Obligations Portfolio dated June 19, 1995
filed as Exhibit (17)(b) to Post-Effective Amendment No. 23 and incorporated herein by
reference.

(c) Power of Attorney for High Income Portfolio dated June 19, 1995 filed as Exhibit (17)
(c) to Post-Effective Amendment No. 23 and incorporated herein by reference.

(d) Power of Attorney for Strategic Income Portfolio dated August 7, 1995 filed as Exhibit
(17)(d) to Post-Effective Amendment No. 24 and incorporated herein by reference.

(e) Power of Attorney for Cash Management Portfolio dated August 7, 1995 filed as Exhibit
(17)(e) to Post-Effective Amendment No. 25 and incorporated herein by reference.

(f) Power of Attorney for Tax-Managed Growth Portfolio dated October 23, 1995.
</TABLE>

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

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest without par value as of September 30, 1995
Eaton Vance Short-Term Treasury Fund 73
EV Classic Government Obligations Fund 1,054
EV Marathon Government Obligations Fund 3,357
EV Traditional Government Obligations Fund 11,135
EV Classic High Income Fund 144
EV Marathon High Income Fund 14,770
EV Classic Strategic Income Fund 2
EV Marathon Strategic Income Fund 6,908
Eaton Vance Cash Management Fund 2,324
Eaton Vance Liquid Assets Fund 992
Eaton Vance Money Market Fund 283
Eaton Vance Tax Free Reserves 196

ITEM 27. INDEMNIFICATION
No change from the information set forth in Item 4 of Form N-1A filed as
Pre-Effective Amendment No. 1 which information is incorporated herein by
reference.

Registrant's Trustees and officers are insured under a standard mutual
fund errors and omissions insurance policy covering loss incurred by reason of
negligent errors and omissions committed in their capacities as such.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the information set forth under the caption
"Investment Adviser and Administrator" in the Statement of Additional
Information which information is incorporated herein by reference.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS

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

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

(B)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
------------------ -------------------------- --------------------

James B. Hawkes* Vice President and Director Vice President
and Trustee

William M. Steul* Vice President and Director None

Wharton P. Whitaker* President and Director None

Howard D. Barr Vice President None
2750 Royal View Court
Oakland, Michigan

Nancy E. Belza Vice President None
463-1 Buena Vista East
San Francisco, California

Chris Berg Vice President None
45 Windsor Lane
Palm Beach Gardens, Florida

H. Day Brigham, Jr.* Vice President None

Susan W. Bukima Vice President None
106 Princess Street
Alexandria, Virginia

Jeffrey W. Butterfield Vice President None
9378 Mirror Road
Columbus, Indiana

Mark A. Carlson* Vice President None

Jeffrey Chernoff Vice President None
115 Concourse West
Bright Waters, New York

William A. Clemmer* Vice President None

James S. Comforti Vice President None
1859 Crest Drive
Encinitas, California

Mark P. Doman Vice President None
107 Pine Street
Philadelphia, Pennsylvania

Michael A. Foster Vice President None
850 Kelsey Court
Centerville, Ohio

William M. Gillen Vice President None
280 Rea Street
North Andover, Massachusetts

Hugh S. Gilmartin Vice President None
1531-184th Avenue, NE
Bellevue, Washington

Richard E. Houghton* Vice President None

Brian Jacobs* Senior Vice President None

Stephen D. Johnson Vice President None
13340 Providence Lake Drive
Alpharetta, Georgia

Thomas J. Marcello Vice President None
553 Belleville Avenue
Glen Ridge, New Jersey

Timothy D. McCarthy Vice President None
9801 Germantown Pike
Lincoln Woods Apt. 416
Lafayette Hill, Pennsylvania

Morgan C. Mohrman* Senior Vice President None

Gregory B. Norris Vice President None
6 Halidon Court
Palm Beach Gardens, Florida

Thomas Otis* Secretary and Clerk Secretary

George D. Owen Vice President None
1911 Wildwood Court
Blue Springs, Missouri

F. Anthony Robinson Vice President None
510 Gravely Hill Road
Wakefield, Rhode Island

Benjamin A. Rowland, Jr.* Vice President, None
Treasurer and Director

John P. Rynne* Vice President None

George V.F. Schwab, Jr. Vice President None
9501 Hampton Oaks Lane
Charlotte, North Carolina

Cornelius J. Sullivan* Vice President None

Maureen C. Tallon Vice President None
518 Armistead Drive
Nashville, Tennessee

David M. Thill Vice President None
126 Albert Drive
Lancaster, New York

William T. Toner Vice President None
747 Lilac Drive
Santa Barbara, California

Chris Volf Vice President None
6517 Thoroughbred Loop
Odessa, Florida

Donald E. Webber* Senior Vice President None

Sue Wilder Vice President None
141 East 89th Street
New York, New York

- ----------
*Address is 24 Federal Street, Boston, MA 02110

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 24 Federal Street,
Boston, MA 02110 and 89 South Street, Boston, MA 02111 and its transfer agent,
The Shareholder Services Group, Inc., 53 State Street, Boston, MA 02104, with
the exception of certain corporate documents and portfolio trading documents
which are in the possession and custody of Eaton Vance Management, 24 Federal
Street, Boston, MA 02110. Certain corporate documents of Government
Obligations Portfolio (the "Portfolio") are also maintained by The Bank of
Nova Scotia Trust Company (Cayman) Ltd., The Bank of Nova Scotia Building,
P.O. Box 501, George Town, Grand Cayman, Cayman Islands, British West Indies,
and certain investor account, Portfolio and the Registrant's accounting
records are held by IBT Fund Services (Canada) Inc., 1 First Canadian Place,
King Street West, Suite 2800, P.O. Box 231, Toronto, Ontario, Canada M5X 1C8.
Registrant is informed that all applicable accounts, books and documents
required to be maintained by registered investment advisers are in the custody
and possession of Eaton Vance Management.

ITEM 31. MANAGEMENT SERVICES

Not applicable

ITEM 32. UNDERTAKINGS

The Registrant undertakes to file a Post-Effective Amendment, using
financial statements which need not be certified, within four to six months
from the effective date of this Post-Effective Amendment No. 26.

The Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of the latest annual report to shareholders, upon request
and without charge.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 23rd day of October, 1995.

EATON VANCE MUTUAL FUNDS TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
President, Principal
Executive Officer and
/s/ M. DOZIER GARDNER Trustee October 23, 1995
- ----------------------------
M. DOZIER GARDNER
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer October 23, 1995
- ----------------------------
JAMES L. O'CONNOR

/s/ JAMES B. HAWKES Vice President, Trustee October 23, 1995
- ----------------------------
JAMES B. HAWKES

DONALD R. DWIGHT* Trustee October 23, 1995
- ----------------------------
DONALD R. DWIGHT

SAMUEL L. HAYES, III* Trustee October 23, 1995
- ----------------------------
SAMUEL L. HAYES, III

NORTON H. REAMER* Trustee October 23, 1995
- ----------------------------
NORTON H. REAMER

JOHN L. THORNDIKE* Trustee October 23, 1995
- ----------------------------
JOHN L. THORNDIKE

JACK L. TREYNOR* Trustee October 23, 1995
- ----------------------------
JACK L. TREYNOR

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

Tax-Managed Growth Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Mutual Funds Trust (File
No. 2-90946) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts, on
the 23rd day of October 1995.

