EATON VANCE MUTUAL FUNDS TRUST, 497, 1998-04-24

EATON VANCE MUTUAL FUNDS TRUST
497, 1998-04-24

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<PAGE>

[LOGO] Investing
EATON VANCE for the
- ------------------ 21st
Mutual Funds Century

Eaton Vance Tax-Managed
International Growth Fund

EATON VANCE TAX-MANAGED INTERNATIONAL GROWTH FUND (THE "FUND") IS A MUTUAL
FUND SEEKING LONG-TERM, AFTER-TAX RETURNS FOR ITS SHAREHOLDERS BY INVESTING IN
A DIVERSIFIED PORTFOLIO OF FOREIGN EQUITY SECURITIES. 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. Please retain this document for future reference. A
Statement of Additional Information for the Fund dated April 22, 1998, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "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 Eaton Vance Management (the
"Investment Adviser"), which is located at the same address. Eaton Vance
Management also acts as the administrator (the "Administrator") of the Fund.

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

CONTENTS
<TABLE>
<CAPTION>

Page Page
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder and Fund Expenses 2 How to Buy Shares 8
The Fund's Investment Objective 3 How to Redeem Shares 10
The Tax-Managed Mutual Fund Advantage 3 Reports to Shareholders 11
Investment Policies and Risks 3 The Lifetime Investing Account/Distribution Options 11
Organization of the Fund 6 The Eaton Vance Exchange Privilege 12
Management of the Fund 6 Eaton Vance Shareholder Services 13
Distribution and Service Plans 7 Distributions and Taxes 14
Valuing Shares 8 Performance Information 14
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Prospectus dated April 22, 1998

<PAGE>

SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases of Shares (as a percentage of
offering price) 5.75% None None
Sales Charges Imposed on Reinvested Distributions None None None
Fees to Exchange Shares None None None
Maximum Contingent Deferred Sales Charge None 5.00% 1.00%

ANNUAL FUND OPERATING EXPENSES (as a percentage of average daily net assets)
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Adviser Fee 1.00% 1.00% 1.00%
Rule 12b-1 Distribution and/or Service Fees* 0.00 0.75 1.00
Other Expenses 0.26 0.26 0.26
---- ---- ----
Total Operating Expenses 1.26 2.01 2.26
==== ==== ====
* Payment of the Class A and Class B service fees will commence in 1999. See Note below.

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

<CAPTION>
Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $ 70 $ 70 $ 33
3 Years 95 103 71

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

Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $ 70 $ 70 $ 23
3 Years 95 103 71

NOTES: The table and Example summarize the aggregate expenses of each Class of shares of the Fund and are
designed to help investors understand the costs and expenses they will bear, directly or indirectly, by
investing in the Fund. Information for each Class is based on its estimated expenses for the current fiscal
year because the Fund has only recently been organized.
</TABLE>

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

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual
return will vary. Long-term holders of Class B and Class C shares may pay more
than the economic equivalent of the maximum front-end sales charge permitted
by a rule of the National Association of Securities Dealers, Inc. For further
information regarding the expenses of the Fund see "Management of the Fund",
"Distribution and Service Plans" and "How to Redeem Shares."

For Class A and Class B 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 June 30, 1999.
Therefore, expenses after year one will be higher. See "Distribution and
Service Plans."
<PAGE>

THE FUND'S INVESTMENT OBJECTIVE
The Fund's investment objective is to achieve long-term, after-tax returns for
its shareholders by investing in a diversified portfolio of foreign equity
securities.

The Fund is designed for long-term taxable investors and is not intended to be
a complete investment program. Prospective investors should take into account
their objectives and other investments when considering the purchase of Fund
shares. The Fund cannot assure achievement of its investment objective. 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
investment objective of the Fund is fundamental, and may not be changed
without obtaining the approval of the Fund's shareholders.

THE TAX-MANAGED MUTUAL FUND ADVANTAGE
Taxes are a major influence on the net returns that investors receive on their
taxable investments. There are five components of the returns of an equity
mutual fund -- price appreciation, distributions of income and distributions
of realized short-term, mid-term and long-term capital gains -- which are
treated differently for federal income tax purposes. Distributions of net
investment income and net realized short-term gains (on stocks held less than
12 months) are taxed as ordinary income, at rates as high as 39.6%.
Distributions of realized mid-term gains (on stocks held 12 to 18 months) are
taxed at rates up to 28% and distributions of realized long-term gains (on
stocks held at least 18 months) are taxed at rates up to 20%. Price
appreciation, or unrealized gains, are not subject to current tax. Most equity
mutual funds are managed to maximize PRE-TAX returns and largely ignore the
different tax treatment of the various components of fund returns. In
contrast, the Fund seeks to achieve long-term, AFTER-TAX returns for its
shareholders by managing its investments so as to minimize and defer the taxes
incurred by shareholders as a consequence of their investment in the Fund. The
Fund seeks to achieve returns primarily in the form of unrealized capital
gains, which do not give rise to current tax obligations for shareholders.

The Fund is similar to retirement planning products such as variable annuities
and IRAs in that it is a vehicle for long-term, tax-deferred investing. As a
mutual fund, however, the Fund avoids a number of structural disadvantages
inherent in 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.
Variable annuities offer tax-free exchanges and a death benefit, which are not
offered by the Fund. Eligibility to invest in IRAs and annual contributions to
IRAs are limited. Contributions to deductible IRAs can be made from pre-tax
dollars and distributions from Roth IRAs are not taxed if certain requirements
are met.

An analysis of long-term hypothetical returns achievable from a tax-managed
equity fund that achieves returns predominantly from unrealized gains compared
to a conventional equity mutual fund and a variable annuity can illustrate the
fundamental soundness of a tax-managed equity fund investment. 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 a variable annuity. 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 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 Fund to invest in a broadly diversified selection of
foreign equity securities, emphasizing common stocks of growth companies
domiciled outside the United States that are considered to be high in quality
and attractive in their long-term investment prospects. The Fund intends to
diversify its investments both by geography and by industry. The Fund will
maintain investments in not less than five different countries and will not
invest more than 25% of assets in any one industry.

UNDER NORMAL MARKET CONDITIONS, THE FUND WILL INVEST AT LEAST 65% OF ITS TOTAL
ASSETS IN FOREIGN EQUITY SECURITIES. For this purpose, equity securities
include common stocks and other securities that are convertible into common
stocks. In selecting companies for investment, the Investment Adviser may
consider overall growth prospects, financial condition, competitive position,
technology, marketing expertise, profit margins, return on investment, capital
resources, management and other company-specific factors. In selecting
investments, the Investment Adviser will also take into account industry and
country considerations, including performance expectations for different
foreign stock markets and currencies, as well as the Fund's current position
with respect to such markets and currencies. The Fund may invest up to 35% of
its assets in preferred stocks, warrants, money market instruments (to meet
anticipated redemption requests or while investment of cash is pending) and
other securities and instruments described in this Prospectus. For temporary
defensive purposes, such as during abnormal market or economic conditions, the
Fund may also invest without limitation in various money market instruments
and high grade debt obligations. The Fund may also temporarily borrow up to 5%
of the value of its total assets to satisfy redemption requests or settle
securities transactions.

In its operations, the Fund seeks to achieve after-tax returns for its
shareholders in part by minimizing the taxes they incur in connection with the
Fund's investment income and realized capital gains. Taxes on investment
income are minimized by investing primarily in lower-yielding foreign equity
securities. The Fund can be expected to distribute relatively low levels of
taxable investment income, if any. Taxes on realized capital gains are
minimized in part by maintaining relatively low portfolio turnover, investing
primarily in established companies with characteristics of above-average
growth and profitability that are acquired with the expectation of being held
for a period of years. The Fund will generally seek to avoid realizing short-
term and mid-term capital gains. When a decision is made to sell a particular
appreciated security, the Fund 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 Fund 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 that have developed
large accumulated capital gains, the Fund may use tax-advantaged hedging
techniques including, but not limited to, the purchase of put options on
securities held, equity collars (combining the purchase of a put option and
the sale of a call option), equity swaps, short sales against-the-box on
securities held and the sale of stock index futures contracts. By using these
techniques rather than selling such securities the Fund can reduce its
exposure to price declines in the securities without realizing substantial
capital gains under current tax law. The Fund's ability to use short sales
against-the-box, certain equity swaps and certain equity collar strategies as
a tax-efficient management technique with respect to holdings of appreciated
securities is limited to circumstances in which the hedging transaction is
closed out within thirty days after the end of the Fund's taxable year and the
underlying appreciated securities position is held unhedged for at least the
next sixty days after the hedging transaction is closed. In addition, while
the Fund currently meets redemptions solely in cash, it may adopt in the
future a policy of meeting shareholder redemptions in whole or in part through
the distribution of readily marketable securities. Such a policy would only be
adopted after giving notice to the shareholders and only in conjunction with
putting in place a program whereby redeeming shareholders who receive
securities could elect to sell the securities received to an affiliate of the
Fund's custodian (or a designated broker-dealer) at no cost and at a price
equal to the price used in determining the redemption value of the distributed
securities. See "How to Redeem Shares." A redeeming shareholder of the Fund
who received securities would incur no more or less taxable gain than if the
redemption had been paid in cash. By distributing appreciated securities the
Fund can reduce its position in such securities without realizing capital
gains.

It is expected that by employing the various tax-efficient management
strategies described herein, the Fund can minimize the extent to which
shareholders incur taxes on Fund distributions of income and net realized
gains. The Fund may nevertheless make taxable income or gains distributions
from time to time.

AN INVESTMENT IN THE FUND ENTAILS RISK THAT THE PRINCIPAL VALUE OF FUND SHARES
MAY NOT INCREASE OR MAY DECLINE. The Fund will be managed for long-term,
after-tax returns. In managing the Fund, the Investment Adviser will generally
avoid selling securities with large accumulated capital gains. Over time, such
securities may comprise a substantial portion of the assets of the Fund.
Although the Fund may utilize certain hedging strategies in lieu of selling
appreciated securities, the Fund's exposure to losses during stock market
declines may nonetheless become higher than that of other funds investing in
similar securities that do not follow a general policy of avoiding sales of
highly-appreciated securities.

INVESTING 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. 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. Dividends on foreign stocks are generally subject to withholding
taxes. 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,
armed conflict, and potential difficulties in enforcing contractual
obligations.

Investing in foreign countries with emerging markets involves risks over and
above those generally associated with investing in foreign securities.
Emerging market economies may be subject to substantial social, economic and
political uncertainties, and may be highly dependent on a narrow range of
industries. Emerging market securities can be substantially more volatile,
less liquid and more susceptible to interruptions in trading than securities
that trade on established markets. Countries with emerging markets are located
in Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and
the region comprising the former Soviet Union, but the number of issuers of
suitable securities is relatively small.

FOREIGN CURRENCY FLUCTUATIONS. The Fund's investments are generally
denominated in foreign currencies. The strength or weakness of the U.S. dollar
against other currencies is a substantial factor in the Fund's performance.
Currency exchange rates are generally determined by the forces of supply and
demand and may be affected unpredictably by U.S. or foreign government
policies and interventions.

RESTRICTED SECURITIES. Securities that are not freely tradable or which are
subject to restrictions on sale under the Securities Act of 1933 are
considered restricted. Such securities may be illiquid and may be difficult to
properly value. The Fund's holdings of illiquid securities may not exceed 15%
of its net assets. Illiquid securities include securities legally restricted
as to resale, and may include commercial paper issued pursuant to Section 4(2)
of the Securities Act of 1933 and securities eligible for resale pursuant to
Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be
treated as liquid by the Investment Adviser pursuant to procedures adopted by
the Trustees, which require consideration of factors such as trading activity,
availability of market quotations and number of dealers willing to purchase
the security. Ownership of such securities may increase the level of fund
illiquidity to the extent qualified institutional buyers become uninterested
in purchasing such securities.

DERIVATIVE INVESTMENTS. The Fund may purchase or sell derivative instruments
(which derive their value by reference to other securities, indices,
instruments, or currencies) to hedge against securities price declines and
currency movements and to enhance returns. 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 Fund; equity swaps; and the purchase and sale of
forward currency exchange contracts and currency futures. The Fund may use
transactions in derivative instruments as a substitute for the purchase and
sale of securities. The Fund may also use derivative transactions to alter its
exposure to currencies that may or may not be represented in its portfolio.
Derivative transactions may be more advantageous in a given circumstance than
transactions involving securities due to more favorable current tax treatment,
lower transaction costs, or greater liquidity. While many derivative
instruments have built-in leveraging characteristics, the Fund 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 Fund 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. The use of futures for
nonhedging purposes is limited by regulations of the Commodity Futures Trading
Commission. There can be no assurance that the use of derivative instruments
will be advantageous to the Fund.

