As filed with the Securities and Exchange Commission on February 26, 2007
                                                                                                                                           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. 121 x

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ¨
AMENDMENT NO. 123 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 (a)(1) 
x     on March 1, 2007 pursuant to paragraph (b)    ¨     75 days after filing pursuant to paragraph (a)(2) 
¨     60 days after filing pursuant to paragraph (a)(1)    ¨     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.

Boston Income Portfolio, Dividend Income Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio, International Equity Portfolio, Investment Grade Income Portfolio, Investment Portfolio, Strategic Income Portfolio, Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Multi-Cap Opportunity Portfolio, Tax-Managed Small-Cap Growth Portfolio, Tax-Managed Small-Cap Value Portfolio and Tax-Managed Value Portfolio have also executed this Registration Statement.



Eaton Vance Dividend Income Fund
A diversified fund seeking total return

Eaton Vance Equity Research Fund
A diversified fund seeking long-term capital appreciation

Eaton Vance International Equity Fund
A mutual fund investing in a diversified portfolio of foreign equity securities

Eaton Vance Structured Emerging Markets Fund
A diversified fund investing in emerging market stocks

Prospectus Dated
March 1, 2007

 

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.

 

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


Table of Contents  

 

   
Fund Summaries     3 
Performance Information     4 
         Dividend Income Fund     5 
         Equity Research Fund     6 
         Fund Fees and Expenses     7 
Investment Objectives & Principal Policies and Risks    10 
Management and Organization    14 
Valuing Shares    16 
Purchasing Shares    16 
Sales Charges    20 
Redeeming Shares    22 
Shareholder Account Features    23 
Tax Information    24 
Financial Highlights    26 
         Dividend Income Fund    26 
         Equity Research Fund    27 
         International Equity Fund    28 
         Structured Emerging Markets Fund    29 

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Fund Summaries

This page summarizes the investment objective and principal strategies and risks of each Fund. Information about the performance, fees and expenses of each Fund is presented on the pages that follow.

Investment Objectives and Principal Strategies

Eaton Vance Dividend Income Fund. Dividend Income Fund’s investment objective is to achieve total return for its shareholders. The Fund invests primarily in a diversified portfolio of common and preferred stocks that pay dividends. In selecting investments, the Fund primarily seeks stocks that produce attractive levels of dividend income and which are, in the opinion of the investment adviser, undervalued or inexpensive relative to other similar investments. For its investments in common stocks, the Fund also seeks to invest in securities that the investment adviser believes have the potential for growth of income and capital appreciation over time. The Fund may at times invest 25% or more of its assets in each of the utilities and financial services sectors of the market. The Fund may invest up to 35% of its assets in foreign securities, some of which may be located in emerging market countries.

Eaton Vance Equity Research Fund. Equity Research Fund’s investment objective is to achieve long-term capital appreciation by investing in a diversified portfolio of equity securities. The Fund generally intends to maintain investments in all or substantially all of the market sectors represented in the Standard & Poor’s 500 Index (the "S&P 500"), a broad-based, unmanaged market index of common stocks commonly used as a measure of U.S. stock market performance. Although it invests primarily in domestic securities, the Fund may invest up to 25% of its assets in foreign securities.

The portfolio securities of the Fund are selected by a team of equity research analysts, with each analyst responsible for Fund investments in his or her area of research coverage. Allocations among market sectors will be determined by the analysts under the direction of the investment team leader, using the weightings of the S&P 500 as a benchmark.

Eaton Vance International Equity Fund . International Equity Fund’s investment objective is to achieve total return for its shareholders. The Fund invests in a diversified portfolio of foreign equity securities. The Fund invests primarily in common stocks of companies domiciled in countries represented in the Morgan Stanley Capital International Europe, Australasia, Far East (“EAFE”) Index. The EAFE Index is an unmanaged index of approximately 1,000 companies located in twenty countries. The Fund will invest at least 80% of its net assets in equity securities.

Eaton Vance Structured Emerging Markets Fund. Structured Emerging Market Fund’s investment objective is to seek long-term capital appreciation. The Fund normally invests at least 80% of its net assets in equity securities of companies located in emerging market countries, which are those considered to be developing. Emerging market countries are countries that are generally considered to be developing or emerging countries by the International Bank for Reconstruction and Development (more commonly referred to as the “World Bank”) or the International Finance Corporation, as well as countries that are classified by the United Nations or otherwise regarded by their own authorities as developing. The portfolio manager may identify other emerging market countries on the basis of market capitalization and liquidity and may consider issuers emerging market issuers based on their inclusion (or consideration for inclusion) as emerging market issuers in one or more broad-based market indices. Securities acquired by the Fund are typically listed on stock exchanges in emerging market countries, but also may include securities traded in markets outside these countries, including securities trading in the form of depositary receipts. The Fund seeks to employ a top-down, disciplined and structured investment process that emphasizes broad exposure and diversification among emerging market countries, economic sectors and issuers. This strategy utilitizes targeted allocation and periodic rebalancing to take advantage of certain quantitative and behavioral characteristics of emerging markets identified by the portfolio managers.

Common Practices. Dividend Income Fund may invest up to 35% of its assets, Equity Research Fund may invest up to 25% of its assets and International Equity Fund and Structured Emerging Markets Fund may invest without limit in foreign securities. Each Fund may at times engage in derivatives transactions (such as futures contracts and options, covered short sales and equity swaps) to protect against price declines, to enhance returns or as a substitute for purchasing or selling securities.

Principal Risk Factors

The value of Fund shares is sensitive to stock market volatility. If there is a general decline in the value of publicly-traded stocks (exchange-listed stocks in emerging market countries in the case of Structured Emerging Markets Fund), the value of a Fund’s shares will also likely decline. Changes in stock market values especially in emerging market countries can be sudden and unpredictable. Also, although stock values can rebound, there is no assurance that values will return to previous levels. Equity Research Fund, International Equity Fund and Structured Emerging Markets Fund seek to minimize volatility by diversifying their holdings among many companies and industries. Structured Emerging Markets

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Fund also diversifies its holdings among many countries. Because each Fund invests in foreign securities, the value of Fund shares may be affected by changes in currency exchange rates and other political and economic developments abroad. The use of derivative transactions is subject to certain limitations and may expose a Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty, or unexpected price or market movements. The use of dividend capture strategies by Dividend Income Fund will expose the Fund to increased trading costs and greater potential for capital loss or gain.

Because the Dividend Income Fund invests in preferred stocks, the Fund’s net asset value may decline if market interest rates rise. When interest rates rise, the value of such securities will generally fall. Interest rates are currently low relative to historic levels. Common stocks may also be influenced by changes in interest rates. The Fund’s ability to distribute income to shareholders will substantially depend on the yields available on common and preferred stocks. Changes in the dividend policies of companies held by the Fund could make it difficult for the Fund to provide a predictable level of income.

Because Dividend Income Fund may invest a significant portion of its assets in the utilities and financial services sectors, the value of Fund shares may fluctuate more than if the Fund invested in a broader variety of sectors. Companies in the utilities sector are sensitive to changes in interest rates and other economic conditions, governmental regulation, uncertainties created by deregulation, power shortages and surpluses, the price and availability of fuel, environmental protection or energy conservation practices, the level and demand for services, and the cost and potential business disruption of technological developments. Companies in the financial services sector are also subject to extensive government regulation and can be significantly affected by the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, and price competition.

Because Structured Emerging Markets Fund invests predominantly in foreign securities of companies located in emerging market countries, Fund shares are sensitive to factors affecting such companies. Because securities markets in emerging market countries are substantially smaller, less liquid and more volatile than the major securities markets in the United States, Fund share values will be more volatile. Emerging market countries are either comparatively underdeveloped or in the process of becoming developed. Investment in emerging market countries typically involves greater price volatility than investments in securities of issuers in developed countries. Emerging market countries may have relatively unstable governments and economies based on only a few industries. The value of Fund shares will likely be particularly sensitive to changes in the economies of such countries (such as reversals of economic liberalization, political unrest or changes in trading status). Although depositary receipts have similar risks, unsponsored receipts may also involve higher expenses, may not pass through voting and other shareholder rights, and may be less liquid than receipts sponsored by issuers of the underlying securities. Each of the other Funds will be subject to risks described above to the extent they invest in emerging market countries.

No Fund is a complete investment program and you may lose money by investing. Shareholders should invest for the long-term. An investment in a 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.

Performance Information. As of the date of this prospectus, International Equity Fund and Structured Emerging Markets Fund have not completed a full calendar year so there is no performance information.

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Eaton Vance Dividend Income Fund

Performance Information. The following bar chart and table provide information about the Fund’s performance for the calendar year ended December 31, 2006. For the fiscal year ended October 31, 2006, Eaton Vance voluntarily limited Total Annual Fund Operating Expenses to 1.40% . Absent the subsidy, Fund performance would have been lower. The returns in the bar chart are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains returns for each Class of shares and a comparison to the performance of a broad-based index of value stocks. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.


For the period from December 31, 2005 through December 31, 2006, the highest quarterly total return for the Fund was 8.50% for the quarter ended December 31, 2006, and the lowest quarterly return was 1.46% for the quarter ended June 30, 2006.

Average Annual Total Return as of December 31, 2006    One Year    Life of Fund 

 
Class A Return Before Taxes    16.39%     16.23% 
Class A Return After Taxes on Distributions    14.59%     14.58% 
Class A Return After Taxes on Distributions and the Sale of Class A Shares    11.22%     13.03% 
Class C Return Before Taxes    21.52%     21.70% 
Class I Return Before Taxes    23.93%     23.09% 
Class R Return Before Taxes    23.37%     22.59% 
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)    22.25%     21.03% 

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable contingent deferred sales charge (“CDSC”) for Class C. Class R and Class I shares generally have no sales charge. The Fund commenced operations on November 30, 2005. Life of Fund returns are calculated from November 30, 2005. The Russell 1000 Value Index is a broad-based, unmanaged index of value stocks. Investors cannot invest directly in an Index. (Source for Russell 1000 Value Index: Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

5


Eaton Vance Equity Research Fund

Performance Information. The following bar chart and table provide information about the Fund’s performance for each calendar year through December 31, 2006. From inception to August 26, 2005, the Fund’s expenses were voluntarily subsidized to limit Total Annual Fund Operating Expenses to 1.40% . For the fiscal year ended October 31, 2006, Eaton Vance voluntarily limited Total Annual Fund Operating Expenses to 1.25% . Absent the subsidy, Fund performance would have been lower. Effective June 13, 2005, the Fund’s outstanding shares were classified as Class A shares. The returns in the bar chart are for Class A shares and do not reflect a sales charge. If a sales charge was reflected, the returns would be lower. The table contains the returns for Class A shares and a comparison to the performance of a broad-based index of domestic equity stocks. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.


For the period from December 31, 2001 through December 31, 2006, the highest quarterly total return for Class A was 14.59% for the quarter ended June 30, 2003, and the lowest quarterly return was –16.29% for the quarter ended September 30, 2002.

     One     Five    Life of 
Average Annual Total Return as of December 31, 2006     Year    Years    Fund 

 
Class A Return Before Taxes     7.42%    5.42%    5.52% 
Class A Return After Taxes on Distributions     6.71%    5.11%    5.21% 
Class A Return After Taxes on Distributions and the Sale of Class A Shares     5.57%    4.63%    4.72% 
S&P 500 Index (reflects no deduction for fees, expenses or taxes)    15.78%    6.18%    6.26% 

These returns reflect the maximum sales charge (5.75%) for Class A. Class A commenced operations November 1, 2001. Life of Fund returns are calculated from November 30, 2001. The S&P 500 Index is a broad-based, unmanaged market index of common stocks commonly used as a measure of U.S. stock market performance. Investors cannot invest directly in an Index. (Source for the S&P 500 Index returns: Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. The Fund’s performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

6


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

Shareholder Fees for Dividend Income Fund and Equity Research Fund                 
(fees paid directly from your investment)    Class A    Class C*    Class I*    Class R* 

Maximum Sales Charge (Load) (as a percentage of offering price)    5.75%     None    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    1.00%    None     None 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions    None     None    None     None 
Exchange Fee    None     None    None     None 

* Dividend Income Fund only.

Shareholder Fees for International Equity Fund and Structured Emerging Markets Fund             
(fees paid directly from your investment)    Class A    Class C    Class I 

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    1.00%    None 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions     None     None    None 
Redemption Fee (as a percentage of amount redeemed)*    1.00%     None    1.00% 
Exchange Fee     None     None    None 

* For Class A and Class I shares redeemed or exchanged within 90 days of the settlement of purchase.

Annual Fund Operating Expenses for Dividend Income Fund                 
(expenses that are deducted from Fund and Portfolio assets)    Class A    Class C    Class I    Class R 

Management Fees    0.80%    0.80%    0.80%    0.80% 
Distribution and Service (12b-1) Fees    0.25%    1.00%     n/a    0.50% 
Other Expenses    1.57   1.57   1.57   1.57
Total Annual Fund Operating Expenses    2.62%    3.37%    2.37%    2.87% 
Less Expense Reimbursement and Fee Waiver*    (1.22 )%    (1.22 )%    (1.22 )%    (1.22 )% 
Net Annual Fund Operating Expenses    1.40%    2.15%    1.15%    1.65% 

* For the fiscal year ended October 31, 2006, the administrator agreed to reimburse the Fund’s expenses to the extent that Total Annual Fund Operating Expenses exceed 1.40% , 2.15% , 1.15% and 1.65% for Class A, Class C, Class I and Class R shares, respectively. This expense reimbursement will continue through February 28, 2008. Thereafter, the reimbursement may be changed or terminated at any time.

Annual Fund Operating Expenses for Equity Research Fund     
(expenses that are deducted from Fund assets)    Class A 

Management Fees    0.80% 
Distribution and Service (12b-1) Fees    0.25% 
Other Expenses    3.94
Total Annual Fund Operating Expenses    4.99% 
Less Expense Reimbursement and Fee Waiver*    (3.59 )% 
Net Annual Fund Operating Expenses    1.40% 

*      For the fiscal year ended October 31, 2006, Eaton Vance limited Total Annual Fund Operating Expenses to 1.25%. Eaton Vance has agreed to limit Total Annual Fund Operating Expenses to 1.40% for Class A. This expense limitation will continue through February 28, 2008. Thereafter, the expense limitation may be changed or terminated at any time.
 

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Annual Fund Operating Expenses for International Equity Fund             
(expenses that are deducted from Fund and Portfolio assets)    Class A    Class C    Class I 

Management Fees    1.00%    1.00%    1.00% 
Distribution and Service (12b-1) Fees    0.25%    1.00%     n/a 
Other Expenses*    4.06   4.06   4.06
Total Annual Fund Operating Expenses    5.31%    6.06%    5.06% 
Less Expense Reimbursement and Fee Waiver**    (3.81 )%    (3.81 )%    (3.81 )% 
Net Annual Fund Operating Expenses    1.50%    2.25%    1.25% 

*      Other Expenses are estimated.
 
**      The investment adviser, sub-adviser and administrator have agreed to limit the Total Annual Fund Operating Expenses of Class A, Class C and Class I to 1.50%, 2.25% and 1.25%, respectively. This expense limitation will continue through February 28, 2008, and could be terminated at any time thereafter.
 
Annual Fund Operating Expenses for Structured Emerging Markets Fund             
(expenses that are deducted from Fund assets)    Class A    Class C     Class I 

Management Fees     1.00%     1.00%     1.00% 
Distribution and Service (12b-1) Fees     0.25%     1.00%     n/a 
Other Expenses*     9.74%     9.74%     9.74% 
Acquired Fund Fees and Expenses***      0.02     0.02     0.02
Total Annual Fund Operating Expenses    11.01%    11.76%    10.76% 
Less Expense Reimbursement and Fee Waiver**    (9.49 )%    (9.49 )%    (9.49 )% 
Net Annual Fund Operating Expenses     1.52%     2.27%     1.27% 

*      Other expenses are estimated.
 
**      The investment adviser, sub-adviser and administrator have agreed to limit the Total Annual Fund Operating Expenses of Class A, Class C and Class I to 1.50%, 2.25% and 1.25%, respectively(not including the amount of Acquired Fund Fees and Expenses). This expense limitation will continue through February 28, 2008. Thereafter, the expense limitation may be changed or terminated at any time.
 
***      These fees and expenses are not included in the Financial Highlights tables; accordingly, Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets indicated in the Financial Highlights table.
 

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Example. These Examples are intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. Each 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. Each 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 

Dividend Income Fund    Class A shares    $709    $ 993    $1,297    $2,158 
    Class C shares    $318    $ 673    $1,154    $2,483 
    Class I shares    $117    $ 365    $ 633    $1,398 
    Class R shares    $168    $ 520    $ 897    $1,955 
Equity Research Fund    Class A shares    $709    $ 993    $1,297    $2,158 
International Equity Fund    Class A shares    $719*    $1,022    $1,346    $2,263 
    Class C shares    $328    $ 703    $1,205    $2,585 
    Class I shares    $127*    $ 397    $ 686    $1,511 
Structured Emerging Markets Fund    Class A shares    $721*    $1,028    $1,356    $2,283 
    Class C shares    $330    $ 709    $1,215    $2,605 
    Class I shares    $129*    $ 403    $ 697    $1,534 

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

        1 Year    3 Years    5 Years    10 Years 

Dividend Income Fund    Class A shares    $709    $ 993    $1,297    $2,158 
    Class C shares    $218    $ 673    $1,154    $2,483 
    Class I shares    $117    $ 365    $ 633    $1,398 
    Class R shares    $168    $ 520    $ 897    $1,955 
Equity Research Fund    Class A shares    $709    $ 993    $1,297    $2,158 
International Equity Fund    Class A shares    $719    $1,022    $1,346    $2,263 
    Class C shares    $228    $ 703    $1,205    $2,585 
    Class I shares    $127    $ 397    $ 686    $1,511 
Structured Emerging Markets Fund    Class A shares    $721    $1,028    $1,356    $2,283 
    Class C shares    $230    $ 709    $1,215    $2,605 
    Class I shares    $129    $ 403    $ 697    $1,537 

*      Due to the redemption fee, the cost of investing in Class A and Class I shares of International Equity Fund and Structured Emerging Markets Fund for one year would be $100 higher for shares redeemed or exchanged within 90 days of the settlement of the purchase.
 

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Investment Objectives & Principal Policies and Risks

The investment objectives and principal policies and risks of the Funds are set forth below. In the case of a Fund or Portfolio that has a policy of investing at least 80% of its net assets in a particular type of investment (the “80% policy”), the policy will not be changed unless Fund shareholders are given 60 days’ advance notice of the change. For purposes of the 80% policy, net assets include any borrowings for investment purposes.

Dividend Income Fund. The Fund’s investment objective is to achieve total return for its shareholders. The Fund seeks to meet its objective by investing in Dividend Income 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 by the Trustees without shareholder approval. Under normal market conditions, Dividend Income Portfolio invests at least 80% of its net assets in dividend-paying common and preferred stocks.

In selecting securities, the Dividend Income Portfolio invests primarily in dividend-paying common and preferred stocks of U.S. and non-U.S. companies that the investment adviser believes may produce attractive levels of dividend income and which are, in the opinion of the investment adviser, undervalued or inexpensive relative to other similar investments. Stocks may be undervalued in relation to other investments due to adverse economic or other near-term difficulties that cause them not to achieve their expected financial potential. Undervaluation may also arise because companies are misunderstood by investors or because they are out of step with favored market themes.

For its investments in common stocks, Dividend Income Portfolio also seeks to invest in securities that the investment adviser believes have the potential for growth of income and capital appreciation over time. For its investments in preferred stocks, the Portfolio will also take into consideration the interest rate sensitivity of the investments and the investment adviser’s interest rate expectations. Under normal market conditions, the Portfolio expects primarily to invest in preferred stocks that are rated investment grade (which is at least BBB as determined by Standard & Poor’s Ratings Group ("S&P") or Fitch Ratings ("Fitch"), Baa as determined by Moody’s Investors Service, Inc. ("Moody’s") or, if unrated, determined to be of comparable quality by the investment adviser), but may invest to a limited extent in lower rated preferred stocks. Consistent with the Portfolio’s objective, the investment adviser has broad discretion to allocate the Portfolio’s investments between common and preferred stocks.

Dividend Income Portfolio may seek to enhance the level of dividend income it receives by engaging in dividend capture trading. In a dividend capture trade, the Portfolio would sell a stock that has gone ex-dividend to purchase another stock paying a dividend before the next dividend of the stock being sold. By entering into a series of such trades, the Portfolio could augment the amount of dividend income it receives over the course of a year. The use of dividend capture strategies will expose the Portfolio to increased trading costs and greater potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.

Dividend Income Portfolio may invest 25% or more of its assets in each of the utilities and financial services sectors. The utilities sector includes companies engaged in the manufacture, production, generation, transmission, sale and distribution of water, gas and electric energy, as well as companies engaged in the communications field. Companies in the financial services sector include, for example, commercial banks, savings and loan associations, brokerage and investment companies, insurance companies, and consumer and industrial finance companies. The Portfolio also may invest in real estate investment trusts, and therefore, may be subject to the special risks associated with real estate investing. The Portfolio may not invest 25% or more of its total assets in any one industry.

Investment decisions are made primarily on the basis of fundamental research. The portfolio managers utilize information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. In selecting stocks, the portfolio managers consider (among other factors) a company’s earnings or cash flow capabilities, dividend prospects, the strength of the company’s business franchises and estimates of the company’s net value. Many of these considerations are subjective.

Equity Research Fund. The Fund’s investment objective is to achieve long-term capital appreciation by investing in a diversified portfolio of equity securities. The Fund’s investment objective may not be changed by the Trustees without shareholder approval. Under normal market conditions, the Fund will invest at least 80% of its net assets in a broadly diversified selection of common stocks. Equity Research Fund generally intends to maintain investments in all or substantially all of the market sectors represented in the S&P 500. Particular stocks owned by the Fund will not mirror the S&P 500.

The portfolio securities of Equity Research Fund are selected by a team of investment research analysts in the investment adviser’s equity research group. Each analyst maintains responsibility for Fund investments in his or her area of research coverage. Allocations among market sectors are determined by the analysts under the direction of the investment team

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leader, using the market sector weightings of the S&P 500 as a benchmark. In selecting and managing the Fund’s securities portfolio, the team of equity research analysts makes investment judgments primarily on the basis of fundamental research analysis. Fundamental research involves consideration of the various company-specific and general business, economic and market factors that influence the future performance of individual companies and equity investments therein.

International Equity Fund. The Fund’s investment objective is to achieve total return for its shareholders. The Fund’s investment objective may be changed by the Trustees without shareholder approval. The Trustees have no present intention to make a change and intends to submit any change in the objective to shareholders for approval. The Fund seeks to meet its objective by investing in International Equity Portfolio, a separate open-end investment company that has the same objective and policies as the Fund.

International Equity Portfolio will normally invest at least 80% of its net assets in a diversified portfolio of foreign equity securities. The portfolio managers expect to invest primarily in companies domiciled in countries represented in the EAFE Index. The Portfolio seeks to outperform the EAFE Index. The Portfolio maintains investments in not less than five different countries and less than 25% of its total assets will be invested in any one industry.

The portfolio managers use fundamental research in managing the International Equity Portfolio, utilizing information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. 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 generally acquires securities with the expectation of holding them for the long-term.

Structured Emerging Markets Fund. The Fund’s investment objective is to seek long-term capital appreciation. The Fund’s investment objective may be changed by the Trustees without sharheolder approval. The Trustees have no present intention to make any such change and shareholders will receive 60 days notice of any material change in the investment objective. Under normal market conditions, the Fund will invest at least 80% of its net assets in equity securities of companies located in emerging market countries. A company will be considered to be located in an emerging market country if it is domiciled in or derives more than 50% of its revenues or profits from emerging market countries. Emerging market countries are countries that are generally considered to be developing or emerging countries by the World Bank or the International Finance Corporation, as well as countries that are classified by the United Nations or otherwise regarded by their own authorities as developing. The portfolio manager may identify other emerging market countries on the basis of market capitalization and liquidity and may consider issuers emerging market issuers based on their inclusion (or consideration for inclusion) as emerging market issuers in one or more broad-based market indices. Emerging market countries include countries in Asia, Latin America, the Middle East, Southern Europe, Eastern Europe, Africa and the region comprising the former Soviet Union.

Structured Emerging Markets Fund seeks to employ a top-down, disciplined and structured investment process that emphasizes broad exposure and diversification among emerging market countries, economic sectors and issuers. This strategy utilitizes targeted allocation and periodic rebalancing to take advantage of certain quantitative and behavioral characteristics of emerging markets identified by the portfolio manager. The portfolio manager selects and allocates across countries based on factors such as size, liquidity, level of economic development, local economic diversification, and perceived risk and potential for growth. The Fund maintains a bias to broad inclusion; that is the Fund intends to allocate its portfolio holdings to more emerging market countries rather than fewer emerging market countries. Relative to capitalization-weighted country indexes, individual country allocation targets emphasize the less represented emerging market countries. The Fund’s country allocations are rebalanced periodically to their target weights which has the effect of reducing exposure to countries with strong relative performance and increasing exposure to countries which have underperformed. Within each country, the Fund seeks to maintain exposure across key economic sectors such as industrial/technology, consumer, utilities, basic industry/resource and financial. Relative to capitalization-weighted country indexes, the portfolio managers target weights to these sectors to emphasize the less represented sectors. The portfolio managers select individual securities as representatives of their economic sectors and generally weights them by their relative capitalization within that sector.

More than 25% of Structured Emerging Markets Fund’s total assets may be denominated in any single currency. 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. At times, the portfolio managers may (but are not obligated to) use hedging techniques (such as forward contracts and options) to attempt to mitigate adverse effects of foreign currency fluctuations.

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Structured Emerging Markets Fund may invest in securities of smaller, less seasoned companies. Such securities are generally subject to greater price fluctuations, limited liquidity, higher transaction costs and higher investment risk. Smaller companies may have limited product lines, markets or financial resources, may be dependent on a limited management group or lack substantial capital reserves and do not have established performance records. There is generally less publicly available information about such companies than larger, more established companies. The Fund also may invest in privately issued securities including privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or “basket” of securities, or sometimes a single stock (referred to as “equity-linked securities”). The Fund may invest up to 15% of its assets in privately issued securities.

Stocks purchased by Structured Emerging Markets Fund may be undervalued due to adverse economic conditions or other near-term difficulties that cause them not to achieve their expected financial potential. Undervaluation may also arise because companies are misunderstood by investors or because they are out of step with favored market themes.

Structured Emerging Markets Fund may invest in convertible instruments which will generally not be rated, but will typically be equivalent in credit quality to securities rated below investment grade (i.e., credit quality equivalent to lower than Baa by Moody’s and lower than BBB by S&P). Convertible debt securities that are not investment grade are commonly called “junk bonds” and have risks similar to equity securities; they have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade debt securities. Such lower rated debt securities will not exceed 20% of total assets.

Additional Policies and Risks

Foreign Investments. Dividend Income Portfolio may invest up to 35% of its assets, Equity Research Fund may invest up to 25% of its assets, and International Equity Portfolio and Structured Emerging Markets Fund may invest without limit 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. Currency exchange rates may fluctuate significantly over short periods of time causing a Fund or Portfolio’s net asset value to fluctuate as well. Costs are incurred in connection with conversions between various currencies.

Investments in emerging market countries can be considered speculative, and therefore may offer higher potential for gains and losses than investments in the developed markets of the world. Political and economic structures in emerging market countries generally lack the social, political and economic stability characteristics of the United States. Governmental actions can have a significant effect on the economic conditions in such countries, which could adversely affect the value and liquidity of a Fund’s or Portfolio’s investments. The laws of countries in the region relating to limited liability of corporate shareholders, fiduciary duties of officers and directors, and the bankruptcy of state enterprises are generally less well developed than or different from such laws in the United States. It may be more difficult to obtain a judgment in the courts of these countries than it is in the United States. In addition, unanticipated political or social developments may affect the value of a Fund’s or Portfolio’s investments in these countries and the availability to the Fund or Portfolio of additional investments. These factors may cause emerging market securities to be more volatile and potentially less liquid than securities in more developed countries. Settlement of securities transactions in emerging market countries are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the liquidity of a Fund’s or Portfolio’s assets. In addition, disruptions due to work stoppages and trading improprieties in these securities markets have caused such markets to close. If extended closings were to occur in stock markets where Structured Emerging Markets Fund was heavily invested, the Fund’s ability to redeem Fund shares could become correspondingly impaired. To mitigate these risks, Structured Emerging Markets Fund may maintain a higher cash position than it otherwise would, thereby possibly diluting its return, or the Fund may have to sell more liquid securities which it would not otherwise choose to sell.

As an alternative to holding foreign-traded securities, each Fund and Portfolio may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges 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 Dividend Income Fund’s 35% limitation or Equity Research Fund’s 25% limitation on investing in foreign securities. Depositary receipts are subject

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to many risks associated with investing directly in foreign securities, including political and economic risks. Depositary receipts are considered foreign securities for purposes of International Equity Portfolio’s 80% policy. For purposes of Structured Emerging Markets Fund’s 80% policy, depositary receipts are considered equity securities of companies located in emerging market countries if the issuer of the depositary receipt is domiciled in or derives more than 50% of its revenues or profits from emerging market countries. Each of Dividend Income Portfolio, International Equity Portfolio and Structured Emerging Markets Fund may (but are not obligated to) buy and sell foreign currency forward contracts to hedge its foreign currency exposures. Investing in foreign securities may subject a Fund or Portfolio to foreign tax withholding.

Illiquid Securities. Each Fund and 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 a Fund or Portfolio illiquidity if eligible buyers become uninterested in purchasing them.

Securities Lending. The Funds and Portfolios 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. Loans will only be made to firms that have been approved by the investment adviser. The investment adviser or the securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned. Each Fund and Portfolio may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law.

Borrowing. Each Fund and Portfolio may borrow amounts up to one-third of the value of its total assets (including borrowings), 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. Such borrowings would result in increased expense to a Fund or Portfolio and, while they are outstanding, would magnify increases or decreases in the value of Fund shares. Each Fund and Portfolio will not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets. During unusual market conditions, a Fund or Portfolio may temporarily invest up to 100% of its assets in cash or cash equivalents, which may be inconsistent with a Fund’s or Portfolio’s investment objective(s).

Portfolio Turnover. The annual portfolio turnover rate of Dividend Income Portfolio may exceed 100%. A mutual fund with a high turnover rate (100% or more) may generate more capital gains and pay more commissions (which may reduce return) than a fund with a lower rate. Capital gains distributions (which reduce the after-tax returns of shareholders holding Fund shares in taxable accounts) will be made to shareholders if offsetting capital loss carryforwards do not exist. For the period from the start of business, November 30, 2005, to October 31, 2006 the Dividend Income Fund’s portfolio turnover rate was 170%, due to the use of dividend capture trading strategies.

Investing in Other Investment Companies. Equity Research Fund’s and Structured Emerging Markets Fund’s investment policies include a fundamental investment provision allowing the Fund to invest substantially all of its investable assets in one or more open-end management investment companies having substantially the same investment policies and restrictions as the Fund. Any such company or companies would be advised by the Fund’s investment adviser (or an affiliate) and the Fund would not pay directly any advisory fee with respect to the assets so invested. Each Fund will indirectly bear its proportionate share of any management fees paid by investment companies in which it invests in addition to the advisory fee paid by the Fund. A Fund may initiate investments in one or more investment companies at any time without shareholder approval. Dividend Income Portfolio, Equity Research Fund and Structured Emerging Markets Fund may invest up to 10% of net assets in unaffiliated investment companies and other pooled investment vehicles.

Reflow Liquidity Program. Each Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. Following purchases of fund shares, ReFlow then generally redeems those shares when the fund experiences net sales, at the end of a maximum holding period prescribed by ReFlow or at other times at ReFlow’s discretion. For use of the ReFlow service, a Fund pays a fee to ReFlow each time it purchases fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction

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among participating mutual funds. The current minimum fee rate is 0.15% of the value of the fund shares purchased by ReFlow. Such fee is allocated among a fund’s share classes based on relative net assets. ReFlow’s purchases of fund shares through the liquidity program are made on an investment-blind basis without regard to the fund’s objective, policies or anticipated performance. ReFlow will purchase Class I shares (Class A shares for the Equity Research Fund) at net asset value and will not be subject to any sales charge or investment minimum, if applicable to such shares. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a fund.

A Fund or Portfolio might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or in the Statement of Additional Information. While at times a Fund or Portfolio may use alternative investment strategies in an effort to limit losses, it may choose not to do so.

Management and Organization

Management. Each 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, MA 02109. Eaton Vance serves as investment adviser to Equity Research Fund and Structured Emerging Markets Fund. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its subsidiaries currently manage over $130 billion on behalf of mutual funds, institutional clients and individuals. The investment advisers manage investments pursuant to an investment advisory agreement. Information about portfolio managers and advisory fees is set forth below.

Dividend Income Portfolio. Under its investment advisory agreement with Dividend Income Portfolio, BMR receives a monthly advisory fee equivalent to 0.65% 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. For the period from the Portfolio’s commencement of operations, March 24, 2006, to the fiscal year ended October 31, 2006, the Portfolio paid BMR advisory fees equivalent to 0.65% (annualized) of its average daily net assets.

Prior to March 24, 2006, the assets of Dividend Income Fund were managed by Eaton Vance under an investment advisory agreement substantially identical to the agreement between the Portfolio and BMR. For the period from the Fund’s start of business November 30, 2005, to March 24, 2006, the Fund paid Eaton Vance advisory fees equivalent to 0.65% (annualized) of its average daily net assets.

Judith A. Saryan and Aamer Khan have managed the Dividend Income Portfolio since it commenced operations. Both Ms. Saryan and Mr. Khan have been members of the equity investment group at Eaton Vance for more than five years and manage other Eaton Vance portfolios. Ms. Saryan has managed Eaton Vance portfolios for more than five years and Mr. Khan has been an analyst on Eaton Vance portfolios for more than five years, and each are Vice Presidents of Eaton Vance and BMR.

Equity Research Fund. Under its investment advisory agreement with Equity Research Fund, Eaton Vance receives a monthly advisory fee equal to 0.65% annually of the average daily net assets of the Fund up to $500 million. On net assets of $500 million and over the annual fee is reduced. For the fiscal year ended October 31, 2006, absent a fee reduction, Eaton Vance would have earned advisory fees equivalent to 0.65% of the Fund’s average daily net assets.

The day-to-day management of the Equity Research Fund’s portfolio is the responsibility of a team of analysts supervised by Walter A. Row, III, who has acted as the investment team leader since the Fund commenced operations. The team meets periodically to discuss investment policy and procedures and to provide investment research for the Fund. Mr. Row is Director of Equity Research and has been a Vice President of Eaton Vance for more than five years. He also manages other Eaton Vance portfolios. As team leader, Mr. Row coordinates the allocation of Fund assets among the market sectors, using the weightings of the S&P 500 as a benchmark. The various team members are responsible for choosing the particular securities within their sectors or industries. The members of his investment team are as follows:

Charles Gaffney has been a Vice President of Eaton Vance for four years and is an equity analyst covering energy and utilities. Prior to joining Eaton Vance he was an equity analyst at Brown Brothers Harriman for more than three years.

Jeanne Gilchrist has been a Vice President of Eaton Vance since April, 2006 and is an equity analyst covering pharmaceutical and biotechnology. Prior to joining Eaton Vance she was an equity analyst at Cadence Capital for more than five years.

Aamer Khan has been a Vice President of Eaton Vance for more than five years and is an equity analyst covering regional banks, builders and paper.

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Stewart Muter has been a Vice President of Eaton Vance since January, 2007 and is an equity analyst covering information technology. Prior to joining Eaton Vance he was an equity analyst at Royal Bank of Canada for three years and an equity analyst at Canaccord Adams for more than two years.

Dana Robinson has been a Vice President of Eaton Vance for more than five years and is an equity analyst covering aerospace & defense, auto components, transportation and food & beverage.

International Equity Portfolio. Under its investment advisory agreement with International Equity Portfolio, BMR receives a monthly advisory fee equal to 1.00% 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. Pursuant to an investment sub-advisory agreement, BMR has delegated the investment management of the Portfolio to Eagle Global Advisors, L.L.C. (“Eagle”), a registered investment adviser. BMR pays Eagle a portion of the advisory fee for sub-advisory services provided to the Portfolio. For the period from the start of business May 31, 2006, to the fiscal year ended October 31, 2006 the Portfolio paid BMR advisory fees equivalent to 1.00% (annualized) of its average daily net assets.

Edward R. Allen, III and Thomas N. Hunt, III have served as the portfolio managers of the International Equity Portfolio since commencement of operations. Messrs. Allen and Hunt are each partners at Eagle and have been employed by Eagle for more than five years.

Structured Emerging Markets Fund. Under its investment advisory agreement with Structured Emerging Markets Fund, Eaton Vance receives a monthly advisory fee equal to 0.85% annually of the average daily net assets of the Fund up to $500 million. On net assets of $500 million and over the annual fee is reduced. Pursuant to an investment sub-advisory agreement, Eaton Vance has delegated the investment management of the Fund to Parametric Portfolio Associates ("Parametric"), a registered investment adviser and majority-owned subsidiary of Eaton Vance. Eaton Vance pays Parametric a portion of the advisory fee for sub-advisory services provided to the Fund. For the period from the start of business, June 30, 2006, to the fiscal year ended October 31, 2006, the Fund paid Eaton Vance advisory fees equivalent to 0.85% (annualized) of its average daily net assets.

The Fund is managed by a team of three portfolio managers from Parametric. The members of the team are Cliff Quisenberry, Thomas Seto and David Stein. Mr. Quisenberry has served as the portfolio manager of the Fund since operations commenced and Mr. Seto and Mr. Stein have been fund portfolio managers since March 1, 2007. Mr. Quisenberry has been a Vice President and global portfolio manager of Parametric for more than five years. Mr. Seto has been a Vice President and Director of Portfolio Management at Parametric for more than five years. Mr. Stein has been Managing Director and Chief Investment Officer at Parametric for more than five years. They all manage another Eaton Vance Fund.

The Funds’ most recent shareholder reports provide information regarding the basis for the Trustees’ approval of the investment advisory and sub-advisory agreements.

The Statement of Additional Information provides additional information about each investment management team member (for Equity Research Fund) and each portfolio manager’s compensation, other accounts managed by the team members and each portfolio manager, and the team members and each portfolio manager’s ownership of Fund shares with respect to which that team member or portfolio manager has management responsibilities.

Eaton Vance serves as the administrator of each Fund, providing each Fund with administrative services and related office facilities. In return, each Fund (except International Equity Fund) is authorized to pay Eaton Vance a monthly administrative fee equal to 0.15% annually of average daily net assets. For the fiscal year ended October 31, 2006, each Fund (except International Equity Fund) paid Eaton Vance administration fees of 0.15% of average daily net assets. Eaton Vance receives no compensation for serving as administrator of International Equity Fund.

Eaton Vance also serves as the sub-transfer agent for each Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs in the performance of sub-transfer agency services. This fee is paid to Eaton Vance by a Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

Organization. Each Fund is a series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust. Each 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 Funds do not hold annual shareholder meetings, but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval). As an investor in a Portfolio, Dividend Income and International Equity Funds may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, the Fund will hold a meeting of shareholders to consider the Portfolio matter

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and then vote their interest in the Portfolio in proportion to the votes cast by its shareholders. Dividend Income and International Equity Funds can withdraw from a Portfolio at any time without shareholder approval.

Because the Funds use this combined prospectus, a Fund could be held liable for a misstatement or omission made about another Fund. The Trust’s Trustees considered this risk in approving the use of a combined prospectus.

Valuing Shares

Each 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), which is derived from Fund or Portfolio holdings. 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. Each Fund may accept purchase and redemption orders as of the time of their receipt by certain investment dealers (or their designated intermediaries).

The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments. For International Equity Portfolio and Structured Emerging Markets Fund, the investment adviser has delegated daily valuation of the Portfolio and Fund, respectively, to a sub-adviser. Pursuant to the procedures, exchange-listed securities normally are valued at closing sale prices. In certain situations, the investment adviser may use the fair value of a security if prices are unavailable or are deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before a Fund or Portfolio values its assets that would materially affect net asset value. In addition, for foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign securities trade on days when Fund shares are not priced, the value of securities held by a Fund or Portfolio can change on days when Fund shares cannot be redeemed. The investment adviser expects to fair value domestic securities in limited circumstances, such as when the securities are subject to restrictions on resale. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

Purchasing Shares

Class A, Class C and Class R

You may purchase shares through your investment dealer or by mailing an account application form to the transfer agent (see back cover for address). You may request an account application by calling 1-800-262-1122. Your initial investment must be at least $1,000.

After your initial investment, additional investments 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 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, certain group purchase plans (including tax-deferred retirement, other pension plans and proprietary fee-based programs sponsored by broker-dealers), the ReFlow liquidity program and for persons affiliated with Eaton Vance and certain Fund service providers (as described in the Statement of Additional Information).

Purchase orders will be executed at the net asset value next determined after their receipt by a Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. 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. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

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Class I Shares

Class I shares are offered to clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time. The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information), and the ReFlow liquidity program. The initial minimum investment also is waived for individual accounts of a financial intermediary that charges an ongoing fee for its services (as described below), provided the aggregate value of such accounts invested in Class I shares of the Fund is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million.

Class I shares may be purchased through an investment dealer or by requesting your bank to transmit immediately available funds (Federal Funds) by wire to the address set forth below. To make an initial investment by wire, you must first telephone the Fund Order Department at 1-800-225-6265 (extension 7604) to advise of your action and to be assigned an account number. Failure to call will delay the order. An account application form must be promptly forwarded to the transfer agent (see back cover for address). You may request a current account application by calling 1-800-262-1122. Additional investments may be made at any time through the same wire procedure. The Fund Order Department must be advised by telephone of each transmission. Wire funds to:

  Mellon Trust of New England N.A.

ABA #011001234

Account #080411

Further Credit: Eaton Vance Dividend Income Fund - Class I Shares - Fund #397 OR

                       Eaton Vance International Equity Fund - Class I Shares - Fund #86 OR

                       Eaton Vance Structured Emerging Markets Fund - Class I Shares - Fund #83

                      A/C # [Insert your account number]

Purchase orders will be executed at the net asset value next determined after their receipt by each Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. If you purchase shares through an investment dealer, that dealer may charge you a fee for executing the purchase for you. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

Restrictions on Excessive Trading and Market Timing. The Funds are not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including restricted securities and emerging market securities and certain small-cap companies for Structured Emerging Markets Fund) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). In addition, because each Fund and Portfolio invests in foreign securities, it may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. The investment adviser or the sub-adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see “Valuing Shares”). The use of fair value pricing, the redemption fee applicable to Class A and Class I shares of International Equity Fund and Structured Emerging Markets Fund, and the

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restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Funds.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than two round-trip exchanges (exchanging from one fund to another fund and back again) within 12 months, it will be deemed to constitute market timing or excessive trading. Under the policies, each Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. Each Fund and its principal underwriter cannot ensure that they will be able to identify all cases of market timing and excessive trading, although they believe they have adequate procedures in place to attempt to do so. Each Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in each Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing. Investments in each Fund by ReFlow in connection with the ReFlow liquidity program (which is described under "Investment Objectives & Principal Policies and Risks" above) are not subject to the two round trip limitation.

The Funds and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to a Fund. Each Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to each Fund. Such policy may be more or less restrictive than a Fund’s policy. Each Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Funds or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class. Each Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:

Each investor’s considerations are different. You should speak with your investment dealer to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Funds.

Class A shares are offered at net asset value plus a front-end sales charge of up to 5.75% . This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $50,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Purchases of Class A shares of International Equity Fund and Structured Emerging Markets Fund are subject to a 1% redemption fee if redeemed within 90 days of settlement of purchase. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets. Returns on Class A shares are generally higher than returns on Class C and Class R shares because Class A has lower annual expenses than those classes.

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Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within 12 months of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class C shares are generally lower than returns on Class A shares because Class C has higher annual expenses than Class A.

Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class I shares are offered to clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, endowments, foundations and qualified plans (as described above). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain fund service providers. Purchases of Class I shares for International Equity Fund and Structured Emerging Markets Fund are subject to a 1% redemption fee if redeemed or exchanged within 90 days of settlement of purchase. Class I shares do not pay distribution or service fees. Returns on Class I shares generally are higher than returns on other classes because Class I has lower annual expenses.

Class R shares are offered at net asset value with no front-end sales charge to retirement plan clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Retirement plan clients include pension plans (including tax-deferred retirement plans and profit-sharing plans), Individual Retirement Account rollovers and non-qualified deferred compensation programs. Class R shares pay distribution fees and service fees equal to 0.50% annually of average daily net assets. Returns on Class R shares are generally lower than returns on Class A shares because Class R has higher annual expenses than Class A.

Payments to Investment Dealers. In connection with sales of Fund shares, an investment dealer may receive sales charges and Fund distribution and service fees as described below. Sales charges, distribution fees and service fees paid to investment dealers vary by share class. In addition, the principal underwriter, out of its own resources, may make cash payments to certain investment dealers who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in specialized selling programs. Payments made by the principal underwriter to an investment dealer may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that investment dealer. Investment dealers also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to investment dealers to the extent permitted by applicable laws and regulations.

Certain investment dealers that maintain “street name” or omnibus accounts provide sub-accounting, recordkeeping and/ or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

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Sales Charges

Class A 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:

    Sales Charge*       Sales Charge*    Dealer Commission 
    as Percentage of    as Percentage of Net    as a Percentage of 
Amount of Purchase     Offering Price     Amount Invested       Offering Price 

 
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**           1.00% 

*      Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.
 
**      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 redemptions within 18 months of purchase.
 

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.

Reducing or Eliminating Class A 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. To receive a reduced sales charge, you must inform your investment dealer or a Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your investment dealer or the Fund know you are eligible for a reduced sales charge, you may not receive the discount to which you are otherwise entitled.

Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in a Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total of $50,000 or more. Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by you may be included for this purpose. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in trust or fiduciary accounts (including retirement accounts) or omnibus or “street name” accounts. In addition, shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan may be combined for purposes of the right of accumulation for the plan and its participants. You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

Under a statement of intention, purchases of $50,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. 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. A statement of intention does not obligate you to purchase (or a Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, endowments and pension plans (including tax-deferred retirement plans and profit sharing plans). Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; and to certain fund service providers as described in the Statement of Additional Information; and in connection with the ReFlow liquidity program. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details.

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Contingent Deferred Sales Charge. Each Class of shares with the exception of Class I shares and Class R 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 18 months of purchase. Class C shares are subject to a 1.00% CDSC if redeemed within 12 months of purchase.

The sales commission payable to investment dealers in connection with sales of Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see “Shareholder Account Features”) and for Class C shares, in connection with certain redemptions from tax-deferred retirement plans. The CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

Distribution and Service Fees. Class A, Class C and Class R shares have in effect a plan under Rule 12b-1 that allows each Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”) and service fees for personal and/or shareholder account services. Class C shares pay distribution fees to the principal underwriter of 0.75% of average daily net assets annually. Class R shares of Dividend Income Fund pay distribution fees of 0.25% of average daily net assets. Although there is no present intention to do so, Dividend Income Fund could pay distribution fees on Class R shares of up to 0.50% annually upon Trustee approval. 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. The principal underwriter compensates investment dealers on sales of Class C shares (except exchange transactions and reinvestments) in an amount equal to 1% of the purchase price of the shares. After the first year, investment dealers also receive 0.75% of the value of Class C shares in annual distribution fees. Class C and Class R also pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25% of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees and the Class C service fees for one year and thereafter investment dealers generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the National Association of Securities Dealers, Inc.

More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.

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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 $100,000 per account (which may include shares of one or 
    more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through 
    Friday, 8:00 a.m. to 7:00 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. 
By Wire    If you have given complete written authorization in advance you may request that 
    redemption proceeds be wired directly to your bank account. The bank designated 
    may be any bank in the United States. The request may be made by calling 1-800- 
    262-1122 or by sending a signature guaranteed letter of instruction to the transfer 
    agent (see back cover for address). You may be required to pay the costs of such 
    transaction; however, no costs are currently charged. A Fund may suspend or 
    terminate the expedited payment procedure upon at least 30 days notice. 
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 either to 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.

Class A shares and Class I shares of International Equity Fund and Structured Emerging Markets Fund are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase. All redemption fees will be paid to the Fund. Redemptions of shares held by tax-deferred retirement plans, in proprietary fee-based programs sponsored by broker-dealers, or by Eaton Vance, its affiliated entities and accounts in which Eaton Vance or such an affiliate have a beneficial interest, as well as the redemption of shares acquired as the result of reinvesting distributions, are not subject to the redemption fee.

While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.

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  Shareholder Account Features

Once you purchase shares, the transfer agent establishes an account for you.

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     Class A, Class C and Class R Dividends and/or capital gains are reinvested in 
    additional shares of any class of another Eaton Vance fund chosen by you, subject 
    to the terms of that fund’s prospectus. Before selecting this option, you must 
    obtain a prospectus of the other fund and consider its objectives, risks, and charges 
    and expenses carefully. 

Information about the Funds. From time to time, you may be mailed the following:

     • Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal  
quarters, respectively, 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.  

Each Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information is filed with the SEC or posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Each Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

Withdrawal Plan. You may redeem shares on a regular monthly or quarterly basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases. Because redemptions of Class A shares and Class I shares of International Equity Fund and Structured Emerging Markets Fund within 90 days of settlement of purchase are subject to a 1% redemption fee (including shares held in individual retirement accounts), shareholders should not make withdrawals pursuant to a Withdrawal Plan during that period.

Tax-Deferred Retirement Plans. All Classes of shares are available for purchase in connection with certain tax-deferred retirement plans. Call 1-800-262-1122 for information. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund or, in the case of Class C shares, Eaton Vance Money Market Fund. Exchanges are made at net asset value (subject to any applicable redemption fee). 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 of Fund shares.

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Before exchanging, you should read the prospectus of the new fund carefully. If you wish to exchange shares, write to the transfer agent (see back cover for address) 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. As described under “Purchasing Shares”, the exchange privilege may be terminated for market timing accounts or for other reasons.

Reinvestment Privilege. 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 you redeem from, 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, your purchase will be at the next determined net asset value following receipt of your request.

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 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 a Fund. If you transfer shares in a “street name” account to an account with another investment dealer or to an account directly with a Fund, you should obtain historical information about your shares prior to the transfer.

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires each Fund to obtain, verify and record information that identifies each person who opens a Fund account. When you open an account, the transfer agent or your investment dealer will ask you for your name, address, date of birth and other identifying information. You also may be asked to produce a copy of your driver’s license and other identifying documents. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the investment dealer is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122, or write to the transfer agent (see back cover for address).

Tax Information

Each Fund intends to pay dividends annually, except Dividend Income Fund which intends to pay dividends monthly, and to distribute any net realized capital gains (if any) annually. Distributions of income (other than qualified dividend income, which is described below) and net short-term capital gains will be taxable as ordinary income. Distributions of qualified dividend income and any long-term capital gains are taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long a Fund or Portfolio owned the investments that generated them, rather than how long a shareholder has owned his or her shares in a Fund. Different classes generally will distribute different amounts. A Fund’s distributions will be taxable as described above whether they are paid in cash or reinvested in additional shares. A portion of Equity Research Fund’s income distributions may be eligible for the dividends-received deduction for corporations.

For taxable years beginning on or before December 31, 2010, distributions of investment income designated by a Fund as derived from "qualified dividend income" will be taxed in the hands of individuals at rates applicable to long-term capital gains provided holding period and other requirements are met at both the shareholder and Fund level.

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Investors who purchase shares at a time when a Fund’s net asset value reflects gains that are either unrealized or realized but undistributed will pay the full price for the shares and then may receive some portion of the purchase price back as a taxable distribution. Certain distributions paid in January will be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.

A Fund’s investments in foreign securities may be subject to foreign withholding or other foreign taxes, which would decrease the Fund’s return on such securities. Under certain circumstances, shareholders of International Equity Fund and Structured Emerging Markets Fund may be entitled to claim a credit or deduction with respect to foreign taxes. In addition, investments in foreign securities or foreign currencies may increase or accelerate a Fund’s recognition of ordinary income and may affect the timing or amount of the Fund’s distributions.

The International Equity Fund intends to file an election each year which would require Fund shareholders to include in gross income thier pro rata share of qualified foreign income taxes paid by the Fund (even though such amounts are not received by the shareholders) and could allow Fund shareholders, provided certain requirements are met, to use their pro rata portion of such foreign income taxes as a foreign tax credit against their federal income taxes or, alternatively, for shareholders who itemize their tax deductions, to deduct their portion of the Fund’s foreign taxes paid in computing their taxable federal income.

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

25


  Financial Highlights

The financial highlights are intended to help you understand a Fund’s financial performance for the periods indicated. Certain information in the tables reflect the financial results for a single Fund share. The total returns in the tables 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). Information for Dividend Income Fund and International Equity Fund has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. Information for Equity Research Fund and Structured Emerging Markets Fund has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The reports of Deloitte & Touche LLP and PricewaterhouseCoopers LLP and each Fund’s financial statements are incorporated herein by reference and included in the annual report, which is available on request.

    Dividend Income Fund

    Period Ended October 31,

    2006 (1)

    Class A   Class C   Class I   Class R

Net asset value - Beginning of period    $10.000     $10.000     $10.610   $10.610  
Income from operations                 
Net investment income (2)     $ 1.401    $ 1.322    $1.912   $ 1.162 
Net realized and unrealized gain (loss)       0.487       0.470    (0.614) (8)      0.090 
Total income from operations    $ 1.888     $ 1.792     $ 1.298   $ 1.252  
Less distributions                 
From net investment income    $ (0.478)    $ (0.432)    $ (0.498)   $ (0.462) 
Total distributions    $ (0.478   $ (0.432   $ (0.498 )   $ (0.462
Net asset value - End of period    $11.410     $11.360     $11.410   $11.400  
Total return (3)        19.26%       18.25%        12.62%      12.15% 
Ratios/Supplemental Data                 
Net assets, end of period (000’s omitted)    $29,586    $23,105    $ 1,098   $ 28 
Ratios (as a percentage of average daily net assets):                 
   Expenses before custodian fee reduction (4)(5)          1.41% (9)          2.16% (9)         1.16% (9)        1.66% (9)  
   Expenses after custodian fee reduction (4)(5)          1.40% (9)          2.15% (9)         1.15% (9)        1.65% (9)  
   Net investment income (5)        14.04% (9)        13.27% (9)         25.28% (9)      14.30% (9)  
Portfolio Turnover of the Fund (6)            35%           35%             35%          35% 
Portfolio turnover of the Portfolio (7)          170%         170%           170%        170% 

26

(See footnotes on last page.)


Financial Highlights (continued)

    Equity Research Fund

    Class A

    Year Ended October 31,

    2006 (2)   2005 (2)   2004 (2)   2003 (2)   2002 (2)(11)

Net asset value - Beginning of year    $12.150     $10.810     $ 9.860     $8.400   $10.000  
Income (loss) from operations                             
Net investment income (loss)    $ 0.064    $ 0.041    $ 0.007    $0.007   $ (0.001) 
Net realized and unrealized gain (loss)       1.771       1.334       0.952      1.453    (1.599) 
Total income (loss) from operations    $ 1.835     $ 1.375     $ 0.959     $1.460   $ (1.600
Less distributions                             
From net investment income    $ (0.021   $ (0.035   $ (0.009   $     —   $      — 
From net realized gain     (0.594)           —           —           —        — 
Total distributions    $ (0.615   $ (0.035   $ (0.009   $     —   $       — 
Net asset value - End of year    $13.370     $12.150     $10.810     $9.860   $ 8.400  
Total Return (10)        15.59%       12.74%         9.73%      17.38%    (16.00)% 
Ratios/Supplemental Data                             
Net assets, end of period (000’s omitted)    $ 3,075    $ 1,730    $ 1,296    $   949   $ 686 
Ratios (As a percentage of average daily net assets):                             
   Expenses before custodian fee reduction (12)          1.25%         1.25%         1.40%         1.40%         1.45% 
   Expenses after custodian fee reduction (12)          1.25%         1.25%         1.40%         1.40%         1.40% 
   Net investment income (loss)         0.51%         0.35%         0.07%         0.08%       (0.01)% 
Portfolio Turnover           74%           93%           70%           64%        90% 

27

(See footnotes on last page.)


Financial Highlights (continued)

    International Equity Fund

    Period ended October 31,

    2006 (1)(2)

    Class A   Class C   Class I

Net asset value - Beginning of period    $10.000             $10.000     $10.000  
Income (loss) from operations                 
Net investment income (loss)    $ (0.003)           $ (0.037)    $ 0.037 
Net realized and unrealized gain (loss )       0.653        0.657       0.623 
Total income from operations    $ 0.650             0.620     $ 0.660  
Redemption Fees    $ 0.000 (15)             0.000 (15)     $ 0.000 (15)  
Net asset value - End of period    $10.650             $10.620     $10.660  
Total Return (10)          6.50%         6.20%         6.60% 
Ratios/Supplemental Data                 
Net assets, end of period (000’s omitted)    $ 430           $     170    $ 2,726 
Ratios (As a percentage of average daily net assets):                 
   Expenses before custodian fee reduction (4)(13)          1.51% (9)          2.26% (9)          1.26% (9)  
   Expenses after custodian fee reduction (4)(13)          1.50% (9)          2.25% (9)          1.25% (9)  
   Net investment income (loss)       (0.08)% (9)         (0.87)% (9)          0.87% (9)  
Portfolio Turnover of the Portfolio             1%             1%             1% 

(See footnotes on last page.)

28


Financial Highlights (continued)

    Structured Emerging Markets Fund

    Period ended October 31,

    2006 (1)(2)

    Class A   Class C   Class I

Net asset value - Beginning of period    $10.000             $10.000     $10.000  
Income (loss) from operations             
Net investment income (loss)    $ 0.010           $ (0.010)    $ 0.030 
Net realized and unrealized gain (loss )       1.140               1.130       1.120 
Total income from operations    $ 1.150             $ 1.120     $ 1.150  
Net asset value - End of period    $11.150             $11.120     $11.150  
Total Return (10)        11.50%               11.20%       11.50% 
Ratios/Supplemental Data             
Net assets, end of period (000’s omitted)    $ 1,451           $ 132    $15,405 
Ratios (As a percentage of average daily net assets):             
   Expenses (14)          1.50% (9)                  2.25% (9)          1.25% (9)  
   Net investment income (loss)         0.32% (9)              (0.030)% (9)          0.88% (9)  
Portfolio Turnover             6%                       6%             6% 

(1)      For Class A and Class C shares of Dividend Income Fund, from the start of business, November 30, 2005, to October 31, 2006; for Class I and Class R shares of Dividend Income Fund, from the start of business, January 31, 2006, to October 31, 2006; for Class A, C and I shares of International Equity Fund, for the period from the start of business, May 31, 2006, to October 31, 2006; and for Class A, C and I shares of Structured Emerging Markets Fund, for the period from commencement of operations, June 30, 2006, to October 31, 2006.
 
(2)      Net investment income (loss) per share was computed using average shares outstanding.
 
(3)      Return is calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.
 
(4)      Includes the Fund’s share of the Portfolio’s allocated expenses.
 
(5)      The administrator subsidized certain operating expenses (equal to 1.21% of average net assets for the period from the start of business, November 30, 2005 to October 31, 2006 for Class A and C shares and for the period from the initial issuance of shares, January 31, 2006, to October 31, 2006 for Class I and R shares).
 
(6)      Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.
 
(7)      For the period from the Portfolio’s start of business, March 24, 2006, to October 31, 2006.
 
(8)      The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of the Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
 
(9)      Annualized.
 
(10)       Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. Total return would have been lower had certain expenses had not been reduced during the periods shown.
 
(11)       Class A commenced operations on November 1, 2001.
 
(12)       The advisor waived its advisory fee, the administrator waived its administration fee and the advisor subsidized certain operating expenses (equal to 3.74%, 5.70%, 4.27%, 5.27% and 5.77% of average daily net assets for 2006, 2005, 2004, 2003 and 2002, respectively).
 
(13)       The investment adviser waived its advisory fee and the investment subsidized certain operating expenses (equal to 19.97% of average daily net assets for the period ended October 31, 2006). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio.
 
(14)       The adviser voluntarily waived a portion of its fees and subsidized certain operating expenses (equal to 9.49% (annualized) of average net assets).
 
(15)       Amount represents less than $0.0005 per share.
 

29



More Information

About the Funds: 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 each Fund’s and Portfolio’s investments is available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the past fiscal year. You may obtain free copies of the statement of additional information and the shareholder reports on Eaton Vance’s website at www.eatonvance.com or by contacting the principal underwriter:

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 each 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, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

About Shareholder Accounts: You can obtain more information from Eaton Vance Shareholder Services (1-800-262-1122). 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 02940-9653
1-800-262-1122

The Fund’s SEC File No. is 811-4015.      DEISEP 
2830-3/07    © 2007 Eaton Vance Management   


LOGO

 

^

Eaton Vance Diversified Income Fund
A diversified fund seeking a high level of current income

Eaton Vance Government Obligations Fund
A diversified fund seeking high current return

Eaton Vance High Income Fund
A diversified ^fund seeking a high level of current income

Eaton Vance Low Duration Fund
A diversified fund seeking total return

Prospectus Dated
^March 1, 2007

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.

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


Table of Contents      
Fund Summaries         3 
Performance Information         6 
         Diversified Income Fund         6 
         Government Obligations Fund         7 
         High Income Fund         8 
         Low Duration Fund         9 
         Fund Fees and Expenses     10 
Investment Objectives & Principal Policies and Risks     12 
Management and Organization    ^ 19  
Valuing Shares    ^ 21  
Purchasing Shares    ^ 22  
Sales Charges    ^ 24  
Redeeming Shares    ^ 27  
Shareholder Account Features    ^ 28  
Tax Information    ^ 30  
Financial Highlights    ^ 31  
         Diversified Income Fund    ^ 31  
         Government Obligations Fund    ^ 32  
         High Income Fund    ^ 35  
         Low Duration Fund    ^ 37  
         Appendix A    ^ 39  

2


Fund Summaries

Each Fund’s investment objective and principal strategies and risks are summarized below. Information about the performance, fees and expenses of each Fund is presented on the pages that follow.

Eaton Vance Diversified Income Fund

The Fund’s investment objective is to provide a high level of current income. The Fund may, as a secondary objective, also seek capital appreciation to the extent consistent with its primary objective of high current income.

The Fund is structured as a “fund-of-funds” and, accordingly, currently pursues its objectives by investing its assets in three registered investment companies (each, a “Portfolio”) managed by Eaton Vance Management (“Eaton Vance”) or its affiliates: Boston Income Portfolio, Floating Rate Portfolio, and Government Obligations Portfolio.

  • Boston Income Portfolio normally invests primarily in high yield, high risk corporate bonds rated below invest- ment grade (commonly referred to as “junk bonds”) of domestic and foreign issuers.
  • Floating Rate Portfolio normally invests primarily in interests in senior floating rate loans of domestic and foreign borrowers denominated in both U.S. and foreign currencies (“Senior Loans”).
  • Government Obligations Portfolio normally invests primarily in mortgage-backed securities (“MBS”) that are either issued by the U.S. Government (or one of its agencies or instrumentalities) or privately issued but collater- alized by fixed or adjustable rate mortgages that are insured, guaranteed or otherwise backed by the U.S. Govern- ment or one of its agencies or instrumentalities.

Each Portfolio may engage in active management techniques (such as derivatives, foreign currency transactions, securities lending, short sales, mortgage dollar rolls and forward commitments) to protect against price or foreign currency fluctuations, to enhance return, as a substitute for the purchase and sale of securities, or to manage duration. Government Obligations Portfolio may borrow from banks for investment purposes.

The Fund expects to allocate its assets approximately equally among the Portfolios. The Fund’s investment adviser will monitor the Fund’s allocations to the underlying Portfolios and will rebalance whenever actual allocations exceed plus or minus 3% of the Fund’s pre-determined fixed allocation percentages. Under normal market conditions, the Fund expects to maintain a duration of between 1.5 and 3.5 years and to maintain an average dollar weighted portfolio credit quality of investment grade^ .

Eaton Vance Government Obligations Fund

The Fund’s investment objective is to provide a high current return. The Fund invests primarily in mortgage-backed securities (“MBS”) issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities. When investing in MBS, the Fund currently focuses on so-called “seasoned MBS.” The Fund also invests in U.S. Government obligations, including Treasury bills and notes, and obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities. The Fund may invest significantly in securities issued by various U.S. Government-sponsored entities, such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association. While such issuers may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury. Under normal circumstances, the Fund will invest at least 80% of its net assets in securities issued, backed or otherwise guaranteed by the U.S. Government, or its agencies or instrumentalities. The Fund’s shares are not guaranteed by the U.S. Government. The portfolio manager also uses active management techniques (such as derivatives, securities lending, short sales and forward commitments) and may borrow from banks for investment purposes. The Fund may also enter into mortgage dollar roll transactions.

The Fund currently invests its assets in Government Obligations Portfolio, ^ a separate registered investment company with the same objective and policies as the Fund.

3


Eaton Vance High Income Fund

The Fund’s investment objective is to provide a high level of current income. To do so, the Fund invests primarily in high yield, high risk corporate bonds (^ commonly referred to as “junk bonds”). The Fund will invest a substantial portion of assets in bonds issued in connection with mergers, acquisitions and other highly-leveraged transactions.

The Fund normally invests primarily in bonds rated in the lowest investment grade category or below and in comparable unrated bonds. The Fund invests at least 80% of its net assets in fixed-income securities, including preferred stocks (many of which have fixed maturities), senior and subordinated floating rate loans and convertible securities. The Fund may also purchase securities that make “in-kind“ interest payments, bonds not paying current income and bonds that do not make regular interest payments. The Fund may invest up to 25% of its total assets in foreign securities, which are predominantly U.S. dollar denominated. With respect to non-dollar denominated securities, the Fund may hedge currency fluctuations by entering into forward foreign currency exchange contracts. The Fund will generally hold well in excess of 100 securities, which may help reduce investment risk.

The Fund may purchase derivative instruments (such as futures contracts and options thereon, interest rate and credit default swaps, credit linked notes and currency hedging derivatives). ^ The Fund’s investments are actively managed, and securities may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality and price of securities held by the Fund, as well as other securities that are available to the Fund. The portfolio ^ managers attempt to improve yield through timely trading. The portfolio ^ managers also ^ consider the relative value of securities in the marketplace in making investment decisions, and ^ attempt to preserve capital and enhance return when consistent with the Fund’s objective. High Income Fund is not appropriate for investors who cannot assume the greater risk of capital depreciation or loss inherent in seeking higher yields.

The Fund currently invests its assets in High Income Portfolio, ^ a separate registered investment company with the same investment objective and policies as the Fund.

Eaton Vance Low Duration Fund

The Fund’s investment objective is to seek total return. The Fund’s dollar-^ weighted average duration will not exceed three ^years. Under normal circumstances, the Fund invests primarily in securities issued by the U.S. Government (or its agencies and instrumentalities) and at least 90% of the Fund’s net assets is invested in investment grade securities . Investment grade securities include daily cash balances invested in Cash Management Portfolio, an affiliated money market fund .

The Fund is structured as a “fund of funds” and, accordingly, currently pursues its objective by investing its assets in one or more of the following registered investment companies (each, a “Portfolio”) managed by Eaton Vance ^or its affiliates: Floating Rate Portfolio, Government Obligations Portfolio and Investment Portfolio.

  • Floating Rate Portfolio normally invests primarily in interests in Senior Loans of domestic and foreign borrowers denominated in both U.S. and foreign currencies.
  • Government Obligations Portfolio normally invests primarily in MBS that are either issued by the U.S. Govern- ment (or its agencies or instrumentalities) or privately issued but collateralized by fixed or adjustable rate mort- gages that are insured, guaranteed or otherwise backed by the U.S. Government or one of its agencies or instrumentalities.
  • Investment Portfolio invests in a broad range of fixed income securities, including MBS, U.S. ^ Government obligations (including U.S. Treasury bills and notes, and obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities), corporate bonds, preferred stocks, asset-backed securities and/or money market instruments.

Each Portfolio may engage in active management techniques (such as derivatives, foreign currency transactions, securities lending, short sales, mortgage dollar rolls and forward commitments) to protect against price or foreign currency fluctuations, to enhance return, as a substitute for the purchase and sale of securities, or to manage duration. Government Obligations Portfolio and Investment Portfolio may borrow from banks for investment purposes.

4


Principal Risk Factors

As interest rates rise, the value of a Fund that invests primarily in fixed-income securities is likely to decrease. Fluctuations in the value of securities may not affect interest income on existing securities, but will be reflected in ^ a Fund’s net asset value. Securities with longer durations tend to be more sensitive to changes in interest rates than securities with shorter durations, usually making them more volatile. A rising interest rate environment may also extend the average life of mortgages underlying MBS. This extension increases the risk of depreciation due to future increases in market interest rates. In a declining interest rate environment, Funds may be subject to prepayment risks. Prepayment may reduce a Fund’s return because the prepayment proceeds may be invested in lower-yielding securities or loans. Interest rates and prepayment risks are reduced for floating rate loans and adjustable rate securities.

Debt securities and floating rate loans rated below investment grade and unrated investments of comparable quality (“lower rated investments”) have speculative characteristics because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of higher rated investments, and such defaults may reduce a Fund’s net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Most Senior Loans have below investment grade credit ratings (when they are rated) or are of comparable quality. The specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

Derivative transactions (such as futures contracts and options thereon, options, interest rate and credit default swaps, credit linked notes, short sales and currency hedging transactions) subject a Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty, or unexpected price or interest rate movements. Lending securities could result in delays in recovery or loss if the borrower of the securities fails financially. Borrowing for investment purposes is a speculative practice and may exaggerate any increase or decrease in the value of a Fund, which may impact the value of Fund shares.

Foreign investments may be affected by adverse changes in currency exchange rates and economic and political developments abroad. Securities purchased on a when-issued or forward commitment basis are subject to the risk that when delivered they will be worth less than the agreed upon payment price. Bonds that make “in-kind“ interest payments, as well as bonds that do not pay income currently or do not make regular interest payments may experience greater volatility in response to interest rate changes.

No active trading market may exist for certain loans, which may impair the ability of ^ a Fund to realize the full value of such loans in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded loans.

While securities issued by U.S. Government-sponsored entities (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association) may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury.

Economic and other events (whether real or perceived) can reduce the demand for certain securities or loans or for securities or loans generally. This may reduce market prices and cause a Fund’s net asset value per share to fall. The frequency and magnitude of such changes cannot be predicted. In the case of Funds investing in MBS, share values can be adversely affected by the existence of premiums paid when MBS are acquired.

No Fund is a complete investment program and you may lose money by investing in a Fund. An investment in a 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.

5


Eaton Vance Diversified Income Fund

Performance Information. The following bar chart and table provide information about the Fund’s performance for each full calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains returns for each Class of shares and a comparison to the performance of an unmanaged index of ^ below- investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market; an unmanaged index of U.S. dollar-denominated leveraged loans; and an unmanaged index of U.S. government bonds with maturities between one and 10 years. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change


      One     Life of  
Average Annual Total Return as of December 31, 2006       Year       Fund  



Class A Return Before Taxes     ^ 1. ^ 94 %     ^ 2 . ^ 87 %  
Class A Return After Taxes on Distributions     ^ 0 . ^ 35 %     0.59 ^ %  
Class A Return After Taxes on Distributions and the Sale of Class A ^ Shares     ^ 1 . ^ 21 %     1.10 ^ %  
Class B Return Before Taxes     ^ 1. ^ 37 %     ^ 2 . ^ 27 %  
Class C Return Before Taxes     ^ 5 . ^ 37 %     ^ 4 . ^ 57 %  
Merrill Lynch U.S. High Yield Master II Index (reflects no deduction for fees, expenses or taxes)     ^ 11 . ^ 77 %     ^ 7 . ^ 16 %  
S&P/LSTA Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)     ^ 6 . ^ 74 %     5. ^ 90 %  
Lehman Brothers Intermediate Government Bond Index (reflects no deduction for fees, expenses or taxes)     ^ 3 . ^ 84 %     ^ 2 . ^ 76 %  

These returns reflect the maximum sales charge for Class A (^ 4.75% ) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. The Fund commenced operations on December 7, 2004. Life of Fund returns are calculated from December 7, 2004. The Merrill Lynch U.S. High Yield Master II Index is an unmanaged index of ^ below- investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market; the S&P/LSTA Leveraged Loan Index is an unmanaged index of U.S. dollar-denominated leveraged loans; and the Lehman Brothers Intermediate Government Bond Index is an unmanaged index of U.S. government bonds with maturities between one and 10 years. Investors cannot invest directly in an index. (^ Source for Merrill Lynch U.S. High Yield Master II Index returns: Lipper, Inc., for S&P/LSTA Leveraged Loan Index returns: Standard & Poor's and for Lehman Brothers Intermediate Government Bond Index returns : ^ Lipper, Inc .)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

6


Eaton Vance Government Obligations Fund

Performance Information. The following bar chart and table provide information about the Fund’s performance for each full calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains returns for each Class of shares and a comparison to the performance of a broad-based, unmanaged market index of intermediate-maturity, U.S. government bonds. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the ten years ended December 31, ^ 2006 , the highest quarterly total return for Class A was 4.78% for the quarter ended September 30, 2001, and the lowest quarterly return was –1.06% for the quarter ended June 30, 1994.