TAX-MANAGED GROWTH PORTFOLIO

By: /s/ LANDON T. CLAY
------------------------------
LANDON T. CLAY, President

This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Mutual Funds Trust (File No. 2-90946) has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
Trustee, President and
Principal Executive
/s/ LANDON T. CLAY Officer October 23, 1995
- ----------------------------
LANDON T. CLAY
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer October 23, 1995
- ----------------------------
JAMES L. O'CONNOR

/s/ DONALD R. DWIGHT Trustee October 23, 1995
- ----------------------------
DONALD R. DWIGHT

/s/ SAMUEL L. HAYES, III Trustee October 23, 1995
- ----------------------------
SAMUEL L. HAYES, III

/s/ NORTON H. REAMER Trustee October 23, 1995
- ----------------------------
NORTON H. REAMER

/s/ JOHN L. THORNDIKE Trustee October 23, 1995
- ----------------------------
JOHN L. THORNDIKE

/s/ JACK L. TREYNOR Trustee October 23, 1995
- ----------------------------
JACK L. TREYNOR
<PAGE>
EXHIBIT INDEX

PAGE IN SEQUENTIAL
EXHIBIT NO. DESCRIPTION NUMBERING SYSTEM
- ----------- ----------- ----------------
(1)(d) Amendment and Restatement of Establishment and
Designation of Series dated October 23, 1995.
(6)(a)(13) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Marathon Tax-Managed Growth
Fund.
(6)(a)(14) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Traditional Tax-Managed
Growth Fund.
(11) Consent of Independent Auditors for EV Marathon
Tax-Managed Growth Fund and EV Traditional Tax-Managed
Growth Fund dated October 24, 1995.
(15)(k) Form of Distribution Plan for EV Marathon Tax-Managed
Growth Fund.
(15)(l) Form of Service Plan for EV Traditional Tax-Managed
Growth Fund.
(17)(f) Power of Attorney for Tax-Managed Growth Portfolio
dated October 23, 1995.

<PAGE>
EATON VANCE MUTUAL FUNDS TRUST

Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value

(as amended and restated October 23, 1995)

WHEREAS, the Trustees of Eaton Vance Mutual Funds Trust, a
Massachusetts business trust (the "Trust"), have previously designated separate
series (or "Funds"); and

WHEREAS, the Trustees now desire to further redesignate the series or
Funds pursuant to Section 5.1 of Article V of the Trust's Amended and Restated
Declaration of Trust dated August 17, 1993 (the "Declaration of Trust");

NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust, hereby divide
the shares of beneficial interest of the Trust into fourteen separate series
("Funds"), each Fund to have the following special and relative rights:

1. The Funds shall be designated as follows:

EV Classic Government Obligations Fund
EV Marathon Government Obligations Fund
EV Traditional Government Obligations Fund
EV Classic High Income Fund
EV Marathon High Income Fund
EV Classic Strategic Income Fund
EV Marathon Strategic Income Fund
EV Marathon Tax-Managed Growth Fund
EV Traditional Tax-Managed Growth Fund
Eaton Vance Cash Management Fund
Eaton Vance Liquid Assets Fund
Eaton Vance Money Market Fund
Eaton Vance Short-Term Treasury Fund
Eaton Vance Tax Free Reserves

2. Each Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statements under the Securities Act of
1933 and the Investment Company Act of 1940. Each share of beneficial interest
of each Fund ("share") shall be redeemable, shall be entitled to one vote (or
fraction thereof in respect of a fractional share) on matters on which shares of
that Fund shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Fund, all as provided in the
Declaration of Trust. The proceeds of sales of shares of each Fund, together
with any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to such Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.

3. Shareholders of each Fund shall vote separately as a class to the
extent provided in Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940.

4. The assets and liabilities of the Trust shall be allocated among the
above-referenced Funds as set forth in Section 5.5 of Article V of the
Declaration of Trust, except as provided below:

(a) Costs incurred by each Fund in connection with its organization and
start-up, including Federal and state registration and qualification fees and
expenses of the initial public offering of such Fund's shares, shall (if
applicable) be borne by such Fund and deferred and amortized over the five year
period beginning on the date that such Fund commences operations.

(b) Reimbursement required under any expense limitation applicable to
the Trust shall be allocated among those Funds whose expense ratios exceed such
limitation on the basis of the relative expense ratios of such Funds.

(c) The liabilities, expenses, costs, charges and reserves of the Trust
(other than the management and investment advisory fees or the organizational
expenses paid by the Trust) which are not readily identifiable as belonging to
any particular Fund shall be allocated among the Funds on an equitable basis as
determined by the Trustees.

5. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Fund now or hereafter created, or to otherwise change the
special and relative rights of any such Fund, and to terminate any Fund or add
additional Funds as provided in the Declaration of Trust.

6. Any Fund may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees;
and any such merger, consolidation, sale, lease or exchange shall be deemed for
all purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. The Trustees may also at any time sell and
convert into money all the assets of any Fund. Upon making provision for the
payment of all outstanding obligations, taxes and other liabilities, accrued or
contingent, of such Fund, the Trustees shall distribute the remaining assets of
such Fund ratably among the holders of the outstanding shares. Upon completion
of the distribution of the remaining proceeds or the remaining assets as
provided in this paragraph 6, the Fund shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder with respect
to such Fund and the right, title and interest of all parties with respect to
such Fund shall be cancelled and discharged.

7. The Declaration of Trust authorizes the Trustees to divide each Fund
and any other series of shares into two or more classes and to fix and determine
the relative rights and preferences as between, and all provisions applicable
to, each of the different classes so established and designated by the Trustees.
The establishment and designation of any class of any Fund or other series of
shares shall be effective upon the execution by a majority of then the Trustees
of an instrument setting forth such establishment and designation and the
relative rights and preferences, and provisions applicable to, such class, or as
otherwise provided in such instrument.

Dated: October 23, 1995

/s/ Donald R. Dwight /s/ Norton H. Reamer
- ------------------------------- -------------------------------
Donald R. Dwight Norton H. Reamer

/s/ Samuel L. Hayes, III
- ------------------------------- -------------------------------
M. Dozier Gardner Samuel L. Hayes, III

/s/ James B. Hawkes /s/ John L. Thorndike
- ------------------------------- -------------------------------
James B. Hawkes John L. Thorndike

/s/ Jack L. Treynor
-------------------------------
Jack L. Treynor

<PAGE>

FORM OF

EATON VANCE MUTUAL FUNDS TRUST

DISTRIBUTION AGREEMENT

ON BEHALF OF EV MARATHON TAX-MANAGED GROWTH FUND

AGREEMENT effective as of _____________ , 1995 between EATON VANCE
MUTUAL FUNDS TRUST, a Massachusetts business trust having its principal place of
business in Boston in the Commonwealth of Massachusetts, hereinafter called the
"Trust", on behalf of EV Marathon Tax-Managed Growth Fund (the "Fund"), and
EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its principal
place of business in said Boston, hereinafter sometimes called the "Principal
Underwriter".

IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:

1. The Trust grants to the Principal Underwriter the right to purchase
shares of the Fund upon the terms hereinbelow set forth during the term of this
Agreement. While this Agreement is in force, the Principal Underwriter agrees to
use its best efforts to find purchasers for shares of the Fund.

The Principal Underwriter shall have the right to buy from the Fund the
shares needed, but not more than the shares needed (except for clerical errors
and errors of transmission) to fill unconditional orders for shares of the Fund
placed with the Principal Underwriter by financial service firms or investors as
set forth in the current Prospectus relating to shares of the Fund. The price
which the Principal Underwriter shall pay for the shares so purchased shall be
equal to the price paid by investors upon purchasing such shares. The Principal
Underwriter shall notify Investors Bank & Trust Company, Custodian of the Fund,
at the end of each business day, or as soon thereafter as the orders placed with
it have been compiled, of the number of shares and the prices thereof which the
Principal Underwriter is to purchase as principal for resale. The Principal
Underwriter shall take down and pay for shares ordered from the Fund on or
before the eleventh business day (excluding Saturdays) after the shares have
been so ordered.

The right granted to the Principal Underwriter to buy shares from the
Fund shall be exclusive, except that said exclusive right shall not apply to
shares issued in connection with the merger or consolidation of any other
investment company or personal holding company with the Fund or the acquisition
by purchase or otherwise of all (or substantially all) the assets or the
outstanding shares of any such company, by the Fund; nor shall it apply to
shares, if any, issued by the Fund in distribution of income or realized capital
gains of the Fund payable in shares or in cash at the option of the shareholder.

2. The shares may be resold by the Principal Underwriter to or through
financial service firms having agreements with the Principal Underwriter, and to
investors, upon the following terms and conditions.

The net asset value of shares of the Fund shall be determined by the
Trust or Investors Bank & Trust Company, as the agent of the Fund, as of the
close of regular trading on the New York Stock Exchange on each business day on
which said Exchange is open, or as of such other time on each such business day
as may be determined by the Trustees of the Trust, in accordance with the
methodology and procedures for calculating such net asset value authorized by
the Trustees. The Trust may also cause the net asset value to be determined in
substantially the same manner or estimated in such manner and as of such other
time or times as may from time to time be agreed upon by the Trust and Principal
Underwriter. The Trust will notify the Principal Underwriter each time the net
asset value of the Fund's shares is determined and when such value is so
determined it shall be applicable to transactions as set forth in the current
Prospectus relating to the Fund's shares.

No shares of the Fund shall be sold by the Fund during any period when
the determination of net asset value is suspended pursuant to the Declaration of
Trust, except to the Principal Underwriter, in the manner and upon the terms
above set forth to cover contracts of sale made by the Principal Underwriter
with its customers prior to any such suspension, and except as provided in the
last paragraph of paragraph 1 hereof. The Trust shall also have the right to
suspend the sale of the Fund's shares if in the judgment of the Trust conditions
obtaining at any time render such action advisable. The Principal Underwriter
shall have the right to suspend sales at any time, to refuse to accept or
confirm any order from an investor or financial service firm, or to accept or
confirm any such order in part only, if in the judgment of the Principal
Underwriter such action is in the best interests of the Fund.

3. The Trust agrees that it will, from time to time, but subject to the
necessary approval of the Fund's shareholders, take such steps as may be
necessary to register the Fund's shares under the federal Securities Act of 1933
(as amended from time to time) to the end that there will be available for sale
such number of shares as the Principal Underwriter may reasonably be expected to
sell. The Trust agrees to indemnify and hold harmless the Principal Underwriter
and each person, if any, who controls the Principal Underwriter within the
meaning of Section 15 of the Securities Act of 1933 against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of any person
acquiring any shares of the Fund, which may be based upon the Securities Act of
1933 or on any other statute or at common law, on the ground that the
Registration Statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to the
Trust in connection therewith by or on behalf of the Principal Underwriter;
provided, however, that in no case (i) is the indemnity of the Trust in favor of
the Principal Underwriter and any such controlling person to be deemed to
protect such Principal Underwriter or any such controlling person against any
liability to the Trust or the Fund or its security holders to which such
Principal Underwriter or any such controlling person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Trust or the Fund to
be liable under its indemnity agreement contained in this paragraph with respect
to any claim made against the Principal Underwriter or any such controlling
person unless the Principal Underwriter or any such controlling person, as the
case may be, shall have notified the Trust in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Principal Underwriter or such
controlling person (or after such Principal Underwriter or such controlling
person shall have received notice of such service on any designated agent), but
failure to notify the Trust of any such claim shall not relieve it from any
liability which the Fund may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to participate, at the expense of the
Fund, in the defense, or, if the Trust so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Principal Underwriter or controlling person or persons,
defendant or defendants in the suit. In the event the Trust elects to assume the
defense of any such suit and retains such counsel, the Principal Underwriter or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Trust does not elect to assume the defense of any such suit, the Fund shall
reimburse the Principal Underwriter or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees promptly to notify the Principal Underwriter
of the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
Fund's shares.

4. The Principal Underwriter covenants and agrees that, in selling the
shares of the Fund, it will use its best efforts in all respects duly to conform
with the requirements of all state and federal laws relating to the sale of such
shares, and will indemnify and hold harmless the Trust and each of its Trustees
and officers and each person, if any, who controls the Trust within the meaning
of Section 15 of the Securities Act of 1933, against any loss, liability,
damages, claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of any person
acquiring any shares of the Fund, which may be based upon the Securities Act of
1933 or any other statute or at common law, on account of any wrongful act of
the Principal Underwriter or any of its employees (including any failure to
conform with any requirement of any state or federal law relating to the sale of
such shares) or on the ground that the registration statement or Prospectus, as
from time to time amended and supplemented, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, insofar as any
such statement or omission was made in reliance upon, and in conformity with
information furnished in writing to the Fund in connection therewith by or on
behalf of the Principal Underwriter, provided, however, that in no case (i) is
the indemnity of the Principal Underwriter in favor of any person indemnified to
be deemed to protect the Fund or any such person against any liability to which
the Fund or any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its or his
duties or by reason of its or his reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Principal Underwriter to be liable
under its indemnity agreement contained in this paragraph with respect to any
claim made against the Fund or any person indemnified unless the Trust or such
person, as the case may be, shall have notified the Principal Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon the
Trust, the Fund or upon such person (or after the Trust or such person shall
have received notice of such service on any designated agent), but failure to
notify the Principal Underwriter of any such claim shall not relieve it from any
liability which it may have to the Fund or any person against whom such action
is brought otherwise than on account of its indemnity agreement contained in
this paragraph. The Principal Underwriter shall be entitled to participate, at
its own expense, in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any such liability, but if the Principal Underwriter
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Trust, or to its officers or Trustees, or to any
controlling person or persons, defendant or defendants in the suit. In the event
that the Principal Underwriter elects to assume the defense of any such suit and
retains such counsel, the Fund or such officers or Trustees or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them or the Trust, but, in case
the Principal Underwriter does not elect to assume the defense of any such suit,
it shall reimburse the Fund, any such officers and Trustees or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them or the Trust. The Principal
Underwriter agrees promptly to notify the Trust of the commencement of any
litigation or proceedings against it in connection with the issue and sale of
any of the Fund's shares.

Neither the Principal Underwriter nor any financial service firm nor
any other person is authorized by the Trust to give any information or to make
any representations, other than those contained in the Registration Statement or
Prospectus filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (as said Registration Statement and
Prospectus may be amended or supplemented from time to time), covering the
shares of the Fund. Neither the Principal Underwriter nor any financial service
firm nor any other person is authorized to act as agent for the Trust or the
Fund in connection with the offering or sale of shares of the Fund to the public
or otherwise. All such sales made by the Principal Underwriter shall be made by
it as principal, for its own account. The Principal Underwriter may, however,
act as agent in connection with the repurchase of shares as provided in
paragraph 6 below, or in connection with "exchanges" between investment
companies for which the Principal Underwriter acts as Principal Underwriter or
for which an affiliate of the Principal Underwriter acts as investment adviser.

5(a). The Fund will pay, or cause to be paid -

(i) all the costs and expenses of the Fund, including fees and
disbursements of its counsel, in connection with the preparation and filing of
any required Registration Statement and/or Prospectus under the Securities Act
of 1933, as amended, covering its shares and all amendments and supplements
thereto, and preparing and mailing periodic reports to shareholders (including
the expense of setting up in type any such Registration Statement, Prospectus or
periodic report);

(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;

(iii) The cost and expenses of delivering to the Principal
Underwriter at its office in Boston, Massachusetts, all shares of the Fund
purchased by it as principal hereunder; and

(iv) all the federal and state (if any) issue and/or transfer
taxes payable upon the issue by or (in the case of treasury shares) transfer
from the Fund to the Principal Underwriter of any and all shares of the Fund
purchased by the Principal Underwriter hereunder.

(b) The Principal Underwriter agrees that, after the Prospectus and
periodic reports have been set up in type, it will bear the expense of printing
and distributing any copies thereof which are to be used in connection with the
offering of shares of the Fund to financial service firms or investors. The
Principal Underwriter further agrees that it will bear the expenses of
preparing, printing and distributing any other literature used by the Principal
Underwriter or furnished by it for use by financial service firms in connection
with the offering of the shares of the Fund for sale to the public and any
expenses of advertising in connection with such offering. The Fund agrees to pay
the expenses of registration and maintaining registration of its shares for sale
under federal and state securities laws, and, if necessary or advisable in
connection therewith, of qualifying the Trust or the Fund as a dealer or broker,
in such states as shall be selected by the Principal Underwriter and the fees
payable to each such state for continuing the qualification therein until the
Principal Underwriter notifies the Trust that it does not wish such
qualification continued.

