<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
1933 ACT FILE NO. 2-90946
1940 ACT FILE NO. 811-4015
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 44 [X]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 47 [X]
EATON VANCE MUTUAL FUNDS TRUST
----------------------------------------------------
(FORMERLY EATON VANCE GOVERNMENT OBLIGATIONS TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
617-482-8260
-------------------------------------
(REGISTRANT'S TELEPHONE NUMBER)
ALAN R. DYNNER
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective pursuant to Rule 485
(check appropriate box):
[ ] immediately upon filing pursuant to [ ] on (date) pursuant to
paragraph (b) paragraph (a)(1)
[X] on April 22, 1998 pursuant to [ ] 75 days after filing pursuant
paragraph (b) to paragraph (a)(2)
[ ] 60 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(1) paragraph (a) (2).
If appropriate, check the following box:
[ ] this post effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest
================================================================================
<PAGE>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under the Securities Act of
1933
Part A--The Prospectus of:
Eaton Vance Short-Term Treasury Fund
Part B--The Statement of Additional Information of:
Eaton Vance Short-Term Treasury Fund
Part C--Other Information
Signatures
Exhibit Index Required by Rule 483(b) under the Securities Act of 1933
Exhibits
This Amendment is not intended to amend the Prospectus and Statement of
Additional Information of any series of the Registrant not identified above.
<PAGE>
EATON VANCE MUTUAL FUNDS TRUST
CROSS REFERENCE SHEET FOR
EATON VANCE SHORT-TERM TREASURY FUND
ITEMS REQUIRED BY FORM N-1A
---------------------------
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------ ------------ -----------------------------
1. ............ Cover Page Cover Page
2. ............ Synopsis Shareholder and Fund Expenses
3. ............ Condensed Financial The Fund's Financial
Information Highlights; Performance
Information
4. ............ General Description of The Fund's Investment
Registrant Objective; Investment
Policies and Risks;
Organization of the Fund
5. ............ Management of the Fund Management of the Fund
5A............. Management's Discussion of Not Applicable
Fund Performance
6. ............ Capital Stock and Other Organization of the Fund;
Securities Reports to Shareholders;
Additional Transaction
Information; Distributions
and Taxes
7. ............ Purchase of Securities Valuing Shares; Distribution
Being Offered Plan; How to Buy Shares;
Additional Transaction
Information
8. ............ Redemption or Repurchase How to Redeem Shares
9. ............ Pending Legal Proceedings Not Applicable
PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -----------------------------
10. ............ Cover Page Cover Page
11. ............ Table of Contents Table of Contents
12. ............ General Information and Other Information
History
13. ............ Investment Objectives and Investment Restrictions
Policies
14. ............ Management of the Fund Trustees and Officers
15. ............ Control Persons and Control Persons and Principal
Principal Holders of Holders of Securities
Securities
16. ............ Investment Advisory and Investment Adviser;
Other Services Distribution Plan; Custodian;
Independent Accountants;
Other Information
17. ............ Brokerage Allocation and Portfolio Security Transactions
Other Practices
18. ............ Capital Stock and Other Other Information
Securities
19. ............ Purchase, Redemption and Determination of Net Asset
Pricing of Securities Value; Principal Underwriter;
Being Offered Distribution Plan
20. ............ Tax Status Taxes
21. ............ Underwriters Principal Underwriter
22. ............ Calculation of Performance Investment Performance
Data
23. ............ Financial Statements Financial Statements
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
[GRAPHIC OMITTED] Investing
EATON VANCE for the
- --------------- 21st
Mutual Funds Century
Eaton Vance Short-Term
Treasury Fund
EATON VANCE SHORT-TERM TREASURY FUND (THE "FUND") IS A MUTUAL FUND SEEKING
CURRENT INCOME AND LIQUIDITY, BY INVESTING EXCLUSIVELY IN U.S. TREASURY
OBLIGATIONS AND REPURCHASE AGREEMENTS COLLATERALIZED EXCLUSIVELY BY U.S.
TREASURY OBLIGATIONS. THE FUND IS A SERIES OF EATON VANCE MUTUAL FUNDS TRUST.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF
SOME OR ALL OF THE PRINCIPAL INVESTMENT.
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated April 22, 1998 for the Fund, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated herein by
reference. This Statement of Additional Information is available without
charge from the Fund's principal underwriter, Eaton Vance Distributors, Inc.
(the "Principal Underwriter"), 24 Federal Street, Boston, MA 02110 (telephone
(800) 225-6265). The Fund's investment adviser is Eaton Vance Management (the
"Investment Adviser"), which is located at the same address.
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
Page Page
- -------------------------------------------------------------------------------
Shareholder and Fund Expenses 2 Valuing Shares 6
The Fund's Financial Highlights 3 How to Buy Shares 6
The Fund's Investment Objective 4 How to Redeem Shares 7
Investment Policies and Risks 4 Additional Transaction Information 8
Organization of the Fund 5 Reports to Shareholders 9
Management of the Fund 5 Distributions and Taxes 9
Distribution Plan 6 Performance Information 10
- -------------------------------------------------------------------------------
Prospectus dated April 22, 1998
<PAGE>
SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
- -------------------------------------------------------------------------------
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
- -------------------------------------------------------------------------------
Investment Adviser Fee (after fee reduction) 0.26%
Rule 12b-1 Distribution Fees 0.25
Other Expenses 0.09
----
Total Operating Expenses (after reduction) 0.60%
====
---
EXAMPLE 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
An investor would pay the following
expenses on a $1,000 investment,
assuming (a) 5% annual return and (b)
redemption at the end of each period: $6 $19 $33 $75
NOTES: The table and Example summarize the aggregate expenses 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 the
Fund is based on its expenses for the most recent fiscal year. Absent a
reduction of the Investment Adviser Fee, expenses of the Fund would have been
the following percentage of average daily net assets: Investment Adviser Fee
would have been 0.36% and Total Operating Expenses would have been 0.70%.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual
return will vary. For further information regarding the expenses of the Fund,
see "The Fund's Financial Highlights", "Management of the Fund" and "How to
Redeem Shares". A long-term shareholder in the Fund may pay more than the
economic equivalent of the maximum front-end sales charge permitted by a rule
of the National Association of Securities Dealers, Inc. See "Distribution
Plan".
The Fund's monthly advisory fee has two components, a fee based on daily net
assets and a fee based on daily gross income, as set forth in the fee schedule
on page 5.
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements that appear in the Fund's annual report to shareholders.
The Fund's financial statements have been audited by Coopers & Lybrand L.L.P.
independent accountants, as experts in accounting and auditing. The financial
statements and the report of independent accountants are incorporated by
reference into the Statement of Additional Information. Further information
regarding the performance of the Fund is contained in its annual report to
shareholders which may be obtained without charge by contacting the Principal
Underwriter.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991++
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
year $ 62.89 $ 61.43 $ 57.52 $ 55.58 $ 54.30 $ 52.64 $ 50.18
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations:
Net investment income $ 3.07 $ 2.88 $ 3.47 $ 1.80 $ 1.34 $ 1.61 $ 2.15
Net realized and unrealized
gain (loss) on investments 0.08 -- 0.44 0.14 (0.06) 0.05 0.31
-------- -------- -------- -------- -------- -------- --------
Total income from
operations $ 3.15 $ 2.88 $ 3.91 $ 1.94 $ 1.28 $ 1.66 $ 2.46
-------- -------- -------- -------- -------- -------- --------
Less distributions:
From net investment income $ (1.16) $ (1.42) $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- -------- -------- --------
Total distributions $ (1.16) $ (1.42) $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- -------- -------- --------
Net asset value, end of year $ 64.88 $ 62.89 $ 61.43 $ 57.52 $ 55.58 $ 54.30 $ 52.64
======== ======== ======== ======== ======== ======== ========
Total Return(1) 5.00% 4.69% 6.80% 3.49% 2.36% 3.15% 4.90%
Ratios/Supplemental Data*:
Net assets, end of year
(000's omitted) $2,949 $2,004 $1,915 $1,175 $1,743 $4,917 $100,976
Ratio of net expenses to
average daily net assets(2) 0.60% 0.61% 0.62% 0.84% 0.60% 0.60% 0.60%+
Ratio of net expenses to
average daily net assets
after custodian fee
reduction 0.60% 0.60% 0.60% -- -- -- --
Ratio of net investment
income to average daily
net assets 4.74% 4.65% 5.25% 2.97% 2.48% 3.01% 4.66%+
* The operating expenses of the Fund reflect a reduction of the Investment Adviser fee and/or an allocation of expenses to the
Investment Adviser. Had such action not been taken, the ratios and net investment income per share would have been as follows:
Ratios (as a percentage of
average daily net assets):
Expenses(2) 0.70% 0.76% 0.89% 1.23% 0.70% 0.70% 0.78%+
===== ===== ===== ===== ===== ===== =====
Expenses after custodian
fee reduction 0.70% 0.75% 0.87% -- -- -- --
===== ===== ===== ===== ===== ===== =====
Net investment income 4.64% 4.50% 4.98% 2.58% 2.38% 3.11% 4.49%+
===== ===== ===== ===== ===== ===== =====
Net investment income per
share $3.00 $2.80 $3.29 $1.56 $1.28 $1.56 $2.07
===== ===== ===== ===== ===== ===== =====
Note: Certain of the per share amounts have been computed using the average shares outstanding method.
+ Computed on an annualized basis.
++ Period from the date of initial public offering, February 4, 1991, to December 31, 1991. For the period from the start of
business, January 11, 1991, to February 3, 1991, net investment income aggregating $0.18 per share ($367) was earned by the
Fund. The financial highlights for the period were audited by the Fund's previous auditors.
(1) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on
thelast day of each period reported. Distributions, if any, are assumed to be reinvested at the net asset value on the
payable date. Total return is computed on a non-annualized basis.
(2) The expense ratios for the year ended December 31, 1995 and thereafter have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require the Fund to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for each of the prior years have not been adjusted to
reflect this change.
</TABLE>
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
Eaton Vance Short-Term Treasury Fund is a no-load diversified mutual fund
which continuously offers its shares of beneficial interest to the public. The
Fund's investment objective is to seek current income and liquidity. The Fund
invests exclusively in U.S. Treasury obligations (bills, notes and bonds) with
a remaining maturity of up to five years and repurchase agreements
collateralized exclusively by U.S. Treasury obligations. The Fund will
maintain a dollar weighted average portfolio maturity of not more than one
year. The Fund provides shareholders ease of investment and redemption by
allowing same-day wire purchases and redemptions. No commissions or redemption
fees are charged on Fund purchases or redemptions.
INVESTMENT POLICIES AND RISKS
The Fund invests exclusively in U.S. Treasury obligations with a remaining
maturity of up to five years. U.S. Treasury obligations include the following
(which differ in their interest rates, maturities and times of issuance): U.S.
Treasury bills (maturities of one year or less), U.S. Treasury notes
(maturities of one to ten years) and U.S. Treasury bonds (generally maturities
of greater than ten years). The Fund invests in U.S. Treasury notes and bonds
only to the extent that their remaining maturity is five years or less. U.S.
Treasury bills, notes and bonds, are supported by the full faith and credit of
the United States.
The Fund will maintain a dollar weighted average portfolio maturity of not
more than one year. In measuring the dollar weighted average portfolio
maturity of the Fund, the Fund will use the concept of "duration." Duration
represents the dollar weighted average maturity of expected cash flows (i.e.,
interest and principal payments) on one or more debt obligations, discounted
to their present values. The duration of an obligation is generally equal to
or less than its stated maturity and is related to the degree of volatility in
the market value of the obligation. Maturity measures only the time until a
debt security provides its final payment; it takes no account of the pattern
of a security's payments over time. Duration takes both interest and principal
payments into account and, thus, in the Investment Adviser's opinion, is a
more accurate measure of a debt security's longevity.
The Fund may enter into repurchase agreements collateralized exclusively by
U.S. Treasury obligations involving up to 50% of its assets with banks and
broker-dealers determined to be creditworthy by the Investment Adviser. Under
a repurchase agreement the Fund buys a security at one price and
simultaneously promises to sell that same security back to the seller at a
higher price for settlement at a later date. The Fund's repurchase agreements
will provide that the value of the collateral underlying the repurchase
agreement will always be at least equal to the repurchase price, including any
accrued interest earned on the repurchase agreement, and will be marked to
market daily. The repurchase date is usually overnight, but may be within
seven days of the original purchase date. In the event of the bankruptcy of
the counterparty or a third party custodian, the Fund might experience delays
in recovering its cash or experience a loss. To mitigate this risk, no more
than 25% of the Fund's assets will be invested with any one counterparty.
The net asset value of the Fund's shares will change in response to interest
rate fluctuations. When interest rates decline, the value of a portfolio
primarily invested in debt securities can be expected to rise. Conversely,
when interest rates rise, the value of a portfolio primarily invested in debt
securities can be expected to decline. However, a shorter maturity is
generally associated with a lower level of market value volatility.
Accordingly, the Investment Adviser expects that the net asset value of the
Fund's shares normally will fluctuate significantly less than that of a
longer-term bond fund since the dollar weighted average portfolio maturity of
the Fund will not exceed one year.
The Fund has adopted certain fundamental investment restrictions and policies
which are enumerated in detail in the Statement of Additional Information and
which may not be changed unless authorized by a shareholder vote. Except for
such enumerated restrictions and policies, the investment objective and
policies of the Fund are not fundamental policies and accordingly may be
changed by the Trustees without obtaining the approval of the Fund's
shareholders. The Trustees, however, intend to submit any material change in
the investment objective to shareholders for their approval.
The shareholders have authorized the Fund to invest its assets in an open-end
management investment company having substantially the same investment
policies and restrictions as the Fund. The Board of Trustees, should it
implement the new investment policy, would invest the assets of the Fund in
the Short-Term Treasury Portfolio (the "Portfolio"). The Portfolio is a trust
which, like the Fund, would be registered as an open-end management investment
company under the Investment Company Act of 1940 (the "Act"). It is
anticipated that the Fund, by investing its assets in the Portfolio, would be
in a position to realize certain benefits from an increase in the size of the
underlying investment portfolio. There can be no assurance that these
anticipated benefits would be realized. This policy has not been implemented
given the current asset size of the Fund and the lack of other investment
vehicles available to invest in the Portfolio. Conversion to this two-tier
investment structure may, however, become attractive in the future. This
structure is commonly referred to as "master-feeder".
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). Each share
represents an equal proportionate beneficial interest in the Fund. When issued
and outstanding, the shares are fully paid and nonassessable by the Trust and
redeemable as described under "How to Redeem Shares". There are no annual
meetings of shareholders, but special meetings may be held as required by law
to elect or remove Trustees and consider certain other matters. Shareholders
are entitled to one vote for each full share held. Fractional shares may be
voted proportionately. Shares have no preemptive or conversion rights and are
freely transferable. In the event of the liquidation of the Fund, shareholders
are entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.
MANAGEMENT OF THE FUND
THE FUND ENGAGES EATON VANCE MANAGEMENT ("EATON VANCE") AS ITS INVESTMENT
ADVISER. EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN
MANAGING ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING
INVESTMENT COMPANIES SINCE 1931. Eaton Vance or its affiliates act as
investment adviser to investment companies and various individual and
institutional clients with assets under management of approximately $25
billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp., a
publicly-held holding company which through its subsidiaries and affiliates
engages primarily in investment management, administration and marketing
activities. The Principal Underwriter is a wholly-owned subsidiary of Eaton
Vance. Michael B. Terry has acted as the portfolio manager of the Fund since
January, 1991. Mr. Terry manages other Eaton Vance portfolios and is a Vice
President of Eaton Vance.
Acting under the general supervision of the Board of Trustees of the Trust,
Eaton Vance manages the Fund's investments and affairs. Under its investment
advisory agreement with the Trust on behalf of the Fund, Eaton Vance receives
a monthly advisory fee equal to the aggregate of: (a) a daily asset based fee
computed by applying the annual asset rate applicable to that portion of the
total daily net assets in each Category as indicated below, plus (b) a daily
income based fee computed by applying the daily income rate applicable to that
portion of the total daily gross income (which portion shall bear the same
relationship to the total daily gross income on such day as that portion of
the total daily net assets in the same Category bears to the total daily net
assets on such day) in each Category as indicated below:
Annual Daily
Category Daily Net Assets Asset Rate Income Rate
- -------------------------------------------------------------------------------
1 up to $20 million 0.150% 1.50%
2 $20 million but less than $40 million 0.200% 2.00%
3 $40 million but less than $500 million 0.250% 2.50%
4 $500 million but less than $1 billion 0.225% 2.25%
5 $1 billion but less than $1.5 billion 0.200% 2.00%
6 $1.5 billion but less than $2 billion 0.190% 1.90%
7 $2 billion but less than $3 billion 0.180% 1.80%
8 $3 billion and over 0.170% 1.70%
Total daily gross income is the total investment income, exclusive of capital
gains and losses and before deduction of expenses, earned each day by the
Fund. As at December 31, 1997, the Fund had net assets of $2,948,696. For the
fiscal year ended December 31, 1997, Eaton Vance would have earned, absent a
fee reduction, advisory fees equivalent to 0.36% of the Fund's average daily
net assets for such year.
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 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 the payment of all expenses other than
those expressly stated to be payable by Eaton Vance under the investment
advisory agreement or by the Principal Underwriter under the distribution
agreement.
Most of the obligations which the Fund will acquire for its portfolio will
normally be traded on a net basis (without commission) through broker-dealers
and banks acting for their own account. In selecting firms which will execute
Fund portfolio transactions Eaton Vance judges their professional ability and
quality of service and uses its best efforts to obtain execution at prices
which are advantageous to the Fund. 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 firms to execute
portfolio transactions. The Fund 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.
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. Eaton Vance 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.
DISTRIBUTION PLAN
In addition to advisory fees and other expenses, the Fund pays for certain
expenses pursuant to a Distribution Plan (the "Plan") designed to meet the
requirements of Rule 12b-1 under the 1940 Act. THE PLAN PROVIDES THAT THE FUND
WILL PAY THE PRINCIPAL UNDERWRITER A QUARTERLY DISTRIBUTION FEE EQUAL TO .25%
ON AN ANNUAL BASIS OF THE FUND'S AVERAGE DAILY NET ASSETS. The Principal
Underwriter may pay up to the entire amount of the distribution fee to
financial service firms (including banking institutions) (an "Authorized
Firm") and their employees, or to employees of the Principal Underwriter and
its affiliates for providing distribution services to the Fund or services to
shareholders. During the fiscal year ended December 31, 1997, the Fund paid
the Principal Underwriter distribution fees under the Plan equivalent to .25%
of the Fund's average daily net assets for such year.
VALUING SHARES
THE FUND VALUES ITS SHARES TWICE EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, AT NOON AND AS OF THE CLOSE OF REGULAR
TRADING ON THE EXCHANGE (NORMALLY 4:00 P.M. NEW YORK TIME). The Fund's net
asset value per share is determined by its custodian, Investors Bank & Trust
Company ("IBT"), (as agent for the Fund) in the manner authorized by the
Trustees of the Trust. Net asset value is computed by dividing the value of
the Fund's total assets, less its liabilities, by the number of shares
outstanding. Debt securities will normally be valued on the basis of market
valuations provided by a pricing service. Repurchase agreements will be valued
at cost plus accrued interest. Other assets are valued at fair value using
methods determined in good faith by the Trustees.
The net asset value so determined is effective for orders received by the
Principal Underwriter prior to the next price determination. It is each
Authorized Firm's 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 FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE PER SHARE.
HOW TO BUY SHARES
SHARES OF THE FUND ARE SOLD WITHOUT A SALES CHARGE AT THE NET ASSET VALUE PER
SHARE NEXT DETERMINED AFTER THE RECEIPT OF A PURCHASE ORDER AS DESCRIBED
BELOW. The minimum initial purchase of shares is $5,000. Once an account has
been established the investor may send additional investments of $500 or more
at any time. An Authorized Firm may charge its customers a fee in connection
with transactions executed by that Firm. The Fund reserves the right to reject
an order for the purchase of its shares or to limit or suspend, without prior
notice, the offering of its shares.
PURCHASES THROUGH AUTHORIZED FIRMS: Investors may purchase shares of the Fund
through Authorized Firms, which include financial service firms with whom the
Principal Underwriter has agreements.
BY MAIL: The Account Application form which accompanies this Prospectus should
be completed, signed and mailed with a check, Federal Reserve Draft, or other
negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to
the order of Eaton Vance Short-Term Treasury Fund and mailed to the Fund's
transfer agent (the "Transfer Agent"), First Data Investor Services Group,
P.O. Box 5123, Westborough, MA 01581-5123. Additional purchases may be made at
any time through the same mail procedure. (Please provide the shareholder name
and account number.)
BY WIRE: Investors may also purchase shares by requesting their bank to
transmit immediately available funds (Federal Funds) by wire to:
ABA #011001438
Federal Reserve Bank of Boston
A/C Investors Bank & Trust Company
Further Credit Eaton Vance Short-Term Treasury Fund -- Fund #796570802
A/C # [Insert your account number -- see below]
Upon making an initial investment by wire, you must first telephone the Fund
Order Department at 800-225-6265 (extension 3) to advise of your action and to
be assigned an account number. Failure to call will delay the order. The
Account Application form which accompanies this Prospectus must be promptly
forwarded to the Transfer Agent, at the above address. Additional investments
may be made at any time through the same wire procedure. The Fund Order
Department must be advised by telephone of each transmission.