      One       Five     Ten  
Average Annual Total Return as of December 31, 2006       Year     Years     Years  




Class A Return Before Taxes     ^ 0 . ^ 82 %     ^ 2 . ^ 20 %     4. ^ 22 %  
Class A Return After Taxes on Distributions     ^ 2 . ^ 85 %     0. ^ 20 %     1. ^ 50 %  
Class A Return After Taxes on Distributions and the Sale of Class A ^ Shares     ^ 0 . ^ 56 %     ^ 0 . ^ 47 %     1. ^ 91 %  
Class B Return Before Taxes     1.62 ^ %     ^ 2 . ^ 13 %     3. ^ 95 %  
Class C Return Before Taxes     ^ 2 . ^ 17 %     ^ 2 . ^ 38 %     3. ^ 89 %  
Class R Return Before Taxes     ^ 3 . ^ 66 %     ^ 3 . ^ 00 %     4. ^ 62 %  
Lehman Brothers Intermediate Government Bond Index (reflects no deduction for fees, expenses or taxes)       3.84 ^ %     ^ 3 . ^ 92 %     5. ^ 48 %  

These returns reflect the maximum sales charge for Class A (^ 4.75% ) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. The Class R performance shown above for the periods prior to August 12, 2005 (commencement of operations) is the performance of Class A shares. The Lehman Brothers Intermediate Government Bond Index is a broad-based, unmanaged market index of intermediate-maturity, U.S. government bonds. Investors cannot invest directly in an index. (Source for Lehman Brothers Intermediate Government Bond Index returns: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. The Fund’s performance during certain periods reflects the strong performance of mortgage-backed securities during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to < href="">www.eatonvance.com>.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

7


Eaton Vance High Income Fund

Performance Information. The following bar chart and table provide information about the Fund’s performance for each calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class B shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains returns for each Class of shares and a comparison to the performance of ^unmanaged ^ market indices of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market. Returns in the table for Class B shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the ten years ended December 31, ^ 2006 , the highest quarterly total return for Class B was 10.40%, for the quarter ended June 30, 2003, and the lowest quarterly total return was –10.84%, for the quarter ended December 31, 2000. For the 30 days ended October 31, 2006, the SEC yield for Class A, Class B and Class C shares was ^ 8 .^ 34 %, ^ 8 .^ 00 % and ^ 7 .^ 99 %, respectively. For current yield information call 1-800-225-6265.^

    One     Five     Ten  
Average Annual Total Return as of December 31, 2006     Year     Years     Years  




Class A Return Before Taxes     ^6.43%     ^9.52%     ^5.58%  
Class B Return Before Taxes     ^5.98%     ^9.97%     ^5.94%  
Class B Return After Taxes on Distributions     ^3.25%     ^6.80%     ^2.46%  
Class B Return After Taxes on Distributions and the Sale of Class B Shares     ^3.80%     ^6.61%     ^2.85%  
Class C Return Before Taxes     ^9.98%     ^10.19%     ^5.91%  
Merrill Lynch U.S. High Yield Master II Index (reflects no deduction for fees, expenses or taxes)     ^11.77%     ^9.86%     ^6.61%  
Merrill Lynch U.S. High Yield Master II Constrained Index (reflects no deduction for fees, expenses or taxes)     ^10.78%     ^9.95%     ^6.60%  

These returns reflect the maximum sales charge for Class A (^ 4.75% ) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. The Class A performance shown above prior to March 11, 2004 (commencement of operations) is the performance of Class B shares, adjusted for the sales charge that applies to Class A. The Merrill Lynch U.S. High Yield Master II Index and Merrill Lynch U.S. High Yield Master II Constrained Index ^ are unmanaged ^ and track the performance of ^ below- investment grade U.S. ^ dollar- denominated corporate bonds publicly issued in the U.S. domestic market . The Merrill Lynch U.S . High Yield Master II Constrained Index index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Investors cannot invest directly in an index. (Source: ^ Lipper, Inc .)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. The Fund’s performance during certain periods reflects the strong performance of U.S. high yield bonds during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to < href="">www.eatonvance.com>.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class B shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

8


Eaton Vance Low Duration Fund

Performance Information. The following bar chart and table provide information about the ^ Fund’s performance for each calendar year through December 31, 2006. The returns in the bar chart are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains the returns of each Class ^ of shares and a comparison to the performance of an unmanaged market index of short-term U.S. Treasury securities. Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


For the period from December 31, 2002 through December 31, ^ 2006 , the highest quarterly total return for the Fund was ^ 1 .^ 49 % for the quarter ended ^ December 31 , ^ 2006 , and the lowest quarterly return was –0.49%, for the quarter ended September 30, 2003.

      One     Life of  
Average Annual Total Return as of December 31, 2006       Year       Fund  



Class A Return Before Taxes     ^ 1 . ^ 54 %     ^ 1 . ^ 40 %  
Class A Return After Taxes on Distributions     ^ 0 . ^ 37 %     –0. ^ 13 %  
Class A Return After Taxes on Distributions and the Sale of ^ Class A Shares       0. ^ 98 %     ^ 0 .30 ^ %  
Class B Return Before Taxes     ^ 0 . ^ 12 %     ^ 1 . ^ 17 %  
Class C Return Before Taxes     ^ 2 . ^ 25 %       1.33 ^^ %  
Merrill Lynch 1-3 Year Treasury Index (reflects no deduction for fees, expenses or taxes)       3.96 ^ %       2.18 ^ %  

These returns reflect the maximum sales charge for Class A (2.25%) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class ^ C . The Fund commenced operations September 30, 2002. Life of Fund returns are calculated from September 30, 2002. The Merrill Lynch 1-3 Year Treasury Index is an unmanaged market index of short-term U.S. Treasury securities. Investors cannot invest directly in an index. (Source for the Merrill Lynch 1-3 Year Treasury Index returns: ^ Lipper, Inc .)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

9


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

Shareholder Fees for Diversified Income Fund, Government Obligations Fund and High Income Fund                 
(fees paid directly from your investment)    Class A    Class B    Class C    Class R** 





Maximum Sales Charge (Load) (as a percentage of offering price)    4.75%    None    None     None 
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at time of purchase or redemption)    None    5.00%    1.00%     None 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions    None    None    None     None 
Exchange Fee    None    None    None     None 
Redemption Fee (High Income Fund only) (as a percentage of amount redeemed)*    1.00%    None    None     None 

*      Applies to High Income Fund Class A shares that are redeemed or exchanged within 90 days of the settlement of the purchase.
 
**      Government Obligations Fund only.
 
Shareholder Fees for Low Duration Fund             
(fees paid directly from your investment)    Class A    Class B    Class C 




Maximum Sales Charge (Load) (as a percentage of offering price)    2.25%    None    None 
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at time of purchase or ^redemption)    None    3.00%    1.00% 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions    None    None    None 
Exchange Fee    None    None    None 

Annual Fund Operating Expenses for Diversified Income Fund and                     
High Income Fund (expenses that are deducted from Fund and Portfolio    Management       Distribution and     Other    Acquired Fund Fees     Total Annual Fund 
assets)             Fees    Service (12b-1) Fees    Expenses      and Expenses**     Operating Expenses 

 





     Diversified Income Fund    Class A shares      ^0.00%             ^0.25%     ^0.17%           ^0.67%             ^1.09%  
    Class B shares      ^0.00%             ^1.00%     ^0.17%           ^0.67%             ^1.84%  
    Class C shares      ^0.00%             ^1.00%     ^0.17%           ^0.67%             ^1.84%  
         High Income Fund    Class A shares      ^0.54%             ^0.25%     ^0.18%             ^N/A             ^0.97%  
    Class B shares      ^0.54%             ^1.00%     ^0.18%             ^N/A             ^1.72%  
    Class C shares      ^0.54%             ^1.00%     ^0.18%             ^N/A             ^1.72%  

Annual Operating Expenses for Government Obligations Fund                 
(expenses that are deducted from Fund and Portfolio assets)     Class A     Class B     Class C     Class R 





Management Fees    ^0.75%     ^0.75%     ^0.75%     ^0.75%  
Distribution and Service (12b-1) Fees    ^0.25%     ^1.00%     ^1.00%     ^0.50%  
Other Expenses    ^0.22%     ^0.22%     ^0.22%     ^0.22%  
Total Annual Fund Operating Expenses    ^1.22%     ^1.97%     ^1.97%     ^1.47%  
Management Fee Reduction*    ^(0.02)%     ^(0.02)%     ^(0.02)%     ^(0.02)%  
Total Fund Operating Expenses (net fee reduction)    ^1.20%     ^1.95%     ^1.95%     ^1.45%  

*      ^ On net assets of $500 million or more, the investment adviser has contractually agreed to reduce its advisory fee. Such contractual fee reduction cannot be terminated or decreased without the express consent of the Board of Trustees and shareholders and is intended to continue indefinitely.^
 
Annual Operating Expenses for Low Duration Fund             
(expenses that are deducted from Fund and Portfolio assets)     Class A     Class B     Class C 




Management Fees    ^0.15%     ^0.15%     ^0.15%  
Distribution and Service (12b-1) Fees    ^0.25%     ^1.00%     ^0.85%  
Other Expenses    ^0.15%     ^0.38%     ^0.38%  
Acquired Fund Fees and Expenses **    ^0.66%     ^0.66%     ^0.66%  
Total Annual Fund Operating Expenses    ^1.44%     ^2.19%     ^2.04%  
Management Fee Reduction*    ^(0.15)%     ^(0.15)%     ^(0.15)%  
Total Fund Operating Expenses (net fee reduction)    ^1.29%     ^2.04%     ^1.89%  


  • *^ Eaton Vance Management has contractually agreed to waive its annual advisory and administrative fees in its entirety. Such contractual fee reduction cannot be ^ eliminated or decreased without the express consent of the Board of Trustees and shareholders and is intended to continue indefinitely^

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**       Reflects the Fund’s allocable share of the advisory fee and other expenses of the Portfolios in which it invests. Of this amount, advisory fees were 0.62% for Diversified Income Fund and 0.52% for Low Duration Fund.
 

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Example. These Examples are intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. Each 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. Each 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 






Diversified Income Fund    Class A shares    $^ 581     $ ^ 805     $1,^ 047     $1,^ 741  
    Class B shares*    $^ 687     $ ^ 979     $1,^ 195     $^ 1 ,^ 962  
    Class C shares    $^ 287     $ ^ 579     $ ^ 995     $2,^ 159  
Government Obligations Fund    Class A shares    $^ 591     $ ^ 838     $1,^ 103     $1,^ 860  
    Class B shares*    $^ 698     $1,^ 012     $1,^ 252     $2,^ 080  
    Class C shares    $^ 298     $ ^ 612     $1,^ 052     $2,^ 275  
    Class R shares    $^ 148     $ ^ 459     $ ^ 792     $1,^ 735  
High Income Fund    Class A shares    $569**    $ 769    $ 986    $1,608 
    Class B shares*    $675    $ 942    $1,133    $1,831 
    Class C shares    $275    $ 542    $ 933    $2,030 
Low Duration Fund    Class A shares    $^ 354     $ ^ 625     $ ^ 918     $1,^ 749  
    Class B shares*    $^ 507     $ ^ 840     $1,^ 099     $2,^ 178  
    Class C shares    $^ 292     $ ^ 595     $^ 1,022     $2,^ 214  

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

        1 Year    3 Years    5 Years    10 Years 






Diversified Income Fund    Class A shares    $^ 581     $^ 805     $1,^ 047     $1,^ 741  
    Class B shares*    $^ 187     $^ 579     $ ^ 995     $^ 1 ,^ 962  
    Class C shares    $^ 187     $^ 579     $ ^ 995     $^ 2159  
Government Obligations Fund    Class A shares    $^ 591     $^ 838     $1,^ 103     $1,^ 860  
    Class B shares*    $^ 198     $^ 612     $1,^ 052     $2,^ 080  
    Class C shares    $^ 198     $^ 612     $1,^ 052     $2,^ 275  
    Class R shares    $^ 148     $^ 459     $ ^ 792     $1,^ 735  
High Income Fund    Class A shares    $569**    $769    $ 986    $1,608 
    Class B shares*    $175    $542    $ 933    $1,831 
    Class C shares    $175    $542    $ 933    $2,030 
Low Duration Fund    Class A shares    $^ 354     $^ 625     $ ^ 918     $1,^ 749  
    Class B shares*    $^ 207     $^ 640     $1,^ 099     $2,^ 178  
    Class C shares    $^ 192     $^ 595     $^ 1,022     $2,^ 214  

*      Reflects the expenses of Class A shares (with the exception of Low Duration Fund) after eight years because Class B shares automatically convert to Class A shares after eight years. For Low Duration Fund, reflects the expenses of Class A shares after four years because Class B shares automatically convert to Class A shares after four years.
 
**      Due to the redemption fee, the cost of investing in Class A shares for one year would be $100 higher for shares that are redeemed or exchanged within 90 days of the settlement of the purchase.
 

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Investment ^ Objectives & Principal Policies and Risks

The investment objectives and principal policies and risks of the Funds are set forth below. Although each Fund’s objective(s) and certain policies may be changed without shareholder approval, the Trustees intend to submit any material change in the objective(s) to shareholders for approval. Each Fund currently seeks to meet its investment objective by investing in one or more separate open-end investment companies that have the same ^ or similar objective(s) and policies as the Fund. In the case of a Portfolio that has a policy of investing at least 80% of its net assets in a particular type of investment (the “80% policy”), the 80% policy will not be changed unless Fund shareholders are given 60 days’ notice of the change. For purposes of the 80% policy, net assets include any borrowings for investment purposes.

Diversified Income Fund. The Fund’s investment objective is to provide a high level of current income. The Fund may, as a secondary objective, also seek capital appreciation to the extent consistent with its primary objective of high current income. The Fund currently pursues its objectives by investing its assets in three registered investment companies managed by Boston Management and Research, an affiliate of Eaton Vance: Boston Income Portfolio, Floating Rate Portfolio, and Government Obligations Portfolio. The investment objective(s) and policies of each Portfolio are described below.

The Fund expects to allocate its assets approximately equally among the Portfolios. The Fund’s investment adviser will monitor the Fund’s allocations to the underlying Portfolios and will rebalance whenever actual allocations exceed plus or minus 3% of the Fund’s pre-determined fixed allocation percentages.

Under normal market conditions, the Fund expects to maintain a duration of between 1.5 and 3.5 years. The Fund’s duration is the dollar-weighted average of the duration of the Portfolios in which it invests. Under normal market conditions, the Fund also expects to maintain an average dollar weighted portfolio credit quality of investment grade (which is at least BBB- as determined by Standard & Poor's Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), Baa3 as determined by Moody's Investors Service, Inc. (“Moody's”) or, if unrated, determined to be of comparable quality by the investment adviser). For purposes of the Fund’s policy on credit quality, when a security is rated by more than one rating agency, the investment adviser generally will use the highest rating. Under unusual market conditions, the Fund may not maintain the foregoing duration or satisfy the stated credit quality.

The Fund’s objectives and foregoing duration and credit quality policies may only be changed following 60 days’ prior notice to shareholders.

As stated above, the Fund currently pursues its investment ^ objectives by investing in the Portfolios. Because the advisory fee paid by the Portfolios differ, there is the potential for a conflict of interest with the investment adviser, in that assets could be allocated to a Portfolio for the reason that it has a higher fee. However, in making allocation determinations, the portfolio managers are expressly forbidden from considering the fee structures of the Portfolios, and must make determinations in accordance with the Fund’s allocation policies. The Portfolios’ advisory fees are described under “Management and Organization” below.

Government Obligations Fund. The Fund’s investment objective is to provide a high current return. The Fund currently seeks to meet its objective by investing in Government Obligations Portfolio, which has the same objective and policies as the Fund. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in securities issued, backed or otherwise guaranteed by the U.S. Government, or its agencies or instrumentalities. The investment objective and policies of Government Obligations Portfolio are described below.

High Income Fund. The Fund’s investment objective is to provide a high level of current income. The Fund currently seeks to meet its investment objective by investing in High Income Portfolio, which has the same objective and policies as the Fund. Under normal circumstances, High Income Portfolio primarily invests in high yield, high risk corporate bonds (commonly referred to as “junk bonds ”) . The investment objective and policies of High Income Portfolio are described below.

Low Duration Fund. The Fund’s investment objective is to seek total return. The Fund currently pursues its objective by investing in one or more of the following investment companies managed by Boston Management and Research, an affiliate of Eaton Vance: Floating Rate Portfolio, Government Obligations Portfolio and Investment Portfolio. The investment ^ objective and policies of each such Portfolio are described below.

The dollar-weighted average duration of Low Duration Fund will not exceed three years. Duration measures the expected life of a fixed-income security, which can determine its sensitivity to changes in the general level of interest rates. Securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. A mutual fund with a longer dollar-weighted average duration can be expected to be more sensitive to interest rate changes than a fund with a shorter dollar-weighted average duration. ^Duration differs from maturity in that it considers a security’s

13


coupon payments in addition to the amount of time until the security matures. As the value of a security changes over time, so will its duration. The Fund’s duration is the sum of the Fund’s allocable share of the duration of the Portfolios in which it invests.

Under normal circumstances, the Fund invests primarily in securities issued by the U.S. Government (or its agencies and instrumentalities) and at least 90% of the Fund’s net assets are invested in investment grade securities (being those rated Baa3 or BBB- or higher). Investment grade securities include daily cash balances invested in Cash Management Portfolio, an affiliated money market fund. The Fund may invest up to 10% of net assets in securities in any ratings category. The percentage of the Fund’s net assets invested in investment grade securities will be determined based on the Fund’s allocable share of Portfolio net assets invested in investment grade securities.

The Portfolios

Set forth below is a description of each Portfolio’s investment objective(s) and principal investment policies. Additional information about these policies, including risk information, appears under “Additional Policies and Risks” below.

Boston Income Portfolio. Boston Income Portfolio’s primary investment objective is to provide as much current income as possible. To do so, the Portfolio invests primarily in high yield, high risk corporate bonds rated lower than investment grade, including securities in the lowest category (rated C by Moody’s or D by S&P) or unrated securities of comparable quality. The Portfolio also seeks reasonable preservation of capital, to the extent attainable from such investments, and growth of income and capital as secondary objectives. The Portfolio invests a substantial portion of its assets in bonds issued in connection with mergers, acquisitions and other highly leveraged transactions. The Portfolio may invest in a wide variety of income producing debt securities (including Senior and Junior Loans described below) as well as preferred stocks that pay dividends. Some debt securities and preferred stocks acquired by the Portfolio do not pay current income or do not make regular interest payments, while others pay interest in the form of additional debt securities (“PIK Bonds”). The Portfolio may invest up to 25% of its assets in any one industry, which may expose the Portfolio to the unique risks of that industry, and up to 25% of its total assets in foreign securities. The Portfolio may purchase derivative instruments, which derive their value from another instrument, security or index. Boston Income Portfolio’s investments are actively managed, and may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. The portfolio ^ managers attempt to improve yield and preserve and enhance principal value through timely trading. The portfolio ^ managers also ^ consider the relative value of securities in the marketplace in making investment decisions.

Floating Rate Portfolio. Floating Rate Portfolio’s investment objective is to provide a high level of current income. Floating Rate Portfolio normally invests primarily in interests in Senior Loans. Foreign Senior Loans must be U.S. dollar denominated or denominated in euros, British pounds, Swiss francs, or Canadian dollars (each such foreign currency, an “Authorized Foreign Currency”). Floating Rate Portfolio may also invest in Junior Loans (described below), other floating rate debt securities such as notes, bonds and asset-backed securities (such as special purpose trusts investing in bank loans), investment grade fixed income debt obligations and money market instruments, such as commercial paper. Money market holdings with a remaining maturity of less than 60 days will be deemed floating rate assets. Floating Rate Portfolio’s investments are actively managed, and may be bought or sold on a daily basis (although loans are generally held until repaid). The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. Preservation of capital is considered when consistent with the Portfolio’s objective. The Portfolio may purchase derivative instruments, such as futures contracts and options thereon, interest rate and credit default swaps, credit linked notes and foreign currency exchange contracts and other currency hedging strategies.

Government Obligations Portfolio. Government Obligations Portfolio’s investment objective is to provide a high current return. Under normal circumstances, Government Obligations Portfolio invests at least 80% of its net assets in securities issued, backed or guaranteed by the U.S. Government, or its agencies or instrumentalities. Interests in Government Obligations Portfolio are not guaranteed by the U.S. Government. The Portfolio invests primarily in MBS that are either issued by the U.S. Government (or one of its agencies or instrumentalities) or privately issued but collateralized by fixed or adjustable rate mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, or its agencies or instrumentalities. Government Obligations Portfolio may also engage in active management techniques, securities lending and borrowing.

High Income Portfolio. High Income Portfolio’s investment objective is to provide a high level of current income. High Income Portfolio normally invests primarily in bonds rated in the lowest investment grade category or below ( i.e. , bonds rated Baa and below by Moody’s or BBB and below by S&P), and in comparable unrated bonds. Bonds rated BBB and Baa have speculative characteristics, while lower rated bonds are predominantly speculative. High Income Portfolio invests at least 80% of its net assets in fixed-income securities, including preferred stocks, Senior and Junior Loans described below

14


and convertible securities. High Income Portfolio may invest in zero coupon bonds, deferred interest bonds and PIK Bonds. High Income Portfolio’s investments are actively managed, and may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. The portfolio ^ managers attempt to improve yield through timely trading. The portfolio ^ managers also ^ consider the relative value of securities in the marketplace in making investment decisions and ^ attempt to preserve capital and enhance return when consistent with the Portfolio’s objective.

Investment Portfolio. Investment Portfolio’s investment objective is to seek total return. Investment Portfolio invests in a broad range of fixed income securities, including MBS issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities, U.S. Government obligations (including Treasury bills and notes, and obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities), corporate bonds, preferred stocks, asset-backed securities and/or money market instruments. The Portfolio may invest in any fund that invests in money market instruments including, but not limited to, those previously mentioned. Investment Portfolio normally invests at least 90% of its net assets in investment grade securities . Investment grade securities include daily cash balances invested in Cash Management Portfolio, an affiliated money market fund . Investment Portfolio may invest up to 25% of its total assets in foreign securities. Investment Portfolio may engage in active management techniques, securities lending and borrowing.

Additional Policies and Risks

Mortgage-Backed Securities. Government Obligations Portfolio and Investment Portfolio may invest in MBS. MBS represent participation interests in pools of adjustable and fixed-rate mortgage loans. Adjustable rate mortgages are mortgages whose interest rates are periodically reset when market rates change. Unlike conventional debt obligations, MBS provide monthly payments derived from the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. When investing in MBS, a Portfolio’s investment adviser currently focuses on MBS that include loans that have had a history of refinancing opportunities (so called “seasoned MBS”). Seasoned MBS tend to have a higher collateral to debt ratio than other MBS because a greater percentage of the underlying debt has been repaid and the collateral property may have appreciated in value. The investment adviser may discontinue the practice of focusing on seasoned MBS at any time. The investment adviser expects that under current market conditions many of the MBS held by the Portfolios will be premium bonds acquired at prices that exceed their par or principal value.

The mortgage loans underlying MBS are generally subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment, although the Portfolio’s investment in seasoned MBS mitigates this risk. Under certain interest and prepayment rate scenarios, the Portfolio may fail to recover the full amount of its investment in MBS, notwithstanding any direct or indirect governmental or agency guarantee. Because faster than expected prepayments must usually be invested in lower yielding securities, MBS are less effective than conventional bonds in “locking in” a specified interest rate. For premium bonds (bonds acquired at prices that exceed their par or principal value) purchased by a Portfolio, prepayment risk may be enhanced. Additionally, the value of Fund shares may be adversely affected by fluctuations in interest rates underlying the MBS held by a Portfolio. In a rising interest rate environment, a declining prepayment rate will extend the average life of many MBS. This possibility is often referred to as extension risk. Extending the average life of a mortgage-backed security increases the risk of depreciation due to future increases in market interest rates. MBS that are purchased at a premium generate current income that exceeds market rates for comparable investments, but tend to decrease in value as they mature, which may cause a resulting decrease in the Fund’s net asset value.

Government Obligations Portfolio and Investment Portfolio may also invest in classes of collateralized mortgage obligations (“CMOs”), including fixed- or floating-rate tranches, and various other MBS. In choosing among CMO classes, the investment adviser will evaluate the total income potential of each class and other factors. CMOs are subject to the same types of risks affecting MBS as described above.

Lower Rated Securities. Boston Income Portfolio and High Income Portfolio normally invest primarily in bonds rated in the lowest investment grade category or below ( i.e. , bonds rated Baa3 and below by Moody’s or BBB- and below by S&P, and in comparable unrated bonds) (^ commonly referred to as “junk bonds”). Investment Portfolio invests at least 90% of its net assets in investment grade securities, and may invest up to 10% of net assets in securities rated in any category, including below investment grade categories. Bonds rated BBB and Baa have speculative characteristics, while lower rated bonds are predominantly speculative. The Portfolios may hold securities that are unrated or in the lowest rating categories (rated C by Moody’s or D by S&P). Bonds rated C by Moody’s are regarded as having extremely poor prospects of ever attaining any real investment standing. Bonds rated D by S&P are in payment default or a bankruptcy petition has been filed and debt service payments are jeopardized. In order to enforce its rights with defaulted securities or in other situations,

15


the Portfolio may be required to retain legal counsel and/or a financial adviser. This may increase a Portfolio’s operating expenses and adversely affect net asset value.

The credit quality of lower rated securities reflects a greater possibility that adverse changes in the financial condition of an issuer, or in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of such securities more volatile and could limit the ability to sell securities at favorable prices. In the absence of a liquid trading market for securities held by it, it may be difficult to determine the fair market value of such securities.

Although the investment adviser of Boston Income Portfolio and High Income Portfolio considers security ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. In evaluating the quality of a particular security, whether rated or unrated, the investment adviser will normally take into consideration, among other things, the issuer’s financial resources and operating history, its sensitivity to economic conditions and trends, the ability of its management, its debt maturity schedules and borrowing requirements, and relative values based on anticipated cash flow, interest and asset coverage, and earnings prospects. Because of the greater number of investment considerations involved in investing in high yield, high risk bonds, the achievement of the investment objective(s) of Boston Income Portfolio and High Income Portfolio depends more on the investment adviser’s judgment and analytical abilities than would be the case if a Portfolio invested primarily in securities in the higher rating categories. While the investment adviser will attempt to reduce the risks of investing in lower rated or unrated securities through active portfolio management, diversification, credit analysis and attention to current developments and trends in the economy and the financial markets, there can be no assurance that a broadly diversified portfolio of such securities would substantially lessen the risks of defaults brought about by an economic downturn or recession. Moreover, each of Boston Income Portfolio and High Income Portfolio may invest up to 25% of its assets in any one industry, which may expose it to unique risks of that industry. Each Portfolio’s investments also may have significant exposure to certain sectors of the economy and thus may react differently to political or economic developments than the market as a whole.

Senior Loans. Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may invest in interests in Senior Loans. Senior Loans hold a senior position in the capital structure of a business entity (the “Borrower”), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debtholders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends and, to a lesser extent, to finance internal growth and for other corporate purposes. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate (“LIBOR”), and secondarily the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders. The Senior Loans held by the Portfolios will have a dollar-weighted average period until the next interest rate adjustment of approximately 90 days or less. In the experience of the investment adviser over the last decade, the average life of Senior Loans has been two to four years because of prepayments.

Senior Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income, a reduction in the value of the investment and a potential decrease in a Fund’s net asset value. There can be no assurance that the liquidation of any collateral securing a loan would satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. In the event of bankruptcy of a Borrower, a Portfolio could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan. To the extent that a Senior Loan is collateralized by stock in the Borrower or its subsidiaries, such stock may lose all or substantially all of its value in the event of bankruptcy of a Borrower. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Senior Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded to the Borrower. If interest were required to be refunded, it could negatively affect a Fund’s performance. No active trading market may exist for certain loans and some loans may be subject to restrictions on resale. A secondary market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a material decline in a Fund’s net asset value. During periods of limited supply of Senior Loans, a Fund’s yield may be lower.

Many loans in which a Portfolio invests may not be rated by a rating agency, will not be registered with the Securities and Exchange Commission or any state securities commission and will not be listed on any national securities exchange. The

16


amount of public information available with respect to Senior Loans may be less extensive than that available for registered or exchange listed securities. In evaluating the creditworthiness of Borrowers, the investment adviser will consider, and may rely in part, on analyses performed by others. Borrowers may have outstanding debt obligations that are rated below investment grade by a rating agency. Most Senior Loans held by a Portfolio have been assigned ratings below investment grade by independent rating agencies. See Appendix A for information regarding credit quality composition. In the event Senior Loans are not rated, they are likely to be the equivalent of below investment grade quality. Because of the protective features of Senior Loans, the investment adviser believes that Senior Loans tend to have more favorable loss recovery rates as compared to more junior types of below investment grade debt obligations. The investment adviser does not view ratings as the primary factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings.

Interest Rate Considerations. When interest rates decline, the value of a portfolio invested in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of such a portfolio can be expected to decline. The value of a portfolio that primarily invests in floating rate Senior Loans generally can be expected to fluctuate minimally as a result of changes in market interest rates. However, because floating rates on Senior Loans only reset periodically, changes in prevailing interest rates can be expected to cause some fluctuation in net asset values. Similarly, a sudden and significant increase in market interest rates may cause a decline in values. Other economic factors (such as a large downward movement in stock prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can also adversely impact the markets for Senior Loans and debt obligations. Rating downgrades of holdings or their issuers will generally reduce the value of such holdings. Changes in the values of a Portfolio’s holdings likely will cause fluctuation in the net asset value of its corresponding Fund(s). ^The magnitude of interest rate fluctuations will generally be greater at times when a Portfolio’s average maturity is longer.

Junior Loans. Boston Income Portfolio, High Income Portfolio and Floating Rate Portfolio may invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior Loans”). Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk and interest rate risk (see “Senior Loans” above). Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower.

Active Management Techniques. Each Portfolio may purchase or sell derivative instruments (which derive their value from another instrument, security or index) to enhance return, to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to change the duration of obligations held by the Portfolio, to manage certain investment risks and/or as a substitute for the purchase or sale of securities or currencies. Transactions in derivative instruments may include the purchase or sale of derivatives based on various measures of the rate of mortgage prepayments (“prepayment derivatives”), futures contracts on securities, indices or other financial instruments or currencies; options on futures contracts; exchange-traded and over-the-counter options on securities, indices, currencies or short sales. Each Portfolio may enter into interest rate swaps and total return swaps. Each Portfolio (except Government Obligations Portfolio and Investment Portfolio) may enter into credit default swaps, and forward rate contracts and purchase credit linked notes as well as instruments that have a greater or lesser credit risk than the security underlying that instrument. Each Portfolio may use interest rate swaps for risk management purposes and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of the Portfolio’s holdings. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest, e.g. , an exchange of fixed rate payments for floating rate payments. Credit default swaps enable a Portfolio to buy or sell credit protection on an individual issuer or basket of issuers. Credit linked notes and credit default swaps involve certain risks, including the risk that the counterpary may be unable to fulfill the transaction. Government Obligations Portfolio and Investment Portfolio may invest up to 5% of their total assets in prepayment derivatives for non-hedging purposes.

The use of derivatives is highly specialized and engaging in derivative transactions for purposes other than hedging is speculative. Transactions in derivative instruments involve unique risks such as losses due to unanticipated adverse changes in prices, interest rates, index values or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the initial investment therein and may unfavorably impact investment performance. In addition, a Portfolio may lose the entire premium paid for purchased options that expire before they can be profitably exercised. A Portfolio incurs transaction costs in opening and closing positions in derivative instruments.

Government Obligations Portfolio and Investment Portfolio at times may enter into mortgage dollar rolls in which the Portfolio sells MBS for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Portfolio foregoes principal and interest paid on the MBS. The Portfolios at times may also engage in short sales of securities. Government

17


Obligations Portfolio and Investment Portfolio may at times engage in short sales of securities. No more than 25% of a Portfolio’s assets will be subject to short sales at any one time. There can be no assurance that the use of the foregoing techniques will be advantageous.

Foreign Investments. Boston Income Portfolio, Floating Rate Portfolio, High Income Portfolio and Investment Portfolio may each invest up to 25% of its total assets in foreign investments. Foreign Senior Loans will be U.S. dollar denominated or denominated in euros, British pounds, Swiss francs, or Canadian dollars (each such foreign currency, an “Authorized Foreign Currency”). Foreign investments held by Boston Income Portfolio and High Income Portfolio will be predominantly U.S. dollar denominated. With respect to any investments in foreign Senior Loans denominated in an Authorized Foreign Currency, Floating Rate Portfolio’s investment adviser intends to hedge against foreign currency fluctuations for such Senior Loans principally through the use of currency exchange contracts as well as other appropriate permitted hedging strategies; however there is no certainty that such strategies will be successful. Boston Income Portfolio and High Income Portfolio intend to use similar strategies. Investment Portfolio may invest without limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks.

Foreign investments are expected to be primarily in developed countries. The value of foreign investments is affected by changes in 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.

The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency 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 derivative currency transactions. Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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. Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. There is also a risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

Asset-Backed Securities. Asset-backed securities represent interests in a pool of assets, such as home equity loans, automobile receivables or credit card receivables. Unscheduled prepayments of asset-backed securities may result in a loss of income if the proceeds are invested in lower-yielding securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements (if any) may be inadequate in the event of default.

U.S. Government Securities. Government Obligations Portfolio and Investment Portfolio may invest in U.S. Government securities. U.S. Government securities include U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance, and obligations issued or guaranteed by U.S. Government agencies or instrumentalities (“agency obligations”). Agency obligations may be guaranteed by the U.S. Government or they may be backed by the right of the issuer to borrow from the U.S. Treasury, the discretionary authority of the U.S. Government to purchase the obligations, or the credit of the agency or instrumentality. While U.S. Government agencies may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury. The Portfolios may also invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. As a result of their high credit quality and market liquidity, U.S. Government securities generally provide a lower current return than obligations of other issuers.

PIK Bonds. PIK Bonds, including zero coupon bonds, deferred interest bonds and bonds or preferred stocks on which the interest is payable in-kind, are debt obligations which are issued at a significant discount from face value. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before

18


the regular payment of interest begins. PIK securities provide that the issuer thereof may, at its option, pay interest in cash or in the form of additional securities. Such investments may experience greater volatility in market value due to changes in interest rates. A Portfolio accrues income on these investments and is required to distribute its income each year. A Portfolio may be required to sell securities to obtain cash needed for income distributions.

^

"Forward Commitment" or "When-Issued" Securities. Each Portfolio (excluding High Income Portfolio) may purchase securities on a “forward commitment” or “when-issued” basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails to consummate the transaction the counterpart may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment or when-issued transactions may be expected to occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction. Forward commitment or when-issued transactions are not entered into for the purpose of investment leverage. Government Obligations Portfolio and Investment Portfolio may each enter into forward commitments to purchase generic U.S. government agency MBS (“Generic MBS”), with the total amount of such outstanding commitments not to exceed 10% of the Portfolio’s total net assets. Government Obligations Portfolio and Investment Portfolio may each enter into forward commitments to sell Generic MBS, with the total amount of such outstanding commitments not to exceed 50% of the Portfolio’s MBS holdings.