(c) In addition, the Trust agrees, in accordance with the Fund's
Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act") with respect to
shares, to make certain payments as follows. The Principal Underwriter shall be
entitled to be paid by the Fund a sales commission equal to an amount not
exceeding 5% of the price received by the Fund for each sale of shares
(excluding reinvestment of dividends and distributions), such payment to be made
in the manner set forth in this paragraph 5. The Principal Underwriter shall
also be entitled to be paid by the Fund a separate distribution fee (calculated
in accordance with paragraph 5(d)), such payment to be made in the manner set
forth and subject to the terms of this paragraph 5.

(d) The sales commissions and distribution fees referred to in
paragraph 5(c) shall be accrued and paid by the Fund in the following manner.
The Fund shall accrue daily an amount calculated at the rate of .75% per annum
of the daily net assets of the Fund, which net assets shall be computed as
described in paragraph 2. The daily amounts so accrued throughout the month
shall be paid to the Principal Underwriter on the last day of each month. The
amount of such daily accrual, as so calculated, shall first be applied and
charged to all unpaid sales commissions, and the balance, if any, shall then be
applied and charged to all unpaid distribution fees. No amount shall be accrued
with respect to any day on which there exist no outstanding uncovered
distribution charges of the Principal Underwriter. The amount of such uncovered
distribution charges shall be calculated daily. For purposes of this
calculation, distribution charges of the Principal Underwriter shall include (a)
the aggregate of all sales commissions which the Principal Underwriter has been
paid pursuant to this paragraph (d) plus all sales commissions which it is
entitled to be paid pursuant to paragraph 5(c) through and including the day
next preceding the date of calculation, and (b) an amount equal to the aggregate
of all distribution fees referred to below which the Principal Underwriter has
been paid pursuant to this paragraph (d) plus all such fees which it is entitled
to be paid pursuant to paragraph 5(c) through and including the day next
preceding the date of calculation. From this sum (distribution charges) there
shall be subtracted (i) the aggregate amount paid or payable to the Principal
Underwriter pursuant to this paragraph (d) through and including the day next
preceding the date of calculation and (ii) the aggregate amount of all
contingent deferred sales charges paid or payable to the Principal Underwriter
through and including the day next preceding the date of calculation. If the
result of such subtraction is a positive amount, a distribution fee [computed at
the rate of 1% per annum above the prime rate (being the base rate on corporate
loans posted by at least 75% of the nation's 30 largest banks) then being
reported in the Eastern Edition of The Wall Street Journal or if such prime rate
is not so reported such other rate as may be designated from time to time by
vote or other action of a majority of (i) those Trustees of the Trust who are
not "interested persons" of the Trust (as defined in the 1940 Act) and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it and (ii) all of the Trustees then in office] shall be
computed on such amount and added to such amount, with the resulting sum
constituting the amount of outstanding uncovered distribution charges of the
Principal Underwriter with respect to such day for all purposes of this
Agreement. If the result of such subtraction is a negative amount, there shall
exist no outstanding uncovered distribution charges of the Principal Underwriter
with respect to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and paid
pursuant to this paragraph (d) during any fiscal year of the Fund shall not
exceed .75% of the average daily net assets of the Fund for such year.

(e) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges paid or payable with respect to any day on
which there exist outstanding uncovered distribution charges of the Principal
Underwriter. The Fund shall be entitled to receive all remaining contingent
deferred sales charges paid or payable by shareholders with respect to any day
on which there exist no outstanding uncovered distribution charges of the
Principal Underwriter, provided that no such sales charge which would cause the
Fund to exceed the maximum applicable cap imposed thereon by paragraph (2) of
subsection (d) of Section 26 of Article III of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. shall be imposed.

(f) The persons authorized to direct the disposition of monies paid or
payable on behalf of the Fund pursuant to the Plan or this Agreement shall be
the President or any Vice President of the Trust. Such persons shall provide to
the Trust's Trustees and the Trustees shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.

(g) In addition to the payments to the Principal Underwriter provided
for in paragraph 5(d), the Fund may make payments of service fees to the
Principal Underwriter, Authorized Firms and other persons. The aggregate of such
payments during any fiscal year of the Fund shall not exceed .25% of the Fund's
average daily net assets for such year.

6. The Trust hereby authorizes the Principal Underwriter to repurchase,
upon the terms and conditions set forth in written instructions given by the
Trust to the Principal Underwriter from time to time, as agent of the Fund and
for its account, such shares of the Fund as may be offered for sale to the Fund
from time to time.

(a) The Principal Underwriter shall notify in writing Investors Bank &
Trust Company, Custodian of the Fund, at the end of each business day, or as
soon thereafter as the repurchases in each pricing period have been compiled, of
the number of shares repurchased for the account of the Fund since the last
previous report, together with the prices at which such repurchases were made,
and upon the request of any officer or Trustee of the Trust shall furnish
similar information with respect to all repurchases made up to the time of the
request on any day.

(b) The Trust reserves the right to suspend or revoke the foregoing
authorization at any time; unless otherwise stated, any such suspension or
revocation shall be effective forthwith upon receipt of notice thereof by an
officer of the Principal Underwriter, by telegraph or by written instrument from
an officer of the Trust duly authorized by its Trustees. In the event that the
authorization of the Principal Underwriter is, by the terms of such notice,
suspended for more than twenty-four hours or until further notice, the
authorization given by this paragraph 6 shall not be revived except by action of
a majority of the Trustees of the Trust.

(c) The Principal Underwriter shall have the right to terminate the
operation of this paragraph 6 upon giving to the Trust thirty (30) days' written
notice thereof.

(d) The Trust agrees to authorize and direct Investors Bank & Trust
Company, Custodian, to pay, for the account of the Fund, the purchase price of
any shares so repurchased against delivery of the certificates in proper form
for transfer to the Fund or for cancellation by the Fund.

(e) The Principal Underwriter shall receive no commission in respect
of any repurchase of shares under the foregoing authorization and appointment as
agent, except for any sales commission, distribution fee or contingent deferred
sales charges payable under paragraph 5.

(f) The Trust agrees that the Fund will reimburse the Principal
Underwriter, from time to time on demand, for any reasonable expenses incurred
in connection with the repurchase of shares of the Fund pursuant to this
paragraph 6.

7. If, at any time during the existence of this Agreement, the Trust
shall deem it necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the recommendations
or requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under Massachusetts or federal tax laws,
and shall notify the Principal Underwriter of the form of amendment which it
deems necessary or advisable and the reasons therefor, and, if the Principal
Underwriter declines to assent to such amendment, the Trust may terminate this
Agreement forthwith by written notice to the Principal Underwriter. If, at any
time during the existence of its agreement upon request by the Principal
Underwriter, the Trust fails (after a reasonable time) to make any changes in
its Declaration of Trust, as amended, or in its methods of doing business which
are necessary in order to comply with any requirement of federal law or
regulations of the Securities and Exchange Commission or of a national
securities association of which the Principal Underwriter is or may be a member,
relating to the sale of the shares of the Fund, the Principal Underwriter may
terminate this Agreement forthwith by written notice to the Trust.

8. The term "net asset value" as used in this Agreement with reference
to the shares of the Fund shall have the same meaning as used in the Declaration
of Trust, as amended, and calculated in the manner referred to in paragraph 2
above.