Transactions in the U.S. Treasury obligations in which the Fund invests
require immediate settlement in Federal Funds. The Fund intends at all times
to be as fully invested as is feasible in order to maximize its earnings.
Accordingly, purchase orders will be executed at the net asset value next
determined after their receipt by the Fund only if the Fund has received
payment in cash or in Federal Funds. If remitted in other than the foregoing
manner, such as by money order or personal check, purchase orders will be
executed as of the close of business on the second Boston business day after
receipt. Information on how to procure a Federal Reserve Draft or transmit
Federal Funds by wire is available at banks. A bank may charge a fee for these
services.
HOW TO REDEEM SHARES
A SHAREHOLDER MAY REDEEM SHARES IN SEVERAL WAYS. 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.
REDEMPTION BY MAIL: Shares may be redeemed by delivering to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123, during its business hours a written request for redemption in good
order, plus any share certificates with executed stock powers. Good order
means that all relevant documents must be endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) must be guaranteed
by a member of either the Securities Transfer Association's STAMP program or
the New York Stock Exchange's Medallion Signature Program, or certain banks,
savings and loan institutions, credit unions, securities dealers, securities
exchanges, clearing agencies and registered securities associations as
required by a Commission regulation and acceptable to the Transfer Agent. In
addition, in some cases, good order may require the furnishing of additional
documents such as where shares are registered in the name of a corporation,
partnership or fiduciary.
REDEMPTION BY TELEPHONE: Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such
redemptions can be effected by calling the Transfer Agent at 800-262-1122,
Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The
proceeds of a telephone redemption may be no greater than the maximum amount
established by the Principal Underwriter (currently $50,000) and may be mailed
only to the account address of record. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary arrangements, may not be
redeemed by telephone. Neither the Fund, the Principal Underwriter nor the
Transfer Agent will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated by telephone are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone redemption may be difficult to
implement.
WIRE TRANSFER TO A BANK ACCOUNT: Shareholders with uncertified shares (for
which the Fund has collected payment) who have given complete written
authorization in advance may request that redemption proceeds of $1,000 or
more be wired directly to their bank account. The bank designated may be any
bank in the United States. The request may be made by letter or telephone to
the Fund Order Department at 800-225-6265 (extension 3). Proceeds of
redemption requests received before noon on any business day will be wired
that same day, if so requested by the shareholder. Redemption requests
received between noon and 4:00 p.m. on any business day will be processed at
4:00 p.m. and the proceeds will be wired on the next business day. The
shareholder may be required to pay any costs of such transaction; however, no
such costs are currently charged. The Fund may suspend or terminate the
expedited payment procedure upon at least 30 days notice.
REDEMPTION THROUGH AN AUTHORIZED FIRM: To sell shares at their net asset value
through an Authorized Firm (a repurchase), a shareholder can place a
repurchase order with the Authorized Firm, which may charge a fee. The value
of such shares is based upon the net asset value calculated after the order is
deemed to have been 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.
Payment will normally be made by check within one business day after receipt
of the redemption request and must, in any event, be made within seven days of
such receipt, unless expedited payment has been authorized by the Fund after
request by the shareholder.
If shares were recently purchased by check, the proceeds of redemption (or
repurchase) will not be sent until the check (including a certified or
cashier's check) received for the shares purchased has cleared. Payment for
shares tendered for redemption may be delayed up to 15 days from the purchase
date when the purchase check has not yet cleared. The value of shares redeemed
or repurchased may be more or less than their cost depending on portfolio
performance during the period they were owned. Redemptions and repurchases of
shares are taxable events on which shareholders may realize a gain or a loss.
Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem accounts with balances of less than $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make
additional purchases. However, no such redemption would be required if the
cause of the low account balance was a reduction in the net asset value of
shares.
EXCHANGE PRIVILEGE. Shares of the Fund currently may be exchanged for shares
of Eaton Vance Cash Management Fund on the basis of the next determined net
asset value per share of each fund after receiving an exchange request in good
order. The prospectus for Eaton Vance Cash Management Fund describes its
investment objective and policies, and shareholders should obtain a prospectus
and consider the objective and policies carefully before requesting an
exchange. Shares acquired by telephone exchange are subject to the telephone
redemption provisions above and must retain the same registration. An exchange
may result in a taxable gain or loss.
Each exchange must involve shares with an aggregate net asset value of at
least $1,000. The exchange privilege may be changed or discontinued without
penalty. Shareholders will be given sixty (60) days' notice prior to any
termination or material amendment of the exchange privilege. The Fund does not
permit the exchange privilege to be used for "Market Timing" and may terminate
the exchange privilege for any shareholder account engaged in Market Timing
activity. Any shareholder account for which more than two round-trip exchanges
are made within any twelve month period will be deemed to be engaged in Market
Timing. Furthermore, a group of unrelated accounts for which exchanges are
entered contemporaneously by a financial intermediary will be considered to be
engaged in Market Timing.
ADDITIONAL TRANSACTION INFORMATION
The following information is applicable to all shareholders, but is likely to
be of greater interest to individuals and noncorporate investors:
AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE TRANSFER AGENT
WILL SET UP A LIFETIME INVESTING ACCOUNT FOR THE INVESTOR ON THE FUND'S
RECORDS. This account is a complete record of all transactions between the
investor and the Fund which at all times shows the balance of shares owned. At
least quarterly shareholders will receive a statement showing complete details
of any transaction and the current share balance in the account. The Fund will
not issue share certificates except upon request.
Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (please provide the name of
the shareholder, the Fund and the account number).
THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the
Fund's dividend disbursing agent, First Data Investor Services Group, P.O. Box
5123, Westborough, MA 01581-5123. The currently effective option will appear
on each account statement.
SHARE OPTION - Dividends and capital gains will be reinvested in additional
shares.
INCOME OPTION - Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.
CASH OPTION - Dividends and capital gains will be paid in cash.
The SHARE OPTION will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under federal income tax laws.
If shareholder communications are returned by the United States Postal Service
or other delivery service, 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.
INVEST-BY-MAIL - FOR PERIODIC SHARE ACCUMULATION. Once the $5,000 minimum
investment has been made, checks of $500 or more payable to the order of Eaton
Vance Short-Term Treasury Fund may be mailed directly to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
at any time - whether or not distributions are reinvested. The name of the
shareholder, the Fund and the account number should accompany each investment.
TAX-SHELTERED RETIREMENT PLANS. Shares of the Fund are available for purchase
in connection with certain tax-sheltered retirement plans. Detailed
information concerning these plans, including certain exceptions to minimum
investment requirements, and copies of the plans are available from the
Principal Underwriter. This information should be read carefully and
consultation with an attorney or tax adviser may be advisable. The information
sets forth the service fee charged for retirement plans and describes the
federal income tax consequences of establishing a plan. Participant accounting
services (including trust fund reconciliation services) will be offered only
through third party recordkeepers and not by the Principal Underwriter. Under
all plans, distributions will be automatically reinvested in additional
shares.
In connection with employee benefit or other continuous group purchase plans,
the Fund may accept initial investments of less than $5,000 on the part of an
individual participant. In the event a shareholder who is a participant of
such plan terminates participation in the plan, his or her shares will be
transferred to a regular individual account. However, such account will be
subject to the right of redemption by the Fund as described above under "How
to Redeem Shares."
CHECKWRITING. Shareholders with uncertified shares may redeem shares by
check. Boston Safe Deposit and Trust Company ("Boston Safe") will provide such
shareholders with special forms of checks drawn on Boston Safe. These checks
may be made payable by the shareholder to the order of any person in the
amount of $500 or more. A shareholder will continue to be entitled to
distributions paid on shares until the check is presented to Boston Safe for
payment. If the amount of the check is greater than the value of the shares
held in the shareholder's account, for which the Fund has collected payment,
the check will be returned and the shareholder may be subject to extra
charges. The shareholder will be required to execute signature cards and will
be subject to Boston Safe's rules and regulations governing such checking
accounts. There is no charge to shareholders for this service. This service
may be terminated or suspended at any time by the Fund or Boston Safe.
"STREET NAME" ACCOUNTS. If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping, transaction processing and
payments of distributions relating to the beneficial owner's account will be
performed by the Authorized Firm, and not by the Fund and its Transfer Agent.
Since the Fund will have no record of the beneficial owner's transactions, a
beneficial owner should contact the Authorized Firm to purchase, redeem or
exchange shares, to make changes in or give instructions concerning the
account, or to obtain information about the account. The transfer of shares in
a "street name" account to an account with another Authorized Firm or to an
account directly with the Fund involves special procedures and will require
the beneficial owner to obtain historical purchase information about the
shares in the account from the Authorized Firm. Before establishing a "street
name" account with an Authorized Firm, or transferring the account to another
Authorized Firm, an investor wishing to reinvest distributions should
determine whether the Authorized Firm which will hold the shares allows
reinvestment of distributions in "street name" accounts.
REPORTS TO SHAREHOLDERS
THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual
reports are audited by the independent accountants. Shortly after the end of
each calendar year, shareholders will be furnished with information necessary
for preparing federal and state tax returns. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information
to shareholders residing at the same address may be eliminated.
DISTRIBUTIONS AND TAXES
The Fund distributes its net investment income and capital gains to
shareholders as dividends annually to the extent required for the Fund to
qualify as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code") and generally to avoid federal income or excise
tax to the Fund. Under current law, the Fund intends on its tax return to
treat as a distribution of investment company taxable income and net capital
gain the portion of redemption proceeds paid to redeeming shareholders that
represents the redeeming shareholders' portion of the Fund's undistributed
investment company taxable income and net capital gain. This practice, which
involves the use of equalization accounting, will have the effect of reducing
the amount of income and gains that the Fund is required to distribute as
dividends to shareholders in order for the Fund to avoid federal income tax
and excise tax. This practice may also reduce the amount of distributions
required to be made to nonredeeming shareholders and defer the recognition of
taxable income by such shareholders. However, since the amount of any
undistributed income will be reflected in the value of the Fund's shares, the
total return on a shareholder's investment will not be reduced as a result of
the Fund's distribution policy. 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.
Distributions of taxable net investment income and net short-term gain, if
any, are taxable to shareholders as ordinary income, whether paid in cash or
additional shares of the Fund. Distributions from net long-term capital gain,
if any, are taxable to shareholders as such, whether paid in cash or
reinvested in additional shares of the Fund and regardless of the length of
time Fund shares have been owned by the shareholder. Distributions made by the
Fund will not qualify for the dividends-received deduction for corporations.