The Fund will only enter into 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 Fund's credit exposure to any one
counterparty will be limited to 5% or less of the net assets of the Fund. The
Fund's investment in illiquid assets, which may include certain 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.

LENDING OF PORTFOLIO SECURITIES. The Fund 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 the Investment Adviser to be sufficiently creditworthy and when, in
the judgment of the Investment Adviser, the consideration which can be earned
from securities loans of this type, net of administrative expenses and
finders' fees, justifies the attendant risk. The value of securities loaned
will not exceed 33% of the Fund's total assets.

CERTAIN INVESTMENT POLICIES. The Fund has adopted certain fundamental
investment restrictions and policies which are enumerated in detail in the
Statement of Additional Information and which may not be changed unless
authorized by a shareholder vote. Investment restrictions (except with respect
to investing in restricted securities, the borrowing of money and issuing
senior securities) 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.

The Fund's investment policies include a fundamental investment provision
allowing the Fund to invest its assets in one or more open-end management
investment companies having substantially the same investment policies and
restrictions as the Fund with respect to the assets so invested. This
investment company would be advised by the Investment Adviser (or an
affiliate) and the Fund would pay no advisory fee with respect to the assets
so invested. The Board of Trustees may implement the new investment policy
without shareholder approval at any time. This structure is commonly referred
to as "master-feeder."

Except for the fundamental investment restrictions and policies specifically
identified above and enumerated in the Statement of Additional Information,
the policies of the Fund are not fundamental policies and accordingly may be
changed by the Trustees of the Trust without obtaining the approval of the
shareholders of the Fund.

ORGANIZATION OF THE FUND
THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE MUTUAL FUNDS TRUST (THE
"TRUST"), A BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A
DECLARATION OF TRUST DATED MAY 7, 1984, AS AMENDED. The Trustees of the Trust
are responsible for the overall management and supervision of its affairs. The
Trust may issue an unlimited number of shares of beneficial interest (no par
value per share) in one or more series (such as the Fund). The Trustees of the
Trust have divided the shares of the Fund into multiple classes, including
Class A, Class B and Class C shares. Each class represents an interest in the
Fund, but is subject to different expenses, rights and privileges. See
"Distribution and Service Plans" and "How to Buy Shares". The Trustees have
the authority under the Declaration of Trust to create additional classes of
shares with differing rights and privileges.

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

MANAGEMENT OF THE FUND
THE TRUST ENGAGES EATON VANCE MANAGEMENT ("EATON VANCE"), AS THE FUND'S
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 Trust, Eaton Vance manages the Fund's
investments and affairs. Eaton Vance also furnishes for the use of the Fund
office space and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. Under the investment advisory agreement
with the Trust on behalf of the Fund, Eaton Vance receives a monthly advisory
fee of 1/12 of 1% (equivalent to 1.00% annually) of the average daily net
assets of the Fund up to $500 million.

Armin J. Lang has been Portfolio Manager of the Fund since it commenced
operations. Mr. Lang joined Eaton Vance as a Vice President on March 30, 1998.
Prior to joining Eaton Vance, Mr. Lang was an international equity portfolio
manager and quantitative strategist at Standish, Ayer & Wood (1994-1998) and a
senior portfolio manager and head of the international asset allocation group
at Commerzbank Investment Management in Frankfurt, Germany.

EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND VARIOUS
INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $25 BILLION. EATON VANCE HAS BEEN MANAGING INVESTMENT COMPANIES
WITH OBJECTIVES SIMILAR TO THAT OF THE FUND SINCE 1961. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp., a publicly-held holding company
which through its subsidiaries and affiliates engages primarily in investment
management, administration and marketing activities. The Principal
Underwriter is a wholly-owned subsidiary of Eaton Vance.

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

The Trust has retained the services of Eaton Vance to act as Administrator of
the Fund. 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.

Like most mutual funds, the Fund relies on computers in conducting daily
business and processing information. There is a concern that on January 1,
2000 some computer programs will be unable to recognize the new year and as a
consequence computer malfunctions will occur. The Administrator is taking
steps that it believes are reasonably designed to address this potential
problem and to obtain satisfactory assurance from other service providers to
the Fund that they are also taking steps to address the issue. There can,
however, be no assurance that these steps will be sufficient to avoid any
adverse impact on the Fund or its shareholders.

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

DISTRIBUTION AND SERVICE PLANS
The Trust has adopted a Service Plan (the "Class A Plan") for the Fund's Class
A shares that is designed to meet the service fee requirements of the sales
charge rule of the National Association of Securities Dealers, Inc. THE CLASS
A PLAN PROVIDES THAT CLASS A MAY MAKE SERVICE FEE PAYMENTS FOR PERSONAL
SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS TO THE PRINCIPAL
UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR ANY FISCAL
YEAR. The Trustees of the Trust have initially implemented the Class A Plan by
authorizing Class A to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .25% of the
average daily net assets for any fiscal year which is based on the value of
Class A shares sold by such persons and remaining outstanding for at least
twelve months. Class A expects to begin accruing for its service fees during
the quarter ending June 30, 1999.

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

THE CLASS B AND CLASS C PLANS ALSO AUTHORIZE EACH CLASS TO MAKE PAYMENTS OF
SERVICE FEES TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS
IN AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL
SERVICES, AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. Under the Class B
Plan, this fee is paid quarterly in arrears based on the value of Class B
shares sold by such persons and remaining outstanding for at least twelve
months. Class B expects to begin accruing for its service fees during the
quarter ending June 30, 1999. Under the Class C Plan, the Principal
Underwriter currently expects to pay to an Authorized Firm (a) a service fee
(except on exchange transactions and reinvestments) at the time of sale equal
to .25% of the purchase price of the Class C shares sold by such Firm, and (b)
monthly service fees approximately equivalent to 1/12 of .25% of the value of
Class C shares sold by such Firm and remaining outstanding for at least one
year. During the first year after a purchase of Class C shares, the Principal
Underwriter will retain the service fee as reimbursement for the service fee
payment made to Authorized Firms at the time of sale.