Securities Lending. Each Portfolio may seek to earn income, and Government Obligations Portfolio and Investment Portfolio may seek to enhance total return, by lending portfolio securities to broker-dealers or other institutional borrowers. Up to one-third of the value of a Portfolio’s total assets may be subject to securities lending. During the existence of a loan, the Portfolio will continue to receive the equivalent of the interest paid by the issuer on the securities loaned, or all or a portion of the interest on investment of the collateral, if any. The Portfolio may pay lending fees to such 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. Loans only will be made to firms that have been approved by the investment adviser and the investment adviser or the securities lending agent will monitor the financial condition of such firms. Securities loans only will be made when the investment adviser believes that the expected returns, net of expenses, justifies the attendant risks. In the case of each Portfolio, except Government Obligations Portfolio and Investment Portfolio, collateral received in exchange for securities loans is expected to be invested in an affiliated money market fund. Government Obligations Portfolio and Investment Portfolio may engage in securities lending for total return as well as for income, and may invest the collateral received from loans in securities in which it may invest. Upon return of the loaned securities, a Portfolio would be required to return the related collateral to the borrower and it may be required to liquidate portfolio securities in order to do so. To the extent that the portfolio securities acquired with such collateral by Government Obligations Portfolio or Investment Portfolio have decreased in value, it may result in such Portfolios realizing a loss at a time when it would not otherwise do so. This risk is substantially the same as that incurred through investment leverage. A Portfolio also may incur losses if the returns on securities that it acquires with cash collateral are less than the applicable rebate rates paid to borrowers and related administrative costs.

Borrowing. Government Obligations Portfolio and Investment Portfolio may borrow from banks to increase investments (“leveraging”). Such borrowings will be unsecured. A Portfolio may borrow an amount (when taken together with any borrowings for temporary purposes) equal to as much as 50% of the value of its net assets (not including such borrowings). Leveraging will exaggerate any increase or decrease in the net asset value of the securities held by the Portfolio and, in that respect, may be considered a speculative practice. In addition, the costs associated with borrowing may exceed the return on investments acquired with borrowed funds.

Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may borrow amounts up to one-third of the value of a Portfolio’s total assets (including borrowings), but will not borrow more than 5% of the value of total assets except to satisfy redemption requests or for other temporary purposes. Such borrowings would result in increased expense to a Fund and, while they are outstanding, would magnify increases or decreases in the value of Fund shares. The foregoing Portfolios may not purchase additional investment securities while outstanding borrowings exceed 5% of the value of their total assets.

Illiquid Securities. A 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. Illiquid securities include those legally restricted as to resale, and may

19


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.

Each Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. Following purchases of fund shares, ReFlow then generally redeems those shares when the fund experiences net sales, at the end of a maximum holding period prescribed by ReFlow or at other times at ReFlow’s discretion. For use of the ReFlow service, a fund pays a fee to ReFlow each time it purchases fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction among participating mutual funds. The current minimum fee rate is 0.15% of the value of the fund shares purchased by ReFlow.  Such fee is allocated among a fund's share classes based on relative net assets.  ReFlow’s purchases of fund shares through the liquidity program are made on an investment-blind basis without regard to the fund’s objective, policies or anticipated performance. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a fund.

Temporary Investments. A Portfolio may temporarily invest in cash and cash equivalents, which may be inconsistent with the Fund’s investment objective, pending the making of other investments or as a reserve to service redemptions and repurchases of shares. While temporarily invested or otherwise, a Portfolio may not achieve its investment objective. A Portfolio might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While at times a Portfolio may use alternative investment strategies in an effort to limit losses, it may choose not to do so.

Portfolio Turnover. The annual portfolio turnover rate of Boston Income Portfolio and High Income Portfolio may exceed 100%. A mutual fund with a high turnover rate (100% or more) may generate more capital gains and pay more commissions (which may reduce return) than a fund with a lower rate. Capital gains distributions (which reduce the after-tax returns of shareholders holding Fund shares in taxable accounts) will be made to shareholders if offsetting capital loss carryforwards do not exist.

Management and Organization

Management. Each Portfolio’s investment adviser is Boston Management and Research (“BMR”), a subsidiary of Eaton ^Vance^, with offices at The Eaton Vance Building, 255 State Street, Boston, MA 02109. Eaton Vance serves as investment adviser to Diversified Income Fund and Low Duration Fund. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its subsidiaries currently manage over $130 billion on behalf of mutual funds, institutional clients and individuals. The investment advisers manage investments pursuant to an investment advisory agreement. Information about portfolio managers and advisory fees is set forth below.

Boston Income Portfolio. Under Boston Income Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equivalent to 0.625% annually of the average daily net assets of the Portfolio throughout the month.

^ Effective March ^ 27 , ^ 2006 , BMR has contractually agreed to reduce its advisory fee as follows: on assets of $^ 2 billion but less than $^ 5 billion, the advisory fee is 0.^ 575 %; and for assets of $^ 5 billion or more , the advisory fee is 0.555%. In addition, effective March 28, 2005, BMR has contractually agreed to reduce its advisory fee as follows: on assets of $1.5 billion but less than $2 billion , the advisory fee is 0.^ 60 %. These contractual fee reductions cannot be terminated or decreased without the express consent of the Portfolio’s Board of Trustees and its shareholders and are intended to continue indefinitely^. For the fiscal year ended October 31, 2006, the Portfolio paid BMR advisory fees equivalent to 0.^ 622 % of its average daily net assets.

Michael Weilheimer and Thomas Huggins co-manage the Portfolio. Mr. Weilheimer managed the Eaton Vance Income Fund of Boston, the predecessor to the Portfolio, from January 1, 1996 to inception of the Portfolio. Thomas Huggins co-managed the Eaton Vance Income Fund of Boston from January 1, 2000 to inception of the Portfolio. Messrs. Weilheimer and Huggins manage or co-manage other Eaton Vance portfolios, and are Vice Presidents of Eaton Vance and BMR.

Diversified Income Fund. Eaton Vance does not receive a fee for serving as the Fund’s investment adviser. The Fund is also allocated its share of the investment advisory fee paid by each Portfolio in which it invests, such allocated advisory fees are ultimately borne by the Fund’s shareholders. Under the supervision of the Fund’s President, Thomas E. Faust Jr., the investment team of Mark Venezia, Susan Schiff, Scott Page, Payson Swaffield and Michael Weilheimer have been responsible for the overall management of the Fund’s investments since it commenced operations. Christine Johnston

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became a member of the investment team on March 1, 2006. All are Vice Presidents of Eaton Vance and BMR and manage or co-manage other Eaton Vance portfolios and/or funds. All have been employed by Eaton Vance for more than five years.

Floating Rate Portfolio. Under Floating Rate Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equivalent to 0.575% annually of the average daily net assets of the Portfolio up to $1 billion, which fee is reduced on assets of $1 billion and more as follows:

    Annual  
Average Daily Net Assets for the Month     Fee Rate  

 
$1 billion but less than $2 billion     0.525%  
$2 billion but less than $5 billion     0.500%  
$5 billion and over     0.480%  

Pursuant to an agreement effective as of March 27, 2006, if the Portfolio’s average daily net assets exceed $5 billion but are less than $10 billion, the fee remains at 0.480%; however, if average daily net assets exceed $10 billion, the fee is equivalent to 0.460%.

For its fiscal year ended October 31, 2006, Floating Rate Portfolio paid BMR advisory fees equivalent to 0.^ 510 % of its average daily net assets. Scott H. Page and Payson F. Swaffield, Vice Presidents of Eaton Vance and BMR, are co-portfolio managers of the Floating Rate Portfolio (since inception) and co-manage other Eaton Vance portfolios.

Government Obligations Portfolio. Under Government Obligations Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.75% annually of the average daily net assets of the Portfolio up to $500 million. On net assets of $500 million or more, BMR has contractually agreed to reduce its advisory fee as follows: 0.6875% annually of average daily net asset of $500 million but less than $1 billion; 0.6250% of average daily net assets of $1 billion but less than $1.5 billion; 0.5625% of average daily net assets of $1.5 billion but less than $2 billion; 0.5000% of average daily net assets of $2 billion but less than $2.5 billion; and 0.4375% of average daily net assets of $2.5 billion and over. These contractual fee reductions cannot be terminated or decreased without the express consent of the Portfolio’s Board of Trustees and its shareholders and are intended to continue indefinitely. For its fiscal year ended October 31, 2006, Government Obligations Portfolio paid BMR advisory fees equivalent to 0.^ 730 % of its average daily net assets.

Susan Schiff ^ is portfolio ^ manager of Government Obligations Portfolio. Ms. Schiff has managed the Portfolio since it commenced operations. Ms. ^Schiff ^ is a Vice ^ President of Eaton Vance and BMR and ^ manages other Eaton Vance portfolios.

High Income Portfolio. Under High Income Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to the aggregate of a daily asset based fee and a daily income based fee. The fees are applied on the basis of the following categories.

         Annual       Daily 
Category    Daily Net Assets    Asset Rate    Income Rate 

 
   1    up to $500 million    0.300%       3.00% 
   2    $500 million but less than $1 billion    0.275%       2.75% 
   3    $1 billion but less than $1.5 billion    0.250%       2.50% 
   4    $1.5 billion but less than $2 billion    0.225%       2.25% 
   5    $2 billion but less than $3 billion    0.200%       2.00% 
   6    $3 billion and over    0.175%       1.75% 

For the fiscal year ended October 31, 2006, the Portfolio paid BMR advisory fees equivalent to 0.^ 54 % of the Portfolio’s average net assets for such year.

Michael Weilheimer and Thomas Huggins co-manage High Income Portfolio. Mr. Weilheimer has managed the Portfolio since January 1, 1996. Thomas Huggins has co-managed the Portfolio since January 1, 2000. Additional information about Messrs. Weilheimer and Huggins appears under "Boston Income Portfolio" above.

Investment Portfolio. Under Investment Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio. For its fiscal year ended October 31, 2006, Investment Portfolio paid BMR advisory fees equal to 0.50%, respectively, of its average daily net assets. Susan Schiff ^ is portfolio ^ manager of Investment Portfolio. Additional information about Ms. Schiff ^appears under "Government Obligations Portfolio" above.

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Low Duration Fund. Susan Schiff ^ is portfolio ^ manager of Low Duration Fund. Ms. Schiff has managed or co-managed the Fund since it commenced operations^. ^Additional information about Ms. Schiff ^appears under "Government Obligations Portfolio" above.

Under the Fund’s investment advisory and administrative agreement, BMR receives a monthly fee equivalent to 0.15% annually of the average daily net assets of the Fund. Eaton Vance and the Fund entered into a fee reduction agreement pursuant to which Eaton Vance agreed to waive its annual advisory and administration fee in its entirety. This fee waiver cannot be eliminated or decreased without the express consent of the Fund’s Board of Trustees and shareholders and is intended to continue indefinitely. The Fund is also allocated its share of the investment advisory ^ fee paid by each Portfolio in which ^ it invests , such allocated fees are ultimately borne by the Fund’s shareholders.

Each Fund’s most recent shareholder report provides information regarding the basis for the Trustees’ approval of the investment advisory agreement with regard to Low Duration Fund, Diversified Income Fund and each Portfolio.

The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of Fund shares with respect to which that portfolio manager has management responsibilities.

Eaton Vance serves as the administrator of each Fund, providing each Fund with administrative services and related office facilities. Eaton Vance does not currently receive a fee for serving as administrator.

Eaton Vance also serves as the sub-transfer agent for each Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs in the performance of sub-transfer agency services. This fee is paid to Eaton Vance by a Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

Organization. Each Fund is a series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust. Each 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 Funds do not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval). As an investor in a Portfolio, a Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, a Fund will hold a meeting of its shareholders to consider a Portfolio matter and then vote its interest in the Portfolio in proportion to the votes cast by its shareholders. Each Fund can withdraw from ^ a Portfolio at any time without shareholder approval.

Because the Funds use this combined prospectus, a Fund could be held liable for a misstatement or omission made about another Fund. The Trust’s Trustees considered this risk in approving the use of a combined prospectus.

Valuing Shares

Each 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), which is derived from the value of its Portfolio holdings. 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. Each Fund may accept purchase and redemption orders as of the time of their receipt by certain investment dealers (or their designated intermediaries).

The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments. Most seasoned 30-year fixed-rate ^MBS are valued through the use of a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Certain other MBS, including, but not limited to, collateralized mortgage obligations and adjustable rate mortgage-backed securities are valued by independent pricing services. The investment adviser uses independent pricing services to value most loans and other debt securities at their market value. In determining market value, the pricing service for loans considers information obtained from broker-dealers and the pricing service for debt obligations considers various factors and market information relating to debt ^ obligations .

In certain situations, the investment adviser may use the fair value of a security or loan if a security or loan is not priced by a pricing service, the pricing services’ price is deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before the Portfolio values its assets that would materially affect net asset value. A security

22


that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign loans and securities may trade on days when Fund shares are not priced, ^ the value of securities held by a Fund or Portfolio can change on days when Fund shares cannot be redeemed. The investment adviser expects to use fair value pricing primarily when a security is not priced by a pricing service or a pricing service’s price is deemed unreliable. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

Purchasing Shares

You may purchase shares through your investment dealer or by mailing an account application form to the transfer agent (see back cover for address). You may request an account application by calling 1-800-262-1122. Your initial investment must be at least $1,000.

After your initial investment, additional investments ^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 make automatic investments in Class A, B and C shares 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, certain group purchase plans (including ^ tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by by broker-dealers), the ReFlow liquidity program, and for persons affiliated with Eaton Vance and certain Fund service ^ providers (as described in the Statement of Additional Information) .

Purchase orders will be executed at the net asset value next determined after their receipt by a Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. 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. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

Restrictions on Excessive Trading and Market Timing. The Funds are not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including Senior Loans owned by a Portfolio or other obligations not priced by a pricing service) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). In addition, because ^ each Portfolio (except Government Obligations Portfolio) may invest up to 25% of net assets in foreign securities, it may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see “Valuing Shares”). The use of fair value pricing and the restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Funds.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than two round-trip exchanges (exchanging from one fund to another fund and back again) within 12 months, it will be deemed to constitute market timing or excessive trading. Under the policies, each Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed

23


transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. Each Fund and its principal underwriter cannot ensure that they will be able to identify all cases of market timing and excessive trading, although they believe they have adequate procedures in place to attempt to do so. Each Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in each Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing^ . Investments in each Fund by ReFlow in connection with the ReFlow liquidity program (which is described under "Investment Objectives & Principal Policies and Risks" above) are not subject to the two round trip limitation.

The Funds and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to a Fund. Each Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to each Fund. Such policy may be more or less restrictive than a Fund’s policy. Each Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Funds or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class. Each Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:

Each investor’s considerations are different. You should speak with your investment dealer to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Funds.

Class A shares are offered at net asset value plus a front-end sales charge of up to 4.75% (2.25% for Low Duration Fund). This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of of $25,000 ($100,000 for Low Duration Fund) or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Purchases of Class A shares of High Income Fund are subject to a 1% redemption fee if redeemed within 90 days of the settlement of the purchase. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets. ^Returns on Class A shares are generally higher than returns on the Fund’s other classes of shares because Class A has lower annual expenses than those classes.

Class B shares are offered at net asset value with no front-end sales charge. If you sell your Class B shares within six (four years for Low Duration Fund) years of purchase, you generally will be subject to a contingent deferred sales charge or “CDSC”. The amount of the CDSC applicable to a redemption of Class B shares decreases over six (four years for Low Duration Fund) years, as described in the CDSC schedule in “Contingent Deferred Sales Charge” under “Sales Charges” below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See “CDSC Waivers” under “Sales Charges” below. Class B shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class B shares are generally lower than returns on Class A shares because Class B has higher annual expenses than Class A. Class B shares will automatically convert to Class A shares after eight years. Because the sales charge applicable to Class A shares is reduced for larger purchases and Class A has lower operating expenses, purchasing Class B shares may not be appropriate if you are investing a large amount.

Orders for Class B shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account)

24


is $100,000 or more. Investors considering cumulative purchases of $100,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $100,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within ^ 12 months of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution fees and service fees equal to 1.00% (0.85% for Low Duration Fund) annually of average daily net assets. ^ Returns on Class C shares are generally lower than returns on Class A shares because Class C has higher annual expenses than Class A.

Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class R shares are offered at net asset value with no front-end sales charge to retirement plan clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Retirement plan clients include pension plans (including tax-deferred ^ retirement plans and profit-sharing plans), Individual Retirement Account rollovers and non-qualified deferred compensation programs. Class R shares pay distribution fees and service fees equal to 0.50% annually of average daily net assets. Returns on Class R shares are generally lower than returns on Class A shares because Class R has higher annual expenses than Class A.

Payments to Investment Dealers. In connection with sales of Fund shares, an investment dealer may receive sales charges and Fund distribution and service fees as described below. Sales charges, distribution fees and service fees paid to investment dealers vary by share class. In addition, the principal underwriter, out of its own resources, may make cash payments to certain investment dealers who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in ^specialized selling programs. Payments made by the principal underwriter to an investment dealer may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that investment dealer. Investment dealers also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to investment dealers to the extent permitted by applicable laws and regulations.

Certain investment dealers that maintain “street name” or omnibus accounts provide sub-accounting, recordkeeping and/ or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

Sales Charges

Class A 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:

For Diversified Income Fund,    Sales Charge*       Sales Charge*    Dealer Commission 
Government Obligations Fund and High Income Fund    as Percentage of    as Percentage of Net    as a Percentage of 
Amount of Purchase     Offering Price     Amount Invested       Offering Price 

 
Less than $25,000         4.75%           4.99%               4.50% 
$25,000 but less than $100,000         4.50%           4.71%               4.25% 
$100,000 but less than $250,000         3.75%           3.90%               3.50% 
$250,000 but less than $500,000         3.00%           3.09%               2.75% 
$500,000 but less than $1,000,000         2.00%           2.04%               2.00% 
$1,000,000 or more         0.00**           0.00**           ^ 1.00%  

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    Sales Charge*       Sales Charge*    Dealer Commission 
For Low Duration Fund    as Percentage of    as Percentage of Net    as a Percentage of 
Amount of Purchase     Offering Price     Amount Invested       Offering Price 

 
Less than $100,000         2.25%           2.30%               2.00% 
$100,000 but less than $250,000         1.75%           1.78%               1.50% 
$250,000 but less than $500,000         1.50%           1.52%               1.25% 
$500,000 but less than $1,000,000         1.00%           1.01%               1.00% 
$1,000,000 or more         0.00**           0.00**           ^ 1.00%  

  *Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by
  the applicable sales charge percentage.
**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 redemptions within
  ^ 18 months of purchase.

^

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.

Reducing or Eliminating Class A 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. To receive a reduced sales charge, you must inform your investment dealer or a Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your investment dealer or the Fund know you are eligible for a reduced sales charge, you may not receive the discount to which you are otherwise entitled.

Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in a Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total of of $25,000 ($100,000 for Low Duration Fund) or more. Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of the Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by you may be included for this purpose. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in trust or fiduciary accounts (including retirement accounts) or omnibus or “street name” accounts . In addition, shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan may be combined for purposes of the right of accumulation for the plan and its participants . You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

Under a statement of intention, purchases of of $25,000 ($100,000 for Low Duration Fund) or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. 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. A statement of intention does not obligate you to purchase (or a Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, ^ corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans) . Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; ^ to certain fund service providers as described int eh statement of Additional Inforamtion; and in connection with the ReFlow liquidity program. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details^.

Contingent Deferred Sales Charge. ^Class A, Class B and Class C shares are ^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 18 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:

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For Diversified Fund, Government Obligations Fund and High Income Fund         Low Duration Fund      
Year of Redemption After Purchase     CDSC     Year of Redemption After Purchase     CDSC  

 

 
First or Second     5%     First     3.0%  
Third     4%     Second     2.5%  
Fourth     3%     Third     2.0%  
Fifth     2%     Fourth     1.0%  
Sixth     1%     Fifth or following     0%  
Seventh or following     0%          

^ CDSCs are 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.

The sales commission payable to investment dealers in connection with sales of Class B and Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see “Shareholder Account Features”) and, for Class B and Class C, in connection with certain redemptions from tax-deferred retirement plans. Call 1-800-262-1122 for details. The ^CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

Conversion Feature. After eight years, ^ Diversified Income Fund, Government Obligations Fund and High Income Fund Class B shares automatically convert to ^ Class A shares. ^ After four years, Class B shares of Low Duration Fund automatically convert to Class A shares. Shares of the Funds acquired through the reinvestment of distributions convert in proportion to shares not so acquired.

Distribution and Service Fees. Class A, Class B, Class C and Class R shares have in effect plans under Rule 12b-1 that allow each Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”^ ) and service fees for personal and/or shareholder account services . Class B and Class C shares pay distribution fees to the principal underwriter of 0.75% (0.60% for Low Duration Fund’s Class C shares) of average daily net assets annually. Class R shares of Government Obligations Fund pay a distribution fee at an annual rate of 0.25% of average daily net assets. Although there is no present intention to do so, Class R shares of Government Obligations Fund could pay distribution fees of up to 0.50% annually upon Trustee approval. 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. The principal underwriter compensates investment dealers on sales of Class B and Class C shares (except exchange transactions and reinvestments) in an amount equal to 4% (3% for Low Duration Fund) and 1%, respectively, of the purchase price of the shares. After the first year, investment dealers also receive 0.75% (0.50 ^ % for Low Duration Fund) of the value of Class C shares in annual distribution fees . Class B, Class C and Class R shares pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25% of average daily net assets annually . After the sale of shares, the principal underwriter typically receives Class A distribution and service fees and the Class B and Class C service fees for one year and thereafter investment dealers generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. After the sale of Class R shares, the principal underwriter generally pays service fees to investment dealers based on the value of shares sold by such dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the National Association of Securities Dealers, Inc.

^

More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.

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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 $100,000 per account (which may include shares of one or 
    more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through 
    Friday, 8:00 a.m. to 7:00 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. 

 

By Wire 

  If you have given complete written authorization in advance you may request that 
    redemption proceeds be wired directly to your bank account. The bank designated 
    may be any bank in the United States. The request may be made by calling 1-800- 
    262-1122 or by sending a signature guaranteed letter of instruction to the transfer 
    agent (see back cover for address). You may be required to pay the costs of such 
    transaction; however, no costs are currently charged. A Fund may suspend or 
    terminate the expedited payment procedure upon at least 30 days notice. 

 

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/or redemption fee 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 either to 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^ .

High Income Fund Class A shares ^are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase. All redemption fees will be paid to the Fund. Redemptions of shares held by ^ tax-deferred retirement plans, in proprietary fee-based programs sponsored by broker-dealers, or by Eaton Vance, its affiliated entities and accounts in which Eaton Vance or such an affiliate have a beneficial interest, as well as the redemption of shares acquired as the result of reinvesting distributions, are not subject to the redemption fee.

While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.

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Shareholder Account Features

Once you purchase shares, the transfer agent establishes ^ an account for you. ^

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 any class of 
    another Eaton Vance fund chosen by you, subject to the terms of that fund’s 
    prospectus. Before selecting this option, you must obtain a prospectus of the other 
    fund and consider its objectives, risks, and charges and expenses carefully. 

Information about the Funds. From time to time, you may be mailed the following:

•Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, 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.

Each Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information is filed with the SEC or posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Each Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

Withdrawal Plan. ^ You may redeem shares on a regular monthly or quarterly basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. ^Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases. Because redemptions of High Income Fund Class A shares within 90 days of the settlement of the purchase are subject to a 1% redemption fee (including shares held in individual retirement accounts), shareholders should not make withdrawals pursuant to a Withdrawal Plan during that period.

Tax-Deferred Retirement Plans. Class A, Class C and Class R shares are available for purchase in connection with certain tax-deferred retirement plans. Call 1-800-262-1122 for information. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund, or, in the case of Class B and Class C shares, Eaton Vance Money Market Fund. Exchanges are made at net asset value. 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 of Fund shares.

Before exchanging, you should read the prospectus of the new fund carefully. If you wish to exchange shares, write to the transfer agent (see back cover for address) 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

29


two round-trip exchanges (exchanged from one fund to another and back again) within 12 months, it will be deemed to be market timing. As described under “Purchasing Shares”, the exchange privilege may be terminated for market timing accounts or for other reasons.

Reinvestment Privilege. 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 ^ a Fund you redeem ^ from, 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, ^ your purchase will be ^at the next determined net asset value following receipt of your request.

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 ^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 ^ a Fund. ^ If you transfer ^shares in a “street name” account to an account with another investment dealer or to an account directly with ^ a Fund, you ^ should obtain historical information about your shares prior to the transfer. ^

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires each Fund to obtain, verify and record information that identifies each person who opens a Fund account. When you open an account, the transfer agent or your investment dealer will ask you for your name, address, date of birth and other identifying information. You also may be asked to produce a copy of your driver’s license and other identifying documents. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the investment dealer is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122, or write to the transfer agent (see back cover for address).

30


Tax Information

Each Fund declares dividends daily and ordinarily pays distributions monthly. Different Classes will distribute different dividend amounts. Your account will be credited with dividends beginning on the business day after the day when the funds used to purchase your Fund shares are collected by the transfer agent. Distributions of income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains are taxable as long-term capital gains. Each Fund expects that its distributions will consist primarily of ordinary income. Taxes on distributions of capital gains are determined by how long a Portfolio owned the investments that generated them, rather than how long a shareholder has owned his or her shares in a Fund. A ^Fund’s distributions will be taxable as described above whether they are paid in cash or reinvested in additional shares^ . A portion of High Income Fund’s distributions may be eligible for the dividends received deduction for corporations.

Investors who purchase shares at a time when a Fund’s net asset value reflects gains that are either unrealized or realized but undistributed will pay the full price for the shares and then may receive some portion of the purchase price back as a taxable distribution. Certain distributions paid in January will be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.

A Portfolio’s investments in foreign securities may be subject to foreign withholding taxes, or other foreign taxes with respect to income (possibly including, in some cases, capital gains) which would decrease ^ Fund returns on such securities. Shareholders will generally not be entitled to claim a credit or deduction with respect to foreign taxes paid by a Portfolio. In addition, investments in foreign securities or foreign currencies may increase or accelerate ^ a Fund’s recognition of ordinary income and may affect the timing or amount of ^ Fund distributions.

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

31


Financial Highlights

The financial highlights are intended to help you understand a Fund’s financial performance for the periods indicated. Certain information in the table reflects the financial results for a single Fund share. The total returns in the tablerepresent 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). Information for Diversified Income Fund, Government Obligations Fund and Low Duration Fund has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Information for High Income Fund has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The reports of PricewaterhouseCoopers LLP and Deloitte & Touche LLP and each Fund’s financial statements are incorporated herein by reference and included in the Fund’s annual report, which is available on request.

^                          
                        Diversified Income Fund          





                  Year ended October 31,                           Period ended October 31,  


          2006 (2)                 2005 (1)(2)      






        Class A       Class B         Class C           Class A           Class B           Class C  







  Net asset value - Beginning of year         $9.760       $9.750         $9.750     $10.000     $10.000     $10.000  
  Income (loss) from operations                          
  Net investment income         $0.561       $0.488         $0.489     $ 0.430     $ 0.365     $ 0.362  
  Net realized and unrealized gain (loss)           0.086         0.085           0.095       (0.108)       (0.120)       (0.117)  
  Total income from operations         $0.647       $0.573         $0.584     $ 0.322     $ 0.245     $ 0.245  
  Less distributions                          
  From net investment income       $(0.637)     $(0.563)       $(0.564)     $ (0.562 )     $ (0.495 )     $ (0.495 )  
  Total distributions       $(0.637)     $(0.563)       $(0.564)     $ (0.562 )     $ (0.495 )     $ (0.495 )  
  Net asset value - End of year         $9.770       $9.760         $9.770     $ 9.760     $ 9.750     $ 9.750  
  Total Return (3)             6.84%           6.05%             6.16%           3.29%           2.49%           2.49%  
  Ratios/Supplemental Data                          
  Net assets, end of year (000’s omitted)     $144,830     $31,827     $135,880     $86,858     $21,926     $89,806  
  Ratios (As a percentage of average daily net assets):                          
      Expenses before custodian fee reduction (4)             1.09%           1.84%             1.84%           1.17% (5)(6)           1.92% (5)(6)           1.92% (5)(6)  
      Expenses after custodian fee reduction (4)             1.09%           1.84%             1.84%           1.17% (5)(6)           1.92% (5)(6)           1.92% (5)(6)  
      Net investment income             5.75%           5.01%             5.02%           4.84% (5)(6)           4.11% (5)(6)           4.08% (5)(6)  
  Portfolio Turnover of Boston Income Portfolio               68%             68%               68%             71%             71%             71%  
  Portfolio Turnover of Floating Rate Portfolio               50%             50%               50%             57%             57%             57%  
  Portfolio Turnover of Government Obligations Portfolio                 2%               2%                 2%             30%             30%             30%  

(1)      For the period from the commencement of operations, December 7, 2004, to October 31, 2005.
 
(2)      Net investment income per share was computed using average shares outstanding.
 
(3)      Returns are historical and are calculated by determining the percentage change in net asset value with all ^ distributions reinvested. Total return is not computed on an annualized basis.
 
(4)      Includes the Fund’s share of the Portfolios’ allocated expenses.
 
(5)      Annualized.
 
(6)       The investment adviser waived a portion of its advisory fee and the administrator subsidized certain operating expenses (equal to 0.03%).
 

32


Financial Highlights (continued)^

                  Government Obligations Fund              







                                      Period Ended  
                                Year Ended October 31,                 October 31,  



 



                          2006 (1)                   2005 (1)               2005 (1)  




 


          Class A           Class B           Class C         Class R       Class A (2)           Class B           Class C         Class R (4)  






 



Net asset value - Beginning of period     $ 7.340 (2)     $ 7.340     $ 7.340     $ 7.320     $     7.740     $ 7.740     $ 7.730     $ 7.430  
Income (loss) from operations                                    
Net investment income     $ 0.266     $ 0.213     $ 0.213     $ 0.214     $     0.212     $ 0.156     $ 0.157     $ 0.083  
Net realized and unrealized gain (loss)           0.037           0.035           0.025       0.060       (0.090)         (0.094)         (0.085)       (0.091)  
Total income (loss) from operations     $ 0.303     $ 0.248     $ 0.238     $ 0.274     $     0.122     $ 0.062     $ 0.072     $(0.008 )  
Less distributions                                    
From net investment income     $ (0.424) (2)     $ (0.369)     $ (0.369)     $(0.405)     $   (0.519)     $ (0.459)     $ (0.459)     $(0.099)  
From tax return of capital         (0.019)         (0.019)         (0.019)       (0.019)       (0.003)         (0.003)         (0.003)       (0.003)  
Total distributions     $ (0.443)     $ (0.388)     $ (0.388)     $(0.424 )     $ (0.522 )     $ (0.462 )     $ (0.462 )     $(0.102 )  
Net asset value - End of period     $ 7.200     $ 7.200     $ 7.190     $ 7.170     $     7.340     $ 7.340     $ 7.340     $ 7.320  
Total Return (6)             4.28%             3.50%             3.36%         3.87%           2.03% (7)             1.15% (7)             1.16% (7)         (0.12)%  
Ratios/Supplemental Data                                    
Net assets, end of period (000’s omitted)     $251,751     $215,850     $129,963     $ 235     $291,931     $291,079     $182,214     $ 2  
Ratios (As a percentage of average daily net                                    
  assets):                                    
    Expenses before custodian fee reduction (8)             1.20%             1.95%             1.95%         1.45%           1.18%             1.93%             1.93%         1.43% (10)  
    Expenses after custodian fee reduction (8)             1.20%             1.95%             1.95%         1.45%           1.18%             1.93%             1.93%         1.43% (10)  
    Interest expense (8)             0.00% (9)             0.00% (9)             0.00% (9)         0.00% (9)           0.00% (9)             0.00% (9)             0.00% (9)         0.00% (9)(10)  
    Net investment income             3.69%             2.95%             2.95%         3.01%           2.82%             2.07%             2.08%         4.57% (10)  
Portfolio Turnover of the Portfolio                 2%                 2%                 2%               2%             30%               30%               30%             30%  

                             (see footnotes on page ^ 34 )

33


^ Financial Highlights (continued)

                                        Government Obligations Fund (continued)              







                              Period Ended October 31,                     Year Ended December 31,          







            2004 (1)(3)               2003 (1)                 2002 (1)      










          Class A (2)             Class B             Class C       Class A (2)         Class B         Class C       Class A (2)           Class B           Class C  











Net asset value - Beginning of period     $ 8.050     $     8.040     $ 8.040     $ 8.620     $     8.610     $ 8.610     $ 8.580     $ 8.570     $ 8.570  
Income (loss) from                                              
operations                                              
Net investment income     $ 0.215     $     0.166     $ 0.166     $ 0.159     $     0.096     $ 0.096     $ 0.346     $ 0.282     $ 0.282  
Net realized and                                              
unrealized gain (loss)         (0.065)         (0.060)         (0.070)         (0.177)         (0.179)         (0.179)           0.298           0.297           0.297  
Total income (loss) from operations     $ 0.150     $     0.106     $ 0.096     $ (0.018 )     $ (0.083 )     $ (0.083 )     $ 0.644     $ 0.579     $ 0.579  
Less distributions                                              
From net investment income     $ (0.460)     $     (0.406)     $ (0.406)     $ (0.548)     $ (0.483)     $ (0.483)     $ (0.581)     $ (0.512)     $ (0.512)  
From tax return of capital                                                   (0.004)         (0.004)         (0.004)         (0.023)         (0.027)         (0.027)  
Total distributions     $ (0.460 )     $     (0.406 )     $ (0.406 )     $ (0.552 )     $ (0.487 )     $ (0.487 )     $ (0.604 )     $ (0.539 )     $ (0.539 )  
Net asset value - End of period     $ 7.740     $     7.740     $ 7.730     $ 8.050     $     8.040     $ 8.040     $ 8.620     $ 8.610     $ 8.610  
Total Return (6)             1.91%           1.35%             1.22%           (0.35)%         (1.03)%           (1.02)%             7.84%             7.00%             6.99%  
Ratios/Supplemental                                              
Data                                              
Net assets, end of period                                              
  (000’s omitted)     $354,083     $390,836     $272,000     $435,022     $555,947     $436,960     $474,595     $583,804     $472,515  
Ratios (As a percentage of average daily                                              
  net assets):                                              
    Expenses before custodian fee                                              
      reduction (8)             1.13% (10)           1.88% (10)             1.88% (10)             1.06%           1.81%             1.81%             1.11%             1.86%             1.85%  
    Expenses after custodian fee                                              
      reduction (8)             1.13% (10)           1.88% (10)             1.88% (10)             1.06%           1.81%             1.81%             1.11%             1.86%             1.85%  
    Interest expense (8)             0.00% (9)(10)           0.00% (9)(10)             0.00% (9)(10)             0.01%           0.01%             0.01%             0.00% (9)             0.00% (9)             0.00% (9)  
    Net investment income             3.27% (10)           2.52% (10)             2.52% (10)             1.90%           1.15%             1.15%             4.03%             3.29%             3.29%  
Portfolio Turnover of the Portfolio                 5%                 5%                 5%               67%             67%               67%               41%               41%               41%  

                                                                                 (see footnotes on next page)

34


Financial Highlights (continued)

    Government Obligations Fund (continued) 

               Year Ended December 31, 

        ^ 2001 (1 )(5 )      



    Class A (2)        Class B       Class C 




Net asset value - Beginning of ^ period     $ 8. ^ 460     $ 8. ^ 450     $ 8. ^ 450  
Income (loss) from operations             
Net investment income    $ 0.^ 473     $ 0.^ 409     $ 0.^ 392  
Net realized and unrealized gain (loss)       0.^ 268        0.^ 266        0.^ 283  
Total income (loss) from operations    $ 0. ^ 741     $ 0. ^ 675     $ 0. ^ 675  
Less distributions             
From net investment income    $ (0.^ 621   $(0.^ 555   $ (0.^ 555
From tax return of capital           ^          ^          ^
Total distributions    $(0. ^ 621   $(0. ^ 555   $(0. ^ 555
Net asset value - End of ^ period     $ 8. ^ 580     $ 8. ^ 570     $ 8. ^ 570  
Total Return (6)          9.^ 06        8.^ 23        8.^ 18
Ratios/Supplemental Data             
Net assets, end of year             
(000’s omitted)    $^ 291 ,^ 249     $^ 240 ,^ 472     $^ 133 ,^ 176  
Ratios (As a percentage of average daily net assets):             
    ^ E xpenses before custodian fee reduction (8)          1.^ 25        1.^ 99    ^ 1 .^ 99
   Expenses after custodian fee reduction (8)          1.^ 25        1.^ 99    ^ 1 .^ 99
   Interest expense (8)            0.02%           0.02%           0.02% 
   Net investment income     ^ 5 .^ 50      ^ 4 .^ 75    ^ 4 .^ 55
Portfolio Turnover of the Portfolio           ^ 21          ^ 21          ^ 21

(1)      Net investment income per share was computed using average shares outstanding.
 