9. (a) The Principal Underwriter is a corporation in the United States
organized under the laws of Massachusetts and holding membership in the National
Association of Securities Dealers, Inc., a securities association registered
under Section 15A of the Securities Exchange Act of 1934, and during the life of
this Agreement will continue to be so resident in the United States, so
organized and a member in good standing of said Association. The Principal
Underwriter will comply with the Trust's Declaration of Trust and By-Laws, and
the 1940 Act and the rules promulgated thereunder, insofar as they are
applicable to the Principal Underwriter.

(b) The Principal Underwriter shall maintain in the United States
and preserve therein for such period or periods as the Securities and Exchange
Commission shall prescribe by rules and regulations applicable to it as
Principal Underwriter of an open-end investment company registered under the
1940 Act such accounts, books and other documents as are necessary or
appropriate to record its transactions with the Fund. Such accounts, books and
other documents shall be subject at any time and from time to time to such
reasonable periodic, special and other examinations by the Securities and
Exchange Commission or any member or representative thereof as the Securities
and Exchange Commission may prescribe. The Principal Underwriter shall furnish
to the Securities and Exchange Commission within such reasonable time as the
Securities and Exchange Commission may prescribe copies of or extracts from such
records which may be prepared without effort, expense or delay as the Securities
and Exchange Commission may by order require.

10. This Agreement shall continue in force indefinitely until
terminated as in this Agreement above provided, except that:

(a) this Agreement shall remain in effect through and including
April 28, 1996 and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after April 28, 1996 is
specifically approved at least annually (i) by the vote of a majority of the
Trustees of the Trust who are not "interested persons" (as defined in Section
2(a)(19) of the 1940 Act) of the Trust and who have no direct or indirect
interest in the operation of the Plan or this Agreement (the "Rule 12b-1
Trustees") cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act)
of the Fund;

(b) this Agreement may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or by vote of a majority of the outstanding
voting securities of the Fund on not more than sixty days' notice to the
Principal Underwriter. The Principal Underwriter shall be entitled to receive
all contingent deferred sales charges paid or payable with respect to any day
subsequent to the termination of this Agreement;

(c) the Principal Underwriter shall have the right to terminate this
Agreement on six (6) months' written notice thereof given in writing to the
Fund; and

(d) the Trust shall have the right to terminate this Agreement
forthwith in the event that it shall have been established by a court of
competent jurisdiction that the Principal Underwriter or any director or officer
of the Principal Underwriter has taken any action which results in a breach of
the covenants set out in paragraph 9 hereof.

11. In the event of the assignment (as defined in Section 2(a)(4) of
the 1940 Act) of this Agreement by the Principal Underwriter, this Agreement
shall automatically terminate.

12. Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage paid, to the other party, at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party, it is agreed that the record address of the Trust and that
of the Principal Underwriter, shall be 24 Federal Street, Boston, Massachusetts
02110.

13. The services of the Principal Underwriter to the Fund hereunder are
not to be deemed to be exclusive, the Principal Underwriter being free to (a)
render similar services to, and to act as principal underwriter in connection
with the distribution of shares of, other series of the Trust or investment
companies, and (b) engage in other business and activities from time to time.

14. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.

15. The Principal Underwriter expressly acknowledges the provision in
the Trust's Declaration of Trust limiting the personal liability of the
shareholders of the Fund or the Trustees of the Trust. The Principal Underwriter
hereby agrees that it shall have recourse to the Trust or the Fund for payment
of claims or obligations as between the Trust or the Fund and the Principal
Underwriter arising out of this Agreement and shall not seek satisfaction from
the shareholders or any shareholder of the Trust or from the Trustees or any
Trustee of the Trust. The Fund shall not be responsible for obligations of any
other series of the Trust.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the ____ day of ____________________ , 1995.

EATON VANCE MUTUAL FUNDS TRUST
(on behalf of EV MARATHON TAX-
MANAGED GROWTH FUND)

By
-------------------------
President

EATON VANCE DISTRIBUTORS, INC.

By
-------------------------
President

<PAGE>

FORM OF
EATON VANCE MUTUAL FUNDS TRUST
ON BEHALF OF EV TRADITIONAL TAX-MANAGED GROWTH FUND

DISTRIBUTION AGREEMENT

AGREEMENT effective as of _________________ , 1995 between EATON VANCE
MUTUAL FUNDS TRUST, hereinafter called the "Trust", a Massachusetts business
trust having its principal place of business in Boston in the Commonwealth of
Massachusetts, on behalf of EV Traditional Tax-Managed Growth Fund (the "Fund")
and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its
principal place of business in said Boston, hereinafter sometimes called the
"Principal Underwriter".

IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:

The Principal Underwriter shall have the right to buy from the Fund the
shares needed, but not more than the shares needed (except for clerical errors
and errors of transmission) to fill unconditional orders for shares of the Fund
placed with the Principal Underwriter by financial service firms or investors as
set forth in the current Prospectus relating to shares of the Fund. The price
which the Principal Underwriter shall pay for the shares so purchased shall be
the net asset value used in determining the public offering price on which such
orders were based. The Principal Underwriter shall notify Investors Bank & Trust
Company, Custodian of the Fund ("IBT"), and The Shareholder Services Group,
Inc., Transfer Agent of the Fund, or a successor transfer agent, ("TSSG"), at
the end of each business day, or as soon thereafter as the orders placed with it
have been compiled, of the number of shares and the prices thereof which the
Principal Underwriter is to purchase as principal for resale. The Principal
Underwriter shall take down and pay for shares ordered from the Fund on or
before the eleventh business day (excluding Saturdays) after the shares have
been so ordered.

The public offering price, i.e., the price per share at which the
Principal Underwriter or financial service firm purchasing shares from the
Principal Underwriter may sell shares to the public, shall be the public
offering price as set forth in the current Prospectus relating to said shares,
but not to exceed the net asset value at which the Principal Underwriter is to
purchase the shares, plus a sales charge not to exceed 7.25% of the public
offering price (the net asset value divided by .9275). If the resulting public
offering price does not come out to an even cent, the public offering price
shall be adjusted to the nearer cent.

The Principal Underwriter may also sell shares at the net asset value
at which the Principal Underwriter is to purchase such shares, provided such
sales are not inconsistent with the provisions of Section 22(d) of the
Investment Company Act of 1940, as amended from time to time (the "1940 Act"),
and the rules thereunder, including any applicable exemptive orders or
administrative interpretations or "no-action" positions with respect thereto.

The net asset value of shares of the Fund shall be determined by the
Trust or IBT, as the agent of the Fund, as of the close of regular trading on
the New York Stock Exchange on each business day on which said Exchange is open,
or as of such other time on each such business day as may be determined by the
Trustees of the Trust, in accordance with the methodology and procedures for
calculating such net asset value authorized by the Trustees. The Trust may also
cause the net asset value to be determined in substantially the same manner or
estimated in such manner and as of such other time or times as may from time to
time be agreed upon by the Trust and Principal Underwriter. The Trust will
notify the Principal Underwriter each time the net asset value of the Fund's
shares is determined and when such value is so determined it shall be applicable
to transactions as set forth in the current Prospectus and Statement of
Additional Information (hereafter the "Prospectus") relating to the Fund's
shares.