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

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

VALUING SHARES
THE FUND VALUES ITS SHARES ONCE EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). Each Class's net asset value per
share is determined by the Trust's custodian, Investors Bank & Trust Company
("IBT"), (as agent for the Trust) in the manner authorized by the Trustees of
the Trust. The net asset value of each Class is computed by dividing the value
of that Class's pro rata share of the Fund's total assets, less its
liabilities, by the number of shares of that Class outstanding. Securities
listed on exchanges are valued at closing sale prices.

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

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

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

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

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

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

The current sales charges and dealer commissions are:

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

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

</TABLE>

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

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

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

IN THE CASE OF BOOK ENTRY: IN THE CASE OF PHYSICAL DELIVERY:
Deliver through Depository Trust Co. Investors Bank & Trust Company
Broker #2212 Attention: Eaton Vance Tax-Managed International Growth
Investors Bank & Trust Company Fund (and Class)
For A/C Eaton Vance Tax-Managed International Growth Fund Physical Securities Processing Settlement Area
(and Class) 200 Clarendon Street
Boston, MA 02116

</TABLE>

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

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

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

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

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

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

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

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

MEETING REDEMPTIONS BY DISTRIBUTING PORTFOLIO SECURITIES. The Fund currently
will meet redemptions entirely in cash, but in the future may adopt a policy
of meeting redemption requests in whole or in part by distributing appreciated
securities held in the Fund's portfolio as chosen by the Investment Adviser.
The Fund would only distribute readily marketable securities, which would be
valued pursuant to its valuation procedures. As described under "Investment
Policies and Risks," the practice of distributing appreciated securities to
meet redemptions can be a useful tool for the tax-efficient management of the
Fund. A policy of meeting redemptions in whole or in part through the
distribution of securities will only be established in conjunction with
putting in place a program whereby redeeming shareholders who receive
securities could elect to sell the securities received to the Trust's
custodian (or a designated broker-dealer) at no cost and at a price equal to
the price used in determining the redemption value of the distributed
securities. Redeeming shareholders who receive securities and who elect to
participate in this program would receive the same amount of cash as if the
redemption had been paid directly in cash and would incur no more or less
taxable gain than if the redemption had been paid directly in cash. This
election would need to be made in a letter of instruction which would be
provided to shareholders before the policy was implemented. Shareholders not
making an affirmative election to sell distributed securities to the
custodian, would be required to take delivery of any securities distributed
upon a redemption of shares. Such shareholders could incur brokerage charges
and other costs and may be exposed to market risk in selling the distributed
securities.

If the Fund does adopt a policy of using distributions of securities to meet
redemptions, it may continue to meet redemptions in whole or in part using
cash. At certain times, the Fund may not have sufficient quantities of
appreciated securities available to meet redemptions by shareholders.
Moreover, during periods of volatile market conditions the Fund can be
expected to meet redemptions primarily through distributions of cash.

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

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

CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, they will be subject to a 1% CDSC if
redeemed within 12 months of purchase.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WITHDRAWAL PLAN. The Fund will make available to shareholders making a
deposit of at least $5,000 a systematic withdrawal plan through which they can
make regular quarterly redemptions to yield them either a specified dollar
amount of at least $200 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 the Class B or Class C CDSC. See "How to Redeem Shares." Such distributions
would be paid at the option of each shareholder and would reduce the number of
shares held by any shareholder electing to receive them. The maintenance of a
withdrawal plan concurrently with purchases of additional Class A shares would
be disadvantageous because of the sales charge included in such purchases.

STATEMENT OF INTENTION. Purchases of $50,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges under a
Statement of Intention. 5% of the dollar amount to be purchased will be held
in escrow in the form of shares registered in the investor's name until the
Statement is satisfied or the thirteen-month period expires. See the Account
Application for details.

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

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

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

DISTRIBUTIONS AND TAXES
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,
investments generally will be selected and managed 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 equity mutual funds. There can be no assurance, however, that taxable
distributions can be avoided. The ability to utilize or the desirability of
various tax management techniques and securities lending may be reduced or
eliminated by future tax and other legislation, regulations, administrative
interpretations, or court decisions.

The Fund intends to distribute each year (normally in December) substantially
all of its investment company taxable income (consisting generally of taxable
net investment income and net short-term capital gain) and net capital gain,
if any. Distributions generally will not qualify for the dividends-received
deduction for corporations.

Distributions of investment company taxable income are taxable to shareholders
as ordinary income, whether paid in cash or additional shares of the Fund.
Distributions of net capital gain are taxable to shareholders as long-term or
mid-term capital gain, whether paid in cash or additional shares of the Fund
and regardless of the length of time Fund shares have been owned by the
shareholder. Current IRS rules permit the Fund to designate net capital gain
distributions as "28% rate gain distributions" (i.e., mid-term gain
distributions) or "20% rate gain distributions" (i.e., long-term gain
distributions), and require shareholders to treat such distributions
accordingly.

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

The redemption of shares of the Fund may result in a taxable gain or loss to
the redeeming shareholder, depending on whether the amount received is greater
or less than such shareholders's adjusted tax basis in the shares redeemed. An
exchange of shares of the Fund for shares of another Eaton Vance fund
generally will have similar tax consequences.

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

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

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

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

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

[LOGO] Investing
EATON VANCE for the
- ------------------ 21st
Mutual Funds Century

- -------------------------------------------------------------------------------
Eaton Vance Tax-Managed
International Growth Fund

PROSPECTUS
APRIL 22, 1998

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

INVESTMENT ADVISER AND ADMINISTRATOR
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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

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

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

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

IGP
<PAGE>

STATEMENT OF
ADDITIONAL INFORMATION
April 22, 1998

EATON VANCE TAX-MANAGED
INTERNATIONAL GROWTH FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information provides information about Eaton
Vance Tax-Managed International Growth Fund (the "Fund"). This Statement of
Additional Information is sometimes referred herein to as the "SAI."