(2)      Per share data have been restated to reflect the effects of a 1.1594595-for-1 stock split effective on November 11, 2005.
 
(3)      For the ten-month period ended October 31, 2004.
 
(4)      For the period from the commencement of operations, August 12, 2005, to October 31, 2005.
 
(5)      The Fund, through its investment in the Portfolio, adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies and began amortizing market premium on fixed-income securities. Additionally, the Portfolio reclassified net losses realized on prepayments received on mortgage-backed securities that were previously included in realized gains/losses to interest income. The effect of these changes on net investment income per share and on the ratio of net investment income to average net assets for the year ended December 31, 2001 was a decrease of $0.139 per share and 1.61%, respectively, for Class A; $0.138 per share and 1.61%, respectively, for Class B; and $0.139 per share and 1.61%, respectively, for Class C. Per share data and ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
 
(6)      Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.
 
(7)      Total return reflects and increase of 0.31% for Class A; 0.24% for Class B and 0.11% for Class C due to the change in the timing of the payment and reinvestment of distributions.
 
(8)      Includes the Fund’s share of the Portfolio’s allocated expenses.
 
(9)      Represents less than 0.01%.
 
(10)       Annualized.
 

35


Financial Highlights (continued)

^

                            High Income Fund          





                        Year Ended October 31,          





          2006 (1)                         2005 (1)      







        Class A         Class B       Class C (3)         Class A           Class B         Class C (3)  







Net asset value - Beginning of year     $ 5.100     $ 5.080     $ 5.080     $     5.210     $ 5.200     $ 5.200  
Income (loss) from operations                              
Net investment income     $ 0.401     $ 0.363     $ 0.363     $     0.402     $ 0.363     $ 0.363  
Net realized and unrealized gain (loss)           0.142           0.149           0.149         (0.095)         (0.106)         (0.107)  
Total income from operations     $ 0.543     $ 0.512     $ 0.512     $     0.307     $ 0.257     $ 0.256  
Less distributions                              
From net investment income     $ (0.413)     $ (0.372)     $ (0.372)     $ (0.417 )     $ (0.377 )     $ (0.376 )  
Total distributions     $ (0.413)     $ (0.372)     $ (0.372)     $ (0.417 )     $ (0.377 )     $ (0.376 )  
Redemption fees     $ 0.000 (5)     $ 0.000 (5)     $ 0.000 (5)     $     0.000 (5)     $ 0.000 (5)     $ 0.000 (5)  
Net asset value - End of year     $ 5.230     $ 5.220     $ 5.220     $     5.100     $ 5.080     $ 5.080  
Total Return (6)           11.04%           10.41%           10.41%           6.01%             5.34% (7)             5.32% (7)  
Ratios/Supplemental Data:                              
Net assets, end of year (000’s omitted)     $199,812     $305,519     $172,200     $165,125     $370,036     $188,454  
Ratios (As a percentage of average daily net assets):                              
    Expenses before custodian fee reduction (8)             0.97%             1.72%             1.72%           0.97%             1.72%             1.72%  
    Expenses after custodian fee reduction (8)             0.97%             1.72%             1.72%           0.97%             1.72%             1.72%  
    Net investment income             7.77%             7.05%             7.05%           7.70%             6.95%             6.96%  
    Portfolio Turnover of the Portfolio               62%               62%               62%             62%               62%               62%  

(see footnotes on next page)

36


Financial Highlights (continued)^

                            High Income Fund (continued)                  








    Period Ended                                  
      October 31,                   Year Ended October 31,          







      2004 (1) (2)         2004 (1)                             2003                               2002 (4)  






 

          Class A         Class B         Class C (3)         Class B       Class C (3)         Class B       Class C (3)  









Net asset value - Beginning of year     $ 5.230     $ 5.050                 $       5.050     $ 4.150     $     4.150     $ 4.860     $ 4.850  
Income (loss) from operations                                      
Net investment income     $ 0.262     $ 0.392                 $       0.389     $ 0.416     $     0.417     $ 0.431     $ 0.429  
Net realized and unrealized gain (loss)         (0.001)           0.169           0.171           0.904         0.903         (0.672)         (0.660)  
Total income (loss) from operations     $ 0.261     $ 0.561                 $       0.560     $ 1.320     $     1.320     $ (0.241 )     $ (0.231 )  
Less distributions                                      
From net investment income     $ (0.281)     $ (0.411)                 $       (0.410)     $ (0.420)     $     (0.420)     $ (0.429)     $ (0.433)  
From tax return of capital                                                                               (0.040)         (0.036)  
Total distributions     $ (0.281 )     $ (0.411 )                 $       (0.410 )     $ (0.420 )     $     (0.420 )     $ (0.469 )     $ (0.469 )  
Redemption fees     $ 0.000 (5)     $ 0.000 (5)                 $       0.000 (5)                                                        
Net asset value - End of year     $ 5.210     $ 5.200                 $       5.200     $ 5.050     $     5.050     $ 4.150     $ 4.150  
Total Return (6)             5.20%           11.55%           11.38%           33.26%         33.24%           (5.46)%           (5.37)%  
Ratios/Supplemental Data:                                      
Net assets, end of year (000’s omitted)                                      
Ratios (As a percentage of average daily net assets):     $150,042     $474,861                 $239,308     $662,381     $281,103     $530,326     $195,037  
    Expenses before custodian fee reduction (8)             0.96% (9)             1.71%             1.71%             1.80%           1.80%             1.79%             1.79%  
    Expenses after custodian fee reduction (8)             0.96% (9)             1.71%             1.71%             1.80%           1.80%             1.79%             1.79%  
    Net investment income             7.98% (9)             7.60%             7.56%             8.96%           8.93%             9.30%             9.28%  
Portfolio Turnover of the Portfolio               80%               80%                 80%             122%             122%               88%               88%  

(1)      Net investment income per share was computed using average shares outstanding.
 
(2)      For the period from the commencement of offering of Class A Shares, March 11, 2004, to October 31, 2004.
 
(3)      Per share data have been restated to reflect the effects of a 1.3204633-for-1 stock split effective on November 11, 2005.
 
(4)      The Fund, through its investment in the Portfolio, has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies and began using the interest method to amortize premiums on fixed-income securities. The effect of this change for the year ended October 31, 2002 for each Class follows. Per share data and ratios for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation. Class B: decrease net investment income per share by $0.010, decrease net realized and unrealized losses per share by $0.010 and decrease the ratio of net investment income to average net assets from 9.52% to 9.30%; Class C: decrease net investment income per share by $0.010, decrease net realized and unrealized losses per share by $0.010 and decrease the ratio of net investment income to average net assets from 9.50% to 9.28%.
 
(5)      Amounts represent less than $ 0 .0005.
 
(6)      Returns are historical and are calculated by determining the percentage change in net asset value with all ^ distributions reinvested. Total return is not computed on an annualized basis.
 
(7)      Total return reflects an increase of 0.33% for Class B and 0.20% for Class C due to a change in the timing of the payment and reinvestment of distributions.
 
(8)      Includes the Fund’s share of the Portfolio’s allocated expenses.
 
(9)      Annualized.
 

37


Financial Highlights (continued)

^

                                Low Duration Fund              








            Year Ended October 31,                         Period Ended October 31,  






        2006 (1)                 2005 (1)             2004 (1)(2)      










      Class A       Class B         Class C       Class A       Class B       Class C         Class A         Class B         Class C  











Net asset value - Beginning of year     $ 9.220     $ 9.210         $     9.220     $ 9.420     $ 9.420     $ 9.420     $ 9.590     $ 9.590     $ 9.590  
Income (loss) from operations                                          
Net investment income     $ 0.333     $ 0.266         $     0.277     $ 0.224     $ 0.153     $ 0.167     $ 0.142     $ 0.083     $ 0.095  
Net realized and unrealized gain (loss)         0.002       0.010         0.003       (0.033)       (0.043)       (0.033)       (0.027)       (0.028)       (0.028)  
Total income (loss) from operations     $ 0.335     $ 0.276         $     0.280     $ 0.191     $ 0.110     $ 0.134     $ 0.115     $ 0.055     $ 0.067  
Less distributions                                          
From net investment income     $ (0.495)     $(0.426)         $ (0.440)     $ (0.391 )     $(0.320 )     $ (0.334 )     $ (0.285 )     $ (0.225 )     $ (0.237 )  
Total distributions     $ (0.495)     $(0.426)         $ (0.440)     $ (0.391 )     $(0.320 )     $ (0.334 )     $ (0.285 )     $ (0.225 )     $ (0.237 )  
Net asset value - End of year     $ 9.060     $ 9.060         $     9.060     $ 9.220     $ 9.210     $ 9.220     $ 9.420     $ 9.420     $ 9.420  
Total Return (4)           3.74%         3.07%           3.12%           2.06%         1.18%           1.45%           1.22%           0.58%           0.71%  
Ratios/Supplemental Data                                          
Net assets, end of year (000’s omitted)     $21,157     $ 6,491         $14,937     $23,876     $ 9,704     $25,050     $38,147     $14,022     $34,495  
Ratios (As a percentage of average daily net assets):                                          
    Expenses before custodian fee reduction (5)(6)           1.29%         2.04%           1.89%           1.24%         1.99%           1.84%           1.20% (7)           1.95% (7)           1.80% (7)  
    Expenses after custodian fee reduction (5)(6)           1.29%         2.04%           1.89%           1.24%         1.99%           1.84%           1.20% (7)           1.95% (7)           1.80% (7)  
    Net investment income           3.65%         2.91%           3.04%           2.41%         1.64%           1.79%           1.80% (7)           1.05% (7)           1.20% (7)  
Portfolio Turnover of Investment Portfolio             46%             46%               46%             67%             67%             67%             92%             92%             92%  
Portfolio Turnover of Floating Rate Portfolio             50%             50%               50%             57%             57%             57%             67%             67%             67%  
Portfolio Turnover of Government Obligations Portfolio               2%               2%                 2%             30%             30%             30%               5%               5%               5%  

(see footnotes on next page)

38


^ Financial Highlights (continued)

            Low Duration Fund (continued)          





                Year Ended December 31,          






          2003 (1)                 2002 (1)(3)      







      Class A       Class B         Class C         Class A         Class B         Class C  









Net asset value - Beginning of year     $ 9.990     $ 9.990     $     9.980     $10.000     $10.000     $10.000  
Income (loss) from operations                                  
Net investment income     $ 0.098     $ 0.024     $     0.040     $ 0.056     $     0.039     $ 0.041  
Net realized and unrealized gain (loss)       (0.120)       (0.121)         (0.112)         0.035         0.033         0.025  
Total income (loss) from operations     $ (0.022 )     $ (0.097 )     $ (0.072 )     $ 0.091     $     0.072     $ 0.066  
Less distributions                                  
From net investment income     $ (0.378 )     $ (0.303 )     $ (0.318 )     $ (0.101 )     $ (0.082 )     $ (0.086 )  
Total distributions     $ (0.378 )     $ (0.303 )     $ (0.318 )     $ (0.101 )     $ (0.082 )     $ (0.086 )  
Net asset value - End of year     $ 9.590     $ 9.590     $     9.590     $ 9.990     $     9.990     $ 9.980  
Total Return (4)         (0.23)%         (0.98)%           (0.74)%           0.91%           0.72%           0.66%  
Ratios/Supplemental Data                                  
Net assets, end of year (000’s omitted)     $63,709     $17,547     $55,078     $27,033     $10,725     $18,387  
Ratios (As a percentage of average daily net assets):                                  
    Expenses before custodian fee reduction (5)(6)           1.21%           1.96%           1.81%           1.16% (7)           1.91% (7)           1.76% (7)  
    Expenses after custodian fee reduction (5)(6)           1.21%           1.96%           1.81%           1.16% (7)           1.91% (7)           1.76% (7)  
    Net investment income           1.00%           0.25%           0.41%           2.18% (7)           1.49% (7)           1.56% (7)  
Portfolio Turnover of Investment Portfolio             43%             43%               43%               0%               0%               0%  
Portfolio Turnover of Floating Rate Portfolio                                                                            
Portfolio Turnover of the Government Obligations Portfolio             67%             67%               67%             41%             41%             41%  

(1) Net investment income per share was computed using average shares outstanding.

(2) For the ten-month period ended October 31, 2004.

(3) For the period from the start of business, September 30, 2002, to December 31, 2002.

(4) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. Total returns would have been lower had certain expenses not been reduced during the periods shown.

(5) Includes the Fund’s share of the Portfolios’ allocated expenses.

(6) The investment adviser waived a portion of its investment adviser and administration fees and subsidized certain operating expenses (equal to 0.15%, 0.15%, 0.11%, 0.02% and 1.04% of daily net assets for the years ended October 31, 2006 and 2005, the period ended October 31, 2004 and the years ended December 31, 2003 and 2002, respectively. )

( ^ 7 ) Annualized.

39


Appendix A

Portfolio Credit Quality. Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio primarily invest in securities or Senior Loans that are rated lower than investment grade as described above. The following tables shows the general credit quality composition of each Portfolio’s investments as of October 31, ^ 2006 .

           Portfolio    S&P 1     Moody’s 1     Fitch 1            Value         % 






Boston Income Portfolio     AAA       Aaa    AAA         
     AA       Aa     AA    $^ 158 ,^ 598 ,^ 211      ^ 8 .^ 62
       A         A     A         
     BBB       Baa    BBB    ^ 39 ,^ 927 ,^ 117      ^ 2 .^ 16
     BB       Ba     BB    ^ 229 ,^ 309 ,^ 983     ^ 12 .^ 51
       B         B     B    1,^ 191 ,^ 286 ,^ 439     ^ 64 .^ 76
     CCC       Caa    CCC    ^ 127 ,^ 964 ,^ 581      ^ 6 .^ 96
     CC       Ca     CC         
       C         C     C                           ^       ^ ^ 
       D         D         
    Unrated            ^ 92 ,^ 362 ,^ 909        4.^ 99
Total                $1,^ 839 ,^ 449 ,^ 240     100.00% 

     

     Portfolio 

  S&P 1     Moody’s 1     Fitch 1            Value         % 






Floating Rate Portfolio     AAA       Aaa    AAA         
     AA       Aa     AA         
       A         A     A         
     BBB       Baa    BBB    $^ 116 ,^ 319 ,^ 158      ^ 1 .^ 7
     BB       Ba     BB    ^ 4 ,^ 242 ,^ 931 ,^ 862     ^ 59 .^ 0
       B         B     B    ^ 1 ,^ 850 ,^ 450 ,^ 955     ^ 25 .^ 7
     CCC       Caa    CCC    ^ 22 ,^ 955 ,^ 548        0.^ 3
     CC       Ca     CC         
       D         D    ^ 37 ,^ 874 ,^ 969        0.^ 5
    Unrated            ^ 916 ,^ 707 ,^ 064     ^ 12 .^ 8
Total                $^ 7 ,^ 187 ,^ 239 ,^ 556     100.0% 

     

      Portfolio 

  S&P 1     Moody’s 1     Fitch 1            Value         % 






High Income Portfolio     AAA       Aaa    AAA         
     AA       Aa     AA    $ 18,^ 580 ,^ 009        1.^ 73
       A         A     A         
     BBB       Baa    BBB    ^ 19 ,^ 862 ,^ 957      ^ 1 .^ 87
     BB       Ba     BB    ^ 141 ,^ 703 ,^ 258     ^ 13 .^ 28
       B         B     B    ^ 747 ,^ 931 ,^ 879     ^ 70 .^ 22
     CCC       Caa    CCC    ^ 72 ,^ 347 ,^ 404      ^ 6 .^ 80
     CC       Ca     CC         
       C         C     C                           ^       ^ ^ 
       D         D         
    Unrated            ^ 65 ,^ 082 ,^ 705      ^ 6 .^ 10
Total                $1,^ 065 ,^ 508 ,^ 212     100.00% 

1       The higher of S&P’s, Moody’s or Fitch’s ratings on a Portfolio’s investments has been used. S&P and Fitch rating categories may be modified further by a plus (+) or minus (–). Moody’s rating categories may be modified further by a 1, 2 or 3.
 

 

LOGO

 

More Information

  About the Funds: 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 each Portfolio’s investments is available in the annual and semiannual reports to
shareholders. In the annual report, you will find a discussion of the market conditions and investment
strategies that significantly affected each Fund’s performance during the past fiscal year. You may obtain
free copies of the statement of additional information and the shareholder reports on Eaton Vance’s
website at www.eatonvance.com or by contacting the principal underwriter:^

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 each 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, 100 F Street NE, Washington, DC 20549-
0102, or by electronic mail at publicinfo@sec.gov.

About Shareholder Accounts: You can obtain more information from Eaton Vance Shareholder
Services (1-800-262-1122). 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 02940-9653
1-800-262-1122

The Trust’s SEC File No. is 811-04015        DGHLP 

 

^ 2568-3/07 

  © ^ 2007 Eaton Vance Management     

 



Eaton Vance Floating-Rate Fund
A mutual fund seeking high current income

Eaton Vance Floating-Rate & High Income Fund
A mutual fund seeking high current income

Prospectus Dated
^ March 1, 2007

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 Summaries      2    Sales Charges    17 
Investment Objectives & Principal Policies and Risks         8    Redeeming Shares    19 
Management and Organization    12    Shareholder Account Features       20 
Valuing Shares    13    Tax Information    21 
Purchasing Shares    13    Financial Highlights    23 


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


Fund Summaries

Eaton Vance Floating-Rate Fund

Investment Objective and Principal Strategies. The Fund’s investment objective is to provide a high level of current income. To do so, the Fund invests primarily in senior floating rate loans (“Senior Loans”). Senior Loans typically are of below investment grade quality and have below investment grade credit ratings, which ratings are associated with securities having high risk, speculative characteristics.

The Fund invests at least 80% of its total assets in income producing floating rate loans and other floating rate debt securities. The Fund may also purchase investment grade fixed income debt securities and money market instruments. The Fund may invest up to 25% of its total assets in foreign securities and foreign Senior Loans and may engage in certain hedging transactions.

The Fund may purchase derivative instruments, such as futures contracts and options thereon, interest rate and credit default swaps, credit linked notes and currency hedging derivatives.

The Fund currently seeks its objective by investing in Floating Rate Portfolio, a registered investment company that has the same investment objective and policies as the Fund.

Principal Risk Factors. The Fund invests primarily in below investment grade floating rate loans and floating rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed to the Fund than issuers of investment grade bonds, and such defaults could reduce the Fund’s net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

Economic and other events (whether real or perceived) can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause the Fund’s net asset value per share to fall. The frequency and magnitude of such changes cannot be predicted.

Loans and other debt securities are also subject to the risk of increases in prevailing interest rates, although floating rate securities reduce this risk. Interest rate changes may also increase prepayments of loans and other debt obligations and require the Fund to invest assets at lower yields. No active trading market may exist for certain loans, which may impair the ability of the Fund to realize the full value of such loans in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded loans.

The value of foreign investments is affected by changes in foreign tax laws (including withholding tax), government policies (in this country or abroad) and 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. The Fund may use forward currency exchange contracts or other permitted hedging techniques to attempt to mitigate adverse effects of foreign currency fluctuations, however, there is no certainty that such strategy will be successful.

The Fund’s use of derivatives is subject to certain limitations and may expose the Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty and unexpected price or interest rate movements. Hedging transactions involve a risk of loss due to unanticipated changes in exchange or interest rates, as well as the risk of counterparty default.

The Fund is not a money market fund and its net asset value will fluctuate. The Fund is not a complete investment program and you may lose money by investing in the Fund. 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


Performance Information. The following bar chart and table provide information about the Fund’s performance for each calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class C shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains the returns for each Class of shares and a comparison to the performance of a broad-based, unmanaged loan market index. Returns in the table for Class C shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change. ^


During the period from December 31, 2001 through December 31, ^ 2006 , the highest quarterly total return for Class C was 2.26% for the quarter ended June 30, 2003, and the lowest quarterly return was –0.61% for the quarter ended September 30, 2002^ .

Average Annual Total Return as of December 31, ^ 2006     One Year       Five Years       Life of Fund 

Advisers Class Return Before Taxes    ^ 6.22%     ^ 4.26%     ^ 4.27%  
Class A Return Before Taxes    ^ 3.78%     ^ 3.78%     ^ 3.85%  
Class B Return Before Taxes    ^ 0.54%     ^ 3.15%     ^ 3.36%  
Class C Return Before Taxes    ^ 4.53%     ^ 3.50%     ^ 3.50%  
Class C Return After Taxes on Distributions    ^ 2.53%     ^ 2.23%     ^ 2.12%  
Class C Return After Taxes on Distributions and the Sale of Class C Shares    ^ 2.91%     ^ 2.23%     ^ 2.15%  
Class I Return Before Taxes    ^ 6.48%     ^ 4.52%     ^ 4.58%  
S&P/LSTA Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)        ^ 6.74%     ^ 5.74%     ^ 5.35%  

These returns reflect the maximum sales charge for Class A (2.25%) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. Advisers Class commenced operations February 7, 2001, Class B commenced operations February 5, 2001, Class C commenced operations on February 1, 2001 and Class I commenced operations on January 30, 2001. Life of Fund returns are calculated from February 28, 2001 for Advisers Class, Class A, Class B and Class C, and from January 31, 2001 for Class I. Class A commenced operations on May 5, 2003. The Class A performance shown above for the period prior to May 5, 2003 is the performance of Advisers Class shares, adjusted for the sales charge that applies to Class A shares (but not adjusted for any other differences in the expenses of the two classes). The S&P/LSTA Leveraged Loan Index is an unmanaged loan market index. Investors cannot invest directly in an index. (Source for the S&P/LSTA Leveraged Loan Index returns: ^ Standard & Poor’s .)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class C shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

3


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)     Advisers Class        Class A        Class B        Class C       Class I  
Maximum Sales Charge (Load) (as a percentage of offering price)    None   2.25%    None    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   None    5.00%    1.00%    None 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions    None   None    None    None    None 
Redemption Fee (as a percentage of amount redeemed)*    1.00%   1.00%    None    None    1.00% 
Exchange Fee    None   None    None    None    None 

*For Advisers Class, Class A and Class I shares redeemed or exchanged within 90 days of the settlement of the purchase.

Annual Fund Operating Expenses
(expenses that are deducted from Fund and Portfolio assets)     
  Advisers Class       Class A       Class B        Class C       Class I  
Management Fees    0.^ 660 %   0.^ 660   0.^ 660   0.^ 660   0.^ 660
Distribution and Service (12b-1) Fees    ^ 0.250%   ^ 0.250%     1.000%    1.000%    n/a 
Other Expenses^    0. ^ 100 %   0. ^ 100   0. ^ 110   0. ^ 100   0. ^ 100
Total Annual Fund Operating Expenses    1.^ 010 %   1.^ 010   1.^ 770   1.^ 760   0.^ 760

^

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
Advisers Class shares            $^ 103   $^ 322     $ ^ 558     $1,^ 236  
Class A shares  $^ 326   $^ 539     $ ^ 770     $1,^ 433  
Class B shares**  $^ 680     $^ 957     $1,^ 159     $1,^ 886  
Class C shares  $^ 279     $^ 554     $ ^ 954     $2,^ 073  
Class I shares  $^ 78   $^ 243     $ ^ 422     $ ^ 942  

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

  1 Year   3 Years   5 Years   10 Years
Advisers Class shares             $^ 103     $^ 322     $^ 558     $1,^ 236  
Class A shares  $^ 326     $^ 539     $^ 770     $1,^ 433  
Class B shares**  $^ 180     $^ 557     $^ 959     $1,^ 886  
Class C shares  $^ 179     $^ 554     $^ 954     $2,^ 073  
Class I shares  $^ 78     $^ 243     $^ 422     $ ^ 942  

*  Due to the redemption fee, the cost of investing in Advisers Class, Class A or Class I shares for one year would be $100 higher for shares redeemed or exchanged within 90 days of the settlement of the purchase.
**Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years.

4


Eaton Vance Floating-Rate & High Income Fund

Investment Objective and Principal Strategies. The Fund’s investment objective is to provide a high level of current income. To do so, the Fund invests primarily in senior floating rate loans (“Senior Loans”) and secondarily in high yield, high risk corporate bonds (so called “junk bonds”). Senior Loans and high yield corporate bonds are of below investment grade quality and have below investment grate credit ratings, which ratings are associated with securities having high risk, speculative characteristics.

The Fund invests at least 80% of its total assets in a combination of income producing floating rate loans and other floating rate debt securities and high yield bonds. The Fund shall not invest more than 20% of its total assets in high yield bonds. The Fund may also purchase fixed income debt securities, preferred stocks (many of which have fixed maturities), convertible securities, securities that make “in-kind” interest payments, bonds not paying current income, bonds that do not make regular interest payments and money market instruments. The Fund may invest up to 25% of its total assets in foreign securities and foreign Senior Loans and may engage in certain hedging transactions.

The Fund may purchase derivative instruments, such as futures contracts and options thereon, interest rate and credit default swaps, credit linked notes and currency hedging derivatives.

The Fund currently seeks its objective by investing at least 65% of its total assets in Floating Rate Portfolio and not more than 20% of its total assets in High Income Portfolio. The Portfolios are registered investment companies managed by Eaton Vance or its affiliate.

Principal Risk Factors. The Fund invests primarily in below investment grade floating rate loans and other debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed to the Fund than issuers of investment grade bonds, and such defaults could reduce the Fund’s net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

Economic and other events (whether real or perceived) can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause the Fund’s net asset value per share to fall. The frequency and magnitude of such changes cannot be predicted.

Loans and other debt securities are also subject to the risk of increases in prevailing interest rates, although floating rate securities reduce this risk. Interest rate changes may also increase prepayments of loans and other debt obligations and require the Fund to invest assets at lower yields. Bonds that do not make regular payments of interest may experience greater volatility in response to changes in interest rates. No active trading market may exist for certain loans, which may impair the ability of the Fund to realize the full value of such loans in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded loans.

The value of foreign investments is affected by changes in foreign tax laws (including withholding tax), government policies (in this country or abroad) and 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. The Fund may use forward currency exchange contracts or other permitted hedging techniques to attempt to mitigate adverse effects of foreign currency fluctuations, however, there is no certainty that such strategy will be successful.

The Fund’s use of derivatives is subject to certain limitations and may expose the Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty and unexpected price or interest rate movements. Hedging transactions involve a risk of loss due to unanticipated changes in exchange or interest rates, as well as the risk of counterparty default.

The Fund is not appropriate for investors who cannot assume the greater risk of capital depreciation or loss inherent in seeking higher yields. The Fund is not a complete investment program and you may lose money by investing in the Fund. 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.

5


Performance Information. The following bar chart and table provide information about the Fund’s performance for each calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class C shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains the returns for each Class of shares and a comparison to the performance of a broad-based, unmanaged loan market index. Returns in the table for Class C shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the period from December 31, 2000 through December 31, ^ 2006 , the highest quarterly total return for Class C was 3.28% for the quarter ended June 30, 2003, and the lowest quarterly return was –0.93% for the quarter ended September 30, 2001.

Average Annual Total Return as of December 31, ^ 2006     One Year       Five Years      Life of Fund 

Advisers Class Return Before Taxes    ^ 6 .^ 92   ^ 5 .^ 18   ^ 5 .^ 09
Class A Return Before Taxes    ^ 4 .^ 58   ^ 4 .^ 67   4.^ 68
Class B Return Before Taxes    ^1.^ 24   ^ 4 .^ 06   ^ 4 .^ 35
Class C Return Before Taxes    ^ 5 .^ 14   ^ 4 .^ 37   4.^ 34
Class C Return After Taxes on Distributions    ^ 3 .^ 07   2.^ 86   2.^ 56
Class C Return After Taxes on Distributions and the Sale of Class C Shares    ^ 3 .^ 30   2.^ 83   2.^ 62
Class I Return Before Taxes    ^ 7 .^ 20   ^ 5 .^ 42   ^ 5 .^ 29
S&P/LSTA Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)       ^ 6 .^ 74   5.^ 74   5.^ 40

These returns reflect the maximum sales charge for Class A (2.25%) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. Advisers Class commenced operations September 7, 2000, Class B and Class C commenced operations on September 5, 2000 and Class I commenced operations on September 15, 2000. Life of Fund returns are calculated from September 30, 2000. Class A commenced operations on May 7, 2003. The Class A performance shown above for the period prior to May 7, 2003 is the performance of Advisers Class shares, adjusted for the sales charge that applies to Class A shares (but not adjusted for any other differences in the expenses of the two classes). The S&P/LSTA Leveraged Loan Index is an unmanaged loan market index. Investors cannot invest directly in an index. (Source for the S&P/LSTA Leveraged Loan Index returns: ^ Standard & Poor’s .)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class C shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

6


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)     Advisers Class        Class A       Class B       Class C       Class I  
Maximum Sales Charge (Load) (as a percentage of offering price)    None   2.25%    None    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   None    5.00%    1.00%    None 
Maximum Sales Charge (Load) Imposed on Reinvested Distributions    None   None    None    None    None 
Redemption Fee (as a percentage of amount redeemed)*    1.00%   1.00%    None    None    1.00% 
Exchange Fee    None   None    None    None    None 

*For Advisers Class, Class A and Class I shares redeemed or exchanged within 90 days of the settlement of the purchase.^

Annual Fund Operating Expenses
(expenses that are deducted from Fund and Portfolio assets)     
  Advisers Class       Class A        Class B        Class C       Class I  
Management Fees    ^ 0.150%   ^ 0.150%     ^ 0.150%     ^ 0.150%     ^ 0.150%  
Distribution and Service (12b-1) Fees    ^ 0.250%   ^ 0.250%     ^ 1.000%     ^ 1.000%     ^ n/a  
Other Expenses    ^ 0.100%   ^ 0.100%     ^ 0.100%     ^ 0.100%     ^ 0.100%  
Acquired Fund Fees and Expenses*    ^ 0.550%   ^ 0.550%     ^ 0.550%     ^ 0.550%     ^ 0.550%  
Total Annual Fund Operating Expenses    ^ 1.050%   ^ 1.050%     ^ 1.800%     ^ 1.800%     ^ 0.800%  

^

*Reflects the Fund’s allocable share of the advisory fee and other expenses of the Portfolios in which it invests. Of this amount, advisory fees were 0.51%.

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
Advisers Class shares    $107*    $334    $ 579    $1,283 
Class A shares    $330*    $552    $ 791    $1,479 
Class B shares**    $683    $966    $1,175    $1,919 
Class C shares    $283    $566    $ 975    $2,116 
Class I shares    $ 82*    $255    $ 444    $ 990 

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

    1 Year     3 Years     5 Years     10 Years
Advisers Class shares    $107    $334    $579    $1,283 
Class A shares    $330    $552    $791    $1,479 
Class B shares**    $183    $566    $975    $1,919 
Class C shares    $183    $566    $975    $2,116 
Class I shares    $ 82    $255    $444    $ 990 

*  Due to the redemption fee, the cost of investing in Advisers Class, Class A or Class I shares for one year would be $100 higher for shares redeemed or exchanged within 90 days of the settlement of the purchase.
**Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years
.

7


Investment Objectives & Principal Policies and Risks

Set forth below is information about the investment objectives and principal policies and risks of each Fund, as well as information about the Portfolio(s) in which each Fund invests. Each Fund’s investment objective and most policies may be changed by the Trustees without shareholder approval. The Trustees have no present intention to make a change and intend to submit any material change in a Fund’s objective to its shareholders for approval.

Eaton Vance Floating-Rate Fund. Floating-Rate Fund’s investment objective is to provide a high level of current income. The Fund seeks its investment objective by investing in Floating Rate Portfolio, a separate registered investment company that has the same objective and policies as the Fund. Floating Rate Portfolio is described below. Under normal circumstances, each of Floating-Rate Fund and Floating Rate Portfolio invests at least 80% of its total assets in income producing floating rate loans and other floating rate debt securities. For this purpose, “total assets” includes any borrowings made for investment purposes. The 80% policy will not be changed unless Fund shareholders are notified of the proposed change at least sixty days in advance of the proposed change.

Eaton Vance Floating-Rate & High Income Fund. Floating-Rate & High Income Fund’s investment objective is to provide a high level of current income. The Fund seeks its investment objective by investing at least 65% of its total assets in Floating Rate Portfolio and not more than 20% of its total assets in High Income Portfolio. During the Fund’s most recent fiscal year, an average of 12.^ 9 % of the Fund’s net assets was invested in High Income Portfolio. The Portfolios are separate registered investment companies that have the same objective as the Fund. Each Portfolio is described below. Under normal circumstances, the Fund invests at least 80% of its total assets in a combination of income producing floating rate loans and other floating rate debt securities and high yield bonds. For this purpose, “total assets” includes any borrowings made for investment purposes. The 80% policy will not be changed unless Fund shareholders are notified of the proposed change at least sixty days in advance of the proposed change.

To determine the allocation of Floating-Rate & High Income Fund’s assets between the two Portfolios, the portfolio managers of the Portfolios meet periodically and agree upon an appropriate allocation that is consistent with the Fund’s objective and policies and takes into consideration market and other factors. Because the advisory fees paid by the Portfolios differ, there is the potential for a conflict of interest with the investment adviser, in that assets could be allocated to a Portfolio for the reason that it has a higher fee. However, in making allocation determinations, the portfolio managers are expressly forbidden from considering the fee structures of the Portfolios, and must make their determinations only on the basis of the best interests of the Fund and its shareholders. If the portfolio managers of the Portfolios cannot agree upon an allocation, the Chief Investment Officer of the investment adviser will make the allocation determination. The cost of investment services relating to allocation determinations is included in the advisory fee charged by each Portfolio, and there is no additional fee charged to the Fund for such services. Floating-Rate & High Income Fund pays its allocable share of each Portfolio’s advisory fees, which are described under “Management and Organization” below.

The Portfolios

Floating Rate Portfolio. Floating Rate Portfolio normally invests primarily in interests in senior floating rate loans of domestic or foreign borrowers (“Senior Loans”). Foreign Senior Loans must be U.S. dollar denominated or denominated in euros, British pounds, Swiss francs, or Canadian dollars (each such foreign currency, an “Authorized Foreign Currency”). With respect to any investments in foreign Senior Loans denominated in an Authorized Foreign Currency, the Portfolio’s investment adviser intends to hedge against foreign currency fluctuations for such Senior Loans principally through the use of currency exchange contracts as well as other appropriate permitted hedging strategies; however there is no certainty that such strategies will be successful.

Floating Rate Portfolio may also invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior Loans”), other floating rate debt securities such as notes, bonds and asset-backed securities (such as special purpose trusts investing in bank loans), investment grade fixed income debt obligations and money market instruments, such as commercial paper. Those money market holdings with a remaining maturity of less than 60 days will be deemed floating rate assets.

Floating Rate Portfolio’s investments are actively managed, and may be bought or sold on a daily basis (although loans are generally held until repaid). The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. Preservation of capital is considered when consistent with the Portfolio’s objective.

8


High Income Portfolio. High Income Portfolio normally invests primarily in bonds rated in the lowest investment grade category or below ( i.e. , bonds rated Baa and below by Moody’s Investors Service, Inc. (“Moody’s”) or BBB and below by Standard & Poor’s Ratings Group (“S&P”)), and in comparable unrated bonds. Bonds rated BBB and Baa have speculative characteristics, while lower rated bonds are predominantly speculative. High Income Portfolio invests at least 80% of its net assets in fixed-income securities, including preferred stocks, Senior and ^ Junior Loans and convertible securities.

High Income Portfolio may invest in zero coupon bonds, deferred interest bonds and bonds or preferred stocks on which the interest is payable in-kind (“PIK bonds”). Zero coupon and deferred interest bonds are debt obligations which are issued at a significant discount from face value. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. PIK bonds are debt obligations which provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in the form of additional debt obligations. Such investments may experience greater volatility in market value due to changes in interest rates. High Income Portfolio accrues income on these investments and is required to distribute its share of income each year. High Income Portfolio may be required to sell securities to obtain cash needed for income distributions.

High Income Portfolio’s investments are actively managed, and may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. The portfolio manager attempts to improve yield through timely trading. The portfolio manager also considers the relative value of securities in the marketplace in making investment decisions and attempts to preserve capital and enhance return when consistent with the Portfolio’s objective. Although the investment adviser of High Income Portfolio considers security ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. Because of the greater number of investment considerations involved in investing in high yield, high risk bonds, the achievement of High Income Portfolio’s objective depends more on the investment adviser’s judgment and analytical abilities than would be the case if it invested primarily in securities in the higher rating categories.