Certain distributions declared by the Fund in October, November or December
and paid the following January will be taxable to shareholders as if received
on December 31 of the year in which they are declared. Shareholders should
consult their own tax advisors with respect to special tax rules, such as
Section 1258 of the Code, that may apply in their particular situations.
STATE, LOCAL AND FOREIGN TAXES
Distributions of the Fund which are derived from interest on obligations of
the U.S. Government will be exempt from personal and/or corporate income taxes
in most states. Repurchase agreement income, however, is not exempt. The Fund
will inform shareholders of the proportion of its distributions which are
derived from interest on such obligations. Shareholders should consult their
tax advisers concerning the applicability of state, local, or other taxes to
an investment in the Fund.
PERFORMANCE INFORMATION
FROM TIME TO TIME, YIELD AND/OR AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED.
Current yield is calculated by dividing the net investment income per share
earned during a recent 30-day period by the maximum offering price per share
(net asset value) of the Fund on the last day of the period and annualizing
the resulting figure. Yield should not be considered the equivalent of
dividends. The Fund's average annual total return is determined by computing
the average annual percentage change in value of $1,000 invested at the
maximum public offering price (net asset value) for specified periods ending
with the most recent calendar quarter, assuming reinvestment of all
distributions. The average annual total return calculation assumes a complete
redemption of the investment. The Fund may also publish annual and cumulative
total return figures from time to time.
Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of yield or total return for any prior period
should not be considered a representation of what an investment may earn or
what the yield or total return may be in any future period. If the expenses of
the Fund are paid by Eaton Vance, the Fund's performance will be higher.
<PAGE>
[GRAPHIC OMITTED] Investing
EATON VANCE for the
- --------------- 21st
Mutual Funds Century
- -------------------------------------------------------------------------------
Eaton Vance
Short-Term Treasury Fund
Prospectus
April 22, 1998
- -------------------------------------------------------------------------------
INVESTMENT ADVISER
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116
TRANSFER AGENT
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers &Lybrand L.L.P., One Post Office Square, Boston, MA 02109
TYP
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
April 22, 1998
EATON VANCE SHORT-TERM TREASURY FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
- ------------------------------------------------------------------------------
TABLE OF CONTENTS Page
Investment Restrictions .............................................. 2
Trustees and Officers ................................................ 3
Control Persons and Principal Holders of Securities .................. 5
Investment Adviser ................................................... 5
Custodian ............................................................ 7
Determination of Net Asset Value ..................................... 7
Investment Performance ............................................... 7
Taxes ................................................................ 8
Principal Underwriter ................................................ 9
Distribution Plan .................................................... 9
Portfolio Security Transactions ...................................... 10
Other Information .................................................... 11
Independent Accountants .............................................. 12
Financial Statements ................................................. 12
- ------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE PROSPECTUS OF EATON VANCE SHORT-TERM TREASURY FUND (THE
"FUND") 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 Statement of Additional Information ("SAI") provides information about
the Fund. Capitalized terms used in this SAI and not otherwise defined herein
have the meanings given them in the Prospectus.
INVESTMENT RESTRICTIONS
The following investment restrictions are designated as fundamental
policies and as such cannot be changed without the approval of the holders of
a majority of the Fund's outstanding voting securities, which as used in this
Statement of Additional Information means the lesser of (a) 67% of the shares
of the Fund present or represented by proxy at a meeting if the holders of
more than 50% of the shares are present or represented at the meeting or (b)
more than 50% of the shares of the Fund.
As a matter of fundamental investment policy, the Fund may not:
(1) With respect to 75% of its total assets, invest more than 5% of its
total assets in the securities of a single issuer, or purchase more than 10%
of the outstanding voting securities of a single issuer, except obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalitites and except securities of other investment companies;
(2) Borrow money or issue senior securities except as permitted by the
Investment Company Act of 1940;
(3) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in selling
a portfolio security under circumstances which may require the registration of
the same under the Securities Act of 1933;
(4) Purchase or sell real estate, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate;
(5) Purchase or sell physical commodities or futures contracts for the
purchase or sale of physical commodities, provided that the Fund may enter
into all types of futures and forward contracts on currency, securities and
securities, economic and other indices and may purchase and sell options on
such futures contracts;
(6) Make loans to any person, except by (a) the acquisition of debt
securities and making portfolio investments, (b) entering into repurchase
agreements or (c) lending portfolio securities;
(7) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial, maintenance or
variation margin in connection with all types of options and futures contract
transactions is not considered the purchase of a security on margin; or
(8) Invest 25% or more of its total assets in any single industry
(provided there is no limitation with respect to obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities).
Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.
The Fund has adopted the following nonfundamental investment policies
which may be changed by the Trustees of the Trust without approval by the
Fund's shareholders. As a matter of nonfundamental policy, the Fund may not:
(a) invest more than 15% of its net assets in investments which are not
readily marketable, including restricted securities and repurchase agreements
with a maturity longer than seven days. Restricted securities for the purposes
of this limitation do not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 and commercial paper issued
pursuant to Section 4(2) of said Act that the Board of Trustees of the Trust,
or their delegate, determines to be liquid; (b) purchase put or call options
on securities if after such purchase more than 5% of its net assets, as
measured by the aggregate of the premiums paid for such options, would be
invested in such options; (c) make short sales of securities or maintain a
short position, unless at all times when a short position is open the Fund
owns an equal amount of such securities or securities convertible into or
exchangeable, without payment of any further consideration, for securities of
the same issue as, and equal in amount to, the securities sold short, and
unless not more than 25% of the Fund's net assets (taken at current value) is
held as collateral for such sales at any time; or (d) purchase or retain in
its portfolio any securities issued by an issuer any of whose officers,
directors, trustees or security holder is an officer or Trustee of the Trust
or is a member, officer, director or trustee of any investment adviser of the
Fund, if after the purchase of the securities of such issuer by the Fund one
or more of such persons owns benefically more than 1/2 of 1% of the shares of
securities or both (all taken at market value) of such issuer and such persons
owning more than 1/2 of 1% of such shares or securities together own
benefically more than 5% of such shares or securities or both (all taken at
market value).
The Fund has no current intention during the coming year of lending
portfolio securities, entering into futures or options contracts, investing in
other investment companies or engaging in short sales.
Whenever an investment policy or investment restriction set forth in the
Prospectus or this Statement of Additional Information states a maximum
percentage of assets that may be invested in any security or other asset, such
percentage limitation shall be determined immediately after and as a result of
the Fund's acquisition of such security or asset. Accordingly, any later
increase or decrease resulting from a change in values, assets or other
circumstances, will not compel the Fund to dispose of such security or other
asset. Notwithstanding the foregoing, the Fund must always be in compliance
with the borrowing policy set forth above and may not hold more than 15% of
net assets in illiquid securities.
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 Fund's Investment
Adviser, Eaton Vance; of Eaton Vance's wholly-owned subsidiary, Boston
Management and Research ("BMR"); of Eaton Vance's parent, Eaton Vance Corp.
("EVC"); and of Eaton Vance's and BMR's trustee, Eaton Vance, Inc. ("EV").
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. Those Trustees
who are "interested persons" of the Trust, as defined in the 1940 Act, by
virtue of their affiliation with any one or more of Eaton Vance, BMR, EVC or
EV, are indicated by an asterisk(*).
M. DOZIER GARDNER (64), President and Trustee*
Vice Chairman of Eaton Vance, BMR, EVC and EV and a Director of EVC and EV.
Director or Trustee and officer of various investment companies managed by
Eaton Vance or BMR.
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. Mr. Hawkes was elected
Vice President and Trustee of the Trust on December 16, 1991.
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
Formerly Director of Fiduciary Company Incorporated. Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
JACK L. TREYNOR (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
WILLIAM H. AHERN, JR. (38), Vice President
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Ahern was elected
Vice President of the Trust on June 19, 1995.
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.
MICHAEL B. TERRY (55), Vice President
Vice President of Eaton Vance, BMR 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 Eaton Vance, BMR 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 Eaton Vance, BMR 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 investors therein.
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 regarding the selection of the independent
accountants, and reviewing matters relative to trading and brokerage policies
and practices, accounting and auditing practices and procedures, accounting
records, internal accounting controls, and the functions performed by the
custodian, transfer agent and dividend disbursing agent of the Trust.
Trustees of the Trust who are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Trust in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Fund's assets, liabilities, and net
income per share, and will not obligate the Trust to retain the services of
any Trustee or obligate the Trust to pay any particular level of compensation
to the Trustee. The Trust does not have a retirement plan for its Trustees.
The fees and expenses of the noninterested Trustees of the Trust are paid
by the Fund (and the other series of the Trust). (The Trustees of the Trust
who are members of the Eaton Vance organization receive no compensation from
the Trust.) During the fiscal year ended December 31, 1997, the noninterested
Trustees of the Trust earned the following compensation in their capacities as
Trustees from the Trust and the funds in the Eaton Vance fund complex(1):
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST AND
NAME FROM TRUST(2) FUND COMPLEX
- ---- ------------- ------------
Donald R. Dwight .......................... $6,323(3) $145,000(6)
Samuel L. Hayes, III ...................... 6,487(4) 155,000(7)
Norton H. Reamer .......................... 6,166 145,000
John L. Thorndike ......................... 6,348(5) 145,000(8)
Jack L. Treynor ........................... 6,725 150,000
- ----------
(1) As of April 16, 1998, the Eaton Vance fund complex consists of 141
registered investment companies or series thereof.
(2) The Trust consisted of 13 Funds as of January 1, 1998.
(3) Includes $566 of deferred compensation.
(4) Includes $521 of deferred compensation.
(5) Includes $1,426 of deferred compensation.
(6) Includes $45,000 of deferred compensation.
(7) Includes $38,750 of deferred compensation.
(8) Includes $107,925 of deferred compensation.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 1998, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As
of March 31, 1998, the following shareholders owned of record the percentage
of the Fund's outstanding shares indicated after their name; The Quaker Oats
Company, Chicago, IL (32.7%); Premark International Inc., Deerfield, IL
(28.5%); Colonial Securities Corporation, Wilmington, DE (28.3%); and
Pinkerton's Inc., Encino, CA (6.9%). To the Trust's knowledge, no other person
owned of record or beneficially 5% or more of the Fund's outstanding shares as
of such date.
INVESTMENT ADVISER
The Fund engages Eaton Vance as its investment adviser pursuant to an
Investment Advisory Agreement dated February 4, 1991. Eaton Vance or its
affiliates act 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 covers stocks
ranging from blue chip to emerging growth companies.
Eaton Vance and its affiliates act as adviser to over 150 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.
Eaton Vance manages the investments and affairs of the Fund subject to the
supervision of the Trust's Board of Trustees. Eaton Vance furnishes to the
Fund investment advice and assistance, administrative services, office space,
equipment and personnel, and has arranged for certain members of the Eaton
Vance organization to serve without salary as officers or Trustees of the
Trust.