TABLE OF CONTENTS
Page
Additional Information about Investment Policies .................. 2
Investment Restrictions ........................................... 4
Trustees and Officers ............................................. 5
Control Persons and Principal Holders of Securities ............... 7
Investment Adviser and Administrator .............................. 7
Custodian ......................................................... 9
Services for Accumulation -- Class A Shares ....................... 9
Service for Withdrawal ............................................ 10
Determination of Net Asset Value .................................. 10
Investment Performance ............................................ 11
Taxes ............................................................. 12
Principal Underwriter ............................................. 13
Service Plan -- Class A Shares .................................... 14
Distribution Plans -- Class B and Class C Shares .................. 14
Portfolio Security Transactions ................................... 16
Other Information ................................................. 17
Independent Certified Public Accountants .......................... 18

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 APRIL 22, 1998, AS SUPPLEMENTED
FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS STATEMENT
OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS,
A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE
DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR ADDRESS
AND PHONE NUMBER).

<PAGE>

This SAI provides information about the Fund. Capitalized terms used in
this SAI and not otherwise defined have the meanings given to them in the
Prospectus.

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, 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 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 Fund 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 Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer.

Forward Foreign Currency Exchange Contracts and Currency Futures. Forward
foreign currency contracts ("forward contracts") are individually negotiated
and privately traded by currency traders and their customers. A forward
contract involves an obligation to purchase or sell a specific currency (or
basket of currencies) for an agreed price at a future date, which may be any
fixed number of days from the date of the contract. The Fund may enter into a
forward contract in connection with the purchase or sale of a security
denominated in a foreign currency, or when the Fund anticipates the receipt in
a foreign currency of dividend or interest payments on such a security which
it holds, to "lock" in the U.S. dollar price of the security or the U.S.
dollar equivalent of such dividend or interest payment, as the case may be.
Additionally, when the Investment Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's securities denominated in such foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible. The Fund generally will not enter
into a forward contract with a term of greater than one year.

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

Risks Associated With Derivative Instruments. Entering into a derivative
instrument involves a risk that the applicable market will move against the
Fund's position and that the Fund 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 Fund. Derivative
instruments may sometimes increase or leverage the Fund's exposure to a
particular market risk. Leverage enhances the Fund's exposure to the price
volatility of derivative instruments it holds. The Fund'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 Fund's 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
Fund from closing out positions and limiting its losses. The staff of the
Commission takes the position that certain purchased OTC options, and assets
used as cover for written OTC options, are subject to the Fund's 15% limit on
illiquid investments. The Fund's ability to terminate OTC derivative
instruments may depend on the cooperation of the counterparties to such
contracts. For thinly traded derivative instruments, the only source of price
quotations may be the selling dealer or counterparty. In addition, certain
provisions of the Code limit the extent to which the Fund may purchase and
sell derivative instruments. The Fund 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 Requirements. Transactions involving swaps, forward contracts,
futures contracts and options (other than options that the Fund has purchased)
expose the Fund to an obligation to another party. The Fund will not enter
into any such transactions unless it owns either (1) an offsetting ("covered")
position in securities, currencies, swaps, or other options, futures contracts
or forward contracts, or (2) cash or liquid securities (such as readily
marketable common stock and money market instruments) with a value sufficient
at all times to cover its potential obligations not covered as provided in (1)
above. Only the net obligation of a swap will be covered. The Fund will comply
with Commission guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash or liquid securities in a segregated
account with its custodian in the prescribed amount. The securities in the
segregated account will be marked to market daily.

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

Limitations on Futures Contracts and Options. The Fund may enter into futures
contracts, and options on futures contracts, traded on an exchange regulated
by the Commodity Futures Trading Commission (the "CFTC") and on foreign
exchanges, 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 Fund 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 Fund
may use futures contracts on securities held in its portfolio or on securities
with characteristics similar to those of the securities held by the Fund. If,
in the opinion of the Investment Adviser, there is a sufficient degree of
correlation between price trends for the securities held by the Fund and
futures contracts based on other financial instruments, securities indices or
other indices, the Fund may also enter into such futures contracts as part of
its hedging strategy.

All call options on securities written by the Fund will be covered. This
means that, the Fund will own the securities subject to the call option or an
offsetting call option so long as the call option is outstanding.

All futures contracts entered into by the Fund will be traded on exchanges
or boards of trade that are licensed and regulated by the CFTC and must be
executed through a futures commission merchant or brokerage firm that is a
member of the relevant exchange. Under CFTC regulations, the Fund 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.

Short Sales Against-the-Box. 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). A
short sale against-the-box requires that the short seller absorb certain costs
so long as the position is open. In a short sale against-the-box, the short
seller is exposed to the risk of being forced to deliver appreciated stock to
close the position if the borrowed stock is called in, causing a gain to be
recognized. The Portfolio expects normally to close its short sale against-
the-box transactions by delivering newly-acquired stock. No more than 25% of
the Portfolio's assets is expected to be subject to short-sales against-the-
box at any one time.

Lending Portfolio Securities. Under present regulatory policies of the
Commission, securities loans are required to be secured continuously by
collateral in cash, cash equivalents or U.S. Government securities held by the
Fund's custodian and maintained on a current basis at an amount at least equal
to the market value of the securities loaned, which will be marked to market
daily. Cash equivalents include certificates of deposit, commercial paper and
other short-term money market instruments. The Fund will only lend securities
to borrowers whose credit quality or claims paying ability is considered to be
investment grade by the Investment Adviser. The financial condition of the
borrower will be monitored by the Investment Adviser on an ongoing basis. If a
borrower of securities from the Fund defaults on a securities loan, the Fund
will, under proposed Treasury Regulations, be considered to have disposed of
the securities in a taxable transaction. The Fund may experience delays in the
recovery or loss of rights in loaned securities if a borrower of securities
fails financially. The Fund 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 Fund would have the right to call a loan and obtain the
securities loaned at any time on up to five business days' notice. The Fund
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
withholding of their consent on a material matter affecting the investment.
Securities lending involves administrative expenses, including finders' fees.
If the Investment Adviser decides to make securities loans, it is intended
that the value of the securities loaned would not exceed 30% of the Fund's
total assets.

Portfolio Turnover. The Fund cannot accurately predict its portfolio turnover
rate, but it is anticipated that the annual turnover rate will generally be
lower than that of most other equity mutual funds and will generally not
exceed 20% (excluding turnover of securities having a maturity of one year or
less). A 100% annual turnover rate could occur, for example, if all the
securities in the portfolio were replaced once in a period of one year. A high
turnover rate (100% or more) necessarily involves greater expenses to the
Fund.