Additional Policies and Risks

Senior Loans. Senior Loans hold the most senior position in the capital structure of a business entity (the “Borrower”), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debtholders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate (“LIBOR”), and secondarily the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders. The Senior Loans held by the Portfolios will have a dollar-weighted average period until the next interest rate adjustment of approximately 90 days or less. In the experience of the investment adviser over the last decade, the average life of Senior Loans has been two to four years because of prepayments.

Senior Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to a Fund, a reduction in the value of the investment and a potential decrease in the Fund’s net asset value. There can be no assurance that the liquidation of any collateral securing a loan would satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. In the event of bankruptcy of a Borrower, a Portfolio could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan. To the extent that a Senior Loan is collateralized by stock in the Borrower or its subsidiaries, such stock may lose all or substantially all of its value in the event of bankruptcy of a Borrower. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Senior Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded to the Borrower. If interest were required to be refunded, it could negatively affect a Fund’s performance.

Many loans in which a Portfolio invests may not be rated by a rating agency, will not be registered with the Securities and Exchange Commission or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to Senior Loans may be less extensive than that available for registered or exchange listed securities. In evaluating the creditworthiness of Borrowers, the investment adviser will consider, and may rely in part, on analyses performed by others. Borrowers may have outstanding debt obligations that are rated below investment grade by a rating agency. Most Senior Loans held by a Portfolio have been assigned ratings below investment grade by independent rating agencies. In the event Senior Loans are not rated, they are likely to be the equivalent of below

9


investment grade quality. Because of the protective features of Senior Loans, the investment adviser believes that Senior Loans tend to have more favorable loss recovery rates as compared to more junior types of below investment grade debt obligations. The investment adviser does not view ratings as the primary factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings.

No active trading market may exist for some loans and certain loans may be subject to restrictions on resale. A secondary market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a material decline in a Fund’s net asset value. During periods of limited supply of Senior Loans, a Fund’s yield may be lower.

Junior Loans. Each Portfolio may also invest in Junior Loans. Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk and interest rate risk. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same borrower.

High Yield Bonds. High yield bonds include bonds rated in the lowest investment grade category and those in lower categories. These bonds have speculative characteristics and, in the case of bonds rated below investment-grade, are predominately speculative. High yield bonds are also subject to a greater possibility that adverse changes in the financial condition of an issuer, or in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of such securities more volatile and could limit the ability to sell securities at favorable prices. In the absence of a liquid trading market for securities held by it, it may be difficult to determine the fair market value of such securities.

High Income Portfolio may hold securities that are unrated or in the lowest rating categories (rated C by Moody’s or D by S&P). Bonds rated C by Moody’s are regarded as having extremely poor prospects of ever attaining any real investment standing. Bonds rated D by S&P are in payment default or a bankruptcy petition has been filed and debt service payments are jeopardized. In order to enforce its rights with defaulted securities or in other situations, High Income Portfolio may be required to retain legal counsel and/or a financial adviser. This may increase operating expenses and adversely affect net asset value. A description of the ratings of corporate bonds by Moody’s and S&P is included as Appendix F to the Statement of Additional Information.

Interest Rate Considerations. When interest rates decline, the value of a portfolio invested in fixed-rate obligations (such as High Income Portfolio) can be expected to rise. Conversely, when interest rates rise, the value of such a portfolio can be expected to decline. The value of a portfolio that primarily invests in floating rate Senior Loans (such as Floating Rate Portfolio) generally can be expected to fluctuate minimally as a result of changes in market interest rates. However, because floating rates on Senior Loans only reset periodically, changes in prevailing interest rates can be expected to cause some fluctuation in net asset values. Similarly, a sudden and significant increase in market interest rates may cause a decline in values. Other economic factors (such as a large downward movement in stock prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can also adversely impact the markets for Senior Loans and debt obligations. Rating downgrades of holdings or their issuers will generally reduce the value of such holdings. Changes in the values of a Portfolio’s holdings likely will cause fluctuation in its corresponding Fund’s net asset value.

Foreign Investments. Floating Rate Portfolio may invest up to 25% of total assets in foreign securities and foreign Senior Loans, predominantly in developed countries. High Income Portfolio may invest up to 25% of total assets in foreign securities and foreign senior loans, which are predominantly U.S. dollar denominated. The value of foreign investments is affected by changes in foreign tax laws (including withholding tax), government policies (in this country or abroad) and 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. Each Portfolio may use forward currency exchange contracts or other permitted hedging techniques to attempt to mitigate adverse effects of foreign currency fluctuations. ^

The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency 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 derivative currency

10


transactions. Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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. Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. There is also a risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

Derivative Instruments. Each Portfolio may purchase or sell derivative instruments (which derive their value from another instrument, security, index or currency) to enhance return, to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to change the duration of obligations held by the Portfolio, to manage certain investment risks and/or as a substitute for the purchase or sale of securities or currencies. Transactions in derivative instruments may include, but are not limited to, the purchase or sale of futures contracts on securities, indices, other financial instruments or currencies; options on futures contracts; and exchange-traded and over-the-counter options on securities, indices or currencies. Each Portfolio may enter into interest rate swaps, credit default swaps, total return swaps and forward rate contracts and purchase credit linked notes as well as instruments that have a greater or lesser credit risk than the security underlying that instrument. Each Portfolio may use interest rate swaps for risk management purposes and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of the Portfolio’s holdings. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest, e.g. , an exchange of fixed rate payments for floating rate payments. Credit default swaps enable a Portfolio to buy or sell credit protection on an individual issuer or basket of issuers. Credit linked notes and credit default swaps involve certain risks, including the risk that the counterparty may be unable to fulfill the transaction.

The use of derivatives is highly specialized and engaging in derivative transactions for purposes other than hedging is speculative. Transactions in derivative instruments involve unique risks, such as losses due to unanticipated adverse changes in prices, interest rates, indices, or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the initial investment therein. In addition, each Portfolio may lose the entire premium paid for purchased options that expire before they can be profitably exercised. Each Portfolio incurs transaction costs in opening and closing positions in derivative instruments. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous.

Other Investment Practices. Each Portfolio may invest not more than 15% of its net assets in illiquid securities, which may be difficult to value properly and may involve greater risks. 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 illiquidity if eligible buyers become uninterested in purchasing them.

Each Portfolio may borrow amounts up to one-third of the value of its total assets (including borrowings), but neither will borrow more than 5% of the value of its total assets except to satisfy redemption requests or for other temporary purposes. Such borrowings would result in increased expense and, while they are outstanding, magnify increases or decreases in the value of Fund shares. Neither Portfolio will purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets. During unusual market conditions, Floating Rate Portfolio may temporarily invest up to 100% of its assets in cash or cash equivalents, which is not consistent with the Funds’ investment objectives. A Portfolio might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While temporarily invested or otherwise, a Fund may not achieve its investment objective.

Each Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. Following purchases of fund shares, ReFlow then generally redeems those shares when the fund

11


experiences net sales, at the end of a maximum holding period prescribed by ReFlow or at other times at ReFlow’s discretion. For use of the ReFlow service, a fund pays a fee to ReFlow each time it purchases fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction among participating mutual funds. The current minimum fee rate is 0.15% of the value of the Fund shares purchased by ReFlow. Such fee is allocated among a fund's share classes based on relative net assets. ReFlow’s purchases of fund shares through the liquidity program are made on an investment-blind basis without regard to the fund’s objective, policies or anticipated performance. ReFlow will purchase Class I shares at net asset value and will not be subject to any investment minimum applicable to such shares. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a fund.

Management and Organization

Management. Each 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, MA 02109. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its subsidiaries currently manage ^ over $130 billion on behalf of mutual funds, institutional clients and individuals. The investment adviser manages the investments of each Portfolio. Information about advisory fees and portfolio managers is set forth below. Each Fund’s most recent shareholder report provides information regarding the basis for the Trustees’ approval of the relevant Portfolio(s) investment advisory agreement(s).

Each Fund is allocated its share of the advisory fee paid by each portfolio in which it invests. The advisory fee paid by each Portfolio is set forth below.

Floating Rate Portfolio. Under its investment advisory agreement with Floating Rate Portfolio, BMR receives a monthly advisory fee equal to 0.575% annually of the average daily net assets of Floating Rate Portfolio up to $1 billion. The advisory fee on net assets of $1 billion or more is reduced as follows: ^

     Annual 
Average Daily Net Assets for the Month     Fee Rate  
$1 billion but less than $2 billion    0.525% 
$2 billion but less than $5 billion    0.500% 
$5 billion but less than $10 billion    0.480% 
$10 billion and over    0.460% 

For the fiscal year ended ^ October 31, 2006 , Floating Rate Portfolio paid BMR advisory fees equivalent to 0.^ 510 % of Floating Rate Portfolio’s average daily net assets.

Scott H. Page and Payson F. Swaffield, Vice Presidents of Eaton Vance and BMR, are co-portfolio managers of Floating Rate Portfolio (since inception) and of other Eaton Vance floating rate loan portfolios.

High Income Portfolio. Under its investment advisory agreement with High Income Portfolio, BMR receives a monthly advisory fee equal to the aggregate of a daily asset based fee and a daily income based fee. The fees are applied on the basis of the following categories.

          Annual         Daily 
Category         Daily Net Assets     Asset Rate     Income Rate  
     1    up to $500 million      0.300%       3.00% 
     2    $500 million but less than $1 billion      0.275%       2.75% 
     3    $1 billion but less than $1.5 billion      0.250%       2.50% 
     4    $1.5 billion but less than $2 billion      0.225%       2.25% 
     5    $2 billion but less than $3 billion      0.200%       2.00% 
     6    $3 billion and over      0.175%       1.75% 

For the fiscal year ended ^ October 31, 2006 , High Income Portfolio paid BMR advisory fees equivalent to ^ 0.54% of High Income Portfolio’s average daily net assets.

Michael W. Weilheimer and Thomas P. Huggins, Vice Presidents of Eaton Vance and BMR, are co-portfolio managers of High Income Portfolio and of other Eaton Vance portfolios. ^

The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of Fund shares.

12


Eaton Vance serves as the administrator of each Fund, providing each Fund with administrative services and related office facilities. In return, each Fund is authorized to pay Eaton Vance a monthly administrative fee equal to 0.15% annually of average daily net assets . For the fiscal year ended October 31, 2006, each Fund paid Eaton Vance administration fees of 0.15% of average daily net assets.

Eaton Vance also serves as the sub-transfer agent for each Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs in the performance of sub-transfer agency services. This fee is paid to Eaton Vance by a Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

Organization. Each Fund is a series of Eaton Vance Mutual Funds Trust (the "Trust"), a Massachusetts business trust. Each 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 Funds do not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval). As an investor in a Portfolio, a Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, a 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. Each Fund can withdraw from ^ a Portfolio at any time without shareholder approval.

Because the Funds use this combined prospectus, a Fund could be held liable for a misstatement or omission made about another Fund. The Trust’s Trustees considered this risk in approving the use of a combined prospectus.

Valuing Shares

Each 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), which is derived from the value of its Portfolio holdings. 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. Each Fund may accept purchase and redemption orders as of the time of their receipt by certain investment dealers (or their designated intermediaries).

The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments. The investment adviser uses an independent pricing service to value most loans and other debt securities at their market value. In determining market value, the pricing service for loans considers information obtained from broker-dealers and the pricing service for debt obligations considers various factors and market information relating to debt obligations. In certain situations, the investment adviser may use the fair value of a security or loan if a security or a loan is not priced by a pricing service, the pricing service’s price is deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before a Portfolio values its assets that would materially affect net asset value. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign loans and securities trade on days when Fund shares are not priced, ^ the value of securities held by the Fund  can change on days when Fund shares cannot be redeemed. The investment adviser expects to use fair value pricing primarily when a security is not priced by a pricing service or a pricing service’s price is deemed unreliable. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

Purchasing Shares

Advisers Class, Class A, Class B and Class C

You may purchase shares through your investment dealer or by mailing an account application form to the transfer agent (see back cover for address). You may request an account application by calling 1-800-262-1122. Your initial investment must be at least $1,000.

After your initial investment, additional investments ^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.

13


You may 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, certain group purchase plans (including ^ tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers), the ReFlow liquidity program, and for persons affiliated with Eaton Vance and certain Fund service ^ providers (as described in the Statement of Additional Information) .

Purchase orders will be executed at the net asset value next determined after their receipt by a Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. Advisers Class shares are only offered to certain types of investors as described under "Choosing a Share Class" below. 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. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

Class I Shares

Class I shares are offered to clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, ^ endowments, foundations and ^ qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time. The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service ^ providers (as described in the Statement of Additional Information) , and the ReFlow liquidity program. The initial minimum investment also is waived for individual accounts of a financial intermediary that charges ^ an ongoing fee for its ^ services (as described below) , provided the aggregate value of such accounts invested in Class I shares of the Fund is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000 ) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million .

Class I shares may be purchased through an investment dealer or by requesting your bank to transmit immediately available funds (Federal Funds) by wire to the address set forth below. To make an initial investment by wire, you must first telephone the Fund Order Department at 1-800-225-6265 (extension 7604) to advise of your action and to be assigned an account number. Failure to call will delay the order. An account application form must be promptly forwarded to the transfer ^ agent (see back cover for address) . You may request a current account application by calling 1-800-262-1122. Additional investments may be made at any time through the same wire procedure. The Fund Order Department must be advised by telephone of each transmission. Wire funds to:

    Mellon Trust of New England N.A.
    ABA #011001234
    Account #080411
    Further Credit:  Eaton Vance Floating-Rate Fund - Class I Shares - Fund #924 or
                            Eaton Vance Floating-Rate & High Income Fund - Class I Shares - Fund #904
    A/C # [Insert your account number]

Purchase orders will be executed at the net asset value next determined after their receipt by each Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. If you purchase shares through an investment dealer, that dealer may charge you a fee for executing the purchase for you. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

Restrictions on Excessive Trading and Market Timing. The Funds are not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares^ ,

14


^especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including certain Senior Loans owned by a Portfolio or other obligations not valued by the pricing service) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). In addition, because each Portfolio may invest up to 25% of its total assets in foreign securities, it may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see “Valuing Shares”). The use of fair value pricing, the redemption fee applicable to Advisers Class shares, Class A shares and Class I shares, and the restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Funds.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than two round-trip exchanges (exchanging from one fund to another fund and back again) within 12 months, it will be deemed to constitute market timing or excessive trading. Under the policies, each Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. Each Fund and its principal underwriter cannot ensure that they will be able to identify all cases of market timing and excessive trading, although they believe they have adequate procedures in place to attempt to do so. Each Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in each Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing^ . Investments in each Fund by ReFlow in connection with the ReFlow liquidity program (which is described under "Investment Objectives & Principal Policies and Risks" above) are not subject to the two round trip limitation.

The Funds and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to a Fund. Each Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to each Fund. Such policy may be more or less restrictive than a Fund’s policy. Each Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Funds or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class. Each Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:

15


Each investor’s considerations are different. You should speak with your investment dealer to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Funds.

Advisers Class shares are offered at net asset value to clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, ^ endowments, foundations and ^ qualified plans (including tax-deferred retirement plans and profit sharing plans). Advisers Class shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain fund service providers. Purchases of Advisers Class shares are subject to a 1% redemption fee if redeemed within 90 days of settlement of purchase. Advisers Class shares pay distribution and service fees equal to 0.25% annually of average daily net assets. Distributions on Advisers Class shares are generally higher than distributions paid by Class B and Class C shares because Advisers Class has lower annual expenses than Class B and Class C.

Class A shares are offered at net asset value plus a front-end sales charge of up to 2.25% . This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $100,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Purchases of Class A shares are subject to a 1% redemption fee if redeemed within 90 days of settlement of purchase. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets. Returns on Class A shares are generally higher than returns on Class B and Class C shares because Class A has lower annual expenses than Class B and Class C.

Class B shares are offered at net asset value with no front-end sales charge. If you sell your Class B shares within six years of purchase, you generally will be subject to a contingent deferred sales charge or “CDSC”. The amount of the CDSC applicable to a redemption of Class B shares decreases over six years, as described in the CDSC schedule in “Contingent Deferred Sales Charge” under “Sales Charges” below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See “CDSC Waivers” under “Sales Charges” below. Class B shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class B shares are generally lower than returns on Class A shares because Class B has higher annual expenses than Class A. Class B shares automatically convert to Class A shares eight years after purchase. Because the sales charge applicable to Class A shares is reduced for larger purchases and Class A has lower operating expenses, purchasing Class B shares may not be appropriate if you are investing a large amount.

Orders for Class B shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $100,000 or more. Investors considering cumulative purchases of $100,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $100,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within ^ 12 months of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class C shares are generally lower than returns on Class A shares because Class C has higher annual expenses than Class A.

Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class I shares are offered to clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, corporations, ^ endowments, foundations and ^ qualified plans (^ as described above ). Class I shares are also offered to investment and institutional^ clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain fund service providers. Purchases of Class I shares are subject to a 1% redemption fee if redeemed within 90 days

16


of settlement of purchase. Class I shares do not pay distribution or service fees. Returns on Class I shares generally are higher than returns on other classes because Class I has lower annual expenses.

Payments to Investment Dealers. In connection with sales of Fund shares, an investment dealer may receive sales charges and Fund distribution and service fees as described below. Sales charges, distribution fees and service fees paid to investment dealers vary by share class. In addition, the principal underwriter, out of its own resources, may make cash payments to certain investment dealers who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in ^specialized selling programs. Payments made by the principal underwriter to an investment dealer may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that investment dealer. Investment dealers also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to investment dealers to the extent permitted by applicable laws and regulations.

Certain investment dealers that maintain “street name” or omnibus accounts provide sub-accounting, recordkeeping and/ or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

Sales Charges

Class A 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:

      Sales Charge* 
as Percentage of    
   Offering Price  
       Sales Charge* 
as Percentage of Net    
    Amount Invested  
  Dealer Commission 
as a Percentage of  
    Offering Price  
       
Amount of Purchase        
Less than $100,000          2.25%            2.30%             2.00% 
$100,000 but less than $250,000          1.75%            1.78%             1.50% 
$250,000 but less than $500,000          1.50%            1.52%             1.25% 
$500,000 but less than $1,000,000          1.00%            1.01%             1.00% 
$1,000,000 or more          0.00**             0.00**             ^^ 1.00%  

  *Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.
**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 redemptions within 18 months of purchase.

^
The principal underwriter may also pay commissions of up to 1.00% on sales of Advisers Class or Class A shares made at net asset value to certain tax-deferred retirement plans.

Reducing or Eliminating Class A 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. To receive a reduced sales charge, you must inform your investment dealer or a Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your investment dealer or the Fund know you are eligible for a reduced sales charge, you may not receive the discount to which you are otherwise entitled.

Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in a Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total of $100,000 or more. Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by you may be included for this purpose. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in trust or fiduciary accounts (including retirement accounts) or omnibus or “street name” accounts . In addition, shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan may be combined for purposes of the right of accumulation for the

17


plan and its participants . You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

Under a statement of intention, purchases of $100,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. 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. A statement of intention does not obligate you to purchase (or a Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, ^ corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans) . Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; ^ and to certain fund service providers as described in the Statement of Additional Information. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details^.

Contingent Deferred Sales Charge. Class A, Class B and Class C shares are 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 18 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% 

^ CDSCs are 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.

The sales commission payable to investment dealers in connection with sales of Class B and Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. 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-deferred retirement plans. The ^CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

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

Distribution and Service Fees. ^ Advisers Class, Class A, Class B and Class C shares have in effect plans under Rule 12b-1 that allows each Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”^ ) and service fees for personal and/or shareholder account services . ^ Class B and Class C shares pay distribution fees to the principal underwriter 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. The principal underwriter compensates investment dealers on sales of Class B and Class C shares (except exchange transactions and reinvestments) in an amount equal to 4% and 1%, respectively, of the purchase price of the shares. After the first year, investment dealers also receive 0.75% of the value of Class C shares in annual distribution fees. ^ Class B and Class C also pay service fees to the principal underwriter ^equal to 0.25 % of average daily net assets annually. Advisers Class and Class A shares pay distribution and service fees equal to 0.25 % of average daily net assets ^ annually . After the sale of Class A, Class B and Class C shares, the principal underwriter receives the Class A distribution and service fees and the Class B and Class C service fees for one year and thereafter investment dealers generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the National Association of Securities Dealers, Inc.

18


More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.

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 $100,000 per account (which may include shares of one or 
more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through 
Friday, 8:00 a.m. to 7:00 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. 
   
   
   
   
   
By Wire    If you have given complete written authorization in advance you may request that 
redemption proceeds be wired directly to your bank account. The bank designated 
may be any bank in the United States. The request may be made by calling 1-800- 
262-1122 or by sending a signature guaranteed letter of instruction to the transfer 
agent (see back cover for address). You may be required to pay the costs of such 
transaction; however, no costs are currently charged. A Fund may suspend or 
terminate the expedited payment procedure upon at least 30 days notice. 
   
   
   
   
   
   
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/or redemption fee 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 either to 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^ .

Advisers Class, Class A and Class I shares of each Fund ^are subject to a 1% redemption fee if redeemed or exchanged within 90 days of the settlement of the purchase. All redemption fees will be paid to the Fund. Redemptions of shares held by ^ tax-deferred retirement plans, in proprietary fee-based programs sponsored by broker-dealers, or by Eaton Vance, its affiliated entities and accounts in which Eaton Vance or such an affiliate have a beneficial interest, as well as the redemption of shares acquired as the result of reinvesting distributions, are not subject to the redemption fee.

While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.

19


Shareholder Account Features

Once you purchase shares, the transfer agent establishes ^ an account for you. ^

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     Advisers Class, Class A, Class B and Class C dividends and/or capital gains are 
    reinvested in additional shares of any class of another Eaton Vance fund chosen by 
    you, subject to the terms of that fund’s prospectus. Before selecting this option, 
    you must obtain a prospectus of the other fund and consider its objectives, risks, 
    and charges and expenses carefully. 

Information about the Funds. From time to time, you may be mailed the following:

• Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal
   quarters, respectively, 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.

Each Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information is filed with the SEC or posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Each Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

Withdrawal Plan. ^ You may redeem shares on a regular monthly or quarterly basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. ^Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases. Because redemptions of Advisers Class, Class A and Class I shares within 90 days of the settlement of the purchase are subject to a 1% redemption fee (including shares held in individual retirement accounts), shareholders should not make withdrawals pursuant to a Withdrawal Plan during that period.

Tax-Deferred Retirement Plans. Advisers Class, Class A, Class C and Class I shares are available for purchase in connection with certain tax-deferred retirement plans. Call 1-800-262-1122 for information. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund or, in the case of Class B and Class C shares, Eaton Vance Money Market Fund. Exchanges are made at net asset value (subject to any applicable redemption fee). 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 of Fund shares.

20


Before exchanging, you should read the prospectus of the new fund carefully. If you wish to exchange shares, write to the transfer agent (see back cover for address) 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. As described under “Purchasing Shares”, the exchange privilege may be terminated for market timing accounts or for other reasons.

Reinvestment Privilege. 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 ^ a Fund you redeem ^ from, 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, ^ your purchase will be ^ at the next determined net asset value following receipt of your request.

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 ^ 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 ^ a Fund. ^ If you transfer ^ shares in a “street name” account to an account with another investment dealer or to an account directly with ^ a Fund, you ^ should obtain historical information about your shares prior to the transfer. ^

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires each Fund to obtain, verify and record information that identifies each person who opens a Fund account. When you open an account, the transfer agent or your investment dealer will ask you for your name, address, date of birth and other identifying information. You also may be asked to produce a copy of your driver’s license and other identifying documents. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the investment dealer is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122, or write to the transfer agent (see back cover for address).

Tax Information

Each Fund declares dividends daily and ordinarily pays distributions monthly. Any net realized capital gains will be distributed annually. Your account will be credited with dividends beginning on the business day after the day when the funds used to purchase your shares are collected by the transfer agent. Each Fund expects that its distributions will consist primarily of taxable ordinary income.

Distributions of income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains will be taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long the Portfolio owned the investments that generated them, rather than how long a shareholder has owned his or her shares in the Fund. Each Fund’s distributions are taxable as described above whether they are paid in cash or reinvested in additional shares. A portion of a Fund’s distributions may be eligible for the dividends-received deduction for corporations.

21


Investors who purchase shares at a time when a Fund’s net asset value reflects gains that are either unrealized or realized but not distributed will pay the full price for the shares and then may receive some portion of the purchase price back as a taxable distribution. Certain distributions paid in January will be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.

Each Portfolio’s investments in foreign securities or loans may be subject to foreign withholding ^ taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains) , which would decrease Fund returns on such securities. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes paid by a Portfolio. In addition, investments in foreign securities or loans or foreign currencies may increase or accelerate a Fund’s recognition of ordinary income and may affect the timing or amount of Fund distributions.

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

22


Financial Highlights

The financial highlights are intended to help you understand a Fund’s financial performance for the past past five years. Certain information in the tables reflect the financial results for a single Fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all distributions and not taking into account a sales charge). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The reports of Deloitte & Touche LLP and each Fund’s financial statements are incorporated herein by reference and included in the annual report, which is available on request. Each Fund began offering Class A shares on May 1, 2003. Prior to that date, each Fund offered only Advisers Class, Class B, Class C shares and Class I shares.

    Eaton Vance Floating-Rate Fund

    Year Ended October 31,

    2006 (1)   2005 (1)

    Advisers
   Class
                              Advisers
  Class
               
      Class A   Class B   Class C   Class I     Class A   Class B   Class C   Class I

Net asset value - Beginning of year    $ 9.880     $ 10.220     $ 9.870     $ 9.870     $ 9.880     $9.880    $ 10.210    $ 9.870    $ 9.870    $9.880 
 
Income (loss) from operations                                                         
Net investment income    $0.589     $ 0.608     $ 0.511     $ 0.512     $ 0.614     $0.417    $0.430    $0.336   $0.338    $0.440 
Net realized and unrealized gain (loss)    (0.037)     (0.036)     (0.023)     (0.024)     (0.037)     (0.005)    0.006 (4)   0.002 (4)   (0.000) (5)   (0.003) 
Total income from operations    $0.552     $ 0.572     $0.488     $ 0.488     $ 0.577     $0.412    $0.436    $0.338   $0.338    $0.437 
 
Less distributions                                                         
From net investment income    $(0.592)     $ (0.612)     $(0.518)     $ (0.518)     $ (0.617)     $(0.413)    $(0.427)    $(0.339)   $(0.339)    $(0.438) 
From net realized gain                        —    —    —    —    — 
Total distributions    $(0.592)     $ (0.612)     $(0.518)     $ (0.518)     $ (0.617)     $(0.413)    $(0.427)    $ (0.339)    $(0.339)    $(0.438) 
Redemption fees $0.000 (6) $0.000 (6) $0.000 (6) $0.000 (6) $0.000 (6) $0.001  $0.001  $0.001  $0.001  $0.001 
Net asset value - End of year    $9.840     $ 10.180     $ 9.840     $ 9.840     $ 9.840     $9.880    $10.220    $9.870    $9.870    $9.880 
Total return (8)     5.74%     5.75%     5.06%     5.06%     6.00%     4.26%    4.36%    3.48%   3.48%    4.52% 
 
Ratios/Supplemental Data:                                                         
Net assets, end of year (000’s omitted)    $1,238,349   $1,839,719   $230,454   $1,170,248   $485,274   $1,021,526   $1,521,460   $264,403   $1,220,713   $371,698
Ratios (as a percentage of average daily net assets):                                                        
   ^ Expenses before custodian fee reduction (9)   1.01%   1.01%     1.77%     1.76%     0.76%     1.03%    1.03%   1.78%    1.78%    0.78% 
   ^ Expenses after custodian fee reduction (9)   1.01%   1.01%     1.77%     1.76%     0.76%     1.03%   1.03%   1.78%    1.78%    0.78% 
   Net investment income    5.97%   5.96%     5.18%     5.19%     6.22%     4.21%   4.21%   3.40%    3.42%    4.45% 
Portfolio Turnover of the Portfolio    50%   50%     50%     50%     50%     57%   57%   57%    57%    57% 

(See footnotes on last page.)

23


Financial Highlights (continued)

    Eaton Vance Floating-Rate Fund

    Year Ended October 31,

    2004 (1)   2003 (1) ^

     Advisers
Class
                          Advisers
  Class
                   
           Class A       Class B      Class C        Class I       Class A (2)     Class B       Class C     Class I 

Net asset value - Beginning of year    $9.820    $10.150    $9.810    $9.810    $9.820    $9.560    $10.000   $9.560    $9.560    $9.560 
 
Income (loss) from operations                                                         
Net investment income    $0.274    $0.282    $0.198    $0.198    $0.299    $0.331    $0.138    $0.278    $0.275    $0.359 
Net realized and unrealized gain (loss)    0.058     0.060     0.060       0.060      0.058      0.283    0.169     0.253     0.256     0.279 
Total income from operations    $0.332    $0.342    $0.258    $0.258    $0.357    $0.614    $0.307    $0.531    $0.531    $0.638 
 
Less distributions                                                         
From net investment income    $(0.272)    $(0.282)    $(0.198)    $(0.198)    $(0.297)    $(0.354)    $(0.157)    $(0.281)    $(0.281)    $(0.378) 
From net realized gain    —    —    —      —      —       —     —     —     —     — 
Total distributions    $(0.272)    $(0.282)    $(0.198)    $(0.198)    $(0.297)    $(0.354)    $(0.157)   $(0.281)    $(0.281)    $(0.378) 
Redemption fees    $0.000 (6)   $0.000 (6)   $0.000 (6)   $0.000 (6)   $0.000 (6)   $ —    $ —    $ —    $ —    $ — 
Net asset value - End of year    $9.880    $10.210    $9.870    $9.870    $9.880    $9.820    $10.150    $9.810    $9.810    $9.820 
Total return (8)     3.43%    3.40%           2.65%           2.65%         3.69%         6.54%           3.09%         5.63%           5.63%         6.79% 
 
Ratios/Supplemental Data:                                                         
Net assets, end of year (000’s omitted)    $782,259    $1,155,058    $298,187    $1,227,737   $270,774    $271,723    $273,365   $247,494   $724,521    $98,545 
Ratios (as a percentage of average daily net assets):                                                        
    ^ Expenses before custodian fee reduction (9)          1.05%             1.05%           1.80%           1.80%         0.80%         1.09%    1.09% (†)     1.84%           1.84%         0.84% 
    ^ Expenses after custodian fee reduction (9)            1.05%             1.05%           1.80%           1.80%         0.80%         1.09%     1.09% (†)     1.84%           1.84%         0.84% 
   Net investment income           2.78%             2.76%           2.01%           2.01%         3.03%         3.40%    2.81% (†)     2.87%           2.84%         3.69% 
Portfolio Turnover of the Portfolio             67%                 67%             67%               67%             67%             64%     64%    64%             64%           64% 

(See footnotes on last page.)

24


^ Financial Highlights (continued)

  Eaton Vance Floating-Rate Fund

  Year Ended October 31,

  2002 (1)

  Advisers 
   Class 
         
    Class B    Class C    Class I 

Net asset value - Beginning of year  $9.820     $ 9.810    $9.820    $9.820 
 
Income (loss) from operations                 
Net investment income  $0.413    $0.339    $0.339    $0.437 
Net realized and unrealized gain (loss)   (0.256)      (0.246)    (0.256)     (0.255) 
Total income from operations  $0.157    $ 0.093    $0.083    $0.182 
 
Less distributions                 
From net investment income  $(0.415)    $ (0.341)    $(0.341)    $(0.440) 
From net realized gain   (0.002)      (0.002)    (0.002)     (0.002) 
Total distributions  $(0.417)    $ (0.343)    $(0.343)    $(0.442) 
Redemption fees  $ —    $  —    $ —    $ — 
Net asset value - End of year  $9.560    $ 9.560    $9.560    $ 9.560 
Total return (8)        1.56%         0.91%    0.80%         1.82% 
 
Ratios/Supplemental Data:                 
Net assets, end of year (000’s omitted)  $70,694     $203,683    $521,312    $31,661 
Ratios (as a percentage of average daily net assets):                
   ^ Expenses before custodian fee reduction (9)        1.13%         1.89%    1.89%         0.89% 
   ^ Expenses after custodian fee reduction (9)        1.13%         1.89%    1.89%         0.89% 
   Net investment income       4.22%         3.47%    3.46%         4.46% 
Portfolio Turnover of the Portfolio         76%             76%     76%           76% 

(See footnotes on last page).

25


^ Financial Highlights (continued)

    Eaton Vance Floating-Rate & High Income Fund

    Year Ended October 31, 

    2006 (1)   2005 (1)

      Advisers  
      Class  
                       Advisers 
   Class 
               
          Class A         Class B         Class C       Class I        Class A     Class B       Class C     Class I 

Net asset value - Beginning of year    $9.680     $10.290     $9.680     $9.680     $ 9.690     $9.710    $10.320    $9.700    $9.700    $9.710 
 
Income (loss) from operations                                             
Net investment income    $0.597     $0.631     $0.520     $0.521       $ 0.623     $0.451    $0.475    $0.373    $0.374    $0.474 
Net realized and unrealized gain (loss)          0.014           0.018           0.008           0.007       0.003      (0.031)    (0.027)    (0.017)     (0.018)    (0.020) 
Total income from operations    $ 0.611     $0.649     $0.528     $0.528     $ 0.626     $0.420    $0.448    $0.356    $0.356    $0.454 
 
Less distributions                                           
From net investment income    $(0.601)     $(0.639)     $(0.528)     $(0.528)     $(0.626)     $(0.451)    $(0.479)    $(0.377)    $(0.377)    $(0.475) 
Total distributions    $(0.601)     $(0.639)     $(0.528)     $(0.528)     $(0.626)     $(0.451)    $(0.479)    $(0.377)    $(0.377)    $(0.475) 
Redemption fees    $0.000 (6)     $0.000 (7)     $0.000 (6)     $0.000 (6)     $ 0.000 (6)     $0.001    $0.001    $0.001    $0.001    $0.001 
Net asset value - End of year    $9.690     $10.300     $9.680     $9.680     $ 9.690     $9.680    $10.290    $9.680    $9.680    $9.690 
Total return (8)             6.49%             6.49%             5.60%             5.59%       6.65%            4.42%           4.43%           3.74%           3.74%         4.78% 
 
Ratios/Supplemental Data:                                           
Net assets, end of year (000’s omitted)    $841,865     $423,214     $134,213     $445,987     $52,730     $710,286    $474,435    $163,795    $525,843    $37,200 
Ratios (as a percentage of average daily net assets):                                          
   ^ Expenses before custodian fee reduction (9)           1.05%             1.05%             1.80%             1.80%     0.80%            1.05%           1.05%           1.80%           1.80%         0.80% 
   ^ Expenses after custodian fee reduction (9)             1.05%             1.05%             1.80%             1.80%     0.80%            1.05%           1.05%           1.80%           1.80%         0.80% 
   Net investment income            6.16%             6.13%             5.37%             5.38%     6.42%            4.65%           4.60%           3.84%           3.85%         4.88% 
Portfolio Turnover of the Floating Rate Portfolio             50%               50%               50%               50%     50%              57%             57%             57%             57%           57% 
Portfolio Turnover of the High Income Portfolio             62%               62%               62%               62%     62%              62%             62%             62%             62%           62% 

(See footnotes on last page.)