For the fiscal years ended December 31, 1997, 1996 and 1995, Eaton Vance
would have earned, absent a fee reduction, advisory fees of $780,465, $184,614
and $139,640, respectively. To enhance the net income of the Fund, Eaton Vance
made a reduction of its advisory fee in the amount of $214,339, $85,061 and
$122,471 for the years ended December 31, 1997, 1996 and 1995, respectively.
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 cast in
person at meeting specifically called for the purpose of voting on such
approval and (ii) by the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund. The Agreement may
be terminated at any time without penalty on sixty (60) days' written notice
by the Board of Trustees of either party, or by vote of the majority of the
outstanding voting securities of the Fund, and the Agreement will terminate
automatically in the event of its assignment. The Agreement provides that
Eaton Vance may render services to others and may permit other fund clients
and other corporations and organizations to use the words "Eaton Vance" in
their names. The Agreement also provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties under the Agreement on the part of Eaton Vance, Eaton Vance shall
not be liable to the Fund or to any shareholder for any act or omission in the
course of or connected with rendering services or for any losses sustained in
the purchase, holding or sale of any security.
The Fund will be responsible for all costs and expenses not expressly
stated to be payable by Eaton Vance under the Investment Advisory Agreement or
by the Principal Underwriter under its Distribution Agreement with the Fund.
Such costs and expenses to be borne by the Fund include, without limitation,
the fees and expenses of the Fund's custodian and transfer agent, including
those incurred for determining the Fund's net asset value and keeping the
Fund's books; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; brokerage
commissions and fees; fees and expenses of registering its shares; expenses of
reports to shareholders, proxy statements, and other expenses of shareholders'
meetings; insurance premiums; printing and mailing expenses; interest, taxes
and corporate fees; legal and accounting expenses; compensation and expenses
of Trustees not affiliated with Eaton Vance; and investment advisory fees. The
Fund will also bear expenses incurred in connection with litigation in which
the Fund is a party and any legal obligation the Fund may have to indemnify
the Trust's officers and Trustees with respect thereto, to the extent not
covered by insurance.
Eaton Vance and EV are both wholly-owned subsidiaries of EVC. BMR is a
wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR.
The Directors of 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 EV are owned by EVC. All of the issued and
outstanding shares of BMR are owned by Eaton Vance. All shares of the
outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the
Voting Trustees of which are Messrs. Gardner, Hawkes and Rowland and Alan R.
Dynner, Thomas E. Faust, Jr. William M. Steul and Wharton P. Whitaker. The
Voting Trustees have unrestricted voting rights for the election of Directors
of EVC. All of the outstanding voting trust receipts issued under said Voting
Trust are owned by certain of the officers of Eaton Vance and BMR who are also
officers or officers and Directors of EVC and EV. As of April 16, 1998,
Messrs. Gardner and Hawkes each owned 24% of such voting trust receipts,
Messrs. Rowland and Faust owned 15% and 13%, respectively, and Messrs. Dynner,
Steul and Whitaker owned 8%. Messrs. Dynner, Gardner and Hawkes who are
officers or Trustees of the Trust, are also 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 of the stock of Fulcrum
Management, Inc. and MinVen, Inc., which are engaged in precious metal mining
venture investment and management. EVC also owns 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 Fund's custodian, IBT. It
is Eaton Vance's opinion that the terms and conditions of such transactions
were not and will not be influenced by existing or potential custodial or
other relationships between the Fund and such banks.
CUSTODIAN
IBT acts as custodian for the Fund. IBT has the custody of all cash and
securities of the Fund, maintains the Fund's general ledger, and computes the
daily per share net asset value. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Fund's investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Fund. 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.
DETERMINATION OF NET ASSET VALUE
The Fund's net asset value is determined by IBT (as agent for the Fund) in
the manner described under "Valuing Fund Shares" in the Fund's current
Prospectus. The Fund will be closed for business and will not price its shares
on the following business holidays: New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
INVESTMENT PERFORMANCE
The Fund's average annual total return is determined by multiplying a
hypothetical initial purchase order of $1,000 by the average annual compound
rate of return (including capital appreciation/depreciation, and distributions
paid and reinvested) for the stated period and annualizing the result. The
calculation assumes that all distributions are reinvested at net asset value
on the reinvestment dates during the period, and a complete redemption of the
investment at the end of the period.
The Fund's yield is computed pursuant to a standardized formula by
dividing its net investment income per share earned during a recent thirty-day
period by the net asset value per share on the last day of the period and
annualizing the resulting figure. Net investment income per share is
calculated from the yields to maturity of all debt obligations in the Fund's
portfolio based on prescribed methods, reduced by accrued Fund expenses for
the period, with the resulting number being divided by the average daily
number of Fund shares outstanding and entitled to receive dividends during the
period. For the thirty-day period ended December 31, 1997, the yield of the
Fund was 4.76%. If a portion of the expenses related to the operation of the
Fund had not been allocated to the Investment Adviser, the Fund would have had
a lower yield.
The table below indicates the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in
the Fund covering the period from the date of the initial public offering,
February 4, 1991, to December 31, 1997, and the one- and five-year periods
ended December 31, 1997.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF TOTAL RETURN
INVESTMENT INVESTMENT AMOUNT OF INVESTMENT -------------------------------
PERIOD DATE INVESTMENT ON 12/31/97 CUMULATIVE ANNUALIZED
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Life of the Fund** 2/4/91* $1,000.00 $1,345.68 34.57% 4.39%
5 Years Ended 12/31/97 12/31/92 $1,000.00 $1,243.55 24.36% 4.46%
1 Year Ended 12/31/97** 12/31/96 $1,000.00 $1,050.02 5.00% 5.00%
Past performance is not indicative of future results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.
- ------------
* Date of the initial public offering (February 4, 1991).
** If a portion of the expenses of the Fund had not been subsidized, the Fund would have had lower returns.
</TABLE>
The Fund's yield and total return may be compared to the Consumer Price
Index and various domestic, international and global securities indices. The
Fund's yield and total return and comparisons with these indices may be used
in advertisements and in information furnished to present or prospective
shareholders.
In addition, evaluations of the Fund's performance 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.
The Trust (or Principal Underwriter) may provide information about Eaton
Vance, its affiliates and other investment advisers to the funds in the Eaton
Vance Family of Funds in sales material or advertisements provided to
investors or prospective investors. Such material or advertisements may also
provide information on the use of investment professionals by such investors.
Information used in advertisements and in materials furnished to present
and prospective shareholders may include statements or illustrations relating
to the appropriateness of types of securities and/or mutual funds which may be
employed to meet specific financial goals. Such information may address:
-- cost associated with aging parents;
-- funding a college education (including its actual and estimated
cost);
-- health care expenses (including actual and projected expenses);
-- long-term disabilities (including the availability of, and coverage
provided by, disability insurance); and
-- retirement (including the availability of social security benefits,
the tax treatment of such benefits and statistics and other
information relating to maintaining a particular standard of living
and outliving existing assets).
TAXES
Each series of the Trust is treated as a separate entity for federal
income tax purposes. The Fund has elected to be treated, has qualified, and
intends to continue to qualify each year as a regulated investment company
("RIC") under the Code. Accordingly, the Fund intends to satisfy certain
requirements relating to sources of its income and diversification of its
assets and to distribute a sufficient amount of its investment company taxable
income so as to effect such qualification. The Fund may also distribute part
or all of its net investment income and net realized capital gains in
accordance with the timing requirements imposed by the Code, so as to reduce
or avoid any federal income or excise tax to the Fund. The Fund qualified as a
RIC under the Code for its taxable year ended December 31, 1997. Provided the
Fund qualifies as a RIC for federal tax purposes, the Fund is not liable for
any income, corporate excise or franchise tax in the Commonwealth of
Massachusetts.
Under the Code, the redemption or exchange of shares of a regulated
investment company normally results in capital gain or loss if such shares are
held as capital assets. Section 1258 of the Code recharacterizes all or a
portion of any capital gain from the disposition or other termination of a
position held as part of a "conversion transaction" as ordinary income.
Conversion transactions include, among other things, certain transactions
which are marketed or sold as producing a capital gain. Investors should
consult their own tax advisers concerning whether Section 1258 may apply to
their transactions in Fund shares.
Any loss realized upon the redemption or exchanges of shares of the Fund
with a tax holding period of 6 months or less will be treated as a long-term
capital loss to the extent of any distribution of net long-term capital gains
with respect to such shares. In addition, a loss realized on a redemption or
other disposition of Fund shares may be disallowed under certain "wash sale"
rules if other shares of the Fund are acquired within a period beginning 30
days before and ending 30 days after the date of such redemption or other
disposition. Any disallowed loss will result in an adjustment to the
shareholder's tax basis in some or all of the other shares acquired.
Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
and certain certifications required by the Internal Revenue Service ("IRS"),
as well as shareholders with respect to whom the Fund has received
notification from the IRS or a broker, may be subject to "backup" withholding
of federal income tax from the Fund's taxable dividends and distributions and
the proceeds of redemptions (including repurchases and exchanges), at a rate
of 31%. An individual's taxpayer identification number is generally his or her
social security number.
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 treaty. Distributions
from the excess of the Fund's net long-term capital gain over its net short-
term capital loss received by such shareholders and any gain from the sale or
other disposition of shares of the Fund generally will not be subject to U.S.
federal income taxation, provided that non-resident alien status has been
certified by the shareholder. Different U.S. tax consequences may result if
the shareholder is engaged in a trade or business in the United States, is
present in the United States for a sufficient period of time during a taxable
year to be treated as a U.S. resident, or fails to provide any required
certifications regarding status as a non-resident alien investor. Foreign
shareholders should consult their tax advisers regarding the U.S. and foreign
tax consequences of an investment in the Fund.
The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as 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 or foreign
tax consequences of investing in the Fund.
PRINCIPAL UNDERWRITER
Under the Distribution Agreement the Principal Underwriter acts as
principal in selling shares of the Fund. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising is borne by the Principal Underwriter.
The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under federal and
state securities laws are borne by the Fund. In addition, the Fund makes
payments to the Principal Underwriter pursuant to its Distribution Plan as
described in the Fund's current Prospectus. The Distribution Agreement is
renewable annually by the Trust's Board of Trustees (including a majority of
the noninterested Trustees who have no direct or indirect financial interest
in the operation of the Fund's Distribution Plan or the Distribution
Agreement), may be terminated on sixty days' notice either by such Trustees or
by vote of a majority of the outstanding voting securities of the Fund or on
six months' notice by the Principal Underwriter, and is automatically
terminated upon assignment. The Principal Underwriter distributes Fund shares
on a "best efforts" basis under which it is required to take and pay for only
such shares as may be sold.