INVESTMENT RESTRICTIONS

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

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

(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 any one industry.

Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its investable assets in an open-end management investment
company (a Portfolio) with substantially the same investment objective,
policies and restrictions as the Fund; moreover, subject to Trustee approval,
the Fund may invest its investable assets in other open-end management
investment companies in the same group of investment companies with the same
placement agent or investment adviser as the Fund (or an affiliate) if, with
respect to such assets, the other companies' permitted investments are
substantially the same as those of the Fund.

The Fund has adopted the following investment policies which may be
changed without shareholder approval. As a matter of nonfundamental policy,
the Fund will not: (a) invest more than 15% of its net assets in investments
which are not readily marketable, including restricted securities and
repurchase agreements with a maturity longer than seven days. Restricted
securities for the purposes of this limitation do not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees of the Trust, or its delegate, determines to be liquid; or (b) 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.

Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, such percentage limitation shall be
determined immediately after and as a result of the Fund's acquisition of such
security or asset. Accordingly, any later increase or decrease resulting from
a change in values, assets or other circumstances, will not compel the Fund to
dispose of such security or other asset. Notwithstanding the foregoing, under
normal market conditions the Fund must take actions necessary to comply with
the policy of investing at least 65% of total assets in foreign equity
securities. Moreover, the Fund must always be in compliance with the borrowing
policy and 15% limitation on investing in illiquid securities set forth above.

TRUSTEES AND OFFICERS

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

TRUSTEES OF THE TRUST

M. DOZIER GARDNER (64), President and Trustee*
Vice Chairman 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.

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

DONALD R. DWIGHT (67), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company). 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 (63), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
School of Business Administration. Trustee of the Kubrick Funds (mutual
funds). Director or Trustee of various investment companies managed by Eaton
Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02163

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

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

JACK L. TREYNOR (68), 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

THOMAS J. FETTER (54), Vice President
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Fetter was elected Vice
President of the Trust on October 17, 1997.

WILLIAM H. AHERN, JR. (38), Vice President
Vice President of BMR and Eaton Vance. 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 (55), Vice President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (53), Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

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

JANET E. SANDERS (62), 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 (35), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993). Officer of various investment companies managed
by Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the
Trust on March 27, 1995.

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

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

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

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

The fees and expenses of the noninterested Trustees of the Trust are paid
by the Fund (and the other series of the Trust). (The Trustees of the Trust
who are members of the Eaton Vance organization receive no compensation from
the Trust.) For the fiscal year ending October 31, 1998, it is estimated that
the noninterested Trustees of the Trust will receive the following
compensation in their capacities as Trustees from the Trust and for the fiscal
year ended October 31, 1997, the noninterested Trustees received the following
compensation in their capacities as Trustees from the Trust and the funds in
the Eaton Vance fund complex(1):

ESTIMATED
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST AND
NAME FROM TRUST(2) FUND COMPLEX

Donald R. Dwight ..................... $25 $145,000(3)
Samuel L. Hayes, III ................. 25 153,750(4)
Norton H. Reamer ..................... 25 145,000
John L. Thorndike .................... 25 146,250(5)
Jack L. Treynor ...................... 25 150,000
- ------------
(1) As of January 1, 1998 the Eaton Vance fund complex consists of 159
registered investment companies or series thereof.
(2) The Trust consisted of 13 Funds as of October 31, 1997.
(3) Includes $45,000 of deferred compensation.
(4) Includes $38,438 of deferred compensation.
(5) Includes $109,021 of deferred compensation.

Trustees of the Trust 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
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Fund in the shares of one or more funds
in the Eaton Vance Family of Funds, and the amount paid to the Trustees under
the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Fund's assets, liabilities, and net
income per share, and will not obligate the Fund to retain the services of any
Trustee or obligate the Fund to pay any particular level of compensation to
the Trustee. The Trust does not have a retirement plan for its Trustees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of the date of this SAI, Eaton Vance owned one share of the Fund, being
the only share of the Fund outstanding. Eaton Vance is a Massachusetts
business trust and a wholly-owned subsidiary of EVC.

INVESTMENT ADVISER AND ADMINISTRATOR

The Trust on behalf of the Fund engages Eaton Vance as investment adviser
pursuant to an Investment Advisory Agreement dated March 4, 1998. Eaton Vance
or its affiliates acts as investment adviser to investment companies and
various individual and institutional clients with combined assets under
management of approximately $25 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.

Eaton Vance and its affiliates act as adviser to a family of mutual funds,
and individual and various institutional accounts, including corporations,
hospitals, retirement plans, universities, foundations and trusts. Eaton Vance
mutual funds feature international equities, domestic equities, tax-free
municipal bonds, and U.S. government and corporate bonds. Lloyd George
Management has advised Eaton Vance's international equity funds since 1992.
Founded in 1991, Lloyd George is headquartered in Hong Kong with offices in
London and Mumbai, India. It has established itself as a leader in investment
management in Asian equities and other global markets. Lloyd George features
an experienced team of investment professionals that began working together in
the mid-1980s. Lloyd George analysts cover East Asia, the India subcontinent,
Russia and Eastern Europe, Latin America, Australia and New Zealand from
offices in Hong Kong, London and Mumbai. Together Eaton Vance and Lloyd George
manage over $26 billion in assets. Eaton Vance mutual funds are distributed by
the Principal Underwriter both within the United States and offshore.

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

Eaton Vance manages the investments and affairs of the Fund subject to the
supervision of the Trust's Board of Trustees. Eaton Vance furnishes to the
Fund investment research, advice and assistance, administrative services,
office space, equipment and clerical personnel, and investment advisory,
statistical and research facilities, and has arranged for certain members of
the Eaton Vance organization to serve without salary as officers or Trustees
of the Trust. The Fund is responsible for all expenses not expressly stated to
be payable by Eaton Vance under the Investment Advisory Agreement, including,
without limitation, the fees and expenses of its custodian and transfer agent,
including those incurred for determining the Fund's net asset value and
keeping its books; the cost of share certificates; membership dues in
investment company organizations; brokerage commissions and fees; fees and
expenses of registering its shares; expenses of reports to shareholders, proxy
statements, and other expenses of shareholders' meetings; insurance premiums;
printing and mailing expenses; interest, taxes and corporate fees; legal and
accounting expenses; and compensation and expenses of Trustees not affiliated
with Eaton Vance. The Fund will also bear expenses incurred in connection with
litigation, proceedings and claims and any legal obligation of the Trust to
indemnify its officers and Trustees with respect thereto, to the extent not
covered by insurance.