26


Financial Highlights (continued)

    Eaton Vance Floating-Rate & High Income Fund

    Year Ended October 31,

    2004 (1)   2003 (1)

    Advisers
Class
                      Advisers
Class
               
         Class A       Class B       Class C      Class I       Class A (2)      Class B       Class C     Class I 

Net asset value - Beginning of year    $9.610    $10.220    $9.600    $9.600     $9.610    $9.140    $10.000    $9.140    $9.140    $9.150 
 
Income (loss) from operations                                             
Net investment income    $0.347    $0.363    $0.275    $0.273     $0.373    $0.407    $0.179    $0.348    $0.346    $0.432 
Net realized and unrealized gain (loss)    0.103    0.109    0.102    0.104    0.102    0.486    0.241    0.465    0.467    0.476 
Total income (loss) from operations    $0.450    $0.472    $0.377    $0.377    $0.475    $0.893    $0.420    $0.813    $0.813    $0.908 
 
Less distributions                                             
From net investment income    $(0.350)    $(0.372)    $(0.277)    $(0.277)    $(0.375)    $(0.423)    $(0.200)    $(0.353)    $(0.353)    $(0.448) 
Total distributions    $(0.350)    $(0.372)    $(0.277)    $(0.277)    $(0.375)    $(0.423)    $(0.200)    $(0.353)    $(0.353)    $(0.448) 
Redemption fees    $0.000 (6)   $0.000 (7)   $0.000 (6)   $0.000 (6)   $0.000 (6)   $0.000 (6)   $ —    $ —    $ —    $ — 
Net asset value - End of year    $9.710    $10.320    $9.700    $9.700     $9.710    $9.610    $10.220    $9.600    $9.600    $9.610 
Total return (8)            4.76%           4.69%           3.98%           3.98%         5.02%         9.98%         4.23%           9.05%           9.06%     10.14% 
 
Ratios/Supplemental Data:                                             
Net assets, end of year (000’s omitted)    $474,219    $431,257    $182,045    $513,459     $23,618    $68,258    $39,128    $161,457    $303,297    $ 3,355 
Ratios (As a percentage of average daily net assets):                                            
    ^ Expenses before custodian fee reduction (9)          1.06%           1.07%           1.82%           1.82%         0.82%         1.12%         1.12% (†)            1.87%           1.87%       0.87% 
    ^ Expenses after ^ custodian fee reduction (9)          1.06%           1.07%           1.82%           1.82%         0.82%         1.12%         1.12% (†)            1.87%           1.87%       0.87% 
   Net investment income           3.59%           3.52%           2.84%           2.83%         3.85%         4.32%         3.68% (†)            3.71%           3.69%       4.59% 
Portfolio Turnover of the Floating Rate Portfolio            67%             67%             67%             67%           67%           64%           64%             64%             64%           64% 
Portfolio Turnover of the High Income Portfolio             80%             80%             80%             80%           80%         122%         122%           122%           122%         122% 

(See footnotes on last page.)

27


^ Financial Highlights (continued)

    Eaton Vance Floating-Rate & High Income Fund

    Year Ended October 31,

    2002 (1)(3)

    Advisers 
   Class 
                   
       Class B   Class C   Class I

Net asset value - Beginning of year    $9.550    $ 9.550    $ 9.540    $9.550 
 
Income (loss) from operations                         
Net investment income    $0.472    $ 0.400    $ 0.401    $0.500 
Net realized and unrealized gain (loss)    (0.408)     (0.407)    (0.398)    (0.402) 
Total income (loss) from operations    $0.064    $(0.007)    $ 0.003    $0.098 
 
Less distributions                         
From net investment income    $(0.474)    $(0.403)    $ (0.403)    $(0.498) 
Total distributions    $(0.474)    $(0.403)    $ (0.403)    $(0.498) 
Redemption fees    $ —    $  —    $  —    $ — 
Net asset value - End of year    $9.140    $ 9.140    $ 9.140    $9.150 
Total return (8)          0.62%      (0.13)%       (0.03)%       0.98% 
 
Ratios/Supplemental Data +                        
Net assets, end of year (000’s omitted)    $30,960    $165,834    $279,061    $1,681 
Ratios (As a percentage of average daily net assets):                        
   ^ Expenses before custodian fee reduction (9)          1.15%         1.90%         1.91%       0.94% 
   ^ Expenses after custodian fee reduction (9)          1.15%         1.90%         1.91%       0.94% 
   Net investment income         4.98%         4.22%         4.23%       5.24% 
Portfolio Turnover of the Floating Rate Portfolio           76%           76%             76%           76% 
Portfolio Turnover of the High Income Portfolio           88%           88%             88%           88% 

(1) Net investment income per share was computed using average shares outstanding.

(2) For Floating-Rate Fund: ^Class A for the period from the start of business, May 5, 2003, to October 31, 2003^ . For Floating-Rate & High Income Fund: Class A for the period from the start of business, May 7, 2003, to October 31, 2003.

(
3) Floating-Rate & High Income Fund, through its investment in High Income Portfolio, has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies and began using the interest method to amortize premiums on fixed-income securities. The effect of this change for the year ended October 31, 2002 for each Class follows. Advisers Class: decrease net investment income per share by $0.003, decrease net realized and unrealized losses per share by $0.003, and decrease the ratio of net investment income to average net assets from 5.01% to 4.98%; Class B: decrease net investment income per share by $0.003, decrease net realized and unrealized losses per share by $0.003, and decrease the ratio of net investment income to average net assets from 4.25% to 4.22%. Class C: decrease net investment income per share by $0.003, decrease net realized and unrealized losses per share by $0.003, and decrease the ratio of net investment income to average net assets from 4.26% to 4.23%. Class I: to decrease net investment income per share by $0.003, decrease net realized and unrealized losses per share by $0.003, and decrease the ratio of net investment income to average net assets from 5.27% to 5.24% ^.

(4) The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

(5) Amount represents less than $(0.0005) per share.

(6) Amount represents less than $0.0005 per share.

(7) Amount represents less than $0.005 per share.

(8) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis.

(9) Includes the Fund’s share of the Portfolios’ allocated expenses.

(†) Annualized .

28



More Information

About the Funds: 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 each Portfolios’ investments is available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the past fiscal year. You may obtain free copies of the statement of additional information and the shareholder reports on Eaton Vance’s website at www.eatonvance.com or by contacting the principal underwriter:^

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 each 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, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

About Shareholder Accounts: You can obtain more information from Eaton Vance Shareholder Services (1-800-262-1122). 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 02940-9653
1-800-262-1122

The Funds’ SEC File No. is 811-4015.        FRFFRHIP  
2569-3/07     © ^ 2007 Eaton Vance Management   



Eaton Vance

Strategic Income

Fund

A mutual fund seeking high income and total return

Prospectus Dated
^ March 1, 2007

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    ^ 19  
Investment Objective & Principal Policies and Risks      ^ 6     Redeeming Shares    ^ 21  
Management and Organization    ^ 13     Shareholder Account Features    ^ 21  
Valuing Shares    ^ 16     Tax Information    ^ 23  
Purchasing Shares    ^ 16     Financial Highlights    ^ 24  


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


Fund Summary

Investment Objective and Principal Strategies. The Fund’s investment objective is to provide a high level of income and total ^ return. The Fund typically invests in derivative instruments in ^ different countries and currencies . The Fund ^ may also invest in income-producing securities and senior floating rate loans ("Senior Loans") with ^ lower credit ratings including those of below investment grade quality^.

The Fund will invest principally (over 50% of net assets) in high grade debt securities. The Fund may invest the remainder of its assets in lower-rated debt securities (so-called “junk bonds”), loans and other ^ securities . The Fund may invest in U.S. and foreign securities, such as U.S. Government mortgage-backed debt obligations, ^sovereign debt of foreign countries, including emerging market ^ countries and high yield corporate bonds . The Fund may engage in derivative transactions to protect against price decline, to enhance returns or as a substitute for purchasing or selling securities. The portfolio manager also uses active management techniques such as securities lending, short sales and forward commitments. The use of these techniques is subject to certain limitations and may expose the Fund to increased risk of principal loss.

^

The Fund is structured as a "fund-of-funds" and, accordingly, currently pursues its objective by investing its assets in one or more of the following: Global Macro Portfolio (formerly Strategic Income Portfolio), Boston Income Portfolio, Floating Rate Portfolio, High Income Portfolio, Investment Grade Income Portfolio and Investment Portfolio.

Principal Risk Factors. The Fund invests its assets in markets that are subject to speculative trading and volatility. Because the Fund can invest a significant portion of assets in foreign securities, the value of Fund shares can also be adversely affected by changes in currency exchange rates and political and economic developments abroad. In emerging or less-developed countries, these risks can be significant. Accordingly, the purchase of Fund shares should be viewed as a long-term investment.

^

Debt securities and floating rate loans rated below investment grade and unrated investments of comparable quality (“lower rated investments”) have speculative characteristics because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of higher rated investments, and such defaults may reduce the Fund’s net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Most Senior Loans have below investment grade credit ratings (when they are rated) or are of comparable quality. The specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.

Changes in prevailing interest rates in the ^ United States or abroad may affect the value of Fund shares, depending upon the currency denomination of security holdings, whether derivative transactions had magnified or reduced sensitivity to a change, overall portfolio composition and other factors. Unscheduled prepayments of mortgage-backed securities ("MBS") may result in loss of income if the proceeds are invested in lower yielding securities. The effect of economic and other events on the interrelationships of portfolio holdings can be complex and ^ unpredictable.

Economic and other events (whether real or perceived) can reduce the demand for certain securities or loans or for securities or loans generally. This may reduce market prices and cause the Fund’s net asset value per share to fall. The frequency and magnitude of such changes cannot be predicted. Fluctuations in the value of securities will be reflected in the Fund’s net asset value. Many securities with longer durations are more sensitive to changes in interest rates than securities with shorter durations, usually making them more volatile. A rising interest rate environment may also extend the average life of mortgages underlying MBS. This extension increases the risk of depreciation due to future increases in market interest rates. In a declining interest rate environment, the Fund may be subject to prepayment risks. Prepayments of securities priced at a premium may result in losses. Prepayment may reduce the Fund’s income because the prepayment proceeds may be invested in lower-yielding securities or loans. Interest rates and prepayment risks are reduced for floating rate loans and adjustable rate securities.

Derivative transactions (such as futures contracts and options thereon, options, interest rate, total return and credit default swaps, credit linked notes, short sales, forward contracts and options thereon), subject the Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty, or unexpected price or interest rate movements.

2


Lending securities could result in delays in recovery or loss if the borrower of the securities fails financially. Certain derivative transactions are speculative practices and may exaggerate any increase or decrease in the value of the Fund, which will impact the value of Fund shares. The Fund engages in active management strategies which involve risks.

No active trading market may exist for certain loans, which may impair the ability of the Fund to realize the full value of such loans in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded loans.

While securities issued by U.S. Government-sponsored entities (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association) may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury.

As a non-diversified fund, the Fund may invest a larger portion of its assets in the obligations of a limited number of issuers than may a diversified fund. This makes the Fund more susceptible to adverse economic, business or other developments affecting such issuers. The Fund may invest, with respect to 50% of its total assets, more than 5% (but not more than 25%) of its total assets in securities of any one issuer, other than U.S. Government securities.

^

The Fund is not a complete investment program and you may lose money by investing in the Fund. 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.

3


Performance Information. The following bar chart and table provide information about the Fund’s performance for each calendar year through December 31, ^ 2006 . The returns in the bar chart are for Class B shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains returns for Class A, Class B and Class C shares and a comparison to the performance of a broad-based index of domestic investment grade fixed-income securities. Returns in the table for Class B shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the ten years ended December 31, ^ 2006 , the highest quarterly total return for Class B was 6.40% for the quarter ended June 30, 2003, and the lowest quarterly total return was –4.01% for the quarter ended September 30, 1998. For the 30 days ended ^ October 31, 2006 , the SEC yields for Class A, Class B and Class C shares were ^ 4 .^ 83 %, ^ 4 .^ 33 % and ^ 4 .^ 33 %, respectively. For current yield information call 1-800-225-6265.

     One     Five     Ten 
Average Annual Total Return as of December 31, ^ 2006      Year    Years    Years 

Class A Return Before Taxes    ^ 1 .^ 54   6.^ 52   ^ 5 .^ 66
Class B Return Before Taxes    ^1.^ 00   6.^ 44   ^ 5 .^ 48
Class B Return After Taxes on Distributions    –^ 1 .^ 32   3.^ 77   ^ 2 .^ 52
Class B Return After Taxes on Distributions and the Sale of Class B Shares    ^0.^ 60   3.^ 90   ^ 2 .^ 81
Class C Return Before Taxes    ^ 4 .^ 97   6.^ 77   ^ 5 .^ 45
Lehman Brothers Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)    ^ 4 .^ 33   5.^ 06   6.^ 24
Composite of Lipper Fund Classification Averages (reflects no deduction for taxes)    ^ 6 .^ 67   ^ 8 .^ 25   ^ 5 .^ 97

These returns reflect the maximum sales charge for Class A (4.75%) and any applicable contingent deferred sales charge (“CDSC”) for Class B and Class C. The Class A performance shown above for the period prior to January 23, 1998 is the performance of Class B shares, adjusted for the sales charge that applies to Class A shares (but not adjusted for any other differences in the expenses of the class).

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class B shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

The Lehman Brothers Aggregate Bond Index is an unmanaged, broad-based index containing only ^ investment- grade fixed-income securities traded in the United States. Securities are included in this Index without regard to their duration; however, the duration of the Fund’s portfolio was restricted to a maximum effective dollar weighted average maturity of not more than three years until March 1, 1997. The Composite of Lipper Fund Classification Averages reflects the average of the total returns of mutual funds included in the same fund classification as this Fund. The fund classifications are established by Lipper Inc., an organization that compiles mutual fund performance. Funds within a classification have similar investment policies. The Composite is provided because the Fund changed its policies on March 1, 1997 to eliminate the requirement that the Fund invest in a portfolio with an effective dollar weighted average maturity of not more than three years. In connection with this policy change, the Fund’s Lipper Classification also changed. The Composite is based on the average total returns of funds in the Lipper Short World Multi-Market Income Funds Classification from January 1, 1996 until March 1, 1997 (when the Fund’s duration policy changed) and is based on the average total returns of funds in the Lipper Multi-Sector Income Funds Classification thereafter. Investors cannot invest directly in an ^ Index or Lipper Classification. (Source: Lipper Inc.)

4


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)    4.75%    None    None 
Maximum Deferred Sales Charge (Load) (as a percentage of the             
lower of net asset value at time of purchase or 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 and Portfolio assets)    Class A    Class B    Class C 

Management Fees    ^None     ^None     ^None  
 
Distribution and Service (12b-1) Fees    ^0.25%     1.00%    1.00% 
Other Expenses    ^0.11%     ^0.11%     ^0.11%  
Acquired Fund Fees and Expenses*     0.63%     0.63%     0.63%  
Total Annual Fund Operating Expenses    ^0.99%     ^1.74%     ^1.74%  

*Reflects the Fund’s allocable share of the advisory fee and other expenses of the Portfolios in which it invests. Of this amount, advisory fees were 0.57%.

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    ^$571     ^$775     ^$ 996     ^$1,630  
   Class B shares*    ^$677     ^$948     ^$1,144     ^$1,853  
   Class C shares    ^$277     ^$548     ^$ 944     ^$2,052  
You would pay the following expenses if you did not redeem your shares:             
     1 Year     3 Years    5 Years    10 Years 

   Class A shares      ^$571         ^$775       ^$996     ^$1,630  
   Class B shares*      ^$177         ^$548       ^$944     ^$1,853  
   Class C shares      ^$177         ^$548       ^$944     ^$2,052  
*Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years.       

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Investment Objective & Principal Policies and Risks

The Fund’s investment objective is to provide a high level of income and total ^ return . ^ The Fund’s objective may be changed by the Trustees without shareholder approval. There is no present intention to make any such change and shareholders will receive 60 days prior notice of any material change in the Fund’s investment objective. As described in more detail below, the Fund currently seeks its objective by investing in one or more investment companies (each a “Portfolio”) managed by Boston Management and ^ Research ("BMR") . ^ The Fund will invest primarily (over 50% of net assets) in Global Macro Portfolio (formerly Strategic Income Portfolio ). The Fund may invest up to 49.9% of net assets , ^ in the ^ aggregate, in one or more of the ^ other Portfolios .

The portfolio manager of Global Macro Portfolio, taking market and other factors into consideration, determines the exact percentage of the Fund’s assets that will be invested from time to time in each Portfolio. Because the advisory fees paid by the Portfolios differ, there is the potential for a conflict of interest with the investment adviser, in that assets could be allocated to a Portfolio for the reason that it has a higher fee. However, in making allocation determinations, the portfolio manager is expressly forbidden from considering the fee structures of the Portfolios, and must make determinations only on the basis of the best interests of the Fund and its shareholders. The cost for investment services of making allocation determinations is included in the advisory fee charged by Global Macro Portfolio, and there is no additional fee charged to the Fund for such services.

The Portfolios

Set forth below is a description of each Portfolio’s investment objective(s) and principal investment policies. Additional information about these policies, including risk information, appears under “Additional Policies and Risks” below.

Global Macro Portfolio. The Portfolio’s primary investment objective is to provide a high level of income and total return by investing in a global portfolio consisting primarily of high grade debt securities. The investment adviser adjusts ^ the Portfolio’s investments (buys and sells securities) and engages in active management techniques in an effort to take advantage of differences in securities, countries, currencies and credits based on its perception of various factors, including the most favorable markets, interest rates and issuers, the relative yield and appreciation potential of a particular country’s securities, and the relationship of a country’s currency to the U.S. dollar. Investment strategy may change frequently. ^ The Portfolio will normally invest in securities of issuers located in at least three different countries (which may include the United States), and will not normally invest more than 25% of its assets in securities of issuers located in a single foreign country or denominated in any single foreign currency, except the U.S. dollar and the euro. This strategy requires the investment adviser to identify countries and currencies where ^ the Portfolio’s investments will out-perform comparable investments in other countries and currencies and in many cases to predict changes in economies, markets, political conditions, and other factors. The success of this strategy will, of course, involve the risk that the investment adviser’s predictions may be untimely or incorrect . The Portfolio may invest up to 25% of assets in any one industry, which may expose the Portfolio to unique risks of that industry. The Portfolio’s investments may have significant exposure to certain sectors of the economy and thus may react differently to political or economic developments than the market as a whole .

^ Global Macro Portfolio will invest primarily (over 50% of net assets) in high grade debt securities. “High grade” debt securities include securities issued or guaranteed as to principal or interest by the U.S. Government or any of its agencies or instrumentalities and debt securities of foreign governmental and private issuers rated at least A by Standard & Poor’s Ratings Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). High grade debt securities may also include commercial paper or other short-term debt instruments rated in one of the two highest short-term rating categories by any of those rating services, (or by Fitch Ratings). An unrated security will be considered to be a high grade debt security if the investment adviser determines that it is of comparable quality . High Grade debt securities include any fund which invests in money market instruments including, but not limited to, those previously mentioned . This includes cash balances invested in Cash Management Portfolio, an affiliated money market fund.

Global Macro Portfolio may invest in MBS that are either issued by the U.S. Government (or one of its agencies or instrumentalities) or privately issued but collateralized by mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, or its agencies or instrumentalities.

Boston Income Portfolio. The Portfolio’s primary investment objective is to provide as much current income as possible. To do so, the Portfolio invests primarily in high yield, high risk corporate bonds rated lower than investment grade, including securities in the lowest category (rated C by Moody’s or D by S&P) or unrated securities of comparable quality. The Portfolio also seeks reasonable preservation of capital, to the extent attainable from such investments, and growth of income and capital as secondary objectives. The Portfolio invests a substantial portion of its assets in bonds issued in connection with mergers, acquisitions and other highly leveraged transactions. The Portfolio may invest in a wide variety

6


of income producing debt securities (including Senior and Junior Loans described below) as well as preferred stocks that pay dividends. Some debt securities and preferred stocks acquired by the Portfolio do not pay current income or do not make regular interest payments, while others pay interest in the form of additional debt securities (“PIK Bonds”). The Portfolio may invest up to 25% of its assets in any one industry, which may expose the Portfolio to the unique risks of that industry, and up to 25% of its total assets in foreign securities. The Portfolio may purchase derivative instruments, which derive their value from another instrument, security or index. The Portfolio’s investments are actively managed, and may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. The portfolio managers attempt to improve yield and preserve and enhance principal value through timely trading. The portfolio managers also consider the relative value of securities in the marketplace in making investment decisions.

Floating Rate Portfolio. The Portfolio’s investment objective is to provide a high level of current income. The Portfolio normally invests primarily in interests in Senior Loans. Foreign Senior Loans must be U.S. dollar denominated or denominated in euros, British pounds, Swiss francs, or Canadian dollars (each such foreign currency, an “Authorized Foreign Currency”). The Portfolio may also invest in Junior Loans (described below), other floating rate debt securities such as notes, bonds and asset-backed securities (such as special purpose trusts investing in bank loans), investment grade fixed income debt obligations and money market instruments, such as commercial paper. Money market holdings with a remaining maturity of less than 60 days will be deemed floating rate assets. The Portfolio’s investments are actively managed, and may be bought or sold on a daily basis (although loans are generally held until repaid). The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. Preservation of capital is considered when consistent with the Portfolio’s objective. The Portfolio may purchase derivative instruments, such as futures contracts and options thereon, interest rate and credit default swaps, credit linked notes and foreign currency exchange contracts and other currency hedging strategies.

High Income Portfolio. The Portfolio’s investment objective is to provide a high level of current income. The Portfolio normally invests primarily in bonds rated in the lowest investment grade category or below ( i.e. , bonds rated Baa and below by Moody’s or BBB and below by S&P), and in comparable unrated bonds. Bonds rated BBB and Baa have speculative characteristics, while lower rated bonds are predominantly speculative. The Portfolio invests at least 80% of its net assets in fixed-income securities, including preferred stocks, Senior and Junior Loans (described below) and convertible securities. The Portfolio may invest in zero coupon bonds, deferred interest bonds and PIK Bonds. The Portfolio’s investments are actively managed, and may be bought or sold on a daily basis. The investment adviser’s staff monitors the credit quality of Portfolio holdings, as well as other investments that are available. The portfolio managers attempt to improve yield through timely trading. The portfolio managers also consider the relative value of securities in the marketplace in making investment decisions and attempt to preserve capital and enhance return when consistent with the Portfolio’s objective.

Investment Grade Income Portfolio. The Portfolio’s investment objective is to seek current income and total return. The Portfolio primarily invests in preferred stocks, corporate bonds, U.S. Government securities, money market instruments, MBS (including collateralized mortgage obligations) and asset-backed securities (including collateralized debt obligations). Under normal circumstances, the Portfolio will invest at least 80% of its net assets in investment grade securities and unrated securities determined by its investment adviser to be of comparable quality. The Portfolio will limit investments in securities rated below investment grade to not more than 5% of the Portfolio’s total assets. The Portfolio may purchase or sell credit derivatives, which are instruments that derive their value from the credit risk of a particular entity or entities and are rated investment grade by S&P or Moody’s.

Investment Portfolio. The Portfolio’s investment objective is to seek total return. The Portfolio invests in a broad range of fixed income securities, including MBS issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities, U.S. Government obligations (including Treasury bills and notes, and obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities), corporate bonds, preferred stocks, asset-backed securities and/or money market instruments. The Portfolio may invest in any fund that invests in money market instruments including, but not limited to, those previously mentioned. The Portfolio normally invests at least 90% of its net assets in investment grade securities. Investment grade securities include daily cash balances invested in Cash Management Portfolio, an affiliated money market fund. The Portfolio may invest up to 25% of its total assets in foreign securities. The Portfolio may engage in active management techniques, securities lending and borrowing.

Additional Policies and Risks

^ Mortgage-Backed Securities. Global Macro Portfolio, Investment Grade Income Portfolio and Investment Portfolio may invest in ^MBS^. ^ MBS represent participation interests in pools of adjustable and fixed-rate mortgage loans. Adjustable rate mortgages are mortgages whose interest rates are periodically reset when market rates change. Unlike conventional debt obligations, MBS provide monthly payments derived from the monthly interest and principal payments (including any

7


prepayments) made by the individual borrowers on the pooled mortgage loans. When investing in MBS, ^ Global Macro Portfolio and Investment Portfolio currently focus on MBS that include loans that have had a history of refinancing opportunities (so called “seasoned MBS”). Seasoned MBS tend to have a higher collateral to debt ratio than other MBS because a greater percentage of the underlying debt has been repaid and the collateral property may have appreciated in value. The investment adviser may discontinue the practice of focusing on seasoned MBS at any time. The investment adviser expects that under current market conditions many of the MBS held by the ^ Portfolios will be premium bonds acquired at prices that exceed their par or principal value.

The mortgage loans underlying MBS are generally subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment , although Global Macro Portfolio and Investment Portfolio’s investment in seasoned MBS can mitigate this risk . Under certain interest and prepayment rate scenarios, ^ the Portfolio may fail to recover the full amount of its investment in MBS, notwithstanding any direct or indirect governmental or agency guarantee. Because faster than expected prepayments must usually be invested in lower yielding securities, MBS are less effective than conventional bonds in “locking in” a specified interest rate. For premium bonds (bonds acquired at prices that exceed their par or principal value) purchased by ^ a Portfolio, prepayment risk may be enhanced. Additionally, the value of Fund shares may be adversely affected by fluctuations in interest rates underlying the MBS held by ^ a Portfolio. In a rising interest rate environment, a declining prepayment rate will extend the average life of many MBS. This possibility is often referred to as extension risk. Extending the average life of a mortgage-backed security increases the risk of depreciation due to future increases in market interest rates. MBS that are purchased at a premium generate current income that exceeds market rates for comparable investments, but tend to decrease in value as they mature, which may cause a resulting decrease in the ^ Fund ’s net asset value.

^ Global Macro Portfolio, Investment Grade Income Portfolio and Investment Portfolio may also invest in classes of collateralized mortgage obligations (“CMOs”), including fixed- or ^ floating- rate ^ tranches , and various other MBS. In choosing among CMO classes, the investment adviser will evaluate the total income potential of each class and other factors. CMOs are subject to the same types of risks affecting MBS as described above.

Asset-Backed Securities. Asset-backed securities represent interests in a pool of assets, such as home equity loans, automobile receivables or credit card receivables. Unscheduled prepayments of asset-backed securities may result in a loss of income if the proceeds are invested in lower-yielding securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements (if any) may be inadequate in the event of default.

^ U.S. Government Securities. Global Macro Portfolio, Investment Grade Income Portfolio and Investment Portfolio may invest in U.S. Government securities^ . U.S. Government securities include U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance, and obligations issued or guaranteed by U.S. Government agencies or instrumentalities (“agency obligations”). Agency obligations may be guaranteed by the U.S. Government or they may be backed by the right of the issuer to borrow from the U.S. Treasury, the ^ discretionary authority of the U.S. Government to purchase the obligations, or the credit of the agency or instrumentality. While U.S. Government agencies may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury. The Portfolios may also invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities . As a result of their high credit quality and market liquidity, U.S. Government securities generally provide a lower current return than obligations of other issuers .

^

Foreign Investments. Global Macro Portfolio will normally invest in securities of issuers located in at least three different countries (which may include the United States), and will not normally invest more than 25% of its assets in securities of issuers located in a single foreign country or denominated in any single foreign currency, except the U.S. dollar and the euro. Boston Income Portfolio, Floating Rate Portfolio, High Income Portfolio, Investment Grade Income Portfolio and Investment Portfolio may each invest up to 25% of its total assets in foreign investments. Foreign Senior Loans will be U.S. dollar denominated or denominated in euros, British pounds, Swiss francs, or Canadian dollars (each such foreign currency, an “Authorized Foreign Currency”). Foreign investments held by Boston Income Portfolio and High Income Portfolio will be predominantly U.S. dollar denominated. With respect to any investments in foreign Senior Loans denominated in an Authorized Foreign Currency, Floating Rate Portfolio’s investment adviser intends to hedge against foreign currency fluctuations for such Senior Loans principally through the use of currency exchange contracts as well as other appropriate permitted hedging strategies; however there is no certainty that such strategies will be successful. Boston Income Portfolio and High Income Portfolio intend to use similar strategies. Investment Portfolio may invest without limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks.

8


Foreign investments held in Global Macro Portfolio are typically in emerging market countries, while the other Portfolios’ foreign investments are expected to be primarily (solely in the case of Investment Grade Income Portfolio) in developed countries. The value of foreign investments is affected by changes in 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. Investment Grade Income Portfolio may invest in dollar denominated securities of foreign companies that trade on U.S. exchanges or in the over-the-counter market (including depository receipts which evidence ownership in the underlying foreign stocks). Such investments are not subject to Investment Grade Income Portfolio’s 25% limitation on investing in foreign securities.

The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency 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 United States 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 derivative currency transactions. Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Global Macro Portfolio typically uses such contracts to enhance returns or as a substitute for purchasing or selling securities. When these contracts settle on the basis of cash profit and loss, rather than actual delivery of the named currencies, they are called "non-deliverable forwards" or "NDFs". Such contracts may also be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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. Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. There is also a risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

Active Management Techniques. Each Portfolio may purchase or sell derivative instruments (which derive their value from another instrument, security or index) to enhance return, to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to change the duration of obligations held by the Portfolio, to manage certain investment risks and/or as a substitute for the purchase or sale of securities or currencies. Transactions in derivative instruments may be in the United States or abroad and may include the purchase or sale of futures contracts on securities, indices or other financial instruments or currencies; options on futures contracts; exchange-traded and over-the-counter options on securities, indices, currencies or short sales; derivatives based on various measures of the rate of mortgage prepayments (“prepayment derivatives”). Each Portfolio may enter into interest rate swaps and total return swaps. Each Portfolio (except Investment Portfolio) may enter into credit default swaps, and forward rate contracts and purchase credit linked notes as well as instruments that have a greater or lesser credit risk than the security underlying that instrument. Except for Global Macro Portfolio, each Portfolio may use interest rate swaps for risk management purposes and not as a speculative investment, and these other Portfolios would typically use interest rate swaps to shorten the average interest rate reset time of their holdings. Global Macro Portfolio may use interest rate swaps to enhance returns. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest, e.g. , an exchange of fixed rate payments for floating rate payments. Credit default swaps enable a Portfolio to buy or sell credit protection on an individual issuer or basket of issuers. Credit linked notes and credit default swaps involve certain risks, including the risk that the counterpary may be unable to fulfill the transaction or that the Portfolio may be required to purchase securities to meet delivery obligations. The Portfolio may have difficulty, be unable or may incur additional costs to acquire such securities. Global Macro Portfolio may also engage in forward foreign currency exchange contracts, currency swaps and the purchase or sale of warrants. Global Macro Portfolio and Investment Portfolio may invest up to 5% of its total assets in prepayment derivatives for non-hedging purposes.

The use of derivatives is highly specialized and engaging in derivative transactions for purposes other than hedging is speculative. Transactions in derivative instruments involve unique risks such as losses due to unanticipated adverse changes in prices, interest rates, index values or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other

9


than purchased options) may substantially exceed the initial investment therein and may unfavorably impact investment performance. In addition, a Portfolio may lose the entire premium paid for purchased options that expire before they can be profitably exercised. A Portfolio incurs transaction costs in opening and closing positions in derivative instruments. There can be no assurance that the use of the foregoing techniques will be advantageous.

The Portfolios may at times engage in short sales of securities. No more than 25% of the Portfolio’s assets will be subject to short sales at any one time. Global Macro Portfolio and Investment Portfolio at times may enter into mortgage dollar rolls in which the Portfolio sells MBS for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Portfolio foregoes principal and interest paid on the MBS. There can be no assurance that the use of the foregoing techniques will be advantageous.

Global Macro Portfolio and Investment Portfolio may purchase securities on a "forward commitment" or "when-issued" basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails to consummate the transaction the counterpart may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment or when-issued transactions may be expected to occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction. Forward commitment or when-issued transactions are not entered into for the purpose of investment leverage.

Global Macro Portfolio and Investment Portfolio may each enter into forward commitments to purchase generic U.S. government agency MBS ("Generic MBS"), with the total amount of such outstanding commitments not to exceed 10% of each portfolio’s total net assets. The Portfolios may each enter into forward commitments to sell Generic MBS, with the total amount of such outstanding commitments not to exceed 50% of each portfolio’s MBS holdings.

Lower Rated Securities. Boston Income Portfolio and High Income Portfolio normally invest primarily in bonds rated in the lowest investment grade category or below ( i.e. , bonds rated Baa3 and below by Moody’s or BBB- and below by S&P, and in comparable unrated bonds) (so called “junk bonds”). Investment Portfolio may invest 10% of its net assets in bonds rated in the lowest grade category or below. Global Macro Portfolio invests over 50% of its net assets in high grade debt securities, and may invest the remainder of its assets in lower-rated securities, including those rated below BBB or Baa and comparable unrated securities. Bonds rated BBB and Baa have speculative characteristics, while lower rated bonds are predominantly speculative. The Portfolios may hold securities that are unrated or in the lowest rating categories (rated C by Moody’s or D by S&P). Bonds rated C by Moody’s are regarded as having extremely poor prospects of ever attaining any real investment standing. Bonds rated D by S&P are in payment default or a bankruptcy petition has been filed and debt service payments are jeopardized. In order to enforce its rights with defaulted securities or in other situations, the Portfolios may be required to retain legal counsel and/or a financial adviser. This may increase the Portfolios’ operating expenses and adversely affect net asset value. In the event the rating of a security held by Global Macro Portfolio is downgraded, causing the Fund to have indirectly 50% or more of its total assets in securities rated below investment grade, the investment adviser will not be compelled to dispose of such security or other asset.

The credit quality of lower rated securities reflects a greater possibility that adverse changes in the financial condition of an issuer, or in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the value of such securities more volatile and could limit the ability to sell securities at favorable prices. In the absence of a liquid trading market for securities held by it, it may be difficult to determine the fair market value of such securities.

^ Floating Rate Portfolio and High Income Portfolio may invest a ^portion of ^ their assets ^in lower-rated securities issued in connection with mergers, acquisitions, leveraged buy-outs, recapitalizations and other highly leveraged transactions, which pose a higher risk of default or bankruptcy of the issuer than other fixed-income securities particularly during periods of deteriorating economic conditions and contraction in the credit markets. ^ Floating Rate and High Income Portfolio may also invest in debt securities not paying current income in anticipation of possible future income or capital appreciation, which may be rated in the C or D rating categories. The issuer of such securities may be in bankruptcy or undergoing a debt restructuring or reorganization. Defaulted securities may be retained. ^

^

10


Although the investment adviser of Global Macro Portfolio, Boston Income Portfolio and High Income Portfolio considers security ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services. In evaluating the quality of a particular security, whether rated or unrated, the investment adviser will normally take into consideration, among other things, the issuer’s financial resources and operating history, its sensitivity to economic conditions and trends, the ability of its management, its debt maturity schedules and borrowing requirements, and relative values based on anticipated cash flow, interest and asset coverage, and earnings prospects. Because of the greater number of investment considerations involved in investing in high yield, high risk bonds, the achievement of the investment objective(s) of Global Macro Portfolio, Boston Income Portfolio and High Income Portfolio depends more on the investment adviser’s judgment and analytical abilities than would be the case if a Portfolio invested primarily in securities in the higher rating categories. While the investment adviser will attempt to reduce the risks of investing in lower rated or unrated securities through active portfolio management, diversification, credit analysis and attention to current developments and trends in the economy and the financial markets, there can be no assurance that a broadly diversified portfolio of such securities would substantially lessen the risks of defaults brought about by an economic downturn or recession. Moreover, each of Global Macro Portfolio, Boston Income Portfolio and High Income Portfolio may invest up to 25% of its assets in any one industry, which may expose it to unique risks of that industry. Each Portfolio’s investments also may have significant exposure to certain sectors of the economy and thus may react differently to political or economic developments than the market as a whole.

Senior Loans. Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may invest in interests in Senior Loans. Senior Loans hold a senior position in the capital structure of a business entity (the “Borrower”), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debtholders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends and, to a lesser extent, to finance internal growth and for other corporate purposes. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate (“LIBOR”), and secondarily the prime rate offered by one or more major U.S. banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders. The Senior Loans held by the Portfolios will have a dollar-weighted average period until the next interest rate adjustment of approximately 90 days or less. In the experience of the investment adviser over the last decade, the average life of Senior Loans has been two to four years because of prepayments.

Senior Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income, a reduction in the value of the investment and a potential decrease in the Fund’s net asset value. There can be no assurance that the liquidation of any collateral securing a loan would satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. In the event of bankruptcy of a Borrower, a Portfolio could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan. To the extent that a Senior Loan is collateralized by stock in the Borrower or its subsidiaries, such stock may lose all or substantially all of its value in the event of bankruptcy of a Borrower. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Senior Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded to the Borrower. If interest were required to be refunded, it could negatively affect the Fund’s performance. No active trading market may exist for certain loans and some loans may be subject to restrictions on resale. A secondary market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a material decline in the Fund’s net asset value. During periods of limited supply of Senior Loans, the Fund’s yield may be lower.

Many loans in which a Portfolio invests may not be rated by a rating agency, will not be registered with the Securities and Exchange Commission or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to Senior Loans may be less extensive than that available for registered or exchange listed securities. In evaluating the creditworthiness of Borrowers, the investment adviser will consider, and may rely in part, on analyses performed by others. Borrowers may have outstanding debt obligations that are rated below investment grade by a rating agency. Most Senior Loans held by a Portfolio have been assigned ratings below investment grade by independent rating agencies. In the event Senior Loans are not rated, they are likely to be the equivalent of below investment grade quality. Because of the protective features of Senior Loans, the investment adviser believes that Senior Loans tend to have more favorable loss recovery rates as compared to more junior types of below investment grade debt obligations. The investment adviser does not view ratings as the primary factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings.

