Eaton Vance Tax-Managed Growth Fund
Supplement to Statement of Additional Information
Dated March 1, 1999
1. The following is added to the "Investment Restrictions" section:
For as long as a feeder fund of the Portfolio has registered shares in
Hong Kong (and for so long as Hong Kong requires the following restrictions),
the Portfolio may not:
(i) invest more than 10% of its net assets in the securities
of any one issuer or, purchase more than 10% of any class of security
of any one issuer, provided, however, up to 30% of the Portfolio's net
asset value may be invested in Government and public securities of the
same issue; and the Portfolio may invest all of its assets in
Government and other public securities in at least six different
issues; (ii) invest more than 15% of net assets in securities which are
not listed or quoted on any stock exchange, over-the-counter market or
other organized securities market that is open to the international
public and on which such securities are regularly traded (a "Market");
(iii) invest more than 15% of net assets in warrants and options for
non-hedging purposes; (iv) write call options on Portfolio investments
exceeding 25% of its total net asset value in terms of exercise price;
(v) enter into futures contracts on an unhedged basis where the net
total aggregate value of contract prices, whether payable by or to the
Portfolio under all outstanding futures contracts, together with the
aggregate value of holdings under (vi) below exceeds 20% of the net
total asset value of the Portfolio; (vi) invest in physical commodities
(including gold, silver, platinum or other bullion) and commodity based
investments (other than shares in companies engaged in producing,
processing or trading in commodities) which value together with the net
aggregate value of the holdings described in (v) above, exceeds 20% of
the Portfolio's net asset value; (vii) purchase shares of other
investment companies exceeding 10% of net assets. In addition, the
investment objective of any scheme in which any Portfolio invests must
not be to invest in investments prohibited by this undertaking and
where the scheme's investment objective is to invest primarily in
investments which are restricted by this undertaking, such holdings
must not be in contravention of the relevant limitation; (viii) borrow
more than 25% of its net assets (provided that for the purposes of this
paragraph, back to back loans are not to be categorized as borrowings);
(ix) write uncovered options; (x) invest in real estate (including
options, rights or interests therein but excluding shares in real
estate companies); (xi) assume, guarantee, endorse or otherwise become
directly or contingently liable for, or in connection with, any
obligation or indebtedness of any person in respect of borrowed money
without the prior written consent of the custodian of the Portfolio;
(xii) engage in short sales involving a liability to deliver securities
exceeding 10% of its net assets provided that any security which a
Portfolio does sell short must be actively traded on a market; (xiii)
subject to (v) above, purchase an investment with unlimited liability;
or (xiv) purchase any nil or partly-paid securities unless any call
thereon could be met in full out of cash or near cash held by it in the
amount of which has not already been taken into account for the
purposes of (ix) above.
2. The following is added to the end of the first paragraph under "Organization"
in the "Management and Organization" section:
Class S shares were established May 14, 1999. Class I shares (referred
to as "Institutional Shares") were established July 1, 1999.
3. The following is added to the end of the last paragraph in the "Taxes"
section:
If securities are contributed to the Fund in a tax-free transaction,
the Fund will be liable for any pre-contribution gain if such
securities are sold.
July 1, 1999 TMGSAIS