The Principal Underwriter believes that an investment professional can
provide valuable services to you to help you reach your investment goals.
Meeting investment goals requires time, objectivity and investment savvy.
Before making an investment recommendation, a representative can help you
carefully consider your short- and long-term financial goals, your tolerance
for investment risk, your investment time frame, and other investments you may
already own. Your professional investment representatives are knowledgeable
about financial markets, as well as the wide range of investment opportunities
available. A representative can provide you with tailored financial advice and
help you decide when to buy, sell or persevere with your investments.
DISTRIBUTION PLAN
The Distribution Plan continues in effect from year to year, for so long
as such continuance is approved annually by the vote of both a majority of (i)
the noninterested Trustees of the Trust who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to
it (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in office,
cast in person at a meeting (or meetings) called for the purpose of voting on
this Plan. The Plan may be terminated at any time by vote of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of
the Fund. The Plan requires quarterly Trustee review of a written report of
the amount expended under the Plan and the purposes for which such
expenditures were made. The Plan may not be amended to increase materially
the amount to be spent for the services described therein without approval of
the shareholders of the Fund and the Trustees. So long as the Plan is in
effect, the selection and nomination of the noninterested Trustees shall be
committed to the discretion of such Trustees. The Trustees have determined
that in their judgment there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders. The Plan was approved by the Trustees,
including the Rule 12b-1 Trustees on June 24, 1996.
During the fiscal year ended December 31, 1997, the Fund paid $546,833 in
distribution fees to the Principal Underwriter and the Principal Underwriter
in turn paid $362,793 of this amount to Authorized Firms or others as
described in the Prospectus and used the balance of $184,040 to compensate
employees of the Principal Underwriter and its affiliates and to defray part
of its expenses associated with distributing shares of the Fund.
PORTFOLIO SECURITY TRANSACTIONS
Decisions concerning the execution of Fund portfolio security
transactions, including the selection of the market and the executing firm,
are made by Eaton Vance. Eaton Vance is also responsible for the execution of
transactions for all other accounts managed by it.
Eaton Vance places the portfolio security transactions of the Fund and of
all other accounts managed by it for execution with many firms. Eaton Vance
uses its best efforts to obtain execution of portfolio security transactions
at prices which are advantageous to the Fund and (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, Eaton Vance will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors including
without limitation the size and type of the transaction, the general execution
and operational capabilities of the executing firm, the nature and character
of the market for the security, the confidentiality, speed and certainty of
effective execution required for the transaction, the reputation, reliability,
experience and financial condition of the firm, the value and quality of
services rendered by the firm in other transactions, and the reasonableness of
the commission or spread, if any. The U.S. Treasury bills, notes and bonds
purchased and sold by the Fund are generally traded in the over-the-counter
market on a net basis (i.e., without commission) through dealers and banks
acting for their own account rather than as brokers, and the Fund may also
acquire such obligations in the periodic auctions of the U.S. Treasury. Firms
acting for their own account attempt to profit from such transactions by
buying at the bid price and selling at a higher asked price for such
obligations, and the difference between such prices is customarily referred to
as the spread. While it is anticipated that the Fund will not pay significant
brokerage commissions in connection with such portfolio security transactions,
on occasion it may be necessary or appropriate to purchase or sell a security
through a broker on an agency basis, in which case the Fund will incur a
brokerage commission. Although spreads or commissions on portfolio security
transactions will, in the judgment of Eaton Vance, be reasonable in relation
to the value of the services provided, spreads or commissions exceeding those
which another firm might charge may be paid to firms who were selected to
execute transactions on behalf of the Fund and Eaton Vance's other clients for
providing brokerage and research services to Eaton Vance.
As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio transaction on behalf of the Fund
may receive a commission which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Eaton Vance determines in good faith that such compensation was reasonable in
relation to the value of the brokerage and research services provided. This
determination may be made on the basis of either that particular transaction
or on the basis of overall responsibilities which Eaton Vance and its
affiliates have for accounts over which they exercise investment discretion.
In making any such determination, Eaton Vance will not attempt to place a
specific dollar value on the brokerage and research services provided or to
determine what portion of the commission should be related to such services.
Brokerage and research services may include advice as to the value of
securities, the advisability of investing in, purchasing, or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts; effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement); and the
"Research Services" referred to in the next paragraph.
It is a common practice in the investment advisory industry for the
advisers of investment companies, institutions and other investors to receive
research, statistical and quotation services, data, information and other
services, products and materials which assist such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealers
which execute portfolio transactions for the clients of such advisers and from
third parties with which such broker-dealers have arrangements. Consistent
with this practice, Eaton Vance receives Research Services from many broker-
dealer firms with which Eaton Vance places the Fund's portfolio transactions
and from third parties with which these broker-dealers have arrangements.
These Research Services include such matters as general economic and market
reviews, industry and company reviews, evaluations of securities and portfolio
strategies and transactions, recommendations as to the purchase and sale of
securities and other portfolio transactions, financial, industry and trade
publications, news and information services, pricing and quotation equipment
and services, and research oriented computer hardware, software, data bases
and services. Any particular Research Service obtained through a broker-dealer
may be used by 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 Fund portfolio security transactions at advantageous prices
and at reasonably competitive commission rates or spreads, Eaton Vance is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom Fund portfolio orders may be placed the fact that such firm has sold
or is selling shares of the Fund or of other investment companies sponsored by
Eaton Vance. This policy is not inconsistent with a rule of the National
Association of Securities Dealers, Inc. (the "NASD"), which rule provides that
no firm which is a member of the NASD shall favor or disfavor the distribution
of shares of any particular investment company or group of investment
companies on the basis of brokerage commissions received or expected by such
firm from any source.
Securities considered as investments for the Fund may also be appropriate
for other investment accounts managed by Eaton Vance or its affiliates.
Whenever decisions are made to buy or sell securities by the Fund and one or
more of such other accounts simultaneously, Eaton Vance will allocate the
security transactions (including "hot" issues) in a manner which it believes
to be equitable under the circumstances. As a result of such allocations,
there may be instances where the Fund will not participate in a transaction
that is allocated among other accounts. If an aggregated order cannot be
filled completely, allocations will generally be made on a pro rata basis. An
order may not be allocated on a pro rata basis where, for example: (i)
consideration is given to portfolio managers who have been instrumental in
developing or negotiating a particular investment; (ii) consideration is given
to an account with specialized investment policies that coincide with the
particulars of a specific investment; (iii) pro rata allocation would result
in odd-lot or de minimis amounts being allocated to a portfolio or other
client; or (iv) where Eaton Vance reasonably determines that departure from a
pro rata allocation is advisable. While these aggregation and allocation
policies could have a detrimental effect on the price or amount of the
securities available to the Fund from time to time, it is the opinion of the
Trustees of the Trust and the Fund that the benefits from the Eaton Vance
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions.
During the fiscal year ended December 31, 1997, the Fund's purchases and
sales of portfolio securities were with major dealers in U.S. Treasury
obligations. The prices for which securities are purchased from and sold to
such dealers usually include an undisclosed dealer spread. For the fiscal
years ended December 31, 1997, 1996 and 1995, the Fund paid no brokerage
commissions on portfolio security transactions.
PORTFOLIO TURNOVER
The Fund cannot accurately predict its portfolio turnover rate, but it is
anticipated that the annual turnover rate will generally not exceed 25%
(excluding maturity of securities). The Fund engages in portfolio trading
(including short-term trading) if it believes that a transaction including all
costs will help in achieving its investment objective either directly by
increasing income or indirectly by enhancing the Fund's net asset value.
OTHER INFORMATION
The Trust changed its name from Eaton Vance Government Obligations Trust
on July 10, 1995. Eaton Vance, pursuant to its agreement with the Trust,
controls the use of the Fund's name and may use the words "Eaton Vance" in
other connections and for other purposes. EVC may require the Fund to cease
using such words in its name if EVC or Eaton Vance or any other subsidiary or
affiliate of EVC ceases to act as investment manager of the Fund.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time
as less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will
call a shareholders' meeting for the election of Trustees. Except for the
foregoing circumstances and unless removed by action of the shareholders in
accordance with the Trust's By-Laws, the Trustees shall continue to hold
office and may appoint successor Trustees.
The 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 material 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 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 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 ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
are the Fund's independent accountants, providing audit services, tax return
preparation, and assistance and consultation with respect to the preparation
of filings with the Commission.
FINANCIAL STATEMENTS
The audited financial statements of, and the report of independent
accountants for, the Fund appear in the Fund's most recent annual report to
shareholders which is incorporated by reference into this SAI. A copy of the
Fund's annual report accompanies this SAI.
Registrant incorporates by reference the audited financial information for
Eaton Vance Short-Term Treasury Fund for the fiscal year ended December 31,
1997, as previously filed electronically with the Commission (Accession No.
0000950109-98-001700).
<PAGE>
[GRAPHIC OMITTED] Investing
EATON VANCE for the
- --------------- 21st
Mutual Funds Century
- -------------------------------------------------------------------------------
Eaton Vance Short-Term Treasury Fund
Statement of Additional Information
April 22, 1998
- -------------------------------------------------------------------------------
INVESTMENT ADVISER
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc., 24 Federal Street, Boston, MA 02110
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116
TRANSFER AGENT
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers &Lybrand L.L.P., One Post Office Square, Boston, MA 02109
TYSAI
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
INCLUDED IN PART A FOR EATON VANCE SHORT-TERM TREASURY FUND ARE
"FINANCIAL HIGHLIGHTS" FOR THE PERIOD FROM THE START OF BUSINESS
FEBRUARY 4, 1991 TO THE FISCAL YEAR ENDED DECEMBER 31, 1997.
INCORPORATED BY REFERENCE INTO PART B ARE THE FOLLOWING FINANCIAL
STATEMENTS CONTAINED IN THE ANNUAL REPORT FOR THE FUND, DATED DECEMBER
31, 1997 (WHICH WERE PREVIOUSLY FILED ELECTRONICALLY PURSUANT TO
SECTION 30(b) (2) OF THE INVESTMENT COMPANY ACT OF 1940) (ACCESSION
NO. 0000950109-98-001700):
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
(b) EXHIBITS:
(1)(a) Amended and Restated Declaration of Trust dated August 17,
1993 filed as Exhibit (1)(a) to Post-Effective Amendment No.
23 and incorporated herein by reference.
(b) Amendment to Declaration of Trust dated July 10, 1995 filed
as Exhibit (1)(b) to Post- Effective Amendment No. 23 and
incorporated herein by reference.
(c) Amendment to Declaration of Trust dated June 23, 1997 filed
as Exhibit (1)(c) to Post- Effective Amendment No. 38 and
incorporated herein by reference.