11


Interest Rate Considerations. When interest rates decline, the value of a portfolio invested in non-callable fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of such a portfolio can be expected to decline. The value of a portfolio that primarily invests in floating rate Senior Loans generally can be expected to fluctuate minimally as a result of changes in market interest rates. However, because floating rates on Senior Loans only reset periodically, changes in prevailing interest rates can be expected to cause some fluctuation in net asset values. Similarly, a sudden and significant increase in market interest rates may cause a decline in values. Other economic factors (such as a large downward movement in stock prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can also adversely impact the markets for Senior Loans and debt obligations. Rating downgrades of holdings or their issuers will generally reduce the value of such holdings. Changes in the values of a Portfolio’s holdings likely will cause fluctuation in the net asset value of its corresponding Fund(s). The magnitude of interest rate fluctuations will generally be greater at times when a Portfolio’s average maturity is longer.

^ Junior Loans . Boston Income Portfolio^, ^ High Income Portfolio ^and ^ Floating Rate Portfolio may invest in ^ secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (^ Junior Loans^ ). ^Junior Loans are subject to ^the same general risks inherent ^ to any ^ loan investment, including credit risk, market and liquidity risk and interest rate ^ risk (see “Senior Loans” above) . Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower^ .

^

PIK Bonds. PIK Bonds, including zero coupon bonds, deferred interest bonds and bonds or preferred stocks on which the interest is payable in-kind, are debt obligations which are issued at a significant discount from face value. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. PIK securities provide that the issuer thereof may, at its option, pay interest in cash or in the form of additional securities. Such investments may experience greater volatility in market value due to changes in interest rates. A Portfolio accrues income on these investments and is required to distribute its income each year. A Portfolio may be required to sell securities to obtain cash needed for income distributions. Securities purchased on a when-issued or forward commitment basis are subject to the risk that when delivered they will be worth less than the agreed upon payment price. Bonds that make "in-kind" interest payments, as well as bonds that do not pay income currently or do not make regular interest payments may experience greater volatility in response to interest rate changes.

Securities Lending. Each Portfolio may seek to increase income by lending portfolio securities to broker-dealers or other institutional borrowers. Up to one-third of the value of a Portfolio’s total assets may be subject to securities lending. During the existence of a loan, each Portfolio will continue to receive the equivalent of the interest paid by the issuer on the securities loaned, or all or a portion of the interest on investment of the collateral, if any. Each Portfolio may pay lending fees to such 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. Loans only will be made to firms that have been approved by the investment adviser and the investment adviser or the securities lending agent will monitor the financial condition of such firms. Securities loans only will be made when the investment adviser believes that the expected returns, net of expenses, justifies the attendant risks. In the case of each Portfolio, except Global Macro Portfolio and Investment Portfolio, collateral received in exchange for securities loans is expected to be invested in an affiliated money market fund. Global Macro Portfolio and Investment Portfolio may engage in securities lending for total return as well as for income, and expect to invest the collateral received from loans in securities in which either Portfolio may invest. Upon return of the loaned securities, each Portfolio would be required to return the related collateral to the borrower and may be required to liquidate portfolio securities in order to do so. To the extent that the portfolio securities acquired with such collateral by Global Macro Portfolio and Investment Portfolio have decreased in value, it may result in each portfolio realizing a loss at a time when it would not otherwise do so. This risk is substantially the same as that incurred through investment leverage. Each Portfolio also may incur losses if the returns on securities that it acquires with cash collateral are less than the applicable rebate rates paid to borrowers and related administrative costs.

Borrowing. Investment Portfolio may borrow from banks to increase investments (“leveraging”). Such borrowings will be unsecured. The Portfolio may borrow an amount (when taken together with any borrowings for temporary purposes) equal to as much as 50% of the value of its net assets (not including such borrowings). Leveraging will exaggerate any increase or decrease in the net asset value of the securities held by the Portfolio and, in that respect, may be considered a speculative practice. In addition, the costs associated with borrowing may exceed the return on investments acquired with borrowed funds.

^ Global Macro Portfolio, Boston Income Portfolio, Floating Rate Portfolio, High Income Portfolio and Investment Grade Income Portfolio may borrow amounts up to one-third of the value of ^ each Portfolio’s total assets (including borrowings), but will not borrow more than 5% of the value of ^total assets except to satisfy redemption requests or for other temporary

12


purposes. Such borrowings would result in increased expense to the Fund and, while they are outstanding, would magnify increases or decreases in the value of Fund shares. ^ These Portfolios ^ may not purchase additional investment securities while outstanding borrowings exceed 5% of the value of ^ their total assets^.

^ Illiquid Securities. Each 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 . 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 Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. Following purchases of fund shares, ReFlow then generally redeems those shares when the fund experiences net sales, at the end of a maximum holding period prescribed by ReFlow or at other times at ReFlow’s discretion. For use of the ReFlow service, a fund pays a fee to ReFlow each time it purchases fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction among participating mutual funds. The current minimum fee rate is 0.15% of the value of the fund shares purchased by ReFlow. Such fee is allocated among a fund’s share classes based on relative net assets. ReFlow’s purchases of fund shares through the liquidity program are made on an investment-blind basis without regard to the fund’s objective, policies or anticipated performance. ReFlow will purchase Class A shares at net asset value and will not be subject to any sales charge or investment minimum applicable to such shares. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a fund.

Temporary Investments. Each Portfolio may temporarily invest in cash and cash equivalents, which may be inconsistent with the Fund’s investment objective(s), pending the making of other investments or as a reserve to service redemptions and repurchases of shares. While temporarily invested or otherwise, each Portfolio may not achieve its investment objective(s). Each Portfolio might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While at times each Portfolio may use alternative investment strategies in an effort to limit losses, it may choose not to do so.

Portfolio Turnover. The annual portfolio turnover rate ^ of Boston Income Portfolio and High Income Portfolio may exceed 100%. A mutual fund with a high turnover rate (100% or more) may generate more capital gains and pay more commissions (which may reduce return) than a fund with a lower rate. Capital gains distributions (which reduce the after-tax returns of shareholders holding Fund shares in taxable accounts) will be made to shareholders if offsetting capital loss ^ carryforwards do not exist.

Management and Organization

Management. Each Portfolio’s investment adviser is ^BMR^, a subsidiary of Eaton Vance Management (“Eaton Vance”), with offices at The Eaton Vance Building, 255 State Street, Boston, MA 02109. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its subsidiaries currently manage over $130 billion on behalf of mutual funds, institutional clients and individuals.

The investment adviser manages the investments of each Portfolio. The Fund is allocated its share of the investment advisory fee paid by each Portfolio in which it invests. The portion of the Fund’s assets invested in portfolios other than ^ Global Macro Portfolio will not be subject to ^ Global Macro Portfolio’s investment advisory fee. The investment advisory fee paid by, and the portfolio manager of, each Portfolio is set forth below.

The Fund’s most recent shareholder report provides information regarding the basis for the Trustee’s approval of ^ each Portfolio’s investment advisory ^ agreement .

13


^ Global Macro Portfolio. Under its investment advisory agreement with ^ Global Macro Portfolio, BMR receives a monthly advisory fee equal to the aggregate of a daily asset based fee and a daily income based fee. The fees are applied on the basis of the following categories.

        Annual    Daily 
Category    Daily Net Assets    Asset Rate    Income Rate 

  up to $500 million    0.275%    2.75% 
  $500 million but less than $1 billion    0.250%    2.50% 
  $1 billion but less than $1.5 billion    0.225%    2.25% 
  $1.5 billion but less than $2 billion    0.200%    2.00% 
  $2 billion but less than $3 billion    0.175%    1.75% 
  $3 billion and over    0.150%    1.50% 

For the fiscal year ended ^ October 31, 2006 , ^ Global Macro Portfolio paid BMR advisory fees equivalent to 0.44% of ^ Global Macro Portfolio’s average daily net assets for such year. Mark Venezia is the portfolio manager of ^ Global Macro Portfolio (since it commenced operations). He has been an employee of Eaton Vance for more than ^ five years, and is a Vice President of Eaton Vance and BMR.

^

Boston Income Portfolio. Under Boston Income Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equivalent to 0.625% annually of the average daily net assets of the Portfolio throughout the month. Effective March 27, 2006, BMR has contractually agreed to reduce its advisory fee as follows: on assets of $2 billion but less than $5 billion, the advisory fee is 0.575% and on assets of $5 billion or more, the advisory fee is 0.555%. In addition, effective March 28, 2005, BMR has contractually agreed to reduce its advisory fee as follows: on assets of $1.5 billion but less than $2 billion, the advisory fee is 0.60% and on assets of $2 billion or more, the advisory fee is 0.575%. These contractual fee reductions cannot be terminated or decreased without the express consent of the Portfolio’s Board of Trustees and its shareholders and are intended to continue indefinitely. For the fiscal year ended October 31, 2006, the Portfolio paid BMR advisory fees equivalent to 0.622% of its average daily net assets.

Michael Weilheimer and Thomas Huggins co-manage the Portfolio. Mr. Weilheimer and Mr. Huggins have both served as co-portfolio managers of the Portfolio since it commenced operations (July, 2001) and of its predecessor in investment operations (Eaton Vance Income Fund of Boston) since 1996 and 2002, respectively. Messrs. Weilheimer and Huggins manage or co-manage other Eaton Vance portfolios, and are Vice Presidents of Eaton Vance and BMR for more than five years.

Floating Rate Portfolio. Under Floating Rate Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equivalent to 0.575% annually of the average daily net assets of the Portfolio up to $1 billion, which fee is reduced on assets of $1 billion and more as follows:

    Annual 
Average Daily Net Assets for the Month    Fee Rate 

$1 billion but less than $2 billion     0.525%  
$2 billion but less than $5 billion     0.500%  
$5 billion but less than $10 billion     0.480%  
$10 billion and over     0.460%  

Pursuant to an agreement effective as of March 27, 2006, if the Portfolio’s average daily net assets exceed $5 billion but are less than $10 billion, the fee remains at 0.480%; however, if average daily net assets exceed $10 billion, the fee is equivalent to 0.460%.

^ For its ^fiscal year ended ^ October 31, 2006 , Floating Rate Portfolio paid BMR advisory fees equivalent to ^0.^ 510 % of its average daily net assets. Scott H. Page and Payson F. ^ Swaffield are co-portfolio managers of ^Floating Rate Portfolio (since inception^ ), co-manage other Eaton Vance portfolios and are Vice Presidents of ^Eaton Vance ^ and BMR for more than five years .

14


High Income Portfolio. Under High Income Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to the aggregate of a daily asset based fee and a daily income based fee. The fees are applied on the basis of the following categories.

        Annual    Daily 
Category    Daily Net Assets    Asset Rate    Income Rate 

1     up to $500 million     0.300%     3.00%  
2     $500 million but less than $1 billion     0.275%     2.75%  
3     $1 billion but less than $1.5 billion     0.250%     2.50%  
4     $1.5 billion but less than $2 billion     0.225%     2.25%  
5     $2 billion but less than $3 billion     0.200%     2.00%  
  6     $3 billion and over     0.175%     1.75%  

For the fiscal year ended October 31, 2006, the Portfolio paid BMR advisory fees equivalent to 0.54% of the Portfolio’s average net assets for such year.

^Michael Weilheimer and Thomas Huggins co-manage High Income Portfolio. Mr. Weilheimer has managed ^ the Portfolio since January 1, 1996. ^Thomas Huggins has co-managed the ^Portfolio since January 1, 2000. ^ Additional information about Messrs . Weilheimer and Huggins ^ appears under "Boston Income Portfolio" .

Investment Grade Income Portfolio. Under its investment advisory agreement with Investment Grade Income Portfolio, BMR receives a monthly advisory fee equal to 0.625% annually of the Portfolio’s average daily net assets up to and including $130 million, and equal to 0.50% annually of the average daily net assets over $130 million. For the fiscal year ended December 31, ^ 2006 , Investment Grade Income Portfolio paid BMR advisory fees equal to 0.625% of its average daily net assets. Elizabeth S. Kenyon is the portfolio manager of Investment Grade Income Portfolio since November 1, 2001. She also manages other Eaton Vance portfolios. Ms. Kenyon has been a fixed-income analyst at Eaton Vance for more than ^ five years, and is a Vice President of Eaton Vance and BMR.

Investment Portfolio. Under Investment Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio. For its fiscal year ended October 31, 2006, Investment Portfolio paid BMR advisory fees equal to 0.50% of its average daily net assets. Susan Schiff is the portfolio manager of Investment Portfolio and has managed the Portfolio since it commenced operations. Ms. Schiff manages or co-manages other Eaton Vance portfolios and is a Vice President of Eaton Vance and BMR for more than five years.

The Statement of Additional Information provides additional information about ^ a portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of Fund shares.

Eaton Vance serves as the administrator of the Fund, providing the Fund with administrative services and related office facilities. Eaton Vance does not currently receive a fee for serving as administrator.

BMR administers the business affairs of the ^ Global Macro Portfolio and receives an administration fee of 0.15% of the Portfolio’s average daily net assets annually. For the fiscal year ended October 31, 2006, ^ the Portfolio paid BMR administration fees equal to 0.15% of ^ its average daily net assets. The portion of the Fund’s assets invested in Portfolios other than ^ Global Macro Portfolio will not be subject to ^ Global Macro Portfolio’s administration fee.

Eaton Vance also serves as the sub-transfer agent for the Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs in the performance of sub-transfer agency services. This fee is paid to Eaton Vance by the Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

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 (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval). As an investor in ^ a Portfolio, the Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, the Fund will hold a meeting of its shareholders to consider a Portfolio matter and then vote its interest in the Portfolio in proportion to the votes cast by its shareholders. The Fund can withdraw from a Portfolio at any time without shareholder approval.

15


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), which is derived from Portfolio holdings. 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).

The Trustees of each Portfolio have adopted procedures for valuing Portfolio investments and have delegated to the investment adviser the daily valuation of such investments. The investment adviser uses independent pricing services to value debt obligations, including most loans, at their market value. In determining market value, the pricing service for loans considers information obtained from broker-dealers and the pricing service for debt obligations considers various factors and market information relating to debt obligations. Most seasoned fixed-rate 30 year MBS are valued through the use of a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Certain other MBS, including, but not limited to, collateralized mortgage obligations and adjustable rate mortgage backed securities, are valued by independent pricing services. In certain situations, the investment adviser may use the fair value of a security if market prices are unavailable or deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before ^ a Portfolio values its assets that would materially affect net asset value. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign securities trade on days when Fund shares are not priced, ^ the value of securities held by the Fund can change on days when Fund shares cannot be redeemed. The investment adviser expects to use fair value pricing primarily when a security is not priced by a pricing service or the pricing service or pricing system price is deemed unreliable. The investment adviser may also fair value price foreign securities under the circumstances described above. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

Purchasing Shares

You may purchase shares through your investment dealer or by mailing an account application form to the transfer agent (see back cover for address). You may request an account application by calling 1-800-262-1122. Your initial investment must be at least $1,000.

After your initial investment, additional investments ^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 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, certain group purchase plans (including ^ tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers), the ReFlow liquidity program, and for persons affiliated with Eaton Vance and certain Fund service ^ providers (as described in the Statement of Additional Information) .

Purchase orders will be executed at the net asset value next determined after their receipt by the Fund. The Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. 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.

Restrictions on Excessive Trading and Market Timing. The Fund is not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the

16


fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including certain high yield bonds owned by the Portfolios) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). In addition, because each Portfolio may invest more than 25% of its assets in foreign securities, it may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see “Valuing Shares”). The use of fair value pricing and the restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Fund.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than two round-trip exchanges (exchanging from one fund to another fund and back again) within 12 months, it will be deemed to constitute market timing or excessive trading. Under the policies, the Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. The Fund and its principal underwriter cannot ensure that they will be able to identify all cases of market timing and excessive trading, although they believe they have adequate procedures in place to attempt to do so. The Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in the Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing^ . Investments in the Fund by ReFlow in connection with the ReFlow liquidity program (which is described under "Investment Objective & Principal Policies and Risks" above) are not subject to the two round trip limitation.

The Fund and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to the Fund. The Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to the Fund. Such policy may be more or less restrictive than the Fund’s policy. The Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Fund or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class. The Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:

Each investor’s considerations are different. You should speak with your investment dealer to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Fund.

Class A shares are offered at net asset value plus a front-end sales charge of up to 4.75% . This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $25,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also

17


described below. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets. Returns on Class A shares are generally higher than returns on the Fund’s other classes of shares because Class A has lower annual expenses than those classes.

Class B shares are offered at net asset value with no front-end sales charge. If you sell your Class B shares within six years of purchase, you generally will be subject to a contingent deferred sales charge or “CDSC”. The amount of the CDSC applicable to a redemption of Class B shares decreases over six years, as described in the CDSC schedule in “Contingent Deferred Sales Charge” under “Sales Charges” below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See “CDSC Waivers” under “Sales Charges” below. Class B shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class B shares are generally lower than returns on Class A shares because Class B has higher annual expenses than Class A. Class B shares automatically convert to Class A shares eight years after their purchase. Because the sales charge applicable to Class A shares is reduced for larger purchases and Class A has lower operating expenses, purchasing Class B shares may not be appropriate if you are investing a large amount.

Orders for Class B shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $100,000 or more. Investors considering cumulative purchases of $100,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $100,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within ^ 12 months of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class C shares are generally lower than returns on Class A shares because Class C has higher annual expenses than Class A.

Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Payments to Investment Dealers. In connection with sales of Fund shares, an investment dealer may receive sales charges and Fund distribution and service fees as described below. Sales charges, distribution fees and service fees paid to investment dealers vary by share class. In addition, the principal underwriter, out of its own resources, may make cash payments to certain investment dealers who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in ^specialized selling programs. Payments made by the principal underwriter to an investment dealer may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that investment dealer. Investment dealers also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to investment dealers to the extent permitted by applicable laws and regulations.

Certain investment dealers that maintain “street name” or omnibus accounts provide sub-accounting, recordkeeping and/ or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

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Sales Charges

Class A 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:^

^              
    Sales Charge*    Sales Charge*    Dealer Commission 
    as Percentage of    as Percentage of Net    as a Percentage of 
Amount of Purchase    Offering Price    Amount Invested    Offering Price 

Less than $25,000    4.75%    4.99%    4.50% 
$25,000 but less than $100,000    4.50%    4.71%    4.25% 
$100,000 but less than $250,000    3.75%    3.90%    3.50% 
$250,000 but less than $500,000    3.00%    3.09%    2.75% 
$500,000 but less than $1,000,000    2.00%    2.04%    2.00% 
$1,000,000 or more    0.00**    0.00**    ^ 1.00%  

*Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.

**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 redemptions within ^ 18 months of purchase.

The principal underwriter may ^pay commissions of up to 1.00% on sales of Class A shares made at net asset value to certain tax-deferred retirement plans.

Reducing or Eliminating Class A 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. To receive a reduced sales charge, you must inform your investment dealer or the Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your investment dealer or the Fund know you are eligible for a reduced sales charge, you may not receive the discount to which you are otherwise entitled.

Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in the Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total of $25,000 or more. Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of the Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by you may be included for this purpose. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in trust or fiduciary accounts (including retirement accounts) or omnibus or “street name” accounts . In addition, shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan may be combined for purposes of the right of accumulation for the plan and its participants . You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

Under a statement of intention, purchases of $25,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. 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. A statement of intention does not obligate you to purchase (or the Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, ^ corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans . Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; ^ to certain fund service providers as described in the Statement of Additional Information; and in connection with the ReFlow liquidity program. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details^.

19


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 ^ 18 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     

^ CDSCs are 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. 
       
First or Second    5%   
Third    4%   
Fourth    3%   
Fifth    2%   
Sixth    1%     
Seventh or following    0%     

The sales commission payable to investment dealers in connection with sales of Class B and Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. 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-deferred retirement accounts. The ^CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

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

Distribution and Service Fees. Class A, 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”^ ) and service fees for personal and/or shareholder account services . Class B and Class C shares pay distribution fees to the principal underwriter 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. The principal underwriter compensates investment dealers on sales of Class B and Class C shares (except exchange transactions and reinvestments) in an amount equal to 4% and 1%, respectively, of the purchase price of the shares. After the first year, investment dealers also receive 0.75% of the value of Class C shares in annual distribution fees. Class B and Class C also pay service fees to the principal underwriter ^equal to 0.25 % of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25 % of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees and the Class B and Class C service fees for one year and thereafter investment dealers generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the National Association of Securities Dealers, Inc.

More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.

20


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 $100,000 per account (which may include shares of one or 
more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through 
Friday, 8:00 a.m. to 7:00 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. 
   
   
   
   
   
By Wire     If you have given complete written authorization in advance you may request that  
redemption proceeds be wired directly to your bank account. The bank designated  
may be any bank in the United States. The request may be made by calling 1-800-  
262-1122 or by sending a signature guaranteed letter of instruction to the transfer  
agent (see back cover for address). You may be required to pay the costs of such  
transaction; however, no costs are currently charged. The Fund may suspend or  
terminate the expedited payment procedure upon at least 30 days notice.  
   
   
   
   
   
   
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 either to 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^ .

While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.

Shareholder Account Features

Once you purchase shares, the transfer agent establishes ^ an account for you. ^

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 any class of 
    another Eaton Vance fund chosen by you, subject to the terms of that fund’s 
    prospectus. Before selecting this option, you must obtain a prospectus of the other 
    fund and consider its objectives, risks, and charges and expenses carefully. 

21


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

•Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, 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.

The Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. The Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information is filed with the SEC or posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. The Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

Withdrawal Plan. You may redeem shares on a regular monthly or quarterly basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. ^Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases.

Tax-Deferred Retirement Plans. Class A and Class C shares are available for purchase in connection with certain tax-deferred retirement plans. Call 1-800-262-1122 for information. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same class of another Eaton Vance fund, or, in the case of Class B and Class C shares, Eaton Vance Money Market Fund. Exchanges are made at net asset value. 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 of Fund shares.

Before exchanging, you should read the prospectus of the new fund carefully. If you wish to exchange shares, write to the transfer agent (see back cover for address) 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. As described under “Purchasing Shares”, the exchange privilege may be terminated for market timing accounts or for other reasons.

Reinvestment Privilege. 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 you redeem ^ from, 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, ^ your purchase will be ^at the next determined net asset value following receipt of your request.

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 ^recorded.

22


“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. ^ If you transfer ^shares in a “street name” account to an account with another investment dealer or to an account directly with ^ the Fund, you ^ should obtain historical information about your shares prior to the transfer. ^

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires the Fund to obtain, verify and record information that identifies each person who opens a Fund account. When you open an account, the transfer agent or your investment dealer will ask you for your name, address, date of birth and other identifying information. You also may be asked to produce a copy of your driver’s license and other identifying documents. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the investment dealer is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122, or write to the transfer agent (see back cover for address).

Tax Information

The Fund intends to pay dividends monthly and to distribute any net realized capital gains annually. Different classes will distribute different dividend amounts. Distributions of investment income and net gains from investments that a Portfolio held for one year or less will be taxable as ordinary income. Distributions of any net gains from investments held by a Portfolio for more than one year are taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long a Portfolio owned the investments that generated them, rather than how long a shareholder has owned his or her shares in the Fund. A majority of the Fund’s distributions may be taxed as ordinary income. The Fund’s distributions are taxable whether they are paid in cash or reinvested in additional shares. A portion of the Fund’s distributions may be eligible for the dividends-received deduction for corporations.

The Portfolios’ investments in foreign securities ^may be subject to foreign withholding ^ taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains) , which may decrease the Portfolios’ yield on those securities. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes paid by a Portfolio. In addition, the Portfolios’ investments in foreign ^ securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or amount of ^ the Fund’s distributions.

Investors who purchase shares at a time when the Fund’s net asset value reflects gains that are either unrealized or realized but not distributed will pay the full price for the shares and then may receive some portion of the purchase price back as a taxable distribution. Certain distributions paid in January will be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.

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

23


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 PricewaterhouseCoopers LLP, an independent registered public accounting firm. The ^ report of PricewaterhouseCoopers LLP and the Fund’s financial statements are incorporated herein by reference and included in the annual report, which is available on request.

^                                              
 
    Year Ended October 31,           

    2006 (1)       2005 (1)         2004 (1)      

    Class A    Class B    Class C    Class A    Class B    Class C (2)     Class A    Class B    Class C (2)  

Net asset value - Beginning of year    $ 7.900     $ 7.480     $ 7.480 (2)     $ 8.030    $ 7.600    $  7.610    $ 8.100    $ 7.660    $  7.670 









 
Income (loss) from operations                                         
Net investment income    $ 0.398     $ 0.320     $ 0.320     $ 0.294    $ 0.223    $  0.222    $ 0.286    $ 0.224    $  0.219 
Net realized and unrealized gain (loss)          0.161           0.153           0.153          0.166         0.159      0.150         0.273         0.254      0.260 









Total income from operations    $ 0.559     $ 0.473     $ 0.473     $ 0.460    $ 0.382    $  0.372    $ 0.559    $ 0.478    $  0.479 









 
Less distributions                                         
From net investment income    $ (0.563)     $ (0.477)     $ (0.477) (2)     $ (0.590)    $ (0.502)    $ (0.502)    $ (0.629)    $ (0.538)    $ (0.539) 
From paid-in capital                                                       —             —         —             —             —         — 
From tax return of capital         (0.006)         (0.006)         (0.006)              —             —         —             —             —         — 









Total distributions    $ (0.569)     $ (0.483)     $ (0.483)     $ (0.590   $ (0.502   $ (0.502   $ (0.629   $ (0.538   $ (0.539









Net asset value - End of year    $ 7.890     $ 7.470     $ 7.470     $ 7.900    $ 7.480    $  7.480    $ 8.030    $ 7.600    $  7.610 









Total Return (4)             7.30%             6.50%             6.50%            5.85%           5.12%       5.21% (5)            7.18%           6.47%       6.45% 
 
Ratios/Supplemental Data:                                         
Net assets, end of year (000’s omitted)    $414,882     $194,351     $225,985     $238,973    $196,766    $148,541    $162,022    $191,765    $103,355 
Ratios (as a percentage of average daily net assets):                                         
     Expenses before custodian fee reduction (6)             0.99%             1.74%             1.74%            1.02%           1.77%       1.77%           1.06%           1.81%       1.81% 
     Expenses after custodian fee reduction (6)             0.99%             1.74%             1.74%            1.02%           1.77%       1.77%           1.06%           1.81%       1.81% 
     Net investment income            5.04%             4.27%             4.29%            3.66%           2.94%       2.91%           3.57%           2.95%       2.89% 
 Portfolio Turnover of the Strategic Income Portfolio              41%               41%               41%              59%             59%         59%             55%             55%         55% 
 Portfolio Turnover of the High Income Portfolio              62%               62%               62%              62%             62%         62%             80%             80%         80% 
 Portfolio Turnover of the Floating Rate Portfolio              50%               50%               50%              57%             57%         57%             67%             67%         67% 
 
                             (See footnotes on last page.) 

24


^ Financial Highlights (continued)                         
 
    Year Ended October 31,     

    2003 (1)       2002 (1)(3)    

    Class A    Class B    Class C (2)     Class A    Class B    Class C (2)  

 Net asset value - Beginning of year    $ 7.550    $ 7.150    $ 7.160    $ 8.030    $ 7.600    $ 7.610 






 
 Income (loss) from operations                         
 Net investment income    $ 0.336    $ 0.269    $ 0.267    $ 0.504    $ 0.425    $ 0.426 
 Net realized and unrealized gain (loss)       0.883         0.817       0.819     (0.286)       (0.272)     (0.273) 






 Total income from operations    $ 1.219    $ 1.086    $ 1.086    $ 0.218    $ 0.153    $ 0.153 






 
 Less distributions                         
 From net investment income    $ (0.669)    $ (0.576)    $ (0.576)    $ (0.670)    $ (0.575)    $ (0.581) 
 From paid-in capital           —             —           —     (0.028)       (0.028)     (0.022) 
 From tax return of capital           —             —           —           —             —           — 






 Total distributions    $ (0.669   $ (0.576   $ (0.576   $ (0.698   $ (0.603   $ (0.603






 Net asset value - End of year    $ 8.100    $ 7.660    $ 7.670    $ 7.550    $ 7.150    $ 7.160 






 Total Return (4)        16.65%         15.61%       15.68%         2.68%           1.96%         1.95% 
 
 Ratios/Supplemental Data:                         
 Net assets, end of year (000’s omitted)    $48,738    $217,341    $74,117    $17,418    $173,780    $45,414 
 Ratios (as a percentage of average                         
 daily net assets):                         
     Expenses before custodian fee reduction (6)          1.11%           1.86%         1.86%         1.17%           1.93%         1.93% 
     Expenses after custodian fee reduction (6)          1.11%           1.86%         1.86%         1.17%           1.93%         1.93% 
     Net investment income         4.19%           3.57%         3.53%         6.39%           5.68%         5.69% 
 Portfolio Turnover of the Strategic Income Portfolio           71%             71%             71%           63%             63%           63% 
 Portfolio Turnover of the High Income Portfolio         122%           122%           122%           88%             88%           88% 
 Portfolio Turnover of the Floating Rate Portfolio           —             —           —           —             —           — 

(1) Net investment income per share was computed using average shares outstanding.

(2) Per share data have been restated to reflect the effects of a 1.2632979-for-1 stock split effective on November 11, 2005.

(3) The Fund, through its investment in the Portfolios, adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies and began amortizing market premiums on fixed-income securities, excluding mortgage-backed securities, and accreting certain discounts using a different methodology. Additionally, the Portfolios reclassified net losses realized on prepayments received on mortgage-backed securities that were previously included in realized gains/losses to interest income. The effect of these changes for the year ended October 31, 2002 for each Class follows. Per share data and ratios for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation. Class A: decrease net investment income per share by $0.095, decrease net realized and unrealized loss per share by $0.095 and decrease the ratio of net investment income to average net assets from 7.58% to 6.39%; Class B: decrease net investment income per share by $0.090, decrease net realized and unrealized loss per share by $0.090 and decrease the ratio of net investment income to average net assets from 6.86% to 5.68%; Class C: decrease net investment income per share by $0.089, decrease net realized and unrealized loss per share by $0.089 and decrease the ratio of net investment income to average net assets from 6.88% to 5.69%. Per share data and ratios for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

(4) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

  (5) Total return reflects an increase of 0.17% due to a change in the timing of the payment and reinvestment of distributions.

( ^ 6) Includes the Fund's share of the Portfolios’ allocated expenses.

25



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 Portfolios’ investments is available in the annual and semiannual 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 fiscal year. You may obtain free copies of the statement of additional information and the shareholder reports on Eaton Vance’s website at www.eatonvance.com or by contacting the principal underwriter:^

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, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

About Shareholder Accounts: You can obtain more information from Eaton Vance Shareholder Services (1-800-262-1122). 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   02940-9653      
1-800-262-1122      
 
 
The Fund’s SEC File No. is 811-4015              SIP 
 
^350-3/07           © ^ 2007 Eaton Vance Management   



Eaton Vance Tax-Managed ^ Dividend Income Fund
Eaton Vance Tax-Managed Equity Asset Allocation Fund
Eaton Vance Tax-Managed International Equity Fund
Eaton Vance Tax-Managed Mid-Cap Core Fund
Eaton Vance Tax-Managed Multi-Cap Opportunity Fund
Eaton Vance Tax-Managed Small-Cap Growth ^ Fund
Eaton Vance Tax-Managed Small-Cap Value Fund
Eaton Vance Tax-Managed Value Fund

Mutual funds seeking long-term, after-tax returns
for shareholders

Prospectus Dated
^March 1, 2007

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. 

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


Table of Contents

Fund Summaries................................................................................     3 
Performance Information...................................................................   ^ 6  
         Tax-Managed ^ Dividend Income Fund.....................................   ^ 6  
         Tax-Managed ^Equity Asset Allocation Fund...........................   ^ 7  
         Tax-Managed ^ International Equity Fund..................................   ^ 8  
         Tax-Managed ^ Mid -Cap ^ Core Fund......................................   ^ 9  
         Tax-Managed ^ Multi -Cap ^ Opportunity Fund ..........................   ^ 10  
         Tax-Managed Small-Cap ^ Growth Fund..................................   ^ 11  
         Tax-Managed Small-Cap Value Fund.......................................   ^ 12  
          Tax-Managed Value Fund........................................................     13  
         Fund Fees and Expenses..........................................................   ^ 14  
Investment Objectives & Principal Policies and Risks.........................   ^ 18  
Management and Organization...........................................................   ^ 25  
Valuing Shares..................................................................................   ^ 27  
Purchasing Shares.............................................................................   ^ 28  
Sales Charges...................................................................................   ^ 30  
Redeeming Shares.............................................................................   ^ 32  
Shareholder Account Features...........................................................   ^ 33  
Tax Information.................................................................................   ^ 34  
Financial Highlights............................................................................   ^ 36  
         Tax-Managed ^ Dividend Income Fund.....................................   ^ 36  
         Tax-Managed ^Equity Asset Allocation Fund...........................   ^ 38  
         Tax-Managed ^ International Equity Fund..................................   ^ 40  
         Tax-Managed ^ Mid -Cap ^ Core Fund......................................   ^ 41  
         Tax-Managed ^ Multi -Cap ^ Opportunity Fund ..........................   ^ 42  
         Tax-Managed Small-Cap ^ Growth Fund..................................   ^ 43  
         Tax-Managed Small-Cap Value Fund.......................................   ^ 44  
          Tax-Managed Value Fund ........................................................     45  

2


Fund Summaries

This page summarizes the investment objective, and principal strategies and risks of each Fund. Information about the performance, fees and expenses of each Fund is presented on the pages that follow.

Investment Objectives and Principal Strategies

Eaton Vance Tax-Managed Dividend Income Fund. Tax-Managed Dividend Income Fund’s investment objective is to achieve after-tax total return for its shareholders. The Fund invests primarily in a diversified portfolio of common and preferred stocks that pay dividends that qualify for federal income taxation at long-term capital gain rates (“tax-favored dividends”). In selecting investments, the Fund primarily seeks stocks that produce attractive levels of tax-favored dividend income and which are, in the opinion of the investment adviser, undervalued or inexpensive relative to other similar investments. For its investments in common stocks, the Fund also seeks to invest in securities that the investment adviser believes have the potential for growth of income and capital appreciation over time.

The Fund may at times invest 25% or more of its total assets in each of the utilities and financial services sectors. The Fund may also invest up to 35% of its total assets in foreign securities. The Fund may engage in derivative transactions (such as purchased puts, written covered calls, equity collars, equity swaps, covered short sales and stock index futures) to protect against price declines, to enhance returns or as a substitute for purchasing or selling securities.

Eaton Vance Tax-Managed Equity Asset Allocation Fund. Tax-Managed Equity Asset Allocation Fund’s investment objective is to achieve long-term, after tax returns for its shareholders by investing in a combination of diversified tax-managed equity portfolios managed by Eaton Vance or its affiliates (the "Eaton Vance Tax-Managed Portfolios"). The Fund normally will invest at least ^ 65 % of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in common stocks of U.S. companies. The Fund may invest up to 25% of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in common stocks of small or emerging companies and up to ^ 35 % of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in foreign securities. The Fund will at all times allocate its assets among at least three different Eaton Vance Tax-Managed Portfolios and normally intends to invest in all seven Tax-Managed ^ Portfolios identified and described in further detail under "Investment Objectives & Principal Policies and Risks" .

Eaton Vance Tax-Managed International Equity Fund. Tax-Managed International Equity Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of foreign equity securities. The Fund invests primarily in common stocks of companies ^ domiciled in countries represented in the Morgan Stanley Capital International Europe, Australasia, Far East (“EAFE”) Index. The EAFE Index is an unmanaged index of approximately 1,000 companies located in twenty countries. The Fund normally will invest at least 80% of its net assets in equity securities.

Eaton Vance Tax-Managed Mid-Cap Core Fund. Tax-Managed Mid-Cap Core Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of common stocks of mid-cap companies. Mid-cap companies are companies with market capitalizations within the range of capitalizations of companies included in the Standard & Poor’s MidCap 400 Index. The Fund normally will invest at least 80% of its net assets in stocks of mid-cap companies. Although it invests primarily in domestic securities, the Fund may invest up to 25% of its total assets in foreign securities.

Eaton Vance Tax-Managed Multi-Cap Opportunity Fund. Tax-Managed Multi-