For a description of the compensation that the Fund pays Eaton Vance under
the Investment Advisory Agreement on average daily net assets up to $500
million, see the Fund's current Prospectus. On net assets of $500 million and
over the annual fee is reduced and the advisory fee is computed as follows:

ANNUALIZED FEE RATE
AVERAGE DAILY NET ASSETS FOR THE MONTH (FOR EACH LEVEL)
-----------------------------------------------------------------
$500 million but less than $1 billion 0.9375%
$1 billion but less than $2.5 billion 0.8750%
$2.5 billion but less than $5 billion 0.8125%
$5 billion and over 0.7500%

The Investment Advisory Agreement with Eaton Vance continues in effect
from year to year for so long as such continuance is approved at least
annually (i) by the vote of a majority of the noninterested Trustees of the
Trust 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 Trust or by
vote of a majority of the outstanding voting securities of the Fund. The
Agreement may be terminated at any time without penalty on sixty (60) days'
written notice by the Board of Trustees of either party, or by vote of the
majority of the outstanding voting securities of the Fund, and the Agreement
will terminate automatically in the event of its assignment. The Agreement
provides that Eaton Vance may render services to others. The Agreement also
provides that Eaton Vance 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 to the Fund. Under its agreement with the Trust, 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.

Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR.
The Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A.
Rowland, Jr. The Directors of EVC consist of the same persons and John G.L.
Cabot, John M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. Mr. Hawkes
is chairman, president and chief executive officer and Mr. Gardner is vice
chairman of EVC, Eaton Vance, BMR and EV. All of the issued and outstanding
shares of Eaton Vance and of EV are owned by EVC. All of the issued and
outstanding shares of BMR are owned by Eaton Vance. All shares of the
outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the
Voting Trustees of which are Messrs. Gardner, Hawkes, Rowland and Alan R.
Dynner, Thomas E. Faust, Jr., William M. Steul and Wharton P. Whitaker. The
Voting Trustees have unrestricted voting rights for the election of Directors
of EVC. All of the outstanding voting trust receipts issued under said Voting
Trust are owned by certain of the officers of Eaton Vance and BMR who are also
officers or officers and Directors of EVC and EV. As of April 22, 1998,
Messrs. Gardner and Hawkes each owned 24% of such voting trust receipts and
Messrs. Rowland and Faust owned 15% and 13%, respectively, and Messrs. Dynner,
Steul and Whitaker each owned 8%. Messrs. Dynner, Gardner and Hawkes, who are
officers or Trustees of the Trust, are members of the EVC, Eaton Vance, BMR
and EV organizations. Messrs. Ahern, Fetter, Murphy, O'Connor, Terry and
Woodbury, and Ms. Sanders are officers of the Trust and are also members of
the Eaton Vance, BMR and EV organizations.

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

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

CUSTODIAN

IBT acts as custodian for the Trust. IBT has the custody of all cash and
securities of the Fund, maintains the Fund's general ledger and computes the
daily 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 Fund's investments, receives and disburses all funds and
performs various other ministerial duties upon receipt of proper instruction
from the Trust. IBT also provides services in connection with the preparation
of shareholder reports and the electronic filing of such reports with the
Commission for which it receives a separate fee.

SERVICES FOR ACCUMULATION -- CLASS A SHARES

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

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

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

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

SERVICE FOR WITHDRAWAL

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

DETERMINATION OF NET ASSET VALUE

The Trustees of the Trust have established the following procedures for
the fair valuation of the Fund's assets under normal market conditions.
Securities listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System generally are valued at the last sale prices or, if
there were no sales on a particular day, 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. Short-term debt securities
with a remaining maturity of 60 days or less are valued at amortized cost. If
securities were acquired with a remaining maturity of more than 60 days, their
amortized cost value will be based on their value on the sixty-first day prior
to maturity. Other fixed income and debt securities, including listed
securities and securities for which price quotations are available, will
normally be valued on the basis of valuations furnished by a pricing service.
All other securities are valued at fair value as determined in good faith by
or at the direction of the Trustees. The Fund will be closed for business and
will not price its shares on the following business holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Generally, trading in the foreign securities owned by the Fund 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 Fund's shares are computed as of such times. Occasionally, events
affecting the value of foreign securities may occur between such times and the
close of the Exchange which will not be reflected in the computation of the
Fund's net asset value (unless the Fund 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 Fund will be valued in U.S. dollars; such values will be computed by
the custodian based on foreign currency exchange rate quotations supplied by
an independent quotation service.

INVESTMENT PERFORMANCE

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

The Fund may use total return figures showing after-tax returns, including
comparisons to tax-deferred vehicles such as Individual Retirement Accounts
("IRAs") and variable annuities. In calculating after-tax returns, the Fund
will, in general, assume that its shareholders are U.S. individual taxpayers
subject to federal income taxes at the highest marginal rate then applicable
to ordinary income and long-term capital gains. After-tax returns may also be
calculated using different tax rate assumptions and taking into account state
and local income taxes as well as federal taxes. In calculating after-tax
returns, distributions made by the Fund are assumed to be reduced by the
amount of taxes payable on the distribution, and the after-tax proceeds of the
distribution are reinvested in the Fund at net asset value on the reinvestment
date.

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

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

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

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

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

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

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

TAXES

Each series of the Trust, is treated as a separate entity for federal
income tax purposes. 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
substantially all of its ordinary income and net income in accordance with the
timing requirements imposed by the Code, so as to maintain its RIC status and
to avoid paying any federal income or excise tax.

In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income for such
year, at least 98% of its capital gain net income (which is the excess of its
realized capital gains over its realized capital losses), generally computed
on the basis of the one-year period ending on October 31 of such year, after
reduction by (i) any available capital loss carryforwards and (ii) 100% of any
income and capital gains from the prior year (as previously computed) that was
not paid out during such year and on which the Fund paid no federal income
tax. Under current law, provided that the Fund qualifies as a RIC for federal
income tax purposes, the Fund should not be liable for any income, corporate
excise or franchise tax in the Commonwealth of Massachusetts.

Foreign exchange gains and losses realized by the Fund in connection with
its 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
Fund 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 Fund in securities and
offsetting options, swaps, futures or forward contracts may be treated as
"straddles" and be subject to other special rules that may affect the amount,
timing and character of the Fund's distributions to shareholders. Certain uses
of foreign currency and foreign currency derivatives such as options, futures,
forward contracts and swaps and investment by the Fund 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.

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

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

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

Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on 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 convention.
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 arise if: (i) the shareholder is engaged in a trade or business in the
United States; (ii) the shareholder is present in the United States for a
sufficient period of time during a taxable year to be treated as a U.S.
resident (generally 180 days or more); or (iii) the shareholder fails to
provide any required certifications regarding its status as a non-resident
alien investor. Foreign shareholders should consult their tax advisers
regarding the U.S. and foreign tax consequences of an investment in the Fund.

The foregoing discussion does not 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 special tax rules that
may apply in their particular situations, as well as the state, local, and,
where applicable, foreign tax consequences of investing in the Fund.

PRINCIPAL UNDERWRITER

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

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

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

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

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

SERVICE PLAN -- CLASS A SHARES

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

The Plan continues in effect from year to year, for so long as such
continuance is approved by a vote of both a majority of (i) the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Plan or any agreements related to it (the "Plan Trustees") and (ii) all of
the Trustees then in office, cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan. The Plan may be terminated any time by
vote of the Plan Trustees or by a vote of a majority of the outstanding Class
A shares of the Fund. The Plan was approved by the Trustees, including the
Plan Trustees, on January 6, 1998.

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

DISTRIBUTION PLANS -- CLASS B AND CLASS C SHARES

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

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

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

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

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

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

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

The Plans continue in effect from year to year for so long as such
continuance is approved at least annually by the vote of both a majority of
(i) the noninterested Trustees of the Trust who have no direct or indirect
financial interest in the operation of the Plans or any agreements related to
the Plans (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in
office, and the Distribution Agreement contains a similar provision. The Plans
and Distribution Agreement may be terminated at any time by vote of a majority
of the Rule 12b-1 Trustees or by a vote of a majority of the outstanding
voting securities of the applicable Class. The Plans require quarterly Trustee
review of a written report of the amount expended under the Plans and the
purposes for which such expenditures were made. The Plans may not be amended
to increase materially the payments described therein without approval of the
shareholders of the affected Class and the Trustees. So long as the Plans are
in effect, the selection and nomination of the noninterested Trustees shall be
committed to the discretion of such Trustees. Each Plan was approved by the
Trustees, including the Rule 12b-1 Trustees on January 6, 1998.

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

PORTFOLIO SECURITY TRANSACTIONS

Decisions concerning the execution of portfolio security transactions,
including the selection of the market and the executing firm, are made by
Eaton Vance. Eaton Vance is also responsible for the execution of transactions
for all other accounts managed by it.

Eaton Vance places the portfolio security transactions of the Fund and of
certain other accounts managed by it for execution with many firms. Eaton
Vance uses its best efforts to obtain execution of portfolio transactions at
prices which are advantageous to the Fund and (when a disclosed commission is
being charged) at reasonably competitive commission rates. In seeking such
execution, Eaton Vance will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors,
including without limitation the size and type of the transaction, the nature
and character of the market for the security, the confidentiality, speed and
certainty of effective execution required for the transaction, the general
execution and operational capabilities of the executing firm, the reputation,
reliability, experience and financial condition of the firm, the value and
quality of services rendered by the firm in this and other transactions, and
the reasonableness of the commission, if any. Transactions on stock exchanges
and other agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different 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 Fund usually includes an undisclosed
dealer markup or markdown. In an underwritten offering the price paid by the
Fund includes a disclosed fixed commission or discount retained by the
underwriter or dealer. Although commissions paid on portfolio transactions
will, in the judgment of Eaton Vance, be reasonable in relation to the value
of the services provided, commissions exceeding those which another firm might
charge may be paid to firms who were selected to execute transactions on
behalf of the Fund and Eaton Vance's other clients providing brokerage and
research services to Eaton Vance.

As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio transaction on behalf of the Fund
may receive a commission which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Eaton Vance determines in good faith that such compensation was reasonable in
relation to the value of the brokerage and research services provided. This
determination may be made either on the basis of that particular transaction
or on the basis of overall responsibilities which Eaton Vance and its
affiliates have for accounts over which it exercises investment discretion. In
making any such determination, Eaton Vance will not attempt to place a
specific dollar value on the brokerage and research services provided or to
determine what portion of the commission should be related to such services.
Brokerage and research services may include advice as to the value of
securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts; 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, Eaton Vance may receive Research Services from broker-
dealer firms with which Eaton Vance places the portfolio transactions of the
Fund 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 Eaton Vance in connection with client accounts
other than those accounts which pay commissions to such broker-dealer. Any
such Research Service may be broadly useful and of value to Eaton Vance in
rendering investment advisory services to all or a significant portion of its
clients, or may be relevant and useful for the management of only one client's
account or of a few clients' accounts, or may be useful for the management of
merely a segment of certain clients' accounts, regardless of whether any such
account or accounts paid commissions to the broker-dealer through which such
Research Service was obtained. The advisory fee paid by the Fund is not
reduced because Eaton Vance receives such Research Services. Eaton Vance
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which Eaton
Vance believes are useful or of value to it in rendering investment advisory
services to its clients.

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

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

OTHER INFORMATION

The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated May 7, 1984,
as amended. On July 10, 1995, the Trust changed its name from Eaton Vance
Government Obligations Trust to Eaton Vance Mutual Funds Trust. Eaton Vance,
pursuant to its agreement with the Trust, controls the use of the words "Eaton
Vance" and "EV" in the Fund's name and may use the words "Eaton Vance" or "EV"
in other connections and for other purposes.

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

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

In connection with telephone redemptions and exchanges, the Trust, the
Principal Underwriter and the Transfer Agent will verify personal account
information in order to determine that instructions communicated are genuine.

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
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 Commission.

<PAGE>

[LOGO] Investing
EATON VANCE for the
- ------------------ 21st
Mutual Funds Century

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Eaton Vance Tax-Managed
International Growth Fund

STATEMENT OF ADDITIONAL INFORMATION
APRIL 22, 1998

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INVESTMENT ADVISER AND ADMINISTRATOR
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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

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

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

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

IGSAI