(d) Amendment and Restatement of Establishment and Designation of
Series of Shares dated January 6, 1998 filed as Exhibit
(1)(d) to Post-Effective Amendment No. 41 and incorporated
herein by reference.
(2)(a) By-Laws (As Amended November 3, 1986) filed as Exhibit (2)(a)
to Post-Effective Amendment No. 23 and incorporated herein by
reference.
(b) Amendment to By-Laws dated December 13, 1993 filed as Exhibit
(2)(b) to Post-Effective Amendment No. 23 and incorporated
herein by reference.
(3) Not applicable
(4) Not applicable
(5)(a) Investment Advisory Agreement with Eaton Vance Management for
Eaton Vance Short-Term Treasury Fund dated February 4, 1991
filed as Exhibit (5)(a) to Post-Effective Amendment No. 23
and incorporated herein by reference.
(b) Investment Advisory Agreement with Eaton Vance Management for
Eaton Vance Tax Free Reserves dated August 15, 1995 filed as
Exhibit (5)(b) to Post-Effective Amendment No. 25 and
incorporated herein by reference.
(c) Investment Advisory Agreement with Eaton Vance Management for
Eaton Vance Tax-Managed Emerging Growth Fund dated September
16, 1997 filed as Exhibit No. (5)(c) to Post- Effective
Amendment No. 37 and incorporated herein by reference.
(d) Investment Advisory Agreement with Eaton Vance Management for
Eaton Vance Municipal Bond Fund dated October 17, 1997 filed
as Exhibit No. (5)(d) to Post-Effective Amendment No. 37 and
incorporated herein by reference.
(e) Investment Advisory Agreement with Eaton Vance Management for
Eaton Vance Tax-Managed International Growth Fund dated March
4, 1998 filed as Exhibit (5)(e) to Post-Effective Amendment
No. 42 and incorporated herein by reference.
(6)(a)(1) Distribution Agreement between Eaton Vance Mutual Funds
Trust, on behalf of Eaton Vance Cash Management Fund, and
Eaton Vance Distributors, Inc. effective November 1, 1996
filed as Exhibit No. (6)(a)(4) to Post-Effective Amendment
No. 34 and incorporated herein by reference.
(2) Distribution Agreement between Eaton Vance Mutual Funds
Trust, on behalf of Eaton Vance Liquid Assets Fund, and Eaton
Vance Distributors, Inc. effective November 1, 1996 filed as
Exhibit No. (6)(a)(5) to Post-Effective Amendment No. 34 and
incorporated herein by reference.
(3) Distribution Agreement between Eaton Vance Mutual Funds
Trust, on behalf of Eaton Vance Money Market Fund, and Eaton
Vance Distributors, Inc. effective November 1, 1996 filed as
Exhibit No. (6)(a)(6) to Post-Effective Amendment No. 34 and
incorporated herein by reference.
(4) Distribution Agreement between Eaton Vance Mutual Funds
Trust, on behalf of Eaton Vance Tax Free Reserves, and Eaton
Vance Distributors, Inc. effective November 1, 1996 filed as
Exhibit No. (6)(a)(7) to Post-Effective Amendment No. 34 and
incorporated herein by reference.
(5) Distribution Agreement between Eaton Vance Mutual Funds Trust
and Eaton Vance Distributors, Inc. dated June 23, 1997 with
attached Schedules filed as Exhibit (6)(a)(8) to
Post-Effective Amendment No. 38 and incorporated herein by
reference.
(i) Amendment to Distribution Agreement dated October
17, 1997 filed as Exhibit (6)(a)(9) to
Post-Effective Amendment No. 38 and incorporated
herein by reference.
(ii) Schedule A-2 to Distribution Agreement dated March
4, 1998, filed as Exhibit (6)(a)(5)(ii) to
Post-Effective Amendment No. 42 and incorporated
herein by reference.
(6)(b) Selling Group Agreement between Eaton Vance Distributors,
Inc. and Authorized Dealers filed as Exhibit (6)(b) to the
Registration Statement of Eaton Vance Growth Trust Post-
Effective Amendment No. 61 and incorporated herein by
reference.
(7) The Securities and Exchange Commission has granted the
Registrant an exemptive order that permits the Registrant to
enter into deferred compensation arrangements with its
independent Trustees. See in the Matter of Capital Exchange
Fund, Inc., Release No. IC-20671 (November 1, 1994).
(8)(a) Custodian Agreement with Investors Bank & Trust Company dated
October 15, 1992 filed as Exhibit (8) to Post-Effective
Amendment No. 23 and incorporated herein by reference.
(b) Amendment to Custodian Agreement with Investors Bank & Trust
Company dated October 23, 1995 filed as Exhibit (8)(b) to
Post-Effective Amendment No. 27 and incorporated herein by
reference.
(9)(a) Amended Administrative Services Agreement between Eaton Vance
Mutual Funds Trust (on behalf of each of its series) and
Eaton Vance Management dated July 31, 1995, with attached
schedules (including Amended Schedule A dated May 7, 1996)
filed as Exhibit (9)(a) to Post-Effective Amendment No. 24
and incorporated herein by reference.
(1) Amendment to Schedule A dated June 23, 1997 to the Amended
Administrative Services Agreement filed as Exhibit (9)(a)(1)
to Post-Effective Amendment No. 38 and incorporated herein by
reference.
(2) Schedule A-1 to the Amended Administrative Services Agreement
dated March 4, 1998, filed as Exhibit (9)(a)(2) to
Post-Effective Amendment No. 42 and incorporated herein by
reference.
(b) Transfer Agency Agreement dated January 1, 1998 filed as
Exhibit (k)(b) to the Registration Statement on Form N-2 of
Eaton Vance Advisers Senior Floating-Rate Fund (File Nos.
333-46853, 811-08671) (Accession No. 0000950156-98-000172)
and incorporated herein by reference.
(10) Opinion of Internal Counsel filed as Exhibit (10) to
Post-Effective Amendment No. 41 and incorporated herein by
reference.
(11) Consent of Independent Accountants for Eaton Vance Short-Term
Treasury Fund filed herewith.
(12) Not applicable
(13) Not applicable
(14)(a) Vance, Sanders Profit Sharing Retirement Plan for
Self-Employed Persons with Adoption Agreement and
instructions filed as Exhibit No. 14(1) to Post-Effective
Amendment #22 on Form N-1 under the Securities Act of 1933
(File No. 2-28471) and incorporated herein by reference.
(b) Eaton & Howard, Vance Sanders Defined Contribution Prototype
Plan and Trust with Adoption Agreements (1) Basic
Profit-Sharing Retirement Plan, (2) Basic Money Purchase
Pension Plan, (3) Thrift Plan Qualifying as Profit Sharing
Plan, (4) Thrift Plan Qualifying as Money Purchase Plan, (5)
Integrated Profit Sharing Retirement Plan, (6) Integrated
Money Purchase Pension Plan filed as Exhibit 14(2) to
Post-Effective Amendment No. 22 on Form N-1 under the
Securities Act of 1933 (File No. 2-28471) and incorporated
herein by reference.
(c) Individual Retirement Custodial Account (Form 5305-A) and
Investment Instruction Form filed as Exhibit 14(3) to
Post-Effective Amendment No. 22 on Form N-1 under the
Securities Act of 1933 (File No. 2-28471) and incorporated
herein by reference.
(d) Eaton & Howard, Vance Sanders Variable Pension Prototype Plan
and Trust with Adoption Agreement filed as Exhibit 14(b) to
Post-Effective Amendment No. 22 on Form N-1 under the
Securities Act of 1933 (File No. 2-28471) and incorporated
herein by reference.
(15)(a) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for Eaton Vance Short-Term Treasury Fund
dated February 4, 1991 as Amended and Restated February 25,
1991 filed as Exhibit (15)(b) to Post-Effective Amendment No.
23 and incorporated herein by reference.
(1) Amendment to Distribution Plan for Eaton Vance Mutual Funds
Trust on behalf of Eaton Vance Short-Term Treasury Fund
adopted June 24, 1996 filed as Exhibit No. (15)(b)(1) to
Post-Effective Amendment No. 34 and incorporated herein by
reference.
(b) Distribution Plan for Eaton Vance Liquid Assets Fund pursuant
to Rule 12b-1 under the Investment Company Act of 1940 dated
June 19, 1995 filed as Exhibit (15)(g) to Post- Effective
Amendment No. 25 and incorporated herein by reference.
(1) Amendment to Distribution Plan for Eaton Vance Mutual Funds
Trust on behalf of Eaton Vance Liquid Assets Fund adopted
June 24, 1996 filed as Exhibit No. (15)(g)(1) to Post-
Effective Amendment No. 34 and incorporated herein by
reference.
(c) Distribution Plan for Eaton Vance Money Market Fund pursuant
to Rule 12b-1 under the Investment Company Act of 1940 dated
June 19, 1995 filed as Exhibit (15)(h) to Post- Effective
Amendment No. 25 and incorporated herein by reference.
(1) Amendment to Distribution Plan for Eaton Vance Mutual Funds
Trust on behalf of Eaton Vance Money Market Fund adopted June
24, 1996 filed as Exhibit No. (15)(h)(1) to Post- Effective
Amendment No. 34 and incorporated herein by reference.
(d) Eaton Vance Mutual Funds Trust Class A Service Plan adopted
June 23, 1997 with attached Schedules filed as Exhibit
(15)(i) to Post-Effective Amendment No. 38 and incorporated
herein by reference.
(1) Schedule A-2 to Class A Service Plan dated March 4, 1998,
filed as Exhibit (15)(d)(1) to Post-Effective Amendment No.
42 and incorporated herein by reference.
(e) Eaton Vance Mutual Funds Trust Class B Distribution Plan
adopted June 23, 1997 with attached Schedules filed as
Exhibit (15)(j) to Post-Effective Amendment No. 38 and
incorporated herein by reference.
(1) Schedule A-2 to Class B Distribution Plan dated March 4,
1998, filed as Exhibit (15)(e) (1) to Post-Effective
Amendment No. 42 and incorporated herein by reference.
(f) Eaton Vance Mutual Funds Trust Class C Distribution Plan
adopted June 23, 1997 with attached Schedules filed as
Exhibit (15)(k) to Post-Effective Amendment No. 38 and
incorporated herein by reference.
(1) Schedule A-2 to Class C Distribution Plan dated March 4,
1998, filed as Exhibit (15)(f) (1) to Post-Effective
Amendment No. 42 and incorporated herein by reference.
(16) Schedules for Computation of Performance Quotations filed
herewith.
(17)(a) Power of Attorney for Eaton Vance Mutual Funds Trust dated
June 23, 1997, filed as Exhibit No. (17)(a) to Post-Effective
Amendment No. 35 and incorporated herein by reference.
