EATON VANCE MUTUAL FUNDS TRUST
497, 2000-06-19
Previous: FEDERATED INTERNATIONAL SERIES INC, N-14, EX-99.17, 2000-06-19
Next: FEDERATED EQUITY FUNDS, N-14, 2000-06-19



                 EATON VANCE TAX-MANAGED YOUNG SHAREHOLDER FUND
                            Supplement to Prospectus
                               Dated May 12, 2000


1.   The minimum amount for additional  investments set forth under  "Purchasing
     Shares" is now $5.

2.   The following  paragraph is added after "Contingent  Deferred Sales Charge"
     under "Sales Charges":

     Class B Conversion  Feature.  After eight  years,  your Class B shares will
     automatically  convert to Class A shares.  Class B shares acquired  through
     the reinvestment of distributions  will convert in proportion to shares not
     so acquired.

3.   The following  replaces the  "Distribution  and Service Fees" section under
     "Sales Charges":

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


Dated:  June 19, 2000                                                     TMYSPS

<PAGE>
                 EATON VANCE TAX-MANAGED YOUNG SHAREHOLDER FUND

                Supplement to Statement of Additional Information

                               Dated May 12, 2000


1.   The following paragraph is added to "Sales Charges":

     CONVERSION  FEATURE.  Class B shares  held for eight  years  (the  "holding
     period") will automatically convert to Class A shares. For purposes of this
     conversion,  all distributions paid on Class B shares which the shareholder
     elects to  reinvest in Class B shares  will be  considered  to be held in a
     separate  sub-account.  Upon the  conversion of Class B shares not acquired
     through the reinvestment of distributions,  a pro rata portion of the Class
     B shares held in the sub-account will also convert to Class A shares.  This
     portion  will be  determined  by the ratio  that the  Class B shares  being
     converted bear to the total of Class B shares  (excluding  shares  acquired
     through reinvestment) in the account. This conversion feature is subject to
     the continuing  availability of a ruling from the Internal  Revenue Service
     or an opinion of counsel  that the  conversion  is not  taxable for federal
     income tax purposes.

2.   The  following  replaces  the second,  third and fourth  paragraphs  in the
     "Distribution and Service Plans" section under "Sales Charges":

     The Trust  also has in effect  compensation-type  Distribution  Plans  (the
     "Class B and Class C Plans")  pursuant to Rule 12b-1 under the 1940 Act for
     the Fund's Class B and Class C shares that permit  compensation  to be made
     to the principal  underwriter to the maximum  extent  permitted by the NASD
     sales charge rule.  The Class B and Class C Plans are designed to permit an
     investor to purchase shares through an investment  dealer without incurring
     an  initial  sales  charge  and at  the  same  time  permit  the  principal
     underwriter to compensate investment dealers in connection therewith.  Each
     Class pays the principal underwriter a fee, accrued daily and paid monthly,
     at an annual rate not  exceeding  .75% of its  average  daily net assets to
     finance the distribution of its shares.  Such fees compensate the principal
     underwriter for sales  commissions paid by it to investment  dealers on the
     sale of shares for interest expenses.

3.   The following financial statements are added:



                              FINANCIAL STATEMENTS

                         Capital Appreciation Portfolio
                       Statement of Assets and Liabilities
                                February 28, 2000

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

NOTES:

     (1) Capital Appreciation Portfolio (the "Portfolio") was organized as a New
     York Trust on  February  28,  2000 and has been  inactive  since that date,
     except for matters  relating to its  organization  and  registration  as an
     investment company under the Investment Company Act of 1940 and the sale of
     interests  therein  at the  purchase  price  of  $100,000  to  Eaton  Vance
     Management and the sale of an interest therein at the purchase price of $10
     to Boston Management & Research (the "Initial Interests").

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


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Trustees and Investors of
        Capital Appreciation Portfolio:


     We have audited the  accompanying  statement of assets and  liabilities  of
Capital Appreciation  Portfolio (a New York Trust) as of February 28, 2000. This
financial  statement  is the  responsibility  of  the  Trust's  management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial  statement is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  such statement of assets and liabilities  presents fairly,
in all  material  respects,  the  financial  position  of  Capital  Appreciation
Portfolio as of February 28, 2000, in conformity with generally accepted account
principles.

                                DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 29, 2000





Dated:  June 19, 2000                                                   TMYSSAIS


                                        2



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission