EATON VANCE MUTUAL FUNDS TRUST
485APOS, 2000-12-29
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<PAGE>

       As filed with the Securities and Exchange Commission on December 29, 2000
                                                      1933 Act File No. 02-90946
                                                      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           [ ]
                         POST-EFFECTIVE AMENDMENT NO. 70        [x]
                             REGISTRATION STATEMENT
                                      UNDER
                       THE INVESTMENT COMPANY ACT OF 1940       [ ]
                                AMENDMENT NO. 73                [x]

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

     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                                 ALAN R. DYNNER
     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
                     (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 paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] on February 27, 2001 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to 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.

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

<PAGE>

{LOGO}          Mutual Funds
EATON VANCE       for People
Mutual Funds         Who Pay
                       Taxes(R)





                                   Eaton Vance
                                  Tax-Managed
                              Emerging Growth Fund

             A diversified fund seeking long-term, after-tax returns
                    by investing in emerging growth companies


                                Prospectus Dated
                                February  , 2001



The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined  whether this  prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.


Information in this prospectus
                                      Page                                  Page
--------------------------------------------------------------------------------
Fund Summary                            2       Sales Charges                  6
Investment Objective & Principal                Redeeming Shares               8
  Policies and Risks                    4       Shareholder Account
Management and Organization             5         Features                     9
Valuing Shares                          6       Tax Information               10
Purchasing Shares                       6       Financial Highlights          11
--------------------------------------------------------------------------------



 This prospectus contains important information about the Fund and the services
            available to shareholders. Please save it for reference.


<PAGE>
FUND SUMMARY


Investment Objective and Principal Strategies.  Eaton Vance Tax-Managed Emerging
Growth Fund's investment  objective is to achieve  long-term,  after-tax returns
for its  shareholders  through  investing in a  diversified  portfolio of equity
securities of emerging growth companies. Emerging growth companies are companies
that  are  expected  to  achieve   earnings   growth  over  the  long-term  that
substantially  exceeds the average earnings growth rates of all  publicly-traded
companies  in the United  States.  Although  it invests  primarily  in  domestic
companies,  the  Fund  may  invest  up to 25% of its  total  assets  in  foreign
companies.  The Fund may engage in derivative  transactions  to protect  against
price declines,  to enhance returns or as a substitute for purchasing or selling
securities.  Some  of  the  securities  held  by the  Fund  may  be  subject  to
restrictions on resale.

The Fund pursues its investment  objective by investing its assets in a separate
registered investment company with the same investment objective and policies as
the Fund.

Tax-Managed  Investing.  Most mutual funds focus on pre-tax  returns and largely
ignore  shareholder  tax  considerations.  By contrast,  the Fund approaches its
investments  from  the  perspective  of a  taxpaying  shareholder.  Buy and sell
decisions   are   made   by   balancing   investment   considerations   and  tax
considerations,  taking  into  account  the taxes  payable  by  shareholders  in
connection  with  distributions  of investment  income and net realized  capital
gains.  The  Fund  seeks  to  achieve  returns  primarily  in the  form of price
appreciation  (which is not  subject  to  current  tax law).  The Fund  seeks to
minimize income  distributions  and  distributions of realized  short-term gains
(taxed as ordinary income), as well as distributions of realized long-term gains
(taxed as long-term capital gains).  Among the techniques and strategies used in
the tax-efficient management of the Fund are the following:


     *    investing primarily in lower-yielding growth stocks;

     *    employing a long-term approach to investing;

     *    attempting to avoid net realized short-term gains;
     *    when appropriate, selling stocks trading below cost to realize losses;
     *    in selling  appreciated  stocks,  selecting the most tax-favored share
          lots; and
     *    selectively using tax-advantaged  hedging techniques as an alternative
          to taxable sales.


The Fund can generally be expected to distribute a smaller percentage of returns
each year than  equity  mutual  funds  that are  managed  without  regard to tax
considerations.  There can be no assurance,  however, that taxable distributions
can always be avoided.


Principal  Risk  Factors.  The value of Fund shares is sensitive to stock market
volatility. If there is a general decline in the value of U.S. stocks, the value
of the Fund's  shares will also likely  decline.  Changes in stock market values
can be sudden and unpredictable.  Also, although stock values can rebound, there
is no assurance  that values will return to previous  levels.  The Fund seeks to
minimize  stock-specific  risk by diversifying its holdings among many companies
and industries.

In addition to stock  market  risk,  Fund shares are also  sensitive  to factors
affecting emerging growth companies. The securities of emerging growth companies
are generally  subject to greater price  fluctuation  and  investment  risk than
securities of more established companies.

Because  the Fund  invests a portion of its assets in  foreign  securities,  the
value of Fund shares may be affected by changes in currency  exchange  rates and
other  developments  abroad.  The use of derivative  transactions  is subject to
certain limitations and may expose the Fund to increased risk of principal loss.
Securities  subject to  restrictions  on resale  are often less  liquid and more
difficult to value.

The  Fund  is not a  complete  investment  program  and you may  lose  money  by
investing.  An  investment  in the  Fund is not a  deposit  in a bank and is not
insured or guaranteed by the Federal Deposit Insurance  Corporation or any other
government agency.

                                        2
<PAGE>
Performance  Information.  The following bar chart and table provide information
about  Tax-Managed  Emerging  Growth  Fund's  pre-tax  performance,  including a
comparison  of the  Fund's  performance  to the  performance  of a  broad-based,
unmanaged  market  index  of 600  small  capitalization  stocks.  Although  past
performance  is no guarantee of future  results,  this  performance  information
demonstrates  the  risk  that the  value of your  investment  will  change.  The
following returns are for Class B shares for each calendar year through December
31, 2000 and do not reflect sales  charges.  If the sales charge was  reflected,
the returns would be lower.


                        11.02%              45.22%
                -----------------------------------------
                        1998                1999

The highest quarterly total return for Class B was      % for the quarter ended,
and the lowest quarterly return was     % for the quarter ended.


Average Annual Total Return                             One            Life of
as of December 31, 2000                                 Year            Fund
--------------------------------------------------------------------------------
Class A Shares                                             %               %
Class B Shares                                             %               %
Class C Shares                                             %               %
Standard & Poor's 600 Small Cap Index                      %               %


These  returns  reflect  the  maximum  sales  charge for Class A (5.75%) and any
applicable  CDSC  for  Class B and  Class C.  Class A  commenced  operations  on
September 25, 1997 and Class B and Class C commenced operations on September 29,
1997.  Life of Fund returns are calculated from September 30, 1997. The Standard
& Poor's  600  Index  is a  broad-based  unmanaged  market  index  of 600  small
capitalization stocks. Investors cannot invest directly in an Index. (Source for
Standard & Poor's 600 Small Cap Index: Lipper Inc.)

Fund Fees and Expenses. These tables describe the fees and expenses that you may
pay if you buy and hold shares.

Shareholder Fees
(fees paid directly from your investment)       Class A      Class B     Class C
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) (as a percentage
 of offering price)                             5.75%        None        None
Maximum Deferred Sales Charge (Load) (as a
  percentage of the lower of net asset
  value at time of purchase or time of
  redemption)                                   None         5.00%       1.00%
Maximum Sales Charge (Load) Imposed on
  Reinvested Distributions                      None         None        None
Exchange Fee                                    None         None        None


Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)   Class A      Class B     Class C
--------------------------------------------------------------------------------
Management Fees                                 0.63%        0.63%       0.63%
Distribution and Service (12b-1) Fees           0.00%        1.00%       1.00%
Other Expenses*                                 0.57%        0.32%       0.32%
                                                -----        -----       -----
Total Annual Fund Operating Expenses            1.20%        1.95%       1.95%


*    Other Expenses for Class A shares includes a service fee of 0.25%.


EXAMPLE

This  Example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual funds.  The Example  assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those  periods.  The Example  also  assumes  that your
investment has a 5% return each year and that the operating  expenses remain the
same.  Although  your  actual  costs  may be  higher  or  lower,  based on these
assumptions your costs would be:

                                    1  Year    3 Years    5 Years    10 Years
-------------------------------------------------------------------------------
Class A shares                     $   690    $   934    $ 1,197      $ 1,946
Class B shares                     $   698    $ 1,012    $ 1,252      $ 2,275
Class C shares                     $   298    $   612    $ 1,052      $ 2,275

You would pay the following expenses if you did not redeem your shares:

                                    1 Year     3 Years    5 Years    10 Years
--------------------------------------------------------------------------------
Class A shares                     $  690     $   934    $ 1,197      $ 1,946
Class B shares                     $  198     $   612    $ 1,052      $ 2,275
Class C shares                     $  198     $   612    $ 1,052      $ 2,275

                                        3
<PAGE>
INVESTMENT OBJECTIVE & PRINCIPAL POLICIES AND RISKS

The Fund's investment  objective is to achieve long-term,  after-tax returns for
its  shareholders  through  investing  in  a  diversified  portfolio  of  equity
securities of emerging  growth  companies.  The Fund currently seeks to meet its
objective  by  investing  in   Tax-Managed   Emerging   Growth   Portfolio  (the
"Portfolio"), a separate open-end investment company that has the same objective
and policies as the Fund.  The Fund's  investment  objective  may not be changed
without shareholder  approval.  Certain of the Fund's policies may be changed by
the Trustees without shareholder approval.


The  Portfolio  invests in a broadly  diversified  selection of  publicly-traded
equity  securities  of  emerging  growth  companies  that are  believed  to have
superior long-term  earnings growth prospects.  The investment adviser considers
"emerging  growth  companies" to be companies  that are expected to  demonstrate
earnings growth rates over the long-term that are substantially in excess of the
average  earnings  growth rates of all  publicly-traded  companies in the United
States.  The investment adviser expects that many emerging growth companies will
have annual  revenues of $1 billion or less at the time they are acquired by the
Portfolio,  but the  Portfolio  may also invest in larger and smaller  companies
having emerging growth characteristics.

Under normal market  conditions,  the Portfolio  will invest at least 65% of its
total assets in equity  securities of emerging growth  companies.  Many emerging
growth  companies  are in the  early  stages  of  their  development,  are  more
dependent on fewer  products,  services,  markets or financial  resources or may
depend upon a more limited management group than more established companies, may
lack  substantial  capital  reserves  and do not  have  established  performance
records.  Emerging growth stocks frequently have less trading volume than stocks
of more established companies making them more volatile and difficult to value.

The portfolio manager seeks to purchase  securities that are favorably priced in
relation  to their  fundamental  value.  In  making  investment  decisions,  the
portfolio  manager relies on the investment  adviser's  research staff. As noted
below, the portfolio  manager may sell securities to realize capital losses that
can be used to offset  capital gains.  Use of this tax management  strategy will
increase the  Portfolio's  turnover rate. A fund with a high turnover rate (100%
or more) pays more commissions, which may reduce return.

The  Portfolio  seeks  to  achieve  long-term,  after-tax  returns  in  part  by
minimizing the taxes incurred by shareholders in connection with the Portfolio's
investment income and realized capital gains. Fund  distributions that are taxed
as ordinary  income are  minimized by investing  principally  in  lower-yielding
emerging growth stocks and by generally avoiding net realized short-term capital
gains.  Fund  distributions  taxed as long-term  capital  gains are minimized by
avoiding or minimizing  the sale of securities  with large  accumulated  capital
gains. When a decision is made to sell a particular  appreciated  security,  the
portfolio  manager  will  select for sale the share lots  resulting  in the most
favorable tax  treatment,  generally  those with holding  periods  sufficient to
qualify for long-term  capital gains treatment that have the highest cost basis.
The portfolio  manager may sell securities to realize capital losses that can be
used to offset realized gains.

To protect against price declines in securities  holdings with large accumulated
gains,  the Portfolio may use various hedging  techniques (such as purchased put
options,  equity collars (combining the purchase of a put option and the sale of
a call option),  equity swaps,  covered short sales, and the purchase or sale of
stock index futures  contracts).  By using these techniques  rather than selling
appreciated securities,  the Portfolio can reduce its exposure to price declines
in the securities without realizing  substantial capital gains under current tax
law. These  derivative  instruments may also be used by the Portfolio to enhance
returns or as a substitute  for the purchase or sale of  securities.  The use of
derivatives  is highly  specialized.  The  built-in  leverage  inherent  to many
derivative  instruments  can  result in losses  that  substantially  exceed  the
initial   amount  paid  or  received  by  the   Portfolio.   Equity   swaps  and
over-the-counter  options are private contracts in which there is a risk of loss
in  the  event  of a  counterparty's  default.  Derivative  instruments  may  be
difficult  to value,  may be  illiquid,  and may be  subject  to wide  swings in
valuation caused by changes in the value of the underlying security.  Derivative
hedging  transactions may not be effective because of imperfect  correlation and
other factors.

The  Portfolio  may  invest up to 25% of assets in foreign  securities,  some of
which  may be  located  in  emerging  market  countries.  The  value of  foreign
securities is affected by changes in currency rates, foreign tax laws (including
withholding  tax),  government  policies (in this country or abroad),  relations
between nations and trading, settlement,  custodial and other operational risks.
In addition,  the costs of  investing  abroad are  generally  higher than in the
United States, and foreign securities markets may be less liquid,  more volatile
and less subject to governmental  supervision than markets in the United States.
Foreign  investments  also could be affected by other factors not present in the
United States, including expropriation,  armed conflict,  confiscatory taxation,
lack of uniform  accounting  and auditing  standards,  less  publicly  available
financial  and  other  information  and  potential   difficulties  in  enforcing
contractual  obligations.  These risks can be more  significant  for  securities
traded in less  developed,  emerging  market  countries.  As an  alternative  to
holding    foreign-traded    securities,    the    Portfolio   may   invest   in
dollar-denominated  securities of foreign companies that trade on U.S. exchanges

                                        4
<PAGE>
or in the U.S. over-the-counter market  (including   depositary   receipts which
evidence ownership in underlying foreign  securities);  such investments are not
subject to the Portfolio's 25% limitation on investing in foreign securities.

The  Portfolio  may not  invest  more  than 15% of its net  assets  in  illiquid
securities,  which may be  difficult to value  properly and may involve  greater
risks  than  liquid  securities.   Illiquid  securities  include  those  legally
restricted as to resale,  and may include  commercial  paper issued  pursuant to
Section 4(2) of the Securities  Act of 1933 and  securities  eligible for resale
pursuant to Rule 144A thereunder.  Certain Section 4(2) and Rule 144A securities
may be treated as liquid  securities if the investment  adviser  determines that
such treatment is warranted.  Even if determined to be liquid, holdings of these
securities may increase the level of Portfolio  illiquidity  if eligible  buyers
become uninterested in purchasing them.

The  Portfolio may borrow  amounts up to 25% of the value of net assets,  but it
will not borrow more than 5% of the value of its total assets  except to satisfy
redemption  requests  or for  other  temporary  purposes.  Borrowings  result in
increased expense to the Fund and, while they are outstanding, magnify increases
or  decreases  in the value of Fund  shares.  The  Portfolio  will not  purchase
additional  portfolio  securities while outstanding  borrowings exceed 5% of the
value of its total  assets.  During  defensive  periods in which the  investment
adviser  believes that returns on common stock  investments  may be unfavorable,
the  Portfolio may  temporarily  invest up to 65% of its assets in cash and cash
equivalents,  which may be inconsistent  with the Fund's  investment  objective.
While  temporarily  invested,  the  Portfolio  may not  achieve  its  investment
objective.  While at times the Portfolio may use defensive investment strategies
in an effort to limit its losses, it may not choose to do so.


MANAGEMENT AND ORGANIZATION


Management. The Portfolio's investment adviser is Boston Management and Research
("BMR"), a subsidiary of Eaton Vance Management ("Eaton Vance"), with offices at
The Eaton Vance Building, 255 State Street,  Boston,  Massachusetts 02109. Eaton
Vance has been managing  assets since 1924 and managing mutual funds since 1931.
Eaton Vance and its subsidiaries  currently manage over $45 billion on behalf of
mutual funds, institutional clients and individuals.

The investment  adviser  manages the  investments  of the  Portfolio.  Under its
investment  advisory  agreement  with the  Portfolio,  BMR  receives  a  monthly
advisory fee of 5/96 of 1% (equivalent to 0.625%  annually) of the average daily
net assets of the  Portfolio up to $500  million.  On net assets of $500 million
and over the annual fee is reduced. Prior to February 1, 2001, the Fund's assets
were managed by Eaton Vance under an investment advisory agreement substantially
identical to the  agreement  between the  Portfolio and BMR. For the fiscal year
ended October 31, 2000,  the Fund paid Eaton Vance advisory fees  equivalent  to
0.625% of its average daily net assets.

Edward E. Smiley,  Jr. has served as portfolio manager of the Portfolio (and its
predecessor) since operations  commenced.  He is a Vice President of Eaton Vance
and BMR, and also manages other Eaton Vance  portfolios.  Prior to joining Eaton
Vance in 1996, he was Senior Product Manager,  Equity Management for TradeStreet
Investment Associates, Inc., a wholly-owned subsidaiary of NationsBank.

Administration.  Eaton Vance serves as the  administrator  of the Fund.  In this
capacity,  Eaton Vance  administers the affairs of the Fund and provides certain
office  facilities.  Eaton Vance does not currently  receive a fee for serving a
administrator.

Organization.  The Fund is a  series  of  Eaton  Vance  Mutual  Funds  Trust,  a
Massachusetts  business trust. The Fund offers multiple classes of shares.  Each
Class  represents a pro rata  interest in the Fund,  but is subject to different
expenses and rights. The Fund does not hold annual shareholder meetings, but may
hold  special  meetings  for matters that  require  shareholder  approval  (like
electing  or  removing  trustees,  approving  management  contracts  or changing
investment policies that may only be changed with shareholder approval). Because
the Fund invests in the Portfolio,  it may be asked to vote on certain Portfolio
matters  (like  changes  in certain  Portfolio  investment  restrictions).  When
necessary,  the Fund will hold a meeting of its  shareholders  to  consider  the
Portfolio  matter and then vote its interest in the  Portfolio in  proportion to
the votes cast by its shareholders.  The Fund can withdraw from the Portfolio at
any time.


                                        5
<PAGE>
VALUING SHARES


The Fund values its shares  once each day only when the New York Stock  Exchange
is open for  trading  (typically  Monday  through  Friday),  as of the  close of
regular trading on the Exchange  (normally 4:00 p.m. eastern time). The purchase
price of Fund shares is their net asset  value (plus a sales  charge for Class A
shares).  Exchange-listed securities are valued at closing sale prices; however,
the investment  adviser may use the fair value of a security if events occurring
after the close of a securities  market would materially  affect net asset value
or market prices are unavailable.  Because foreign securities trade on days when
Fund shares are not priced, net asset value can change at times when Fund shares
cannot be redeemed.

When  purchasing  or  redeeming  Fund  shares,   your  investment   dealer  must
communicate your order to the principal  underwriter by a specific time each day
in order  for the  purchase  price or the  redemption  price to be based on that
day's net asset value per share. It is the investment dealer's responsibility to
transmit orders promptly.  The Fund may accept purchase and redemption orders as
of the time of their receipt by certain  investment dealers (or their designated
intermediaries).


PURCHASING SHARES


Fund shares are only available for purchase by shareholders of record on January
31,  2001.  The  price of Class A shares  is the net  asset  value  plus a sales
charge. The price of Class B and Class C shares is the net asset value; however,
you may be  subject  to a sales  charge  (called a  "contingent  deferred  sales
charge" or "CDSC") if you redeem Class B shares within six years of purchase and
Class C shares  within one year of  purchase.  The sales  charges are  described
below.


After your initial investment, additional investments of $50 or more may be made
at any time by sending a check  payable to the order of the Fund or the transfer
agent  directly  to the  transfer  agent  (see back cover for  address).  Please
include  your  name and  account  number  and the name of the Fund and  Class of
shares with each investment.

You may  also  make  automatic  investments  of $50 or more  each  month or each
quarter from your bank account.  You can establish bank  automated  investing on
the  account  application  or by calling  1-800-262-1122.  The  minimum  initial
investment  amount  and Fund  policy  of  redeeming  accounts  with low  account
balances are waived for bank  automated  investing  accounts  and certain  group
purchase plans.

You  may  purchase  Fund  shares  in  exchange  for   securities.   Please  call
1-800-225-6265  for information about exchanging  securities for Fund shares. If
you purchase  shares  through an  investment  dealer  (which  includes  brokers,
dealers and other financial institutions),  that dealer may charge you a fee for
executing  the  purchase for you. The Fund may suspend the sale of its shares at
any time and any purchase order may be refused.

SALES CHARGES

Front-End Sales Charge.  Class A shares are offered at net asset value per share
plus a sales charge that is  determined  by the amount of your  investment.  The
current sales charge schedule is:

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

*    No sales  charge is payable at the time of  purchase on  investments  of $1
     million or more.  A CDSC of 1.00% will be imposed on such  investments  (as
     described below) in the event of r edemptions within 12 months of purchase.


The principal  underwriter will pay a commission to investment  dealers on sales
of $1  million  or more as  follows:  1.00% on amounts of $1 million or more but
less than $3  million;  plus 0.50% on amounts  over $3 million  but less than $5
million;  plus 0.25% on amounts over $5 million.  Purchases totalling $1 million

                                        6
<PAGE>
or more will be aggregated  over a 12-month  period for purposes of  determining
the  commission.  The principal  underwriter  may also pay  commissions of up to
1.00% on sales of Class A shares made at net asset value to certain tax-deferred
retirement plans.


Contingent  Deferred Sales Charge.  Each Class of shares is subject to a CDSC on
certain  redemptions.  Class A shares purchased at net asset value in amounts of
$1 million or more are subject to a 1.00% CDSC if  redeemed  within 12 months of
purchase.  Class C shares  are  subject to a 1.00%  CDSC if  redeemed  within 12
months of purchase. Class B shares are subject to the following CDSC schedule:


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

The CDSC is based on the lower of the net asset value at the time of purchase or
at  the  time  of  redemption.  Shares  acquired  through  the  reinvestment  of
distributions  are exempt from the CDSC.  Redemptions are made first from shares
that are not subject to a CDSC.

Reducing or Eliminating  Sales Charges.  Front-end sales charges on purchases of
Class A  shares  may be  reduced  under  the  right of  accumulation  or under a
statement of intention.  Under the right of accumulation,  the sales charges you
pay are reduced if the current market value of your current  holdings  (based on
the current  offering  price),  plus your new purchases,  total $50,000 or more.
Class A shares of other  Eaton  Vance funds owned by you can be included as part
of your current  holdings  for this  purpose.  Under a statement  of  intention,
purchases  of  $50,000  or more made over a 13-month  period  are  eligible  for
reduced sales charges. Under a statement of intention, the principal underwriter
may hold 5% of the dollar amount to be purchased in escrow in the form of shares
registered in your name until you satisfy the  statement or the 13-month  period
expires.


Class  A  shares  are  offered  at net  asset  value  to  clients  of  financial
intermediaries  who charge a fee for their  services;  accounts  affiliated with
those financial  intermediaries;  tax-deferred  retirement plans; investment and
institutional  clients of Eaton Vance;  certain  persons  affiliated  with Eaton
Vance; and certain Eaton Vance and fund service  providers.  Ask your investment
dealer  for  details.  Class A shares  are also sold at net  asset  value if the
amount invested represents redemption proceeds from a mutual fund not affiliated
with Eaton Vance,  provided the redemption  occurred  within 60 days of the Fund
share purchase and the redeemed  shares were subject to a sales charge.  Class A
shares so acquired  will be subject to a 0.50% CDSC if they are redeemed  within
12 months of purchase.  Investment  dealers  will be paid a  commission  on such
sales equal to 0.50% of the amount invested.


CDSCs are waived for  certain  redemptions  pursuant to a  Withdrawal  Plan (see
"Shareholder  Account  Features")  and,  for  Class  B and  Class C  shares,  in
connection with certain  redemptions from  tax-sheltered  retirement plans. Call
1-800-225-6265 for details.  The Class B CDSC is also waived following the death
of all  beneficial  owners of shares,  but only if the  redemption  is requested
within one year after death (a death certificate and other applicable  documents
may be required).


If you redeem shares,  you may reinvest at net asset value all or any portion of
the redemption proceeds in the same class of shares of the Fund (or, for Class A
shares,  in Class A shares of any other Eaton  Vance  fund),  provided  that the
reinvestment occurs within 60 days of the redemption,  and the privilege has not
been used more than once in the prior 12 months.  Under these circumstances your
account will be credited with any CDSC paid in connection  with the  redemption.
Any CDSC period  applicable to the shares you acquire upon reinvestment will run
from the date of your original share purchase.  Reinvestment requests must be in
writing.  If you reinvest,  you will be sold shares at the next  determined  net
asset value following receipt of your request.

Distribution  and Service Fees.  Class B and Class C shares have in effect plans
under Rule 12b-1 that allow 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. The principal underwriter pays commissions to
investment  dealers  on  sales of Class B and  Class C shares  (except  exchange
transactions and  reinvestments).  The sales commission on Class B shares equals
4% of the purchase price of the shares.  The principal  underwriter  compensates
investment  dealers  who sell Class C shares at a rate of 1.00% of the  purchase
price of the  shares,  consisting  of 0.75% of  sales  commission  and  0.25% of
service fees (for the first year's  service).  After the first year,  investment
dealers also receive 0.75% of the value of Class C shares in annual distribution

                                        7
<PAGE>
fees. After the sale of shares, the principal  underwriter receives service fees
for one year and thereafter  investment  dealers generally receive them based on
the value of shares sold by such dealers.

Class B and Class C distribution  fees are subject to termination  when payments
under the Rule 12b-1 plans are sufficient to extinguish  uncovered  distribution
charges.  As described  more fully in the Statement of  Additional  Information,
uncovered  distribution  charges of a Class are  increased by sales  commissions
payable by the Class to the principal  underwriter  in connection  with sales of
shares of that Class and by an  interest  factor  tied to the U.S.  Prime  Rate.
Uncovered  distribution charges are reduced by the distribution fees paid by the
Class and by CDSCs paid to the Fund by redeeming shareholders. The amount of the
sales commissions payable by Class B to the principal  underwriter in connection
with sales of Class B shares is significantly less than the maximum permitted by
the sales charge rule of the National Association of Securities Dealers, Inc. To
date, neither Class B nor Class C uncovered distribution charges have been fully
covered.


REDEEMING SHARES

You can redeem shares in any of the following ways:

  By Mail               Send your request to the transfer agent along with any
                        certificates and stock powers. The request must be
                        signed exactly as your account is registered and
                        signature guaranteed.  You can obtain a signature
                        guarantee at certain banks, savings and loan
                        institutions, credit unions, securities dealers,
                        securities exchanges, clearing agencies and registered
                        securities associations.  You may be asked to provide
                        additional documents if your shares are registered in
                        the name of a corporation, partnership or fiduciary.

  By Telephone          You can redeem up to $50,000 b y calling the transfer
                        agent at 1-800-262-1122 on Monday through Friday, 9:00
                        a.m. to 4:00 p.m. (eastern time). Proceeds of a
                        telephone redemption can be mailed only to the account
                        address.  Shares held by corporations, trusts or certain
                        other entities and shares that are subject to fiduciary
                        arrangements cannot be redeemed by telephone.

  Through an
  Investment
  Dealer                Your investment dealer is responsible for transmitting
                        the order promptly.  An investment dealer may charge a
                        fee for this service.

If you redeem shares, your redemption price will be based on the net asset value
per  share  next  computed  after  the  redemption  request  is  received.  Your
redemption  proceeds  will be paid in cash  within  seven  days,  reduced by the
amount  of any  applicable  CDSC  and any  federal  income  tax  required  to be
withheld.  Payments  will be sent by mail  unless  you  complete  the Bank  Wire
Redemptions section of the account application.

If you recently  purchased shares, the proceeds of a redemption will not be sent
until the purchase check (including a certified or cashier's check) has cleared.
If the purchase check has not cleared,  redemption proceeds may be delayed up to
15 days from the purchase  date.  If your account  value falls below $750 (other
than due to market  decline),  you may be asked to either add to your account or
redeem it within 60 days.  If you take no action,  your account will be redeemed
and the proceeds sent to you.


Meeting  Redemptions by Distributing  Portfolio  Securities.  The Fund currently
pays  shareholder  redemptions  entirely in cash,  but in the future may adopt a
policy  of  meeting  redemption  requests  in whole  or in part by  distributing
appreciated  securities  chosen by the investment  adviser.  The Fund would only
distribute readily marketable securities,  which would be valued pursuant to the
Portfolio's valuation procedures.  Redeeming shareholders who receive securities
could incur brokerage  charges and other costs and may be exposed to market risk
in  selling  the  distributed  securities.  If  the  Fund  adopts  a  policy  of
distributing securities to meet redemptions, it may continue to meet redemptions
in whole or in part with cash.


                                        8
<PAGE>
SHAREHOLDER ACCOUNT FEATURES

Once you purchase shares,  the transfer agent  establishes a Lifetime  Investing
Account(R) for you. Share certificates are issued only on request.

Distributions. You may have your Fund distributions paid in one of the following
ways:

     *    Full Reinvest  Option  Dividends  and capital gains are  reinvested in
          additional shares.  This option will be assigned if you do not specify
          an option.
     *    Partial  Reinvest Option  Dividends are paid in cash and capital gains
          are reinvested in additional shares.
     *    Cash Option Dividends and capital gains are paid in cash.
     *    Exchange  Option  Dividends  and/or  capital  gains are  reinvested in
          additional  shares of another  Eaton Vance fund chosen by you.  Before
          selecting this option,  you must obtain a prospectus of the other fund
          and consider its objectives and policies carefully.

Information from the Fund. From time to time, you may be mailed the following:

     *    Annual and Semi-Annual Reports, containing performance information and
          financial statements.
     *    Periodic account  statements,  showing recent activity and total share
          balance.
     *    Form  1099 and tax  information  needed to  prepare  your  income  tax
          returns.
     *    Proxy materials, in the event a shareholder vote is required.
     *    Special notices about significant events affecting your Fund.

Withdrawal  Plan.  You  may  redeem  shares  on a  regular  quarterly  basis  by
establishing a systematic  withdrawal plan.  Withdrawal amounts must be at least
$200 per year,  or a specified  percentage of net asset value of at least 4% but
not more than 12% annually of the greater of either the initial  account balance
or the current account balance. These withdrawals will not be subject to a CDSC.
A  minimum  account  size of  $5,000  is  required  to  establish  a  systematic
withdrawal plan. Because purchases of Class A shares are generally subject to an
initial sales charge,  you should not make  withdrawals  from your account while
you are making purchases.

Exchange  Privilege.  You may  exchange  your Fund shares for shares of the same
class of another Eaton Vance fund.  Exchanges  are  generally  made at net asset
value. If you hold Class A shares for less than six months and exchange them for
shares  subject to a higher  sales  charge,  you will be charged the  difference
between the two sales  charges.  If your shares are subject to a CDSC,  the CDSC
will continue to apply to your new shares at the same CDSC rate. For purposes of
the  CDSC,  your  shares  will  continue  to age from the date of your  original
purchase.


Before exchanging,  you should read the prospectus of the new fund carefully. If
you wish to exchange shares, write to the transfer agent (address on back cover)
or call  1-800-262-1122.  Periodic automatic  exchanges are also available.  The
exchange  privilege may be changed or discontinued at any time. You will receive
60 days' notice of any material change to the privilege.  This privilege may not
be used for "market  timing".  If an account (or group of  accounts)  makes more
than two  round-trip  exchanges  (exchanged  from one fund to  another  and back
again)  within 12 months,  it will be deemed to be market  timing.  The exchange
privilege may be terminated for market timing accounts.

Telephone  and  Electronic  Transactions.  You can redeem or exchange  shares by
telephone as described in this prospectus. In addition, certain transactions may
be  conducted  through  the  Internet.  The  transfer  agent  and the  principal
underwriter  have procedures in place to  authenticate  telephone and electronic
instructions  (such  as  using  security  codes or  verifying  personal  account
information).  As long as the transfer  agent and principal  underwriter  follow
reasonable  procedures,  they will not be responsible for unauthorized telephone
or electronic transactions and you bear the risk of possible loss resulting from
these  transactions.  You may decline  the  telephone  redemption  option on the
account application. Telephone instructions are tape recorded.


"Street Name" Accounts. If your shares are held in a "street name" account at an
investment  dealer,  that dealer (and not the Fund or its  transfer  agent) will
perform all  recordkeeping,  transaction  processing and distribution  payments.
Because the Fund will have no record of your  transactions,  you should  contact
your investment  dealer to purchase,  redeem or exchange shares, to make changes
in your  account,  or to  obtain  account  information.  You will not be able to
utilize  a number  of  shareholder  features,  such as  telephone  transactions,
directly with the Fund.  The transfer of shares in a "street name" account to an
account with another  investment  dealer or to an account directly with the Fund
involves  special  procedures  and you will be  required  to  obtain  historical

                                        9
<PAGE>
information  about your shares  prior to the  transfer.  Before  establishing  a
"street name" account with an investment  dealer,  you should determine  whether
that dealer allows reinvestment of distributions in "street name" accounts.

Account Questions.  If you have any questions about your account or the services
available,  please call Eaton Vance Shareholder  Services at 1-800-225-6265,  or
write to the transfer agent (see back cover for address).

TAX INFORMATION


While the Fund  attempts  to  minimize  taxable  distributions,  there can be no
assurance that taxable distributions can be avoided. Distributions of investment
income and net realized short-term capital gains are taxable as ordinary income.
Distributions of net realized  long-term  capital gains are taxable as long-term
gains.  Different  Classes  will  generally  distribute  different  distribution
amounts. The Fund expects to pay any required distributions annually.


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
purchase price back as a taxable  distribution.  Certain  distributions  paid in
January (if any) will be taxable to  shareholders  as if received on December 31
of the prior year. A redemption of Fund shares, including an exchange for shares
of another fund, is a taxable transaction.


The  Portfolio's  investments  in foreign  securities  may be subject to foreign
withholding  taxes,  which would decrease the Fund's return on such  securities.
Shareholders  generally will not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the Portfolio.


Shareholders  should consult with their advisers concerning the applicability of
state, local and other taxes to an investment.

                                       10
<PAGE>
FINANCIAL HIGHLIGHTS

The  financial  highlights  are  intended  to help  you  understand  the  Fund's
financial  performance for the past five years. Certain information in the table
reflects the financial results for a single Fund share. The total returns in the
table  represent  the  rate an  investor  would  have  earned  (or  lost)  on an
investment  in the Fund  (assuming  reinvestment  of all  distributions  and not
taking  into  account a sales  charge).  This  information  has been  audited by
Deloitte & Touche LLP, independent accountants.  The report of Deloitte & Touche
LLP and the Fund's financial statements are incorporated herein by reference and
included in the annual report, which is available on request.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED OCTOBER 31,
                                      ----------------------------------------------------------------------------------------------
                                                2000                            1999                               1998
                                      ----------------------------------------------------------------------------------------------
                                      CLASS A  CLASS B  CLASS C   CLASS A    CLASS B       CLASS C     CLASS A     CLASS B
------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>      <C>         <C>          <C>         <C>         <C>
  Net asset value - Beginning of
  year                                                           $ 9.460     $  9.390     $ 9.370     $ 9.740     $ 9.740
                                                                 -------     --------     -------     -------     -------
  Income (loss) from operations
  Net investment income (loss)                                   $(0.053 )   $ (0.128 )   $(0.135 )   $(0.040 )   $(0.090 )
  Net realized and unrealized gain
  (loss)                                                           3.703        3.648       3.625      (0.240)     (0.260)
                                                                 -------     --------     -------     -------     -------
  Net income (loss) from operations                              $ 3.650     $  3.520     $ 3.490     $(0.280)    $(0.350)
                                                                 -------     --------     -------     -------     -------
  Net asset value - End of year                                  $13.110     $ 12.910     $12.860     $ 9.460     $ 9.390
                                                                 =======     ========     =======     =======     =======
  Total Return(2)                                                  38.58 %      37.49 %     37.25 %     (2.87 )%    (3.59 )%

  Ratios/ Supplemental Data
  Net assets, end of year (000's
  omitted)                                                       $57,518     $105,949     $39,487     $28,035     $52,641
  Ratios (as a percentage of average
  daily net assets):
   Expenses                                                         1.04 %       1.81 %      1.95 %      1.21 %      2.04 %
   Net investment income (loss)                                    (0.55)%      (1.33)%     (1.47)%     (0.57)%     (1.41)%
  Portfolio turnover of the Fund                                      80%          80%         80%        110%        110%
<CAPTION>

                                                                 1997(1)
                                                  ------------------------------------------
                                       CLASS C      CLASS A       CLASS B        CLASS C
--------------------------------------------------------------------------------------------
<S>                                   <C>         <C>           <C>           <C>
  Net asset value - Beginning of
  year                                $ 9.720     $10.000       $10.000        $10.000
                                      -------     -------       -------        -------
  Income (loss) from operations
  Net investment income (loss)        $(0.092 )   $ 0.008       $ 0.005        $ 0.003
  Net realized and unrealized gain
  (loss)                               (0.258)    (0.268)       (0.265)        (0.283)
                                       -------    -------       -------        -------
  Net income (loss) from operations   $(0.350)    $(0.260)      $(0.260)       $(0.280)
                                      -------     -------       -------        -------
  Net asset value - End of year       $ 9.370     $ 9.740       $ 9.740        $ 9.720
                                      =======     =======       =======        =======
  Total Return(2)                       (3.60)%     (2.60)%       (2.60)%        (2.80)%
  Ratios/ Supplemental Data
  Net assets, end of year (000's      $18,455     $ 3,925       $ 8,613        $ 2,051
  omitted)
  Ratios (as a percentage of average
  daily net assets):
   Expenses                              2.21%       0.63%(3)      1.37%(3)       1.56%(3)
   Net investment income (loss)         (1.58)%      1.83%(3)      1.13%(3)       0.90%(3)
  Portfolio turnover of the Fund          110%       7.00%         7.00%          7.00%
</TABLE>

(1)  For Class A for the period from the start of business,  September 25, 1997,
     to October  31,  1997 and for Class B and Class C for the  period  from the
     start of business September 29, 1997, to October 31, 1997.
(2)  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 the last day of each
     period reported. Distributions, if any, are assumed to be reinvested at the
     net asset value on the ex-dividend date. Total return is not computed on an
     annualized basis.
(3)  Computed on an annualized basis.


                                       11
<PAGE>
{LOGO}          Mutual Funds
EATON VANCE       for People
Mutual Funds         Who Pay
                       Taxes(R)









More Information
--------------------------------------------------------------------------------

     About  the  Fund:  More  information  is  available  in  the  statement  of
     additional   information.   The  statement  of  additional  information  is
     incorporated  by reference  into this  prospectus.  Additional  information
     about  the   Portfolio's   investments  is  available  in  the  annual  and
     semi-annual reports to shareholders.  In the annual report, you will find a
     discussion  of  the  market  conditions  and  investment   strategies  that
     significantly affected the Fund's performance during the past year. You may
     obtain free  copies of the  statement  of  additional  information  and the
     shareholder reports by contacting:

                         Eaton Vance Distributors, Inc.
                            The Eaton Vance Building
                                255 State Street
                                Boston, MA 02109
                                 1-800-225-6265
                           website: www.eatonvance.com


     You will  find and may  copy  information  about  the Fund  (including  the
     statement  of  additional  information  and  shareholder  reports):  at the
     Securities and Exchange  Commission's  public reference room in Washington,
     DC (call  1-202-942-8090  for  information  on the  operation of the public
     reference  room); on the EDGAR Database on the SEC's Internet site (http://
     www.sec.gov);  or, upon  payment of copying  fees,  by writing to the SEC's
     public reference section,  Washington, DC 20549-0102, or by electronic mail
     at [email protected].

     About  Shareholder  Accounts:  You can obtain more  information  from Eaton
     Vance Share- holder Services (1-800-225-6265).  If you own shares and would
     like to add to,  redeem or change your  account,  please  write or call the
     transfer agent:

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

                                   PFPC, Inc.
                                  P.O. Box 9653
                           Providence, RI 02904-9653
                                 1-800-262-1122




The Fund's SEC File No. is 811-4015                                     TMEG1.1P


<PAGE>


                                                        STATEMENT OF
                                                        ADDITIONAL INFORMATION
                                                        FEBRUARY  , 2001

                 EATON VANCE TAX-MANAGED EMERGING GROWTH FUND
                           The Eaton Vance Building
                               255 State Street
                         Boston, Massachusetts 02109
                                (800) 225-6265

    This Statement of Additional Information ("SAI") provides general
information about the Funds and the Portfolio. The Fund is a series of Eaton
Vance Mutual Funds Trust. Capitalized terms used in this SAI and not otherwise
defined have the meanings given to them in the prospectus. This SAI contains
additional information about:

                                                                          Page
    Strategies and Risks ............................................       2
    Investment Restrictions .........................................       5
    Management and Organization .....................................       6
    Investment Advisory and Administrative Services .................      10
    Other Service Providers .........................................      12
    Purchasing and Redeeming Shares .................................      12
    Sales Charges ...................................................      14
    Performance .....................................................      18
    Taxes ...........................................................      19
    Portfolio Security Transactions .................................      21
    Financial Statements ............................................      23


Appendices:
    A: Class A Fees, Performance and Ownership ......................     a-1
    B: Class B Fees, Performance and Ownership ......................     b-1
    C: Class C Fees, Performance and Ownership ......................     c-1


    THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE FUND'S PROSPECTUS
DATED FEBRUARY  , 2001, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED
HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS, WHICH MAY BE OBTAINED BY CALLING 1-800-225-6265.

<PAGE>


                             STRATEGIES AND RISKS

  Under normal market conditions, the Portfolio will invest at least 65% of
its total assets in equity securities of emerging growth companies. For this
purpose, equity securities include common stocks and securities convertible
into common stocks. In selecting companies for investment, the investment
adviser may consider overall growth prospects, financial condition,
competitive position, technology, marketing expertise, profit margins, return
on investment, capital resources, management and other factors. The Portfolio
may invest up to 35% of its assets in preferred stocks, warrants, money market
instruments (to meet anticipated redemption requests or while investment of
cash is pending) and other securities and instruments.

TAX-MANAGED INVESTING. Taxes are a major influence on the net returns that
investors receive on their taxable investments. There are four components of the
returns of an equity mutual fund -- price appreciation, distributions of income
and distributions of realized short-term and long-term capital gains -- which
are treated differently for federal income tax purposes. Distributions of net
investment income and net realized short-term gains (on stocks held less than 12
months) are taxed as ordinary income, at rates as high as 39.6%. Distributions
of realized long-term gains (on stocks held at least 12 months) are taxed at
rates up to 20%. Returns derived from price appreciation are untaxed until the
shareholder redeems. Upon redemption, a capital gain short-term, if the
shareholder has held his or her shares for one year or less, otherwise
long-term) equal to the difference between the net proceeds of the redemption
and the shareholder's adjusted tax basis is realized.

    The Fund is similar to retirement planning products such as variable
annuities and IRAs in that they are vehicles for long-term, tax-deferred
investing. As a mutual fund, however, the Fund avoids a number of structural
disadvantages inherent in a variable annuity--including the limitations and
penalties on early withdrawals, the taxing of all income and gain upon
withdrawal at ordinary income rates, and the inability to gain a step up in
basis at death. Variable annuities offer tax-free exchanges and a death
benefit, which are not offered by the Fund. Eligibility to invest in IRAs and
annual contributions to IRAs are limited. Contributions to deductible IRAs can
be made from pre-tax dollars and distributions from Roth IRAs are not taxed if
certain requirements are met.

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


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


    The Portfolio may also invest in depositary receipts, which are
certificates evidencing ownership of shares of a foreign issuer and are
alternatives to directly purchasing the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many
of the risks associated with investing directly in foreign securities. These
risks include foreign exchange risk as well as the political and economic
risks of the underlying issuer's country. Depositary receipts may be sponsored
or unsponsored. Unsponsored receipts are established without the participation
of the issuer. Unsponsored receipts may involve higher expenses, they may not
pass-through voting and other shareholder rights, and they may be less liquid.

DERIVATIVE INVESTMENTS.  The Portfolio may purchase or sell derivative
instruments to hedge against securities price declines and currency movements,
to enhance returns and as a substitute for the purchase and sale of
securities. Transactions in derivative instruments (which derive their value
by reference to other securities, indices, instruments, or currencies) may be
conducted in the U.S. and abroad. Such transactions may include the purchase
and sale of stock index futures contracts and options on stock index futures;
the purchase of put options and the sale of call options on securities held;
equity swaps; and the purchase and sale of forward currency exchange contracts
and currency futures. Derivative transactions may be more advantageous in a
given circumstance than transactions involving securities due to more
favorable current tax treatment, lower transaction costs, or greater
liquidity. While many derivative instruments have built-in leveraging
characteristics, the Portfolio will not use them for the purpose of leverage.
The purchase and sale of derivative instruments is a highly specialized
activity that can expose the Portfolio to a significant risk of loss as
described below. The use of futures for nonhedging purposes is limited by
regulations of the Commodity Futures Trading Commission ("CFTC") as described
below. There can be no assurance that the use of derivative instruments will
be advantageous.

EQUITY SWAPS AND OTC OPTIONS.  Equity swaps and over-the-counter options
contracts will only be entered into with counterparties whose credit quality
or claims paying ability are considered to be investment grade by the
investment adviser. In addition, at the time of entering into a transaction,
the Portfolio's credit exposure to any one counterparty will be limited to 5%
or less of net assets. As described below, the Portfolio's investment in
illiquid assets, which may include certain equity swaps and over-the-counter
options, may not represent more than 15% of net assets at the time any such
illiquid assets are acquired.


FOREIGN CURRENCY TRANSACTIONS.  The value of foreign assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations. Currency exchange
rates can also be affected unpredictably by intervention by U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the U.S. or abroad. Foreign currency
exchange transactions may be conducted on a spot (i.e., cash) basis at the
spot rate prevailing in the foreign currency exchange market or through
entering into swaps, forward contracts, options or futures on currency. On
spot transactions, foreign exchange dealers do not charge a fee for
conversion, but they do realize a profit based on the difference (the
"spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency at one rate,
while offering a lesser rate of exchange should the investment adviser desire
to resell that currency to the dealer.


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


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


RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS.  Entering into a derivative
instrument involves a risk that the applicable market will move against the
position held and that a loss will result. For derivative instruments other
than purchased options, this loss may exceed the amount of the initial
investment made or the premium received. Derivative instruments may sometimes
increase or leverage exposure to a particular market risk. Leverage enhances
exposure to the price volatility of derivative instruments. Success in using
derivative instruments to hedge portfolio assets depends on the degree of
price correlation between the derivative instruments and the hedged asset.
Imperfect correlation may be caused by several factors, including temporary
price disparities among the trading markets for the derivative instrument, the
assets underlying the derivative instrument and other assets held in the
portfolio. Over-the-counter ("OTC") derivative instruments involve an enhanced
risk that the issuer or counterparty will fail to perform its contractual
obligations. Some derivative instruments are not readily marketable or may
become illiquid under adverse market conditions. In addition, during periods
of market volatility, a commodity exchange may suspend or limit trading in an
exchange-traded derivative instrument, which may make the contract temporarily
illiquid and difficult to price. Commodity exchanges may also establish daily
limits on the amount that the price of a futures contract or futures option
can vary from the previous day's settlement price. Once the daily limit is
reached, no trades may be made that day at a price beyond the limit. This may
prevent the closing out of positions and limiting losses. The staff of the
Securities and Exchange Commission (the "SEC") takes the position that certain
purchased OTC options, and assets used as cover for written OTC options, are
subject to the 15% limit on illiquid investments. The ability to terminate OTC
derivative instruments may depend on the cooperation of the counterparties to
such contracts. For thinly traded derivative instruments, the only source of
price quotations may be the selling dealer or counterparty. In addition,
certain provisions of the Code limit the extent to which derivative
instruments may be purchased and sold. Transactions in futures contracts and
related options will be entered into only to the extent such transactions are
consistent with the requirements of the Code for maintaining qualification as
a regulated investment company for federal income tax purposes.


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

    In order to hedge current or anticipated portfolio positions, futures
contracts on securities held or on securities with characteristics similar to
those of the securities held may be used. If, in the opinion of the investment
adviser, there is a sufficient degree of correlation between price trends for
the securities held and futures contracts based on other financial
instruments, securities indices or other indices, such futures contracts may
also be entered into as part of its hedging strategy.


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

SHORT SALES AGAINST-THE-BOX.  The Portfolio may sell securities short where a
Fund owns at least an equal amount of the security sold short or another
security convertible or exchangeable for an equal amount of the security sold
short without payment of further compensation (a short sale against-the-box).
In a short sale against-the-box, the short seller is exposed to the risk of
being forced to deliver appreciated stock to close the position if the
borrowed stock is called in, causing a gain to be recognized. These
transactions may also require the current recognition of taxable gain under
certain tax rules applicable to constructive sales. The investment adviser
expects normally to close short sale against-the-box transactions by
delivering newly-acquired stock. No more than 25% of assets is expected to be
subject to short-sales against-the-box at any one time.


    The ability to use short sales against-the-box, certain equity swaps and
certain equity collar strategies as a tax-efficient management technique with
respect to holdings of appreciated securities is limited to circumstances in
which the hedging transaction is closed out within thirty days after the end
of the taxable year and the underlying appreciated securities position is held
unhedged for at least the next sixty days after the hedging transaction is
closed.


ASSET COVERAGE REQUIREMENTS.  Transactions involving swaps, short sales,
forward contracts, futures contracts and options (other than options that the
Portfolio has purchased) create an obligation to another party. The Portfolio
will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities, currencies, swaps, or other
options, futures contracts or forward contracts, or (2) cash or liquid
securities (such as readily marketable common stock and money market
instruments) with a value sufficient at all times to cover its potential
obligations not covered as provided in (1) above. (Only the net obligations of
a swap will be covered.) The Portfolio will comply with SEC guidelines
regarding cover for these instruments and, if the guidelines so require, set
aside cash or liquid securities in a segregated account with its custodian in
the prescribed amount. The securities in the segregated account will be marked
to market daily.


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


LENDING PORTFOLIO SECURITIES.  Each Fund may seek to earn income by lending
portfolio securities to broker-dealers or other institutional borrowers. As
with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the securities loaned if the borrower of the securities
fails financially. However, the loans will be made only to organizations
deemed by the investment adviser to be sufficiently creditworthy and when, in
the judgment of the investment adviser, the consideration which can be earned
from securities loans of this type, net of administrative expenses and
finders' fees, justifies the attendant risk. Under present regulatory policies
of the SEC, securities loans are required to be secured continuously by
collateral in cash, cash equivalents or U.S. Government securities held by the
custodian and maintained on a current basis at an amount at least equal to the
market value of the securities loaned, which will be marked to market daily.
Cash equivalents include certificates of deposit, commercial paper and other
short-term money market instruments. Securities will be loaned only to
borrowers whose credit quality or claims paying ability is considered to be
investment grade by the investment adviser. The financial condition of the
borrower will be monitored by the investment adviser on an ongoing basis. If a
borrower of securities defaults on a securities loan, the lender (i.e., the
Portfolio) will, under proposed Treasury Regulations, be considered to have
disposed of the securities in a taxable transaction. Delays may be experienced
in the recovery or loss of rights in loaned securities if a borrower of
securities fails financially. The lender of the securities would continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and would also receive a fee, or all or a portion of the
interest on investment of the collateral. The lender of the securities would
have the right to call a loan and obtain the securities loaned at any time on
up to five business days' notice. The lender would not have the right to vote
any securities having voting rights during the existence of a loan, but could
call the loan in anticipation of an important vote to be taken among holders
of the securities or the giving or withholding of their consent on a material
matter affecting the investment. Securities lending involves administrative
expenses, including finders' fees. If the investment adviser decides to make
securities loans, it is intended that the value of the securities loaned would
not exceed one-third of the Portfolio's total assets.

TEMPORARY INVESTMENTS.  Under unusual market conditions, the Portfolio may
invest temporarily in cash or cash equivalents. Cash equivalents are highly
liquid, short-term securities such as commercial paper, certificates of
deposit, short-term notes and short-term U.S. Government obligations.

PORTFOLIO TURNOVER.  The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally be lower than that of most other emerging growth funds, except to
the extent the Portfolio sells securities in order to generate capital losses.
Selling securities to generate capital losses will increase the Portfolio's
turnover rate, resulting in more commission. For the portfolio turnover rate
of the Portfolio, see "Financial Highlights" in the "Financial Statements."


                           INVESTMENT RESTRICTIONS


    The following investment restrictions of each Fund 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 SAI means the lesser of (a) 67% of the shares of the Fund present
or represented by proxy at a meeting if the holders of more than 50% of the
outstanding shares are present or represented at the meeting or (b) more than
50% of the outstanding shares of the Fund. Accordingly, the Fund may not:


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

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

        (3) Engage in the underwriting of securities;

        (4) Buy or sell real estate (although it may purchase and sell
    securities which are secured by real estate and securities of companies
    which invest or deal in real estate), commodities or commodity contracts
    for the purchase or sale of physical commodities;

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

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


        (7) Concentrate its investments in any particular industry, but, if
    deemed appropriate for the Fund's objective, up to (but less than) 25% of
    the value of its assets may be invested in any one industry.

    Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company (a
Portfolio) with substantially the same investment objective, policies and
restrictions as the Fund; moreover, subject to Trustee approval, the Fund may
invest its investable assets in other open-end management investment companies
in the same group of investment companies with the same placement agent or
investment adviser as the Fund (or an affiliate thereof) if, with respect to
such assets, the other companies' permitted investments are substantially the
same as those of the Fund. Notwithstanding the investment policies and
restrictions of the Portfolio, the Portfolio may invest part of its assets in
another investment company consistent with the 1940 Act.

    The Fund and the Portfolio have adopted the following investment policies
which may be changed by the Trustees with respect to the Fund without
shareholder approval or with respect to the Portfolio without approval of the
Fund or its other investors. The Fund and the Portfolio will not:

        (a) invest more than 15% of its net assets in investments which are
    not readily marketable, including restricted securities and repurchase
    agreements with a maturity longer than seven days. Restricted securities
    for the purposes of this limitation do not include securities eligible for
    resale pursuant to Rule 144A under the Securities Act of 1933 and
    commercial paper issued pursuant to Section 4(2) of said Act that the
    Board of Trustees of the Trust or the Portfolio, or their delegate,
    determines to be liquid. Any such determination by a delegate will be made
    pursuant to procedures adopted by the Board. If the Fund or Portfolio
    invests in Rule 144A Securities, the level of portfolio illiquidity may be
    increased to the extent that eligible buyers become uninterested in
    purchasing such securities; or


        (b) sell or contract to sell any security which it does not own unless
    by virtue of its ownership of other securities it has at the time of sale
    a right to obtain securities equivalent in kind and amount to the
    securities sold and provided that if such right is conditional the sale is
    made upon the same conditions.


    Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, such percentage limitation shall be
determined immediately after and as a result of the Portfolio'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
Portfolio to dispose of such security or other asset. Notwithstanding the
foregoing, under normal market conditions. The Portfolio must take action to
comply with its policy of investing at least 65% of total assets in equity
securities of emerging growth companies.  Moreover, the Fund and the Portfolio
must always be in compliance with the limitation on investing in illiquid
securities and the borrowing policies set forth above.


                         MANAGEMENT AND ORGANIZATION


FUND MANAGEMENT.  The Trustees of the Trust are responsible for the overall
management and supervision of the Trust's affairs. The Trustees and officers
of the Trust and the Portfolio are listed below. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Unless otherwise noted, the business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. Those Trustees who are "interested persons" of the Trust
or the Portfolio, as defined in the 1940 Act, are indicated by an asterisk(*).

JAMES B. HAWKES (59), President and Trustee*
Chairman, President and Chief Executive Officer of Eaton Vance, BMR and their
  corporate parent and trustee (EVC and EV); Director of EVC and EV. Trustee
  and officer of various investment companies managed by Eaton Vance or BMR.

JESSICA M. BIBLIOWICZ (40), Trustee*
President and Chief Executive Officer of National Financial Partners (a
  financial services company) (since April, 1999). President and Chief
  Operating Officer of John A. Levin & Co. (a registered investment advisor)
  (July, 1997 to April, 1999) and a Director of Baker, Fentress & Company
  which owns John A. Levin & Co. (July, 1997 to April, 1999). Formerly
  Executive Vice President of Smith Barney Mutual Funds (from July, 1994 to
  June, 1997). Elected Trustee October 30, 1998. Trustee of various investment
  companies managed by Eaton Vance or BMR since October 30, 1998.
Address: 1301 Avenue of the Americas, New York, NY 10019

DONALD R. DWIGHT (69), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
  company). Trustee/Director of the Royce Funds (mutual funds). Trustee of
  various investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768


SAMUEL L. HAYES, III (65), Trustee
Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University
  Graduate School of Business Administration. Trustee of the Kobrick
  Investment Trust (mutual funds). Trustee of various investment companies
  managed by Eaton Vance or BMR.
Address: 345 Nahatan Road, Westwood, Massachusetts 02090


NORTON H. REAMER (64), Trustee
Chairman and Chief Operating Officer, Hellman, Jordan Management Co.
  President, Jordan Simmons Capital LLC and Unicorn. Formerly 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). Trustee of various
  investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

LYNN A. STOUT (43), Trustee
Professor of Law, Georgetown University Law Center. Elected Trustee October
  30, 1998. Trustee of various investment companies managed by Eaton Vance or
  BMR since October 30, 1998.
Address: 600 New Jersey Avenue, NW, Washington, DC 20001


JACK L. TREYNOR (70), Trustee
Investment adviser and Consultant. Trustee of various investment companies
  managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274


WILLIAM H. AHERN, JR. (41), Vice President of the Trust
Assistant Vice President of BMR and Eaton Vance. Officer of various investment
  companies managed by Eaton Vance or BMR.

THOMAS J. FETTER (57), Vice President of the Trust
Vice President of BMR, Eaton Vance and EV. Officer of various investment
  companies managed by Eaton Vance or BMR.

ARMIN J. LANG (36), Vice President of the Trust
Vice President of Eaton Vance. Prior to joining Eaton Vance in 1998, he was an
  international equity portfolio manager and quantitative strategist at
  Standish, Ayre & Wood.

MICHAEL R. MACH (53), Vice President of the Trust
Vice President of Eaton Vance and BMR. Prior to joining Eaton Vance in
  December 1999, he was a Managing Director and Senior Analyst for Robertson
  Stephens (1998-1999), Managing Director and Senior Analyst for Piper Jaffray
  (1996-1998), and Senior Vice President and Senior Analyst for Putnam
  Investments (1989-1996). Officer of various investment companies managed by
  Eaton Vance or BMR.


ROBERT B. MACINTOSH (43), Vice President
Vice President of Eaton Vance and BMR. Officer of various investment companies
  managed by Eaton Vance or BMR.


EDWARD E. SMILEY, JR. (56), Vice President
Vice President of Eaton Vance and BMR since November 1996. Previously, he was
  a Senior Product Manager, equity management for TradeStreet Investment
  Associates, Inc., a wholly-owned subsidiary of NationsBank. Officer of
  various investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (55), Treasurer
Vice President of Eaton Vance and BMR. Officer of various investment companies
  managed by Eaton Vance or BMR.

ALAN R. DYNNER (60), Secretary
Vice President, Secretary and Chief Legal Officer of Eaton Vance, BMR and EVC.
  Prior to joining Eaton Vance on November 1, 1996, 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.

JANET E. SANDERS (65), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance and BMR. Officer of various investment companies
  managed by Eaton Vance or BMR.

A. JOHN MURPHY (38), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
  managed by Eaton Vance or BMR.

ERIC G. WOODBURY (43), Assistant Secretary
Vice President of BMR and Eaton Vance. Officer of various investment companies
  managed by Eaton Vance or BMR.

    The Nominating Committee of the Board of Trustees of the Trust and the
Portfolio is comprised of the Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("noninterested Trustees"). 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. Hayes (Chairman), Dwight and Reamer and Ms. Stout are members of
the Special Committee of the Board of Trustees of the Trust and of the
Portfolio. 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 and the Portfolio,
including investment advisory (Portfolio only), 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, the Portfolio or investors
therein.

    Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of the Trust and of the Portfolio. The
Audit Committee's functions include making recommendations to the Trustees
regarding the selection of the independent certified public accountants, and
reviewing matters relative to accounting and auditing practices and
procedures, accounting records and internal accounting controls of the Trust,
the Portfolio and certain of their service providers.

    Trustees of the Portfolio 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 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 Portfolio's assets, liabilities, and net
income per share, and will not obligate the Portfolio to retain the services
of any Trustee or obligate the Portfolio to pay any particular level of
compensation to the Trustees. Neither the Portfolio nor the Trust has a
retirement plan for its Trustees.

    The fees and expenses of the noninterested Trustees of the Trust and of
the Portfolio are paid by the Fund (and the other series of the Trust) and of
the Portfolio, respectively. (The Trustees of the Trust and of the Portfolio
who are members of the Eaton Vance organization receive no compensation from
the Trust or the Portfolio.) During the fiscal year ended October 31, 2001, it
is estimated that the noninterested Trustees of the Portfolio will earn the
following compensation in their capacities as Trustees of the Portfolio and,
for the year ended December 31, 2000, earned the following compensation in
their capacities as Trustees of the Trust and of the funds in the Eaton Vance
fund complex(1):

<TABLE>
<CAPTION>
                 SOURCE OF                    JESSICA M.     DONALD R.      SAMUEL L.      NORTON H.      LYNN A.         JACK L.
               COMPENSATION                   BIBLIOWICZ       DWIGHT       HAYES, III       REAMER        STOUT          TREYNOR
               ------------                   ----------       ------       ----------       ------        -----          -------
<S>                                            <C>            <C>           <C>             <C>           <C>            <C>
Trust(2) ..................................    $              $              $              $             $              $
Portfolio* ................................          29             29             29             29            29             29
Trust and Fund Complex ....................                           (3)                                         (4)

----------
*  Estimated
(1) As of March 31, 2001, the Eaton Vance Fund complex consists of registered investment companies or series thereof.
(2) The Trust consisted of    Funds as of December 31, 2000.
(3) Includes $       of deferred compensation.
(4) Includes $       of deferred compensation.
</TABLE>

ORGANIZATION. The Fund is a series of the Trust, which was organized under
Massachusetts law on August 17, 1993, and is operated as an open-end management
investment company. The Trust may issue an unlimited number of shares of
beneficial interest (no par value per share) in one or more series (such as the
Fund). The Trustees of the Trust have divided the shares of the Fund into
multiple classes. Each class represents an interest in the Fund, but is subject
to different expenses, rights and privileges. The Trustees have the authority
under the Declaration of Trust to create additional classes of shares with
differing rights and privileges. When issued and outstanding, shares are fully
paid and nonassessable by the Trust. Shareholders are entitled to one vote for
each full share held. Fractional shares may be voted proportionately. Shares of
the Fund will be voted together except that only shareholders of a particular
class may vote on matters affecting only that class. Shares have no preemptive
or conversion rights and are freely transferable. In the event of the
liquidation of the Fund, shareholders of each class are entitled to share pro
rata in the net assets attributable to that class available for distribution to
shareholders.

    The Trustees of the Trust have considered the advantages and disadvantages
of investing the assets of the Fund in the Portfolio, as well as the
advantages and disadvantages of the two-tier format. The Trustees believe that
the structure offers opportunities for growth in the assets of the Portfolio,
may afford the potential for economies of scale for the Fund and may over time
result in lower expenses for 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 Trust's By-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him
from that office either by a written declaration filed with the Trust's
custodian or by votes cast at a meeting called for that purpose. The By-laws
further provide that under certain circumstances the shareholders may call a
meeting to remove a Trustee and that the Trust is required to provide
assistance in communicating with shareholders about such a meeting.


    The Declaration of Trust may be amended by the Trustees when authorized by
vote of a majority of the outstanding voting securities of the Trust, the
financial interests of which are affected by the amendment. The Trustees may
also amend the Declaration of Trust without the vote or consent of
shareholders to change the name of the Trust or any series or to make such
other changes (such as reclassifying series or classes of shares or
restructuring the Trust) as do not have a materially adverse effect on the
rights or interests of shareholders or if they deem it necessary to conform it
to applicable federal or state laws or regulations. The Trust's By-laws
provide that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with any litigation or
proceeding in which they may be involved because of their offices with the
Trust. However, no indemnification will be provided to any Trustee or officer
for any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. The Trust or any series or class
thereof may be terminated by: (1) the affirmative vote of the holders of not
less than two-thirds of the shares outstanding and entitled to vote at any
meeting of shareholders of the Trust or the appropriate series or class
thereof, or by an instrument or instruments in writing without a meeting,
consented to by the holders of two-thirds of the shares of the Trust or a
series or class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a series or class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed by a majority of the Trustees, to be followed by a written notice to
shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or a series or a class thereof is not in the best
interest of the Trust, such series or class or of their respective
shareholders.


    Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such
liability has been imposed. The Trust's Declaration of Trust contains an
express disclaimer of liability on the part of the Fund shareholders and the
Trust's By-laws provide that the Trust shall assume the defense on behalf of
any Fund shareholders. The Declaration of Trust 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.


    The Portfolio was organized as a trust under the laws of the state of New
York on June 22, 1998 and intends to be treated as a partnership for federal
tax purposes. In accordance with the Declaration of Trust of the Portfolio,
there will normally be no meetings of the investors for the purpose of
electing Trustees unless and until such time as less than a majority of the
Trustees of the Portfolio holding office have been elected by investors. In
such an event the Trustees of the Portfolio then in office will call an
investors' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the investors in accordance with
the Portfolio's Declaration of Trust, the Trustees shall continue to hold
office and may appoint successor Trustees.

    The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with
the Portfolio's custodian or by votes cast at a meeting called for that
purpose. The Declaration of Trust further provides that under certain
circumstances the investors may call a meeting to remove a Trustee and that
the Portfolio is required to provide assistance in communicating with
investors about such a meeting.

    The Portfolio's Declaration of Trust provides that the Fund and other
entities permitted to invest in the Portfolio (e.g., other U.S. and foreign
investment companies, and common and commingled trust funds) will each be
liable for all obligations of the Portfolio. However, the risk of the Fund
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio
itself is unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund investing in the Portfolio.

    Whenever the Fund as an investor in a Portfolio is requested to vote on
matters pertaining to the Portfolio (other than the termination of the
Portfolio's business, which may be determined by the Trustees of the Portfolio
without investor approval), the Fund will hold a meeting of Fund shareholders
and will vote its interest in the Portfolio for or against such matters
proportionately to the instructions to vote for or against such matters
received from Fund shareholders. The Fund shall vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it receives voting instructions. Other investors in the Portfolio may alone or
collectively acquire sufficient voting interests in the Portfolio to control
matters relating to the operation of the Portfolio, which may require the Fund
to withdraw its investment in the Portfolio or take other appropriate action.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund. Notwithstanding the above, there are other
means for meeting shareholder redemption requests, such as borrowing.

    The Fund may withdraw (completely redeem) all its assets from the
Portfolio at any time if the Board of Trustees of the Trust determines that it
is in the best interest of the Fund to do so. In the event the Fund withdraws
all of its assets from the Portfolio, or the Board of Trustees of the Trust
determines that the investment objective of the Portfolio is no longer
consistent with the investment objective of the Fund, the Trustees would
consider what action might be taken, including investing the assets of the
Fund in another pooled investment entity or retaining an investment adviser to
manage the Fund's assets in accordance with its investment objective. The
Fund's investment performance may be affected by a withdrawal of all its
assets (or the assets of another investor in the Portfolio) from the
Portfolio.


               INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES


INVESTMENT ADVISORY SERVICES.  BMR manages the investments of the Portfolio
and provides related office facilities subject to the supervision of the
Portfolio's Board of Trustees. BMR furnishes to the Portfolio investment
research, advice and supervision, furnishes an investment program and
determines what securities will be purchased, held or sold by the Portfolio
and what portion, if any, of the Portfolio's assets will be held uninvested.
The Investment Advisory Agreement requires BMR to pay the salaries and fees of
all officers and Trustees of the Portfolio who are members of the BMR
organization and all personnel of BMR performing services relating to research
and investment activities.

    For a description of the compensation the Portfolio pays BMR under the
Investment Advisory Agreement on average daily net assets up to $500 million,
see the prospectus. On net assets of $500 million and over the annual fee is
reduced and the advisory fee is computed as follows:


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


    Prior to February  , 2001, the Fund retained Eaton Vance to manage its
assets under an advisory agreement substantially identical to the Portfolio's
advisory agreement with BMR. As of October 31, 2000, the Fund had net assets
of $           . For the fiscal years ended October 31, 2000, 1999 and 1998,
Eaton Vance earned advisory fees of $       , $932,128 and $390,191,
respectively (equivalent to     %, 0.63% and 0.63%, respectively, of the
Fund's average daily net assets for each such period).

    The Investment Advisory Agreement with BMR continues in effect from year
to year so long as such continuance is approved at least annually (i) by the
vote of a majority of the noninterested Trustees of the Portfolio cast in
person at a meeting specifically called for the purpose of voting on such
approval and (ii) by the Board of Trustees of the Portfolio or by vote of a
majority of the outstanding voting securities of the Portfolio. The Agreement
may be terminated at any time without penalty on sixty days' written notice by
the Board of Trustees of either party or by vote of the majority of the
outstanding voting securities of the Portfolio, and the Agreement will
terminate automatically in the event of its assignment. The Agreement provides
that the investment adviser may render services to others. The Agreement also
provides that BMR shall not be liable for any loss incurred in connection with
the performance of its duties, or action taken or omitted under that
Agreement, in the absence of willful misfeasance, bad faith, gross negligence
in the performance of its duties or by reason of its reckless disregard of its
obligations and duties thereunder, or for any losses sustained in the
acquisition, holding or disposition of any security or other investment.

ADMINISTRATIVE SERVICES.  As indicated in the Prospectus, Eaton Vance serves
as Administrator of the Fund, but currently receives no compensation for
providing administrative services to the Fund. Under its agreement with the
Trust, Eaton Vance has been engaged to administer the Fund's affairs, subject
to the supervision of the Trustees of the Trust, and shall furnish for the use
of the Fund office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Fund.

INFORMATION ABOUT BMR AND EATON VANCE.  BMR and Eaton Vance are business
trusts organized under Massachusetts law. Eaton Vance, Inc. ("EV") serves as
trustee of BMR and Eaton Vance. BMR, Eaton Vance and EV are wholly-owned
subsidiaries of Eaton Vance Corporation ("EVC"), a Maryland corporation and
publicly-held holding company. EVC through its subsidiaries and affiliates
engages primarily in investment management, administration and marketing
activities. The Directors of EVC are James B. Hawkes, John G.L. Cabot, Leo I.
Higdon, Jr., John M. Nelson, Vincent M. O'Reilly and Ralph Z. Sorenson. All of
the issued and outstanding shares of Eaton Vance 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 Mr. Hawkes, Jeffrey P. Beale, Alan R. Dynner,
Thomas E. Faust, Jr., Thomas J. Fetter, Scott H. Page, Duncan W. Richardson,
William M. Steul, Payson F. Swaffield, Michael W. Weilheimer and Wharton P.
Whitaker (all of whom are officers of Eaton Vance). 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 BMR and Eaton Vance who are also officers, or
officers and Directors of EVC and EV. As indicated under "Management and
Organization", all of the officers of the Trust (as well as Mr. Hawkes who is
also a Trustee) hold positions in the Eaton Vance organization.

    The investment adviser and the Fund and the Portfolio have adopted Codes
of Ethics governing personal securities transactions. Under the Codes, Eaton
Vance employees may purchase and sell securities (including securities held by
the Portfolio subject to certain pre-clearance and reporting requirements and
other procedures.

EXPENSES.  The Fund and the Portfolio are each responsible for all expenses
not expressly stated to be payable by another party (such as the investment
adviser under the Investment Advisory Agreement, Eaton Vance under the
Administrative Services Agreement or the principal underwriter under the
Distribution Agreement). In the case of expenses incurred by the Trust, the
Fund is responsible for its pro rata share of those expenses. The only
expenses of the Fund allocated to a particular class are those incurred under
the Distribution or Service Plan applicable to that class and those resulting
from the fee paid to the principal underwriter for repurchase transactions.


                           OTHER SERVICE PROVIDERS


PRINCIPAL UNDERWRITER. Eaton Vance Distributors, Inc. ("EVD"), The Eaton Vance
Building, 255 State Street, Boston, MA 02109, is the Fund's principal
underwriter. The principal underwriter acts as principal in selling shares under
a Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares and other selling literature and of
advertising are borne by the principal underwriter. The fees and expenses of
qualifying and registering and maintaining qualifications and registrations of
the Fund and its shares under federal and state securities laws are borne by the
Fund. The Distribution Agreement as it applies to Class A shares is renewable
annually by the Board of Trustees of the Trust (including a majority of the
noninterested Trustees) may be terminated on six months' notice by either party
and is automatically terminated upon assignment. The Distribution Agreement as
it applies to Class B and Class C shares is renewable annually by the Trust's
Board of Trustees (including a majority of the noninterested Trustees who have
no direct or indirect financial interest in the operation of the Distribution
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 shares of
the relevant class or on six months' notice by the principal underwriter and is
automatically terminated upon assignment. The principal underwriter distributes
shares on a "best efforts" basis under which it is required to take and pay for
only such shares as may be sold. The principal underwriter allows investment
dealers discounts from the applicable public offering price which are alike for
all investment dealers. See "Sales Charges." EVD is a wholly-owned subsidiary of
EVC. Mr. Hawkes is a Vice President and Director and Messrs. Dynner and O'Connor
are Vice Presidents of EVD.

CUSTODIAN. Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
MA 02116, serves as custodian to the Fund and Portfolio. IBT has the custody of
all cash and securities representing the Fund's interest in the Portfolio, has
custody of the Portfolio's assets, maintains the general ledger of the Portfolio
and the Fund and computes the daily net asset value of interests in the
Portfolio and the net asset value of shares of the Fund. In such capacity it
attends to details in connection with the sale, exchange, substitution, transfer
or other dealings with the Portfolio's investments, receives and disburses all
funds and performs various other ministerial duties upon receipt of proper
instructions from the Trust and the Portfolio. IBT also provides services in
connection with the preparation of shareholder reports and the electronic filing
of such reports with the SEC. EVC and its affiliates and their officers and
employees from time to time have transactions with various banks, including 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 or the Portfolio and such banks.

INDEPENDENT ACCOUNTANTS. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA
02116, are the independent accountants of the Funds and the Portfolio, providing
audit services, tax return preparation, and assistance and consultation with
respect to the preparation of filings with the SEC.

TRANSFER AGENT. PFPC Global Fund Services, P.O. Box 9653, Providence, RI
02904-9653, serves as transfer and dividend disbursing agent for the Fund.


                       PURCHASING AND REDEEMING SHARES


CALCULATION OF NET ASSET VALUE. The net asset value of the Portfolio is computed
by IBT (as agent and custodian for the Portfolio) by subtracting the liabilities
of the Portfolio from the value of its total assets. The Fund and the Portfolio
will be closed for business and will not price their respective shares or
interests 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.

    Each investor in the Portfolio, including the Fund, may add to or reduce
its investment in the Portfolio on each day the Exchange is open for trading
("Portfolio Business Day") as of the close of regular trading on the Exchange
(the "Portfolio Valuation Time"). The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the
Portfolio by the percentage, determined on the prior Portfolio Business Day,
which represented that investor's share of the aggregate interests in the
Portfolio on such prior day. Any additions or withdrawals for the current
Portfolio Business Day will then be recorded. Each investor's percentage of
the aggregate interest in the Portfolio will then be recomputed as the
percentage equal to a fraction (i) the numerator of which is the value of such
investor's investment in the Portfolio as of the close of Portfolio Valuation
Time on the prior Portfolio Business Day plus or minus, as the case may be,
that amount of any additions to or withdrawals from the investor's investment
in the Portfolio on the current Portfolio Business Day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of
the Portfolio Valuation Time on the prior Portfolio Business Day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investment in the Portfolio on the current Portfolio
Business Day by all investors in the Portfolio. The percentage so determined
will then be applied to determine the value of the investor's interest in the
Portfolio for the current Portfolio Business Day.

    The Trustees of the Trust have established the following procedures for
the fair valuation of the Portfolio's assets under normal market conditions.
Securities listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System generally are valued at the last sale prices or, if
there were no sales on a particular day, at the mean between the closing bid
and asked prices therefor on the exchange where such securities are
principally traded or on such National Market System. Unlisted or listed
securities for which closing sale prices are not available are valued at the
mean between the latest bid and asked prices. An option is valued at the last
sale price as quoted on the principal exchange or board of trade on which such
option or contract is traded, or in the absence of a sale, at the mean between
the last bid and asked prices. Futures positions on securities or currencies
are generally valued at closing settlement prices. Short-term debt securities
with a remaining maturity of 60 days or less are valued at amortized cost. If
securities were acquired with a remaining maturity of more than 60 days, their
amortized cost value will be based on their value on the sixty-first day prior
to maturity. Other fixed income and debt securities, including listed
securities and securities for which price quotations are available, will
normally be valued on the basis of valuations furnished by a pricing service.
All other securities are valued at fair value as determined in good faith by
or at the direction of the Trustees.

    Generally, trading in the foreign securities owned by the Portfolio is
substantially completed each day at various times prior to the close of the
Exchange. The values of these securities used in determining the net asset
value of the Portfolio's shares generally are computed as of such times.
Occasionally, events affecting the value of foreign securities may occur
between such times and the close of the Exchange which will not be reflected
in the computation of the Fund's net asset value (unless the Portfolio deems
that such events would materially affect its net asset value, in which case an
adjustment would be made and reflected in such computation). Foreign
securities and currency held by the Portfolio will be valued in U.S. dollars;
such values will be computed by the custodian based on foreign currency
exchange rate quotations supplied by an independent quotation service.

ADDITIONAL INFORMATION ABOUT PURCHASES. Fund shares are continuously offered
through investment dealers which have entered agreements with the principal
underwriter. The public offering price is the net asset value next computed
after receipt of the order, plus, in the case of Class A shares, a variable
percentage (sales charge) depending upon the amount of purchase as indicated by
the sales charge table set forth in the prospectus. The sales charge is divided
between the principal underwriter and the investment dealer. The sales charge
table is applicable to purchases of the Fund alone or in combination with
purchases of certain other funds offered by the principal underwriter, made at a
single time by (i) an individual, or an individual, his spouse and their
children under the age of twenty-one, purchasing shares for his or their own
account, and (ii) a trustee or other fiduciary purchasing shares for a single
trust estate or a single fiduciary account. The table is also presently
applicable to (1) purchases of Class A shares pursuant to a written Statement of
Intention; or (2) purchases of Class A shares pursuant to the Right of
Accumulation and declared as such at the time of purchase. See "Sales Charges."

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

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

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as administrator, in exchange for
Fund shares. The minimum value of securities (or securities and cash) accepted
for deposit is $5,000. BMR may request that the Portfolio retain the securities
for investment purposes. The number of Fund shares to be issued to an investor
exchanging securities that are retained by the Portfolio will be the value of
the securities, as determined by the Portfolio's valuation procedures, divided
by the applicable public offering price per Fund share on the day such
securities are accepted. Securities accepted for exchange may also be sold for
the account of their owner on the day of their receipt or as soon thereafter as
possible. The number of Fund shares to be issued in exchange for securities will
be the aggregate proceeds from the sale of such securities, divided by the
applicable public offering price of Class A shares or net asset value of Class B
and Class C shares on the day such proceeds are received. Eaton Vance will use
reasonable efforts to obtain the then current market price for such securities
but does not guarantee the best available price. Eaton Vance will absorb any
transaction costs, such as commissions, on the sale of securities. Securities
determined to be acceptable should be transferred via book entry or physically
delivered, in proper form for transfer, through an investment dealer, together
with a completed and signed Letter of Transmittal in approved form (available
from investment dealers). Investors who are contemplating an exchange of
securities for shares, or their representatives, must contact Eaton Vance to
determine whether the securities are acceptable before forwarding such
securities. Eaton Vance reserves the right to reject any securities. Exchanging
securities for shares may create a taxable gain or loss. Each investor should
consult his or her tax adviser with respect to the particular federal, state and
local tax consequences of exchanging securities.

ADDITIONAL INFORMATION ABOUT REDEMPTIONS. 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 a Portfolio 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.


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

SYSTEMATIC WITHDRAWAL PLAN.  The transfer agent will send to the shareholder
regular monthly or quarterly payments of any permitted amount designated by
the shareholder based upon the value of the shares held. The checks will be
drawn from share redemptions and hence, may require the recognition of taxable
gain or loss. Income dividends and capital gains distributions in connection
with withdrawal plan accounts will be credited at net asset value as of the
record date for each distribution. Continued withdrawals in excess of current
income will eventually use up principal, particularly in a period of declining
market prices.  A shareholder may not have a withdrawal plan in effect at the
same time he or she has authorized Bank Automated Investing or is otherwise
making regular purchases of Fund shares. The shareholder, the transfer agent
or the principal underwriter will be able to terminate the withdrawal plan at
any time without penalty.

                                SALES CHARGES

DEALER COMMISSIONS. The principal underwriter may, from time to time, at its own
expense, provide additional incentives to investment dealers which employ
registered representatives who sell Fund shares and/or shares of other funds
distributed by the principal underwriter. In some instances, such additional
incentives may be offered only to certain investment dealers whose
representatives sell or are expected to sell significant amounts of shares. In
addition, the principal underwriter may from time to time increase or decrease
the sales commissions payable to investment dealers. The principal underwriter
may allow, upon notice to all investment dealers with whom it has agreements,
discounts up to the full sales charge during the periods specified in the
notice. During periods when the discount includes the full sales charge, such
investment dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.


SALES CHARGE WAIVERS. Class A shares may be sold at net asset value to current
and retired Directors and Trustees of Eaton Vance funds, including the
Portfolio; to clients and current and retired officers and employees of Eaton
Vance, its affiliates and other investment advisers of Eaton Vance sponsored
funds; to officers and employees of IBT and the transfer agent; to persons
associated with law firms, consulting firms, and others providing services to
Eaton Vance and the Eaton Vance funds; and to such persons' spouses, parents,
siblings and children and their beneficial accounts. Such shares may also be
issued at net asset value (1) in connection with the merger of an investment
company (or series or class thereof) with the Fund (or class thereof), (2) to
investors making an investment as part of a fixed fee program whereby an entity
unaffiliated with the investment adviser provides multiple investment services,
such as management, brokerage and custody, and (3) to investment advisors,
financial planners or other intermediaries who place trades for their own
accounts or the accounts of their clients and who charge a management,
consulting or other fee for their services; clients of such investment advisors,
financial planners or other intermediaries who place trades for their own
accounts if the accounts are linked to the master account of such investment
advisor, financial planner or other intermediary on the books and records of the
broker or agent. Class A shares may also be sold at net asset value to
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code") and "rabbi trusts".
Class A shares may be sold at net asset value to any investment advisory,
agency, custodial or trust account managed or administered by Eaton Vance or by
any parent, subsidiary or other affiliate of Eaton Vance. Class A shares are
offered at net asset value to the foregoing persons and in the foregoing
situations because either (i) there is no sales effort involved in the sale of
shares or (ii) the investor is paying a fee (other than the sales charge) to the
investment dealer involved in the sale.

    The CDSC applicable to Class B shares will be waived in connection with
minimum required distributions from tax-sheltered retirement plans by applying
the rate required to be withdrawn under the applicable rules and regulations
of the Internal Revenue Service to the balance of Class B shares in your
account. Any new or revised CDSC waivers will be prospective only.

STATEMENT OF INTENTION. If it is anticipated that $50,000 or more of Class A
shares and shares of other funds exchangeable for Class A shares of another
Eaton Vance fund will be purchased within a 13-month period, the Statement of
Intention section of the account application should be completed so that shares
may be obtained at the same reduced sales charge as though the total quantity
were invested in one lump sum. Shares held under Right of Accumulation (see
below) as of the date of the Statement will be included toward the completion of
the Statement. If you make a Statement of Intention the transfer agent is
authorized to hold in escrow sufficient shares (5% of the dollar amount
specified in the Statement) which can be redeemed to make up any difference in
sales charge on the amount intended to be invested and the amount actually
invested. A Statement of Intention does not obligate the shareholder to purchase
or the Fund to sell the full amount indicated in the Statement.


    If the amount actually purchased during the 13-month period is less than
that indicated in the Statement, the shareholder will be requested to pay the
difference between the sales charge applicable to the shares purchased and the
sales charge paid under the Statement of Intention. If the payment is not
received in 20 days, the appropriate number of escrowed shares will be
redeemed in order to realize such difference. If the total purchases during
the 13-month period are large enough to qualify for a lower sales charge than
that applicable to the amount specified in the Statement, all transactions
will be computed at the expiration date of the Statement to give effect to the
lower sales charge. Any difference will be refunded to the shareholder in cash
or applied to the purchase of additional shares, as specified by the
shareholder. This refund will be made by the investment dealer and the
principal underwriter. If at the time of the recomputation, the investment
dealer for the account has changed, the adjustment will be made only on those
shares purchased through the current investment dealer for the account.

RIGHT OF ACCUMULATION. The applicable sales charge level for the purchase of
Class A shares is calculated by taking the dollar amount of the current purchase
and adding it to the value (calculated at the maximum current offering price) of
the Class A shares the shareholder owns in his or her account(s) in the Fund,
and shares of other funds exchangeable for Class A shares. The sales charge on
the shares being purchased will then be at the rate applicable to the aggregate.
Shares purchased (i) by an individual, his or her spouse and their children
under the age of twenty-one, and (ii) by a trustee, guardian or other fiduciary
of a single trust estate or a single fiduciary account, will be combined for the
purpose of determining whether a purchase will qualify for the Right of
Accumulation and if qualifying, the applicable sales charge level. For any such
discount to be made available, at the time of purchase a purchaser or his or her
investment dealer must provide the principal underwriter (in the case of a
purchase made through an investment dealer) or the transfer agent (in the case
of an investment made by mail) with sufficient information to permit
verification that the purchase order qualifies for the accumulation privilege.
Confirmation of the order is subject to such verification. The Right of
Accumulation privilege may be amended or terminated at any time as to purchases
occurring thereafter.

EXCHANGE PRIVILEGE. In addition to exchanges into the same class of another
Eaton Vance fund, Class B shares may be exchanged for shares of a money market
fund sponsored by an investment dealer and approved by the principal underwriter
(an "investment dealer fund"). For purposes of calculating the CDSC applicable
to investment dealer fund shares acquired in an exchange, the CDSC schedule
applicable to the exchanged shares will apply and the purchase of investment
dealer fund shares is deemed to have occurred at the time of the original
purchase of the exchanged shares, except that the time during which a
shareholder holds such investment dealer fund shares will not be credited toward
completion of the CDSC period.

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


DISTRIBUTION AND SERVICE PLANS. The Trust has in effect a Service Plan (the
"Class A Plan") for the Fund's Class A shares that is designed to meet the
service fee requirements of the sales charge rule of the National Association of
Securities Dealers, Inc. (the "NASD"). (Management believes service fee payments
are not distribution expenses governed by Rule 12b-1 under the 1940 Act, but has
chosen to have the Plan approved as if that Rule were applicable.) The Class A
Plan provides that each Class A may make service fee payments for personal
services and/or the maintenance of shareholder accounts to the principal
underwriter, investment dealers and other persons in amounts not exceeding .25%
of its average daily net assets for any fiscal year. For the service fees paid
by Class A shares, see Appendix A.


    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
each Fund's Class B and Class C shares. 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. The Class B and Class C Plans provide that each Fund will pay sales
commissions and distribution fees to the principal underwriter only after and
as a result of the sale of shares. On each sale of shares (excluding
reinvestment of distributions), each Fund will pay the principal underwriter
amounts representing (i) sales commissions equal to 5% for Class B shares and
6.25% for Class C shares of the amount received by the Fund for each share
sold and (ii) distribution fees calculated by applying the rate of 1% over the
prime rate then reported in The Wall Street Journal to the outstanding balance
of uncovered distribution charges (as described below) of the principal
underwriter. To pay these amounts, 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 and for interest expenses. For sales
of Class B shares, the principal underwriter uses its own funds to pay sales
commissions (except on exchange transactions and reinvestments) to investment
dealers at the time of sale equal to 4% of the purchase price of the Class B
shares sold by such dealers. For Class C shares, the principal underwriter
currently expects to pay to an investment dealer (a) sales commissions (except
on exchange transactions and reinvestments) at the time of sale equal to .75%
of the purchase price of the shares sold by such dealer, and (b) monthly sales
commissions approximately equivalent to  1/12 of .75% of the value of shares
sold by such dealer and remaining outstanding for at least one year. During
the first year after a purchase of Class C shares, the principal underwriter
will retain the sales commission as reimbursement for the sales commissions
paid to investment dealers at the time of sale. CDSCs paid to the principal
underwriter will be used to reduce amounts owed to it. The Class B and Class C
Plans provide that each Fund will make no payments to the principal
underwriter in respect of any day on which there are no outstanding uncovered
distribution charges of the principal underwriter. CDSCs and accrued amounts
will be paid by the Trust to the principal underwriter whenever there exist
uncovered distribution charges. Because payments to the principal underwriter
under the Class B and Class C Plans are limited, uncovered distribution
charges (sales commissions paid by the principal underwriter plus interest,
less the above fees and CDSCs received by it) may exist indefinitely. For the
sales commissions and CDSCs paid on (and uncovered distribution charges of)
Class B and Class C shares, see Appendix B and Appendix C, respectively.

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

    The amount of uncovered distribution charges of the principal underwriter
at any particular time depends upon various changing factors, including the
level and timing of sales of shares, the nature of such sales (i.e., whether
they result from exchange transactions, reinvestments or from cash sales
through investment dealers), the level and timing of redemptions of shares
upon which a CDSC will be imposed, the level and timing of redemptions of
shares upon which no CDSC will be imposed (including redemptions of shares
pursuant to the exchange privilege which result in a reduction of uncovered
distribution charges), changes in the level of the net assets of the Class,
and changes in the interest rate used in the calculation of the distribution
fee under the Class B and Class C Plans.


    The Class B and Class C Plans also authorize each Class to make payments
of service fees to the principal underwriter, investment dealers and other
persons in amounts not exceeding .25% of its average daily net assets for
personal services, and/or the maintenance of shareholder accounts. This fee is
paid quarterly in arrears based on the value of Class B shares sold by such
persons. For Class C, investment dealers currently receive (a) a service fee
(except on exchange transactions and reinvestments) at the time of sale equal
to .25% of the purchase price of the Class C shares sold by such dealer, and
(b) monthly service fees approximately equivalent to  1/12 of .25% of the
value of Class C shares sold by such dealer. During the first year after a
purchase of Class C shares, the principal underwriter will retain the service
fee as reimbursement for the service fee payment made to investment dealers at
the time of sale. For the service fees paid by Class B and Class C shares, see
Appendix B and Appendix C, respectively.

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

    The Plans continue in effect from year to year so long as such continuance
is approved at least annually by the vote of both a majority of (i) the
noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan
(the "Plan Trustees") and (ii) all of the Trustees then in office. Each Plan
may be terminated at any time by vote of a majority of the Plan Trustees or by
a vote of a majority of the outstanding voting securities of the applicable
Class. Each 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 Plans may not be amended to increase materially the payments
described therein without approval of the shareholders of the affected Class
and the Trustees. So long as a Plan is in effect, the selection and nomination
of the noninterested Trustees shall be committed to the discretion of such
Trustees. The Class A, Class B and Class C Plans were initially approved by
the Trustees, including the Plan Trustees, on August 11, 1997. The Trustees of
the Trust who are "interested" persons of the Fund have an indirect financial
interest in the Plans because their employers (or affiliates thereof) receive
distribution and/or service fees under the Plans or agreements related
thereto.

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


                                 PERFORMANCE


    Average annual total return is determined seperately for each Class of a
Fund by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital appreciation/
depreciation, and distributions paid and reinvested) for the stated period and
annualizing the result. The calculation assumes (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period,
(ii) the deduction of the maximum sales charge from the initial $1,000
purchase order for Class A shares, (iii) a complete redemption of the
investment and, (iv) the deduction of any CDSC at the end of the period. The
Fund may also publish total return figures for each class based on reduced
sales charges or at net asset value. These returns would be lower if the full
sales charge was imposed. For information concerning the total return of the
Classes of the Fund, see Appendix A, Appendix B and Appendix C.

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

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

    Investors may be provided with information concerning Fund volatility or
risk, including but not limited to beta, standard deviation and Sharpe ratio.
Beta is a measure of risk which shows Fund volatility relative to a market
index. A fund with a beta of 1 would perform exactly like the market index; a
beta of 2 would mean its performance was twice as volatile as the index,
positive or negative. Standard deviation is a measure of a security's
volatility, or variability, in expected return. Sharpe ratio is a measure of
risk-adjusted performance. The higher the Sharpe ratio the better a fund's
historical risk-adjusted return. Information concerning Fund distribution
payments (or the payment record of issuers in which the Fund may invest) may
also be provided to investors.


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


    Information used in advertisements and in materials provided to present
and prospective shareholders may include descriptions of Eaton Vance and other
Fund and Portfolio service providers, their investment styles, other
investment products, personnel and Fund distribution channels.

    Information about portfolio allocation, turnover and holdings of
investments in the Portfolio may be included in advertisements and other
material furnished to present and prospective shareholders.


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

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

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

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

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

                                    TAXES


    Each series of the Trust is treated as a separate entity for federal
income tax purposes. The Fund has elected to be treated and to qualify each
year as a regulated investment company ("RIC") under the Code. Accordingly,
the Fund intends to satisfy certain requirements relating to sources of its
income and diversification of its assets and to distribute a sufficient amount
of any investment company taxable income so as to effect such qualification.
The Fund may also distribute part or all of any 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.

    Because the Fund invests its assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements in order for the Fund to also satisfy them, and the Portfolio
intends to do so. For federal income tax purposes, the Portfolio intends to be
treated as a partnership that is not a "publicly traded partnership" and, as a
result, will not be subject to federal income tax. The Fund, as an investor in
the Portfolio, will be required to take into account in determining its
federal income tax liability its share of the Portfolio's income, gains,
losses, deductions, and credits, without regard to whether it has received any
cash distributions from the Portfolio.

    The Portfolio will allocate at least annually among its investors,
including the Fund, each investor's distributive share of the Portfolio's net
investment income, net realized capital gains, and any other items of income,
gain, loss, deduction or credit. For purposes of applying the requirements of
the Code regarding qualification as a RIC, the Fund (i) will be deemed to own
its proportionate share of each of the assets of the Portfolio and (ii) will
be entitled to the gross income of the Portfolio attributable to such share.

    In order to avoid incurring a federal excise tax obligation, the Code
requires that the Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income for such
year, at least 98% of its capital gain net income (which is the excess of its
realized capital gains over its realized capital losses), generally computed
on the basis of the one-year period ending on October 31 of such year, after
reduction by (i) any available capital loss carryforwards and (ii) 100% of any
income and capital gains from the prior year (as previously computed) that was
not paid out during such year and on which the Fund paid no federal income
tax. Under current law, provided that the Fund qualifies as a RIC for federal
income tax purposes, neither the Fund nor the Portfolio should be liable for
any income, corporate excise or franchise tax in the Commonwealth of
Massachusetts.

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

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

    If the Fund does not qualify for taxation as a RIC for any taxable year,
it's income will be subject to corporate income taxes, and all distributions
from earnings and profits, including distributions of net capital gain (if
any), will be taxable to shareholders as ordinary income. In addition, in
order to requalify for taxation as a RIC, the Fund may be required to
recognize unrealized gains, pay substantial taxes and interest, and make
certain distributions.

    If more than 50% of the Fund's assets at year end consists of the debt and
equity securities of a foreign corporation, the Fund may elect to permit
shareholders to claim a credit or deduction on their income tax returns for
their pro rata portion of qualified taxes paid by the Fund to foreign
countries. If the election is made, shareholders will include in gross income
from foreign sources their pro rata share of such taxes. A shareholder's
ability to claim a foreign tax credit or deduction in respect of foreign taxes
paid by the Fund may be subject to certain limitations imposed by the Code
(including a holding period requirement applied at both the Fund and
shareholder level), as a result of which a shareholder may not get a full
credit or deduction for the amount of such taxes. Shareholders who do not
itemize deductions on their federal income tax returns may claim a credit (but
no deduction) for such taxes.

    Investment by the Fund in "passive foreign investment companies" could
subject the Fund to U.S. federal income tax or other charge on the proceeds
from the sale of its investment in such a company; however, this tax can be
avoided by making an election to mark such investments to market annually or
to treat the passive foreign investment company as a "qualified electing
fund."

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

    Sales charges paid upon a purchase of shares of the Fund cannot be taken
into account for purposes of determining gain or loss on a redemption or
exchange of the shares before the 91st day after their purchase to the extent
a sales charge is reduced or eliminated in a subsequent acquisition of shares
of the Fund (or of another fund) pursuant to the reinvestment or exchange
privilege. Any disregarded amounts will result in an adjustment to the
shareholder's tax basis in some or all of any other shares acquired.

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

    The foregoing discussion does not address the special tax rules applicable
to certain other classes of investors, such as other retirement plans, tax-
exempt entities, foreign investors, insurance companies and financial
institutions. Shareholders should consult their own tax advisers with respect
to special tax rules that may apply in their particular situations, as well as
the state, local, and, where applicable, foreign tax consequences of investing
in the Fund.


                       PORTFOLIO SECURITY TRANSACTIONS


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

    BMR places the portfolio security transactions of the Portfolio and of
certain other accounts managed by it for execution with many firms. BMR uses
its best efforts to obtain execution of portfolio transactions at prices which
are advantageous and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In seeking such execution, BMR will
use its best judgment in evaluating the terms of a transaction, and will give
consideration to various relevant factors, including without limitation the
full range and quality of the broker-dealer's services, the value of the
brokerage and research services provided, the responsiveness of the broker-
dealer to BMR, the size and type of the transaction, the nature and character
of the market for the security, the confidentiality, speed and certainty of
effective execution required for the transaction, the general execution and
operational capabilities of the executing firm, the reputation, reliability,
experience and financial condition of the firm, the value and quality of
services rendered by the firm in this and other transactions, and the
reasonableness of the commission, if any. Transactions on stock exchanges and
other agency transactions involve the payment of negotiated brokerage
commissions. Such commissions vary among different firms, and a particular
broker-dealer may charge different commissions according to such factors as
the difficulty and size of the transaction and the volume of business done
with such broker-dealer. Transactions in foreign securities usually involve
the payment of fixed brokerage commissions, which are generally higher than
those in the United States. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price paid
or received usually includes an undisclosed dealer markup or markdown. In an
underwritten offering the price paid includes a disclosed fixed commission or
discount retained by the underwriter or dealer. Although commissions paid on
portfolio transactions will, in the judgment of BMR, be reasonable in relation
to the value of the services provided, commissions exceeding those which
another firm might charge may be paid to firms who were selected to execute
transactions on behalf of the Portfolio and BMR's other clients providing
brokerage and research services to BMR.

    As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio transaction may receive a commission
which is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if BMR determines in good faith
that such compensation was reasonable in relation to the value of the
brokerage and research services provided. This determination may be made
either on the basis of that particular transaction or on the basis of overall
responsibilities which BMR and its affiliates have for accounts over which it
exercises investment discretion. In making any such determination, BMR will
not attempt to place a specific dollar value on the brokerage and research
services provided or to determine what portion of the commission should be
related to such services. Brokerage and research services may include advice
as to the value of securities, the advisability of investing in, purchasing or
selling securities, and the availability of securities or purchasers or
sellers of securities; furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and
the performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement);
and the "Research Services" referred to in the next paragraph.

    It is a common practice of the investment advisory industry for the
advisers of investment companies, institutions and other investors to receive
research, analytical, statistical and quotation services, data, information
and other services, products and materials which assist such advisers in the
performance of their investment responsibilities ("Research Services") from
broker-dealers which execute portfolio transactions for the clients of such
advisers and from third parties with which such broker-dealers have
arrangements. Consistent with this practice, BMR may receive Research Services
from broker-dealer firms with which it places the portfolio transactions and
from third parties with which these broker-dealers have arrangements. These
Research Services may include such matters as general economic, political,
business and market information, industry and company reviews, evaluations of
securities and portfolio strategies and transactions, proxy voting data and
analysis services, technical analysis of various aspects of the securities
markets, and recommendations as to the purchase and sale of securities and
other portfolio transactions, financial, industry and trade publications, news
and information services, pricing and quotation equipment and services, and
research oriented computer hardware, software, data bases and services. Any
particular Research Service obtained through a broker-dealer may be used by
BMR in connection with client accounts other than those accounts which pay
commissions to such broker-dealer. Any such Research Service may be broadly
useful and of value to BMR in rendering investment advisory services to all or
a significant portion of its clients, or may be relevant and useful for the
management of only one client's account or of a few clients' accounts, or may
be useful for the management of merely a segment of certain clients' accounts,
regardless of whether any such account or accounts paid commissions to the
broker-dealer through which such Research Service was obtained. The advisory
fee paid by the Portfolio is not reduced because BMR receives such Research
Services. BMR evaluates the nature and quality of the various Research
Services obtained through broker-dealer firms and attempts to allocate
sufficient portfolio securitiy transactions to such firms to ensure the
continued receipt of Research Services which BMR believes are useful or of
value to it in rendering investment advisory services to its clients.

    The Fund and BMR may also receive Research Services from underwriters and
dealers in fixed price offerings, which Research Services are reviewed and
evaluated by BMR in connection with its investment responsibilities. The
investment companies sponsored by BMR or Eaton Vance may allocate brokerage
commissions to acquire information relating to the performance, fees and
expenses of such companies and other mutual funds, which information is used
by the Trustees of such companies to fulfill their responsibility to oversee
the quality of the services provided by various entities, including BMR, to
such companies. Such companies may also pay cash for such information.

    Subject to the requirement that BMR shall use its best efforts to seek to
execute portfolio security transactions of the Fund at advantageous prices and
at reasonably competitive commission rates or spreads, BMR is authorized to
consider as a factor in the selection of any broker-dealer firm with whom
Portfolio orders may be placed the fact that such firm has sold or is selling
shares of the Fund or of other investment companies sponsored by Eaton Vance.
This policy is not inconsistent with a rule of the 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 Portfolio may also be
appropriate for other investment accounts managed by BMR or its affiliates.
Whenever decisions are made to buy or sell securities by the Porttolio and one
or more of such other accounts simultaneously, BMR 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 Portfolio 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
BMR 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
Portfolio from time to time, it is the opinion of the Trustees of the
Portfolio that the benefits from BMR's organization outweigh any disadvantage
that may arise from exposure to simultaneous transactions.

    Prior to February  , 2001, the Fund retained Eaton Vance to manage its
assets. For the fiscal years ended October 31, 2000, 1999 and 1998, the Fund
paid brokerage commissions of $      , $154,791 and $145,074, respectively,
with respect to portfolio transactions. Of these amounts, approximately
$       , $117,164 and $117,379, respectively, were paid in respect of
portfolio security transactions aggregating approximately $      , $83,900,198
and $70,427,759, respectively, to firms which provided some Research Services
to the investment adviser's organization (although many of such firms may have
been selected in any particular transaction primarily because of their
execution capabilities).

<PAGE>


                             FINANCIAL STATEMENTS

    The audited financial statements of and the independent auditors' reports
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. The audited financial statement of the Portfolio as
of August 14, 2000 is included in this SAI.

HOUSEHOLDING. Consistent with applicable law, duplicate mailings of shareholder
reports and certain other Fund information to shareholders residing at the same
address may be eliminated.

    Registrant incorporates by reference the audited financial information for
the Fund for the fiscal year ended October 31, 1999, as previously filed
electronically with the SEC (Accession No. 0000912057-00-000299).

<PAGE>

                             FINANCIAL STATEMENTS


                    TAX-MANAGED EMERGING GROWTH PORTFOLIO


                     STATEMENT OF ASSETS AND LIABILITIES


                               AUGUST 14, 2000

ASSETS:
  Cash ............................................................    $100,010
                                                                       --------
      Total Assets ................................................    $100,010
                                                                       ========

LIABILITIES AND NET ASSETS:
  Net assets ......................................................    $100,010
                                                                       ========

NOTES:
(1) Tax-Managed Emerging Growth Portfolio (the "Portfolio") was organized as a
    New York Trust on June 22, 1998 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 Tax-
    Managed Emerging Growth Fund and the sale of an interest therein at the
    purchase price of $10 to Boston Management & Research (the "Initial
    Interests").

(2) The preparation of the financial statements in conformity with accounting
    principles generally accepted in the United States of America requires
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities at the date of the financial statements
    and the reported amount of revenue and expense during the reporting
    period. Actual results could differ from those estimated.

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

<PAGE>

                         INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying statement of assets and liabilities of Tax-
Managed Emerging Growth Portfolio (a New York Trust) (the Portfolio) as of
August 14, 2000. This financial statement is the responsibility of the
Portfolio's management. Our responsibility is to express an opinion on this
financial statement based on our audit.


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


In our opinion, such statement of assets and liabilities presents fairly, in all
material respects, the financial position of Tax-Managed Emerging Growth
Portfolio as of August 14, 2000, in conformity with accounting principles
generally accepted in the United States of America.


DELOITTE & TOUCHE LLP


Boston, Massachusetts
August 15, 2000

<PAGE>

                                  APPENDIX A

                   CLASS A FEES, PERFORMANCE AND OWNERSHIP


SERVICE FEES
    For the fiscal year ended October 31, 2000, the following table shows (1)
service fees paid under the Service Plan, and (2) service fees paid to
investment dealers. The fees paid by the Fund that were not paid to investment
dealers were retained by the principal underwriter.


                                                               SERVICE FEES TO
CLASS A                                   SERVICE FEES        INVESTMENT DEALERS
-------                                   ------------        ------------------

Tax-Managed Emerging Growth ..........       $                     $

PRINCIPAL UNDERWRITER
    The total sales charges paid in connection with sales of Class A shares of
the Fund during the fiscal years ended October 31, 2000, 1999 and 1998 were
$       , $636,575 and $819,795, respectively, of which $      , $89,138 and
$113,598, respectively, was received by the principal underwriter. For the
fiscal years ended October 31, 2000, 1999 and 1998, investment dealers
received $       , $547,437 and $706,197, respectively, from the total sales
charges.

    The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended October 31,
2000, Class A paid the principal underwriter for repurchase transactions
handled by it $2.50 for each such transaction which aggregated $      .

                           PERFORMANCE INFORMATION


    The tables below indicate the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class A shares for the periods shown
in the table. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 5.75%. Past performance is no guarantee of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.

<TABLE>

                                                    VALUE OF A $1,000 INVESTMENT
<CAPTION>
                                                                                TOTAL RETURN                  TOTAL RETURN
                                                                             EXCLUDING MAXIMUM              INCLUDING MAXIMUM
                                         VALUE OF         VALUE OF              SALES CHARGE                  SALES CHARGE
     INVESTMENT         INVESTMENT        INITIAL        INVESTMENT     ----------------------------  -----------------------------
       PERIOD              DATE         INVESTMENT       ON 10/31/00     CUMULATIVE     ANNUALIZED      CUMULATIVE     ANNUALIZED
--------------------  --------------  ---------------  ---------------  -------------  -------------  --------------  -------------
<S>                      <C>              <C>              <C>            <C>             <C>            <C>            <C>
Life of Fund              9/25/97         $               $                     %              %               %              %
1 Year ended
10/31/00                 10/31/99         $               $                     %              %               %              %
</TABLE>

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As at December 1, 2000, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of each
Class A and of each Fund. In addition, as of the same date, the following
record owners held 5% or more of the outstanding shares of Class A, which were
held on behalf of customers who are the beneficial owners of such shares, and
as to which they have voting power under certain limited circumstances:

<TABLE>
<S>                                            <C>                                              <C>                         <C>
TAX-MANAGED EMERGING GROWTH --                 Merrill Lynch, Pierce, Fenner & Smith, Inc.      Jacksonville, FL            9.1%
</TABLE>

    To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of the Fund's outstanding Class A shares as of such
date.

<PAGE>

                                  APPENDIX B

                   CLASS B FEES, PERFORMANCE AND OWNERSHIP


DISTRIBUTION AND SERVICE PLANS
    For the fiscal year ended October 31, 2000, the following table shows  (1)
sales commissions paid by the principal underwriter to investment dealers on
sales of Class B shares, (2) distribution fees to the principal underwriter
under the Distribution Plan, (3) CDSC payments to the principal underwriter,
(4) uncovered distribution charges under the Plan (dollar amount and as a
percentage of net assets attributable to Class B), (5) service fees paid under
the Distribution Plan, and (6) the service fees paid to investment dealers.
The service fees paid by the Funds that were not paid to investment dealers
were retained by the principal underwriter. Distribution and CDSC payments
reduce uncovered distribution charges under the Plan.


<TABLE>
<CAPTION>
                                                                         UNCOVERED
                                   DISTRIBUTION        CDSCS           DISTRIBUTION                         SERVICE
                                   FEES PAID TO       PAID TO           CHARGES (AS                         FEES TO
                      SALES        THE PRINCIPAL   THE PRINCIPAL        A % OF NET          SERVICE       INVESTMENT
                   COMMISSIONS      UNDERWRITER     UNDERWRITER           ASSETS)             FEES          DEALERS
                   -----------      -----------     -----------           -------             ----          -------
CLASS B
-------
<S>                <C>                <C>             <C>                <C>                 <C>            <C>

Tax-Managed
  Emerging Growth  $                 $                $                 $                   $               $
</TABLE>

PRINCIPAL UNDERWRITER
    The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended October 31,
2000, Class B paid the principal underwriter for repurchase transactions
handled by it $2.50 for each such transaction which aggregated $      .

                           PERFORMANCE INFORMATION


    The tables below indicate the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class B shares for the periods shown
in the table. Past performance is no guarantee of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost.

<TABLE>

                                                    VALUE OF A $1,000 INVESTMENT
<CAPTION>

                                              VALUE OF         VALUE OF
                                           INVESTMENT       INVESTMENT        TOTAL RETURN BEFORE         TOTAL RETURN AFTER
                                               BEFORE            AFTER               DEDUCTING                   DEDUCTING
                                            DEDUCTING THE    DEDUCTING THE        THE MAXIMUM CDSC            THE MAXIMUM CDSC
  INVESTMENT     INVESTMENT    AMOUNT OF    MAXIMUM CDSC     MAXIMUM CDSC    --------------------------  --------------------------
    PERIOD          DATE      INVESTMENT     ON 10/31/00      ON 10/31/00     CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
--------------  ------------  -----------  ---------------  ---------------  ------------  ------------  ------------  ------------
<S>               <C>           <C>            <C>             <C>            <C>             <C>          <C>           <C>
Life of Fund      9/29/97       $1,000        $                $                     %             %             %             %
1 Year
Ended
10/31/00          10/31/99      $1,000        $                $                     %             %             %             %
</TABLE>

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As at December 1, 2000, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of Class
B and of the Fund. In addition, as of the same date, the following record
owners held 5% or more of the outstanding shares of Class B, which were held
on behalf of their customers who are the beneficial owners of such shares, and
as to which they have voting power under certain limited circumstances:

<TABLE>
<S>                                          <C>                                               <C>                       <C>
TAX-MANAGED EMERGING GROWTH --               Merrill Lynch, Pierce, Fenner & Smith, Inc.       Jacksonville, FL          13.8%
</TABLE>

    To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of the Fund's outstanding Class B shares as of such
date.

<PAGE>

                                  APPENDIX C

                   CLASS C FEES, PERFORMANCE AND OWNERSHIP


DISTRIBUTION PLAN
    For the fiscal year ended October 31, 2000, the following table shows,
(1) sales commissions paid by the principal underwriter to investment dealers
on sales of Class C shares, (2) distribution fees to the principal underwriter
under the Distribution Plan, (3) CDSC payments to the principal underwriter,
(4) uncovered distribution charges under the Plan (dollar amount and as a
percentage of net assets attributable to Class C), (5) service fees paid under
the Distribution Plan, and (6) the service fees paid to investment dealers.
The service fees paid by the Funds that were not paid to investment dealers
were retained by the principal underwriter. Distribution and CDSC payments
reduce uncovered distribution charges under the Plan.


<TABLE>
<CAPTION>
                                                                         UNCOVERED
                                   DISTRIBUTION        CDSCS           DISTRIBUTION                         SERVICE
                                   FEES PAID TO       PAID TO           CHARGES (AS                         FEES TO
                      SALES        THE PRINCIPAL   THE PRINCIPAL        A % OF NET          SERVICE       INVESTMENT
                   COMMISSIONS      UNDERWRITER     UNDERWRITER           ASSETS)             FEES          DEALERS
                 ---------------  ---------------  --------------        --------         ------------  ---------------
CLASS C
-------
<S>                  <C>             <C>              <C>               <C>                 <C>              <C>

Tax-Managed
  Emerging Growth    $               $                $                 $                   $               $
</TABLE>

PRINCIPAL UNDERWRITER
    The Trust has authorized the principal underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction
handled by the principal underwriter. For the fiscal year ended October 31,
2000, Class C paid the principal underwriter for repurchase transactions
handled by it $2.50 for each such transaction which aggregated $      .


                           PERFORMANCE INFORMATION

    The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in Class C shares for the periods shown
in the table. Past performance is no guarantee of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost.

<TABLE>

                                                    VALUE OF A $1,000 INVESTMENT

<CAPTION>
                                               VALUE OF         VALUE OF
                                              INVESTMENT       INVESTMENT       TOTAL RETURN BEFORE         TOTAL RETURN AFTER
                                                BEFORE           AFTER               DEDUCTING                   DEDUCTING
                                               DEDUCTING       DEDUCTING          THE MAXIMUM CDSC            THE MAXIMUM CDSC
  INVESTMENT     INVESTMENT    AMOUNT OF       THE CDSC         THE CDSC     --------------------------  --------------------------
    PERIOD          DATE       INVESTMENT     ON 10/31/00     ON 10/31/00     CUMULATIVE    ANNUALIZED    CUMULATIVE    ANNUALIZED
--------------  ------------  ------------  ---------------  --------------  ------------  ------------  ------------  ------------
<S>              <C>            <C>            <C>             <C>               <C>           <C>          <C>           <C>
Life of
Fund               9/29/97       $1,000        $               $                     %             %             %             %
1 Year
Ended
10/31/00          10/31/99       $1,000        $               $                     %             %             %             %
</TABLE>

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

    As at December 1, 2000, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of Class
C and of the Fund. In addition, as of the same date, the following record
owners held 5% or more of the outstanding shares of Class C shares, which were
held either individually or on behalf of their customers who are the
beneficial owners of such shares, and as to which they have voting power under
certain limited circumstances:

<TABLE>
<S>                                          <C>                                              <C>                      <C>
TAX-MANAGED EMERGING GROWTH --               Merrill Lynch, Pierce, Fenner & Smith, Inc.      Jacksonville, FL          22.3%
</TABLE>

    To the knowledge of the Trust, no other person owned of record or
beneficially 5% or more of either Fund's outstanding Class C shares as of such
date.


<PAGE>
                           PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

  (a)(1)    Amended and Restated Declaration of Trust of Eaton Vance Mutual
            Funds Trust dated August 17, 1993, filed as Exhibit (1)(a) to
            Post-Effective Amendment No. 23 filed July 14, 1995 and incorporated
            herein by reference.

     (2)    Amendment dated July 10, 1995 to the Declaration of Trust filed as
            Exhibit (1)(b) to Post-Effective Amendment No. 23 filed July 14,
            1995 and incorporated herein by reference.

     (3)    Amendment dated June 23, 1997 to the Declaration of Trust filed as
            Exhibit (1)(c) to Post-Effective Amendment No. 38 filed October 30,
            1997 and incorporated herein by reference.

     (4)    Amendment and Restatement of Establishment and Designation of Series
            of Shares dated August 14, 2000 filed as Exhibit (a)(4) to
            Post-Effective Amendment No. 67 filed August 31, 2000 and
            incorporated herein by reference.

     (5)    Form of Amendment and Restatement of Establishment and Designation
            of Series of Shares filed as Exhibit (a)(5) to Post-Effective
            Amendment No. 68 filed October 27, 2000 and incorporated herein by
            reference.

  (b)(1)    By-Laws as amended November 3, 1986 filed as Exhibit (2)(a) to
            Post-Effective Amendment No. 23 filed July 14, 1995 and incorporated
            herein by reference.

     (2)    Amendment to By-Laws of Eaton Vance Mutual Funds Trust dated
            December 13, 1993 filed as Exhibit (2)(b) to Post-Effective
            Amendment No. 23 filed July 14, 1995 and incorporated herein by
            reference.

  (c)       Reference is made to Item 23(a) and 23(b) above.

  (d)(1)    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 filed August 17, 1995 and
            incorporated herein by reference.

     (2)    Investment Advisory Agreement with Eaton Vance Management for Eaton
            Vance Tax-Managed Emerging Growth Fund dated September 16, 1997
            filed as Exhibit (5)(c) to Post-Effective Amendment No. 37 filed
            October 17, 1997 and incorporated herein by reference.

     (3)    Investment Advisory Agreement with Eaton Vance Management for Eaton
            Vance Municipal Bond Fund dated October 17, 1997 filed as Exhibit
            (5)(d) to Post-Effective Amendment No. 37 filed October 17, 1997 and
            incorporated herein by reference.

     (4)    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 filed
            March 30, 1998 and incorporated herein by reference.

     (5)    Investment Advisory Agreement with Eaton Vance Management for Eaton
            Vance Tax-Managed Value Fund dated August 16, 1999 filed as Exhibit
            (d)(5) to Post-Effective Amendment No. 54 filed August 26, 1999 and
            incorporated herein by reference.

                                       C-1
<PAGE>
  (e)(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
            (6)(a)(4) to Post-Effective Amendment No. 34 filed April 21, 1997
            and incorporated herein by reference.

     (2)    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
            (6)(a)(6) to Post-Effective Amendment No. 34 filed April 21, 1997
            and incorporated herein by reference.

     (3)    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
            (6)(a)(7) to Post-Effective Amendment No. 34 filed April 21, 1997
            and incorporated herein by reference.

     (4)    Distribution Agreement between Eaton Vance Mutual Funds Trust (on
            behalf of certain of its series), and Eaton Vance Distributors, Inc.
            effective June 23, 1997 with attached Schedules (A, A-1 and A-2)
            filed as Exhibit (6)(a)(8) to Post-Effective Amendment No. 38 filed
            October 30, 1997 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 filed October
            30, 1997 and incorporated herein by reference.

      (ii)  Schedules A-3, A-4 and A-5 to Distribution Agreement filed as
            Exhibit (e)(4)(ii) to Post-Effective Amendment No. 54 filed August
            26, 1999 and incorporated herein by reference.

     (iii)  Schedule A-6 to Distribution Agreement effective May 1, 2000 filed
            as Exhibit (e)(4)(iii) to Post-Effective Amendment No. 59 filed May
            1, 2000 and incorporated herein by reference.

      (iv)  Schedule A-7 to Distribution Agreement effective June 19, 2000 filed
            as Exhibit (e)(4)(iv) to Post-Effective Amendment No. 61 filed June
            23, 2000 and incorporated herein by reference.

       (v)  Schedule A-8 to Distribution Agreement effective August 14, 2000
            filed as Exhibit (e)(4)(v) to Post-Effective Amendment No. 66 filed
            August 14, 2000 and incorporated herein by reference.

      (vi)  Form of Schedule A-9 to Distribution Agreement filed as Exhibit
            (e)(4)(vi) to Post-Effective Amendment No. 68 filed October 27, 2000
            and incorporated herein by reference.

     (5)    Selling Group Agreement between Eaton Vance Distributors, Inc. and
            Authorized Dealers filed as Exhibit (6)(b) to the Post-Effective
            Amendment No. 61 filed December 28, 1995 to the Registration
            Statement of Eaton Vance Growth Trust (File Nos. 2-22019, 811-1241)
            and incorporated herein by reference.

  (f)       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).

  (g)(1)    Custodian Agreement with Investors Bank & Trust Company dated
            October 15, 1992 filed as Exhibit (8) to Post-Effective Amendment
            No. 23 filed July 14, 1995 and incorporated herein by reference.

                                       C-2
<PAGE>
     (2)    Amendment to Custodian Agreement with Investors Bank & Trust Company
            dated October 23, 1995 filed as Exhibit (8)(b) to Post-Effective
            Amendment No. 27 filed February 27, 1996 and incorporated herein by
            reference.

     (3)    Amendment to Master Custodian Agreement with Investors Bank & Trust
            Company dated December 21, 1998 filed as Exhibit (g)(3) to the
            Registration Statement of Eaton Vance Municipals Trust (File Nos.
            33-572, 811-4409 (Accession No. 0000950156-99-000050) filed January
            25, 1999 and incorporated herein by reference.

 (h)(1)(a)  Amended Administrative Services Agreement between Eaton Vance Mutual
            Funds Trust (on behalf of certain 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 filed August 16, 1995 and
            incorporated herein by reference.

       (b)  Amendment to Schedule A dated June 23, 1997 to the Amended
            Administrative Services Agreement dated July 31, 1995 filed as
            Exhibit (9)(a)(1) to Post-Effective Amendment No. 38 filed October
            30, 1997 and incorporated herein by reference.

    (2)(a)  Administrative Services Agreement between Eaton Vance Mutual Funds
            Trust (on behalf of certain of its series) and Eaton Vance
            Management dated August 16, 1999 with attached Schedule A dated
            August 16, 1999 filed as Exhibit (h)(2) to Post-Effective Amendment
            No. 54 filed August 26, 1999 and incorporated herein by reference.

       (b)  Schedule A-1 to Administrative Services Agreement effective May 1,
            2000 filed as Exhibit (h)(2)(b) to Post-Effective Amendment No. 59
            filed May 1, 2000 and incorporated herein by reference.

       (c)  Schedule A-2 to Administrative Services Agreement effective June 19,
            2000 filed as Exhibit (h)(2)(c) to Post-Effective Amendment No. 61
            filed June 23, 2000 and incorporated herein by reference.

       (d)  Schedule A-3 to Administrative Services Agreement effective August
            14, 2000 filed as Exhibit (h)(2)(d) to Post-Effective Amendment No.
            66 filed August 14, 2000 and incorporated herein by reference.

       (e)  Form of Schedule A-4 to Administrative Services Agreement filed as
            Exhibit (h)(2)(e) to Post-Effective Amendment No. 68 filed October
            27, 2000 and incorporated herein by reference.

     (3)    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) filed February 25, 1998 and
            incorporated herein by reference.

  (i)(1)    Opinion of Internal Counsel dated October 27, 2000 filed as Exhibit
            (i)(1) to Post-Effective Amendment No. 68 filed October 27, 2000 and
            incorporated herein by reference.

     (2)    Consent of Internal Counsel to be filed by amendment.

  (j)(1)    Independent Auditors' Consent for Eaton Vance Tax-Managed Emerging
            Growth Fund filed herewith.

     (2)    Independent Auditors' Consent for Tax-Managed Emerging Growth
            Portfolio filed herewith.

                                       C-3
<PAGE>
  (k)       Not applicable

  (l)       Not applicable

  (m)(1)(a) 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 filed
            August 17, 1995 and incorporated herein by reference.

        (b) 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 (15)(h)(1) to Post-Effective Amendment No. 34 filed April
            21, 1997 and incorporated herein by reference.

     (2)(a) Eaton Vance Mutual Funds Trust Class A Service Plan adopted June 23,
            1997 with attached Schedules (A, A-1 and A-2) filed as Exhibit
            (15)(i) to Post-Effective Amendment No. 38 filed October 30, 1997
            and incorporated herein by reference.

        (b) Schedules A-3, A-4 and A-5 to Class A Service Plan filed as Exhibit
            (m)(3)(b) to Post-Effective Amendment No. 54 filed August 26, 1999
            and incorporated herein by reference.

        (c) Schedule A-6 to Class A Service Plan effective May 1, 2000 filed as
            Exhibit (m)(3)(c) to Post-Effective Amendment No. 59 filed May 1,
            2000 and incorporated herein by reference.

        (d) Schedule A-7 to Class A Service Plan effective June 19, 2000 filed
            as Exhibit (m)(3)(d) to Post-Effective Amendment No. 61 filed June
            23, 2000 and incorporated herein by reference.

        (e) Schedule A-8 to Class A Service Plan effective August 14, 2000 filed
            as Exhibit (m)(2)(e) to Post-Effective Amendment No. 66 filed August
            14, 2000 and incorporated herein by reference.

        (f) Form of Schedule A-9 to Class A Service Plan filed as Exhibit
            (m)(2)(f) to Post-Effective Amendment No. 68 filed October 27, 2000
            and incorporated herein by reference.

        (g) Eaton Vance Mutual Funds Trust Class S Service Plan adopted February
            22, 1999 filed as Exhibit (m)(3)(c) to Post-Effective Amendment No.
            53 filed July 28, 1999 and incorporated herein by reference.

     (3)(a) Eaton  Vance Mutual Funds Trust Class B Distribution Plan adopted
            June 23, 1997 with attached Schedules (A, A-1 and A-2) filed as
            Exhibit (15)(j) to Post-Effective Amendment No. 38 filed October 30,
            1997 and incorporated herein by reference.

        (b) Schedules A-3, A-4 and A-5 to Class B Distribution Plan filed as
            Exhibit (m)(4)(b) to Post-Effective Amendment No. 54 filed August
            26, 1999 and incorporated herein by reference.

        (c) Schedule A-6 to Class B Distribution Plan effective May 1, 2000
            filed as Exhibit (m)(4)(c) to Post-Effective Amendment No. 59 filed
            May 1, 2000 and incorporated herein by reference.

        (d) Schedule A-7 to Class B Distribution Plan effective June 19, 2000
            filed as Exhibit (m)(4)(d) to Post-Effective Amendment No. 61 filed
            June 23, 2000 and incorporated herein by reference.

        (e) Schedule A-8 to Class B Distribution Plan effective August 14, 2000
            filed as Exhibit (m)(3)(e) to Post-Effective Amendment No. 66 filed
            August 14, 2000 and incorporated herein by reference.

                                       C-4
<PAGE>
        (f) Form of Schedule A-9 to Class B Distribution Plan filed as Exhibit
            (m)(3)(f) to Post-Effective Amendment No. 68 filed October 27, 2000
            and incorporated herein by reference.

     (4)(a) Eaton Vance Mutual Funds Trust Class C Distribution Plan adopted
            June 23, 1997 with attached Schedules (A and A-1) filed as Exhibit
            (15)(k) to Post-Effective Amendment No. 38 filed October 30, 1997
            and incorporated herein by reference.

        (b) Schedules A-2, A-3, A-4 and A-5 to Class C Distribution Plan filed
            as Exhibit (m)(5)(b) to Post-Effective Amendment No. 54 filed August
            26, 1999 and incorporated herein by reference.

        (c) Schedule A-6 to Class C Distribution Plan effective May 1, 2000
            filed as Exhibit No. (m)(5)(c) to Post-Effective Amendment No. 59
            filed May 1, 2000 and incorporated herein by reference.

        (d) Schedule A-7 to Class C Distribution Plan effective June 19, 2000
            filed as Exhibit (m)(5)(d) to Post-Effective Amendment No. 61 filed
            June 23, 2000 and incorporated herein by reference.

        (e) Schedule A-8 to Class C Distribution Plan effective August 14, 2000
            filed as Exhibit (m)(4)(e) to Post-Effective Amendment No. 66 filed
            August 14, 2000 and incorporated herein by reference.

        (f) Form of Schedule A-9 to Class C Distribution Plan filed as Exhibit
            (m)(4)(f) to Post-Effective Amendment No. 68 filed October 27, 2000
            and incorporated herein by reference.

  (n)       Not applicable

  (o)(1)    Amended and Restated Multiple Class Plan for Eaton Vance Funds dated
            June 19, 2000 filed as Exhibit (o)(1) to Post-Effective Amendment
            No. 61 filed June 23, 2000 and incorporated herein by reference.

     (2)    Schedule A-1 to the Amended and Restated Multiple Class Plan dated
            August 14, 2000 filed as Exhibit (o)(2) to Post-Effective Amendment
            No. 67 filed August 31, 2000 and incorporated herein by reference.

     (3)    Form of Schedule A-2 to the Amended and Restated Multiple Class Plan
            filed as Exhibit (o)(3) to Post-Effective Amendment No. 68 filed
            October 27, 2000 and incorporated herein by reference.

  (p)       Code of Ethics adopted by Eaton Vance Corp., Eaton Vance Management,
            Boston Management and Research, Eaton Vance Distributors, Inc. and
            the Eaton Vance Funds effective September 1, 2000 as revised
            November 6, 2000 filed as Exhibit (p) to Post-Effective Amendment
            No. 75 of Eaton Vance Growth Trust (File Nos. 02-22019, 811-1241)
            filed December 21, 2000 and incorporated herein by reference.

  (q)(1)(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
            filed July 3, 1997 and incorporated herein by reference.

        (b) Power of Attorney for Eaton Vance Mutual Funds Trust dated November
            16, 1998 filed as Exhibit (q)(1)(a) to Post-Effective Amendment No.
            47 filed December 30, 1998 and incorporated herein by reference.

                                       C-5
<PAGE>
     (2)(a) Power of Attorney for Government Obligations Portfolio dated April
            22, 1997 filed as Exhibit (17)(b) to Post-Effective Amendment No. 36
            filed July 25, 1997 and incorporated herein by reference.

        (b) Power of Attorney for Government Obligations Portfolio dated
            November 16, 1998 filed as Exhibit (q)(2)(a) to Post-Effective
            Amendment No. 48 filed February 25, 1999 and incorporated herein by
            reference.

     (3)(a) Power of Attorney for High Income Portfolio dated February 14, 1997
            filed as Exhibit No. (17)(c) to Post-Effective Amendment No. 36
            filed July 26, 1997 and incorporated herein by reference.

        (b) Power of Attorney for High Income Portfolio dated November 16, 1998
            filed as Exhibit (q)(3)(a) to Post-Effective Amendment No. 47 filed
            December 30, 1998 and incorporated herein by reference.

     (4)(a) Power of Attorney for Strategic Income Portfolio dated April 22,
            1997 filed as Exhibit No. (17)(d) to Post-Effective Amendment No. 36
            filed July 26, 1997 and incorporated herein by reference.

        (b) Power of Attorney for Strategic Income Portfolio dated November 16,
            1998 filed as Exhibit (q)(4)(a) to Post-Effective Amendment No. 47
            filed December 30, 1998 and incorporated herein by reference.

     (5)(a) Power of Attorney for Cash Management Portfolio dated April 22, 1997
            filed as Exhibit (17)(e) to Post-Effective Amendment No. 36 filed
            July 26, 1997 and incorporated herein by reference.

        (b) Power of Attorney for Cash Management Portfolio dated November 16,
            1998 filed as Exhibit (q)(5)(a) to Post-Effective Amendment No. 48
            filed February 25, 1999 and incorporated herein by reference.

     (6)(a) Power of Attorney for Tax-Managed Growth Portfolio dated February
            20, 1998 filed as Exhibit No. (17)(f) to Post-Effective Amendment
            No. 41 filed February 26, 1998 and incorporated herein by reference.

        (b) Power of Attorney for Tax-Managed Growth Portfolio dated November
            16, 1998 filed as Exhibit (q)(6)(a) to Post-Effective Amendment No.
            47 filed December 30, 1998 and incorporated herein by reference.

     (7)    Power of Attorney for Capital Appreciation Portfolio dated February
            28, 2000 filed as Exhibit (q)(7) to Post-Effective Amendment No. 56
            filed February 28, 2000 and incorporated herein by reference.

     (8)    Power of Attorney for Floating Rate Portfolio dated June 19, 2000
            filed as Exhibit (q)(8) to Post-Effective Amendment No. 61 filed
            June 23, 2000 and incorporated herein by reference.

     (9)    Power of Attorney for Tax-Managed Emerging Growth Portfolio dated
            August 14, 2000 filed as Exhibit (q)(9) to Post-Effective Amendment
            No. 66 filed August 14, 2000 and incorporated herein by reference.

                                       C-6
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

     Not applicable

ITEM 25. INDEMNIFICATION

     Article IV of the  Registrant'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 loss incurred by reason of negligent errors
and omissions committed in their capacities as such.

     The  distribution  agreements of the Registrant also provide for reciprocal
indemnity of the principal  underwriter,  on the one hand,  and the Trustees and
officers, on the other.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT Adviser

     Reference  is made to:  (i) the  information  set forth  under the  caption
"Management and Organization" in the Statement of Additional  Information;  (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No.  1-8100);  and  (iii)  the Form  ADV of Eaton  Vance  Management  (File  No.
801-15930) and Boston  Management and Research (File No.  801-43127)  filed with
the Commission, all of which are incorporated herein by reference.

ITEM 27. 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:

     (b)
     (1)                           (2)                           (3)
Name and Principal           Positions and Offices         Positions and Offices
Business Address*        with Principal Underwriter          with Registrant
-----------------

  Albert F. Barbaro              Vice President                     None
      Ira Baron                  Vice President                     None
     Chris Berg                  Vice President                     None
  Kate B. Bradshaw               Vice President                     None
    Mark Carlson                 Vice President                     None
  Daniel C. Cataldo              Vice President                     None
                                  and Treasurer
     Raymond Cox                 Vice President                     None
    Peter Crowley                Vice President                     None
     Ellen Duffy                 Vice President                     None
   Alan R. Dynner          Vice President, Secretary              Secretary
                                       and
                                      Clerk
 Richard A. Finelli              Vice President                     None
     Kelly Flynn                 Vice President                     None
     James Foley                 Vice President                     None
  Michael A. Foster              Vice President                     None
Anne Marie Gallagher             Vice President                     None
  William M. Gillen           Senior Vice President                 None
  Hugh S. Gilmartin              Vice President                     None


                                      C-7
<PAGE>
   Robert Hammond                Vice President                     None
   James B. Hawkes         Vice President and Director     President and Trustee
   Perry D. Hooker               Vice President                     None
     Steve Jones                 Vice President                     None
     Kara Lawler                 Vice President                     None
   Thomas P. Luka                Vice President                     None
    John Macejka                 Vice President                     None
   Geoff Marshall                Vice President                     None
     Tim McEwan                  Vice President                     None
 Joseph T. McMenamin             Vice President                     None
  Morgan C. Mohrman           Senior Vice President                 None
  James A. Naughton              Vice President                     None
    Joseph Nelson                Vice President                     None
   Mark D. Nelson                Vice President                     None
  Linda D. Newkirk               Vice President                     None
  James L. O'Connor              Vice President                   Treasurer
    Andrew Ogren                 Vice President                     None
 George D. Owen, II              Vice President                     None
     Philip Pace                 Vice President                     None
    Margaret Pier                Vice President                     None
  Enrique M. Pineda              Vice President                     None
     Matt Raynor                 Vice President                     None
 F. Anthony Robinson             Vice President                     None
   Frances Rogell                Vice President                     None
    Jay S. Rosoff                Vice President                     None
  Stephen M. Rudman              Vice President                     None
   Kevin Schrader                Vice President                     None
  Teresa A. Sheehan              Vice President                     None
  Lawrence Sinsimer           Senior Vice President                 None
  William M. Steul         Vice President and Director              None
Cornelius J. Sullivan         Senior Vice President                 None
     Peter Sykes                 Vice President                     None
   David M. Thill                Vice President                     None
   John M. Trotsky               Vice President                     None
    Jerry Vainisi                Vice President                     None
    John Vaughan                 Vice President                     None
     Chris Volf                  Vice President                     None
   Debra Wekstein                Vice President                     None
 Wharton P. Whitaker         President and Director                 None
     Sue Wilder                  Vice President                     None

------------------------------------------
*    Address is The Eaton Vance Building, 255 State Street, Boston, MA 02109

     (c) Not applicable

ITEM 28. 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,  PFPC,
Inc., 4400 Computer  Drive,  Westborough,  MA 01581-5120,  with the exception of
certain  corporate  documents and portfolio  trading  documents which are in the
possession and custody of the administrator and investment  adviser.  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 and Boston Management and Research.

ITEM 29. MANAGEMENT SERVICES

     Not applicable

                                       C-8
<PAGE>
ITEM 30. UNDERTAKINGS

     The Registrant  undertakes to include the information required by Item 5 of
Form N-1A in its annual reports to shareholders under Rule 30d-1.



                                       C-9
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  and  the
Investment Company Act of 1940, the Registrant has duly caused this 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 December 27, 2000.


                                EATON VANCE MUTUAL FUNDS TRUST

                                By:     /s/ JAMES B. HAWKES
                                        -----------------------------------
                                        James B. Hawkes, 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 their capacities on December 27, 2000.

Signature                       Title
---------                       -----

/s/ James B. Hawkes             President (Chief Executive Officer) and Trustee
---------------------------
James B. Hawkes

James L. O'Connor*              Treasurer (and Principal Financial and
---------------------------     Accounting Officer)
James L. O'Connor

Jessica M. Bibliowicz*
---------------------------     Trustee
Jessica M. Bibliowicz

Donald R. Dwight*               Trustee
---------------------------
Donald R. Dwight

Samuel L. Hayes, III*           Trustee
---------------------------
Samuel L. Hayes, III

Norton H. Reamer*               Trustee
---------------------------
Norton H. Reamer

Lynn A. Stout*                  Trustee
---------------------------
Lynn A. Stout

Jack L. Treynor*                Trustee
---------------------------
Jack L. Treynor

*By:  /s/ Eric G. Woodbury
      --------------------------------------
      Eric G. Woodbury (As attorney-in-fact)

                                      C-10
<PAGE>
                                   SIGNATURES

     Tax-Managed Emerging Growth Portfolio has duly caused this Amendment to the
Registration  Statement on Form N-1A of Eaton Vance Mutual Funds Trust (File No.
02-90946)  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of  Boston  and the  Commonwealth  of  Massachusetts  on
December 27, 2000.

                                TAX-MANAGED EMERGING GROWTH PORTFOLIO

                                By:     /s/ JAMES B. HAWKES
                                        ---------------------------------
                                        James B. Hawkes, President

     This  Amendment to the  Registration  Statement on Form N-1A of Eaton Vance
Mutual Funds Trust (File No.  02-90946)  has been signed below by the  following
persons in their capacities on December 27, 2000.

Signature                       Title
---------                       -----

/s/ James B. Hawkes             President (Chief Executive Officer) and Trustee
---------------------------
James B. Hawkes

James L. O'Connor*              Treasurer (and Principal Financial and
---------------------------     Accounting Officer)
James L. O'Connor

Jessica M. Bibliowicz*
---------------------------     Trustee
Jessica M. Bibliowicz

Donald R. Dwight*               Trustee
---------------------------
Donald R. Dwight

Samuel L. Hayes, III*           Trustee
---------------------------
Samuel L. Hayes, III

Norton H. Reamer*               Trustee
---------------------------
Norton H. Reamer

Lynn A. Stout*                  Trustee
---------------------------
Lynn A. Stout

Jack L. Treynor*                Trustee
---------------------------
Jack L. Treynor

*By:  /s/ Eric G. Woodbury
      --------------------------------------
      Eric G. Woodbury (As attorney-in-fact)

                                      C-11
<PAGE>
                                  EXHIBIT INDEX

     The  following  exhibits  are  filed  as  part  of  this  amendment  to the
Registration Statement pursuant to Rule 483 of Regulation C.


Exhibit No.    Description
-----------    -----------

(j)(1)         Independent  Auditors' Consent for Eaton  Vance  Tax-Managed
               Emerging Growth Fund.

   (2)         Independent Auditors' Consent for Tax-Managed  Emerging Growth
               Portfolio.

                                      C-12




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