3. The Trust covenants and agrees that it will, from time to time, but
subject to the necessary approval of the Fund's shareholders, take such steps as
may be necessary to register the Fund's shares under the federal Securities Act
of 1933, as amended from time to time (the "1933 Act"), to the end that there
will be available for sale such number of shares as the Principal Underwriter
may reasonably be expected to sell. The Trust covenants and agrees to indemnify
and hold harmless the Principal Underwriter and each person, if any, who
controls the Principal Underwriter within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any person acquiring any shares of the Fund,
which may be based upon the 1933 Act or on any other statute or at common law,
on the ground that the Registration Statement or Prospectus, as from time to
time amended and supplemented, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished in writing to the Trust in connection therewith by or on behalf of the
Principal Underwriter; provided, however, that in no case (i) is the indemnity
of the Trust in favor of the Principal Underwriter and any such controlling
person to be deemed to protect such Principal Underwriter or any such
controlling person against any liability to the Trust or the Fund or its
security holders to which such Principal Underwriter or any such controlling
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or (ii)
is the Trust or the Fund to be liable under its indemnity agreement contained in
this paragraph with respect to any claim made against the Principal Underwriter
or any such controlling person unless the Principal Underwriter or any such
controlling person, as the case may be, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Principal
Underwriter or such controlling person (or after such Principal Underwriter or
such controlling person shall have received notice of such service on any
designated agent), but failure to notify the Trust of any such claim shall not
relieve it from any liability which the Fund may have to the person against whom
such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Trust shall be entitled to participate, at the
expense of the Fund, in the defense, or, if the Trust so elects, to assume the
defense of any suit brought to enforce any such liability, but if the Trust
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Principal Underwriter or controlling person or
persons, defendant or defendants in the suit. In the event the Trust elects to
assume the defense of any such suit and retains such counsel, the Principal
Underwriter or controlling person or persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Trust does not elect to assume the defense of any such
suit, the Fund shall reimburse the Principal Underwriter or controlling person
or persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Trust agrees promptly to notify
the Principal Underwriter of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issuance or
sale of any of the Fund's shares.

4. The Principal Underwriter covenants and agrees that, in selling the
shares of the Fund, it will use its best efforts in all respects duly to conform
with the requirements of all state and federal laws relating to the sale of such
shares, and will indemnify and hold harmless the Trust and each of its Trustees
and officers and each person, if any, who controls the Trust within the meaning
of Section 15 of the 1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith), arising by reason of any person acquiring any shares
of the Fund, which may be based upon the 1933 Act or any other statute or at
common law, on account of any wrongful act of the Principal Underwriter or any
of its employees (including any failure to conform with any requirement of any
state or federal law relating to the sale of such shares) or on the ground that
the registration statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, insofar as any such statement or omission was
made in reliance upon, and in conformity with information furnished in writing
to the Trust in connection therewith by or on behalf of the Principal
Underwriter, provided, however, that in no case (i) is the indemnity of the
Principal Underwriter in favor of any person indemnified to be deemed to protect
the Fund or any such person against any liability to which the Fund or any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its or his duties or by reason of its
or his reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Principal Underwriter to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the Fund or
any person indemnified unless the Trust or such person, as the case may be,
shall have notified the Principal Underwriter in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Trust, the Fund or upon such
person (or after the Trust, the Fund or such person shall have received notice
of such service on any designated agent), but failure to notify the Principal
Underwriter of any such claim shall not relieve it from any liability which it
may have to the Fund or any person against whom such action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. The
Principal Underwriter shall be entitled to participate, at its own expense, in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Principal Underwriter elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Trust, or to its officers or Trustees, or to any controlling
person or persons, defendant or defendants in the suit. In the event that the
Principal Underwriter elects to assume the defense of any such suit and retains
such counsel, the Fund or such officers or Trustees or controlling person or
persons, defendant or defendants in the suit, shall bear the fees and expenses
of any additional counsel retained by them or the Trust, but, in case the
Principal Underwriter does not elect to assume the defense of any such suit, it
shall reimburse the Fund, any such officers and Trustees or controlling person
or persons, defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by them or the Trust. The Principal Underwriter
agrees promptly to notify the Trust of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of the
Fund's shares.

Neither the Principal Underwriter nor any financial service firm nor
any other person is authorized by the Trust to give any information or to make
any representations, other than those contained in the Registration Statement or
Prospectus filed with the Securities and Exchange Commission (the "Commission")
under the 1933 Act (as said Registration Statement and Prospectus may be amended
or supplemented from time to time), covering the shares of the Fund. Neither the
Principal Underwriter nor any financial service firm nor any other person is
authorized to act as agent for the Trust or the Fund in connection with the
offering or sale of shares of the Fund to the public or otherwise. All such
sales made by the Principal Underwriter shall be made by it as principal, for
its own account. The Principal Underwriter may, however, act as agent in
connection with the repurchase of shares as provided in paragraph 6 below, or in
connection with "exchanges" between investment companies for which the Principal
Underwriter (or an affiliate thereof) acts as principal underwriter or
investment adviser.

5(a). The Fund will pay, or cause to be paid -

(i) all the costs and expenses of the Fund, including fees and
disbursements of its counsel, in connection with the preparation and filing of
any required Registration Statement and/or Prospectus under the 1933 Act, or the
1940 Act, covering its shares and all amendments and supplements thereto, and
preparing and distributing periodic reports to shareholders (including the
expense of setting up in type any such Registration Statement, Prospectus or
periodic report);

(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;

(iii) the cost and expenses of delivering to the Principal
Underwriter at its office in Boston, Massachusetts, all shares of the Fund
purchased by it as principal hereunder;

(v) the fees, costs and expenses of the registration or
qualification of shares of the Fund for sale in the various states, territories
or other jurisdictions (including without limitation the registering or
qualifying the Fund as a broker or dealer or any officer of the Fund as agent or
salesman in any state, territory or other jurisdiction); and

(vi) all payments to be made by the Fund pursuant to any
written plan approved in accordance with Rule 12b-1 under the 1940 Act.

(b) The Principal Underwriter agrees that, after the Prospectus (other
than to existing shareholders of the Fund) and periodic reports have been set up
in type, it will bear the expense of printing and distributing any copies
thereof which are to be used in connection with the offering of shares of the
Fund to financial service firms or investors. The Principal Underwriter further
agrees that it will bear the expenses of preparing, printing and distributing
any other literature used by the Principal Underwriter or furnished by it for
use by financial service firms in connection with the offering of the shares of
the Fund for sale to the public and any expenses of advertising in connection
with such offering.

(c) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges imposed in accordance with the Prospectus on
early redemptions of Fund shares.

(a) The Principal Underwriter shall notify in writing IBT and TSSG, at
the end of each business day, or as soon thereafter as the repurchases in each
pricing period have been compiled, of the number of shares repurchased for the
account of the Fund since the last previous report, together with the prices at
which such repurchases were made, and upon the request of any officer or Trustee
of the Trust shall furnish similar information with respect to all repurchases
made up to the time of the request on any day.

(b) The Trust reserves the right to suspend or revoke the
foregoing authorization at any time; unless otherwise stated, any such
suspension or revocation shall be effective forthwith upon receipt of notice
thereof by an officer of the Principal Underwriter, by telegraph or by written
instrument from an officer of the Trust duly authorized by its Trustees. In the
event that the authorization of the Principal Underwriter is, by the terms of
such notice, suspended for more than twenty-four hours or until further notice,
the authorization given by this paragraph 6 shall not be revived except by
action of a majority of the Trustees of the Trust.

(c) The Principal Underwriter shall have the right to terminate the
operation of this paragraph 6 upon giving to the Trust thirty (30) days' written
notice thereof.

(d) The Trust agrees to authorize and direct IBT, to pay, for the
account of the Fund, the purchase price of any shares so repurchased against
delivery of the certificates in proper form for transfer to the Fund or for
cancellation by the Fund.

(e) The Principal Underwriter shall receive no commission in respect of
any repurchase of shares under the foregoing authorization and appointment as
agent.

7. If, at any time during the existence of this Agreement, the Trust
shall deem it necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the recommendations
or requirements of the Commission or other governmental authority or to obtain
any advantage under Massachusetts or federal tax laws, and shall notify the
Principal Underwriter of the form of amendment which it deems necessary or
advisable and the reasons therefor, and, if the Principal Underwriter declines
to assent to such amendment, the Trust may terminate this Agreement forthwith by
written notice to the Principal Underwriter. If, at any time during the
existence of this Agreement upon request by the Principal Underwriter, the Trust
fails (after a reasonable time) to make any changes in its Declaration of Trust,
as amended, or in its methods of doing business which are necessary in order to
comply with any requirement of federal law or regulations of the Commission or
of a national securities association of which the Principal Underwriter is or
may be a member, relating to the sale of the shares of the Fund, the Principal
Underwriter may terminate this Agreement forthwith by written notice to the
Trust.

8(a). The Principal Underwriter is a corporation in the United States
organized under the laws of Massachusetts and holding membership in the National
Association of Securities Dealers, Inc., a securities association registered
under Section 15A of the Securities Exchange Act of 1934, as amended from time
to time, and during the life of this Agreement will continue to be so resident
in the United States, so organized and a member in good standing of said
Association. The Principal Underwriter covenants that it and its officers and
directors will comply with the Trust's Declaration of Trust and By-Laws, and the
1940 Act and the rules promulgated thereunder, insofar as they are applicable to
the Principal Underwriter.

(b) The Principal Underwriter shall maintain in the United States and
preserve therein for such period or periods as the Commission shall prescribe by
rules and regulations applicable to it as Principal Underwriter of an open-end
investment company registered under the 1940 Act such accounts, books and other
documents as are necessary or appropriate to record its transactions with the
Fund. Such accounts, books and other documents shall be subject at any time and
from time to time to such reasonable periodic, special and other examinations by
the Commission or any member or representative thereof as the Commission may
prescribe. The Principal Underwriter shall furnish to the Commission within such
reasonable time as the Commission may prescribe copies of or extracts from such
records which may be prepared without effort, expense or delay as the Commission
may by order require.

9. This Agreement shall continue in force indefinitely until terminated
as in this Agreement above provided, except that: greement above

(a) this Agreement shall continue in effect through and including April
28, 1996 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance is specifically approved e at least
annually (i) by the vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Principal Underwriter cast in person
at a meeting called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund;

(b) that either party shall have the right to terminate this Agreement
on six (6) months' written notice thereof given in writing to the other; and
nths' written

10. In the event of the assignment of this Agreement by the Principal
Underwriter, this Agreement shall automatically terminate.

11. Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage paid, to the other party, at such address as such
other party may designate for the receipt of such notices. age Until further
notice to the other party, it is agreed that the record address of the Trust and
that of the Principal Underwriter, shall be 24 Federal Street, Boston,
Massachusetts 02110.

12. The services of the Principal Underwriter to the Fund hereunder are
not to be deemed to be exclusive, the Principal Underwriter being free to (a)
render similar services to, and to act as principal underwriter in connection
with the distribution of shares of, other series of the Trust or other
investment companies, and (b) engage in other business and activities from time
to time.

13. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.

14. The Principal Underwriter expressly acknowledges the
provision in the Trust's Declaration of Trust limiting the personal liability of
the shareholders of the Fund or the Trustees of the Trust. The Principal
Underwriter hereby agrees that it shall have recourse only to the assets of the
Fund for payment of claims or obligations as between the Trust on behalf of the
Fund, and the Principal Underwriter arising out of this Agreement and shall not
seek satisfaction from any shareholders of the Trust or from the Trustees or any
Trustee of the Trust. The Fund shall not be responsible for obligations of any
other series of the Trust.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
the ____ day of _________________________ , 1995.

EATON VANCE MUTUAL FUNDS TRUST
(on behalf of EV Traditional
Tax-Managed Growth Fund)

By
---------------------------
President

EATON VANCE DISTRIBUTORS INC.

By
---------------------------
Vice President

EXHIBIT 11

INDEPENDENT AUDITORS' CONSENT

We consent to the inclusion in Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A (1933 Act File Number 2-90946) of Eaton
Vance Mutual Funds Trust on behalf of EV Marathon Tax-Managed Growth Fund and
EV Traditional Tax-Managed Growth Fund of our report dated October 24, 1995,
relating to Tax-Managed Growth Portfolio appearing in the Statement of
Additional Information which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP
---------------------------------
DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 24, 1995

<PAGE>

FORM OF

EATON VANCE MUTUAL FUNDS TRUST

DISTRIBUTION PLAN

ON BEHALF OF

EV MARATHON TAX-MANAGED GROWTH FUND (THE "FUND")

WHEREAS, Eaton Vance Mutual Funds Trust (the "Trust") engages in
business as an open-end investment company with multiple series and is
registered as such under the Investment Company Act of 1940, as amended (the
"Act");

WHEREAS, the Trust employs Eaton Vance Distributors, Inc. to act as
Principal Underwriter (as defined in the Act) of shares of the Fund, but does
not intend to remunerate the Principal Underwriter unless and until the
Principal Underwriter sells shares of the Fund;

WHEREAS, the Fund will pay the Principal Underwriter sales commissions
and distribution fees only in connection with the sale of shares of the Fund;

WHEREAS, the Fund intends to pay service fees as contemplated in
subsections (b) and (d) of Section 26 of Article III of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD
Rules"); and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Fund and its shareholders.

NOW, THEREFORE, the Trust hereby adopts this Distribution Plan (this
"Plan") on behalf of the Fund in accordance with Rule 12b-1 under the Act and
containing the following terms and conditions:

1. The Fund will pay sales commissions and distribution fees to the
Principal Underwriter only after and as a result of the sales of shares of the
Fund. The Principal Underwriter will provide the Fund with such distribution
services and facilities as the Trust may from time to time consider necessary to
accomplish the sale of shares of the Fund. It is understood that the Principal
Underwriter may pay such sales commissions and make such other payments to
Authorized Firms and other persons as it considers appropriate to encourage
distribution of such shares.

2. On each sale of Fund shares (excluding reinvestment of dividends and
distributions), the Fund shall pay the Principal Underwriter a sales commission
in an amount not exceeding 5% of the price received by the Fund therefor, such
payment to be made in the manner set forth and subject to the terms of this
Plan. The amount of the sales commission shall be established from time to time
by vote or other action of a majority of (i) those Trustees of the Trust who are
not "interested persons" (as defined in the Act) of the Trust and have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in
office. The Fund shall also pay the Principal Underwriter a separate
distribution fee (calculated in accordance with Section 3), such payment to be
made in the manner set forth and subject to the terms of this Plan.

3. The sales commissions and distribution fees referred to in Section 2
shall be accrued and paid by the Fund in the following manner. The Fund shall
accrue daily an amount calculated at the rate of .75% per annum of the daily net
assets of the Fund, which net assets shall be computed in accordance with the
governing documents of the Trust and applicable votes and determinations of the
Trustees of the Trust. The daily amounts so accrued throughout the month shall
be paid to the Principal Underwriter on the last day of each month. The amount
of such daily accrual, as so calculated, shall first be applied and charged to
all unpaid sales commissions, and the balance, if any, shall then be applied and
charged to all unpaid distribution fees. No amount shall be accrued with respect
to any day on which there exist no outstanding uncovered distribution charges of
the Principal Underwriter. The amount of such uncovered distribution charges
shall be calculated daily. For purposes of this calculation, distribution
charges of the Principal Underwriter shall include (a) the aggregate of all
sales commissions which the Principal Underwriter has been paid pursuant to this
Section 3 plus all sales commissions which it is entitled to be paid pursuant to
Section 2 through and including the day next preceding the date of calculation,
and (b) an amount equal to the aggregate of all distribution fees referred to
below which the Principal Underwriter has been paid pursuant to this Section 3
plus all such fees which it is entitled to be paid pursuant to Section 2 through
and including the day next preceding the date of calculation. From this sum
(distribution charges) there shall be subtracted (i) the aggregate amount paid
or payable to the Principal Underwriter pursuant to this Section 3 through and
including the day next preceding the date of calculation and (ii) the aggregate
amount of all contingent deferred sales charges paid or payable to the Principal
Underwriter through and including the day next preceding the date of
calculation. If the result of such subtraction is a positive amount, a
distribution fee [computed at the rate of 1% per annum above the prime rate
(being the base rate on corporate loans posted by at least 75% of the nation's
30 largest banks) then being reported in the Eastern Edition of The Wall Street
Journal or if such prime rate is not so reported such other rate as may be
designated from time to time by vote or other action of a majority of (i) the
Rule 12b-1 Trustees and (ii) all of the Trustees then in office] shall be
computed on such amount and added to such amount, with the resulting sum
constituting the amount of outstanding uncovered distribution charges of the
Principal Underwriter with respect to such day for all purposes of this Plan. If
the result of such subtraction is a negative amount, there shall exist no
outstanding uncovered distribution charges of the Principal Underwriter with
respect to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and paid
pursuant to this Section 3 during any fiscal year of the Fund shall not exceed
.75% of the average daily net assets of the Fund for such year.