(b) Power of Attorney for Government Obligations Portfolio dated
April 22, 1997 filed as Exhibit (17)(b) to Post-Effective
Amendment No. 36 and incorporated herein by reference.
(c) Power of Attorney for High Income Portfolio dated February
14, 1997 filed as Exhibit (17)(c) to Post-Effective Amendment
No. 36 and incorporated herein by reference.
(d) Power of Attorney for Strategic Income Portfolio dated April
22, 1997 filed as Exhibit (17)(d) to Post-Effective Amendment
No. 36 and incorporated herein by reference.
(e) Power of Attorney for Cash Management Portfolio dated April
22, 1997 filed as Exhibit (17)(e) to Post-Effective Amendment
No. 36 and incorporated herein by reference.
(f) Power of Attorney for Tax-Managed Growth Portfolio dated
February 20, 1998 filed as Exhibit (17)(f) to Post-Effective
Amendment No. 41 and incorporated herein by reference.
(18)(a) Multiple Class Plan for Eaton Vance Funds dated June 23, 1997
filed as Exhibit (18) to Post-Effective Amendment No. 37 and
incorporated herein by reference.
(1) Schedule A-4 to Multiple Class Plan dated January 6, 1998
filed as Exhibit (18)(a)(1) to Post-Effective Amendment No.
42 and incorporated herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest without par value as of March 31, 1998
Eaton Vance Cash Management Fund 2,385
Eaton Vance Liquid Assets Fund 370
Eaton Vance Money Market Fund 893
Eaton Vance Short-Term Treasury Fund 60
Eaton Vance Tax Free Reserves 173
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
------- ------- ------- -------
<S> <C> <C> <C>
Eaton Vance Government Obligations Fund 8,243 3,273 3,210 --
Eaton Vance High Income Fund -- 16,447 768 --
Eaton Vance Municipal Bond Fund 47 31 -- 1,776
Eaton Vance Strategic Income Fund 16 5,321 433 --
Eaton Vance Tax-Managed Growth Fund 12,583 32,309 10,139 --
Eaton Vance Tax-Managed Emerging Growth Fund 808 1,433 434 --
</TABLE>
ITEM 27. INDEMNIFICATION
Article IV of the Trust's Amended and Restated Declaration of Trust
permits Trustee and officer indemnification by By-law, contract and vote.
Article XI of the By-laws contains indemnification provisions. Registrant's
Trustees and officers are insured under a standard mutual fund errors and
omissions insurance policy covering insured by reason of negligent errors and
omissions committed in their capacities as such.
The distribution agreements of the Trust also provide for reciprocal
indemnity of the Principal Underwriter, on the one hand, and the Trustees and
officers, on the other.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Reference is made to the information set forth under the captions
"Investment Adviser and Administrator" or "Investment Adviser" in the
Statements of Additional Information which information is incorporated herein
by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
Eaton Vance Growth Trust Eaton Vance Mutual Funds Trust
Eaton Vance Income Fund of Boston Eaton Vance Prime Rate Reserves
Eaton Vance Investment Trust Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust EV Classic Senior Floating-Rate Fund
Eaton Vance Municipals Trust II
(b)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS* WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
James B. Hawkes Vice President and Director Vice President and Trustee
William M. Steul Vice President and Director None
Wharton P. Whitaker President and Director None
Albert F. Barbaro Vice President None
Chris Berg Vice President None
Kate Bradshaw Vice President None
David B. Carle Vice President None
Daniel C. Cataldo Vice President None
Raymond Cox Vice President None
Mark P. Doman Vice President None
Alan R. Dynner Vice President Secretary
Richard Finelli Vice President None
Kelly Flynn Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior Vice President None
Hugh S. Gilmartin Vice President None
Perry D. Hooker Vice President None
Brian Jacobs Senior Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Stephen Marks Vice President None
Timothy D. McCarthy Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Thomas Otis Secretary and Clerk None
George D. Owen, II Vice President None
Enrique M. Pineda Vice President None
F. Anthony Robinson Vice President None
Jay S. Rosoff Vice President None
Benjamin A. Rowland, Jr. Vice President, None
Treasurer and Director
Stephen M. Rudman Vice President None
John P. Rynne Vice President Assistant Secretary
Kevin Schrader Vice President None
George V.F. Schwab, Jr. Vice President None
Teresa A. Sheehan Vice President None
David C. Sturgis Vice President None
Cornelius J. Sullivan Senior Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Chris Volf Vice President None
Sue Wilder Vice President None
- ------------
*Address is 24 Federal Street, Boston, MA 02110
(c) Not applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Mail Code ADM27, Boston, MA 02116 and its transfer agent, First
Data Investor Services Group, 4400 Computer Drive, Westborough, MA 01581, with
the exception of certain corporate documents and portfolio trading documents
which are in the possession and custody of Eaton Vance Management, 24 Federal
Street, Boston, MA 02110. Certain corporate documents of the High Income
Portfolio are also maintained by IBT Trust Company (Cayman), Ltd., The Bank of
Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands,
British West Indies, and certain investor accounts and High Income Portfolio's
and the Registrant's accounting records are held by IBT Fund Services (Canada)
Inc., 1 First Canadian Place, Kingstreet West, Suite 2800, P.O. Box 231,
Toronto, Ontario, Canada M5X 1C8. Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of Eaton Vance
Management.
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
The Registrant undertakes to file a Post-Effective Amendment on behalf of
Eaton Vance Tax-Managed International Growth Fund, using financial statements
which need not be certified, within four to six months from the effective date
of Post-Effective Amendment No. 39.
The Registrant undertakes to furnish to each person to whom a prospectus
is delivered a copy of the latest annual report to shareholders, upon request
and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Post-Effective Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, and the Commonwealth of Massachusetts, on the 14th day of
April, 1998.
EATON VANCE MUTUAL FUNDS TRUST
By: /s/ M. DOZIER GARDNER
--------------------------------------
M. DOZIER GARDNER, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal
Executive Officer and
/s/ M. DOZIER GARDNER Trustee April 14, 1998
- -----------------------------
M. DOZIER GARDNER
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer April 14, 1998
- -----------------------------
JAMES L. O'CONNOR
/s/ JAMES B. HAWKES Vice President and Trustee April 14, 1998
- -----------------------------
JAMES B. HAWKES
DONALD R. DWIGHT* Trustee April 14, 1998
- -----------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee April 14, 1998
- -----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee April 14, 1998
- -----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee April 14, 1998
- -----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee April 14, 1998
- -----------------------------
JACK L. TREYNOR
*By: /s/ ALAN R. DYNNER
------------------------
ALAN R. DYNNER
As Attorney-in-fact
<PAGE>
EXHIBIT INDEX
PAGE IN SEQUENTIAL
EXHIBIT NO. DESCRIPTION NUMBERING SYSTEM
- ----------- ----------- ----------------
(11) Consent of Independent Accountants for Eaton Vance
Short-Term Treasury Fund.
(16) Schedules for Computation of Performance Quotations.
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Post-Effective Amendment No. 43 to the
Registration Statement of Eaton Vance Mutual Funds Trust (1933 Act File No.
2-90946) on behalf of Eaton Vance Short-Term Treasury Fund of our report dated
February 6, 1998, relating to Eaton Vance Short-Term Treasury Fund, which
report is included in the Annual Report to Shareholders for the year ended
December 31, 1997, which is incorporated by reference in the Statement of
Additional Information, which is part of such Registration Statement.
We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the caption "Independent
Accountants" in the Statement of Additional Information of the Registration
Statement.
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------
COOPERS & LYBRAND L.L.P.
April 14, 1998
Boston, Massachusetts
<PAGE>
EXHIBIT 16
INVESTMENT PERFORMANCE -- EATON VANCE SHORT TERM TREASURY FUND
The table below indicates the total return (capital changes plus reinvestment of
all distributions) on a hypothetical investment of $1,000 in the Fund covering
the period from February 4, 1991 through December 31, 1997 and for the 1 and 5
year periods ended December 31, 1997.
VALUE OF A $1,000 INVESTMENT
VALUE OF
INVESTMENT INVESTMENT INVESTMENT TOTAL RETURN
PERIOD DATE ON 12/31/97 CUMULATIVE ANNUALIZED
LIFE OF
FUND 02/04/91 $1,345.68 34.57% 4.39%
5 YEARS ENDED
12/31/97 12/31/92 $1,243.55 24.36% 4.46%
1 YEAR ENDED
12/31/97 12/31/96 $1,050.02 5.00% 5.00%
Average annual total return is calculated using the following formula:
n
P(1+T) = ERV
where P = an initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial
investment at the end of the period
Cumulative total return is calculated using the following formula:
T = ( ERV / P ) - 1
where T = cumulative total return including the maximum sales
charge
ERV = ending redeemable value of $1,000 initial investment
at the end of the period
P = an initial investment of $1,000
<PAGE>
Exhibit 16
EATON VANCE SHORT-TERM TREASURY FUND
CALCULATION OF YIELD
For the 30 days ended 12/31/97:
Interest Income Earned: $1,516,215
Plus Dividend Income Earned:
----------
Equal Gross Income: $1,516,215
Minus Expenses: $166,673
----------
Equal Net Investment Income: $1,349,542
Divided Average daily number of shares
outstanding that were entitled
to receive dividends: 5,290,089
----------
Equal Net Investment Income Earned Per Share: $0.2551
Maximum Offering Price Per Share 12/31/9 $64.88
30 Day Yield*: 4.76%
* Yield is calculated on a bond equivalent rate as follows:
6
2[(($0.2551/$64.88)+1) -1]
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000745463
<NAME> EATON VANCE MUTUAL FUNDS TRUST
<SERIES>
<NUMBER> 4
<NAME> Eaton Vance Short-Term Treasury Fund
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 2,467
<INVESTMENTS-AT-VALUE> 2,467
<RECEIVABLES> 50
<ASSETS-OTHER> 471
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,988
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 40
<TOTAL-LIABILITIES> 40
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,949
<SHARES-COMMON-STOCK> 45
<SHARES-COMMON-PRIOR> (22,205)
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1)
<NET-ASSETS> 2,948
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11,525
<OTHER-INCOME> 0
<EXPENSES-NET> 1,288
<NET-INVESTMENT-INCOME> 10,237
<REALIZED-GAINS-CURRENT> 268
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10,505
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (50)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,131
<NUMBER-OF-SHARES-REDEEMED> 11,118
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> (9,510)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,501
<AVERAGE-NET-ASSETS> 216,824
<PER-SHARE-NAV-BEGIN> 62.890
<PER-SHARE-NII> 3.070
<PER-SHARE-GAIN-APPREC> 0.080
<PER-SHARE-DIVIDEND> (1.160)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 64.880
<EXPENSE-RATIO> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