4. The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges paid or payable with respect to any day on
which there exist outstanding uncovered distribution charges of the Principal
Underwriter. The Fund shall be entitled to receive all remaining contingent
deferred sales charges paid or payable by shareholders with respect to any day
on which there exist no outstanding uncovered distribution charges of the
Principal Underwriter, provided that no such sales charge which would cause the
Fund to exceed the maximum applicable cap imposed thereon by paragraph (2) of
subsection (d) of Section 26 of Article III of the NASD Rules shall be imposed.

5. The Fund may make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons. The aggregate of such payments
during any fiscal year of the Fund shall not exceed .25% of the Fund's average
daily net assets for such year. Appropriate adjustment of service fee payments
shall be made whenever necessary to ensure that no such payment shall cause the
Fund to exceed the applicable maximum cap imposed thereon by paragraph (5) of
subsection (d) of Section 26 of Article III of the NASD Rules.

6. This Plan shall not take effect until after it has been approved by
both a majority of (i) the Rule 12b-1 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.

7. Any agreements between the Trust on behalf of the Fund and any
person relating to this Plan shall be in writing and shall not take effect until
approved in the manner provided for Trustee approval of this Plan in Section 6.

8. This Plan shall continue in effect through and including April 28,
1996 and shall continue in effect indefinitely thereafter, but only so long as
such continuance after April 28, 1996 is specifically approved at least annually
in the manner provided for Trustee approval of this Plan in Section 6.

9. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement made on
behalf of the Fund shall be the President or any Vice President of the Trust.
Such persons shall provide to the Trustees of the Trust and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.

10. This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund. The Principal Underwriter shall also be entitled to
receive all contingent deferred sales charges paid or payable with respect to
any day subsequent to termination of this Plan on which there exist outstanding
uncovered distribution charges of the Principal Underwriter.

11. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Sections 2, 3 and 5 unless such amendment is
approved by a vote of at least a majority of the outstanding voting securities
of the Fund. In addition, all material amendments to this Plan shall be approved
in the manner provided for Trustee approval of this Plan in Section 6.

12. While this Plan is in effect, the selection and nomination of the
Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1
Trustees.

13. The Trust shall preserve copies of this Plan and any related
agreements made by the Trust on behalf of the Fund and all reports made pursuant
to Section 9, for a period of not less than six years from the date of this
Plan, or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.

14. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Trust's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders of the Trust, officers or Trustees of the Trust or any other series
of the Trust.

15. When used in this Plan, the term "service fees" shall have the same
meaning as such term has in subsections (b) and (d) of Section 26 of Article III
of the NASD Rules. When used in this Plan, the term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or regulation of the Securities and Exchange
Commission or otherwise, the remainder of this Plan shall not be affected
thereby.

ADOPTED OCTOBER 23, 1995

* * *

<PAGE>

FORM OF
EATON VANCE MUTUAL FUNDS TRUST
ON BEHALF OF EV TRADITIONAL TAX-MANAGED GROWTH FUND

SERVICE PLAN

WHEREAS, Eaton Vance Mutual Funds Trust (the "Trust") engages in
business as an open-end management investment company with multiple series,
including EV Traditional Tax-Managed Growth Fund (the "Fund"), and is registered
as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, The Trust desires to adopt a Service Plan pursuant to which
the Fund as a series of the Trust intends to pay service fees as contemplated in
subsections (b) and (d) of Section 26 of Article III of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD
Rules"); and

WHEREAS, the Trust employs Eaton Vance Distributors, Inc. to act as
Principal Underwriter (as defined in the Act) of Fund shares.

NOW, THEREFORE, the Trust hereby adopts this Service Plan (the "Plan")
on behalf of the Fund in accordance with Rule 12b-1 under the Act and containing
the following terms and conditions:

1. The Fund may make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons. The aggregate of such payments
during any fiscal year of the Fund shall not exceed .25% of the Fund's average
daily net assets for such year. Appropriate adjustment of service fee payments
shall be made whenever necessary to ensure that no such payment shall cause the
Fund to exceed the applicable maximum cap imposed thereon by paragraph (5) of
subsection (d) of Section 26 of Article III of the NASD Rules.

2. This Plan shall not take effect until after it has been approved by
both a majority of (i) those Trustees of the Trust who are not "interested
persons" of the Trust (as defined in the Act) and have no direct or indirect
financial interest in the operations of this Plan or any agreements related to
it (the "Rule 12b-1 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.

3. Any agreements between the Trust on behalf of the Fund and any
person relating to this Plan shall be in writing and shall not take effect until
approved in the manner provided for Trustee approval of this Plan in Section 2.

4. This Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for Trustee
approval of this Plan in Section 2.

5. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement made on
behalf of the Fund shall be the President or any Vice President of the Trust.
One or more of such persons shall provide to the Trustees of the Trust and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.

6. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund.

7. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Section 1 unless such amendment, if required
by law, is approved by a vote of at least a majority of the outstanding voting
securities of the Fund. In addition, all material amendments to this Plan shall
be approved in the manner provided for in Section 2.

8. While this Plan is in effect, the selection and nomination of the
Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1
Trustees.

9. The Trust shall preserve copies of this Plan and any related
agreements made by the Trust on behalf of the Fund and all reports made pursuant
to Section 5, for a period of not less than six years from the date of this
Plan, or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.

10. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Trust's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders of the Trust, officers or Trustees of the Trust or any other series
of the Trust.

11. When used in this Plan, the term "service fees" shall have the same
meaning as such term has in subsections (b) and (d) of Section 26 of Article III
of the NASD Rules. When used in this Plan, the term "vote of a majority of the
outstanding voting securities" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of the Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.

12. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or regulation of the Securities and Exchange
Commission or otherwise, the remainder of this Plan shall not be affected
thereby.

ADOPTED OCTOBER 23, 1995

* * *

<PAGE>

POWER OF ATTORNEY

We, the undersigned officers and Trustees of Tax-Managed Growth
Portfolio, a New York trust, do hereby severally constitute and appoint H. Day
Brigham, Jr., James B. Hawkes and Thomas Otis, or any of them, to be true,
sufficient and lawful attorneys, or attorney for each of us, to sign for each of
us, in the name of each of us in the capacities indicated below, any and all
amendments (including post-effective amendments) to the Registration Statement
on Form N-1A filed by Eaton Vance Mutual Funds Trust on behalf of an existing or
proposed series with the Securities and Exchange Commission in respect of shares
of beneficial interest and other documents and papers relating thereto.

IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.

Name Capacity Date
---- -------- ----
/s/ Donald R. Dwight
- ------------------------------ Trustee October 23, 1995
Donald R. Dwight

/s/ Samuel L. Hayes, III
- ------------------------------ Trustee October 23, 1995
Samuel L. Hayes, III

/s/ Norton H. Reamer
- ------------------------------ Trustee October 23, 1995
Norton H. Reamer

/s/ John L. Thorndike
- ------------------------------ Trustee October 23, 1995
John L. Thorndike

/s/ Jack L. Treynor
- ------------------------------ Trustee October 23, 1995
Jack L. Treynor

President, Principal
/s/ Landon T. Clay Executive Officer
- ------------------------------ and Trustee October 23, 1995
Landon T. Clay

Treasurer and
Principal Financial
/s/ James L. O'Connor and Accounting
- ------------------------------ Officer October 23, 1995
James L. O'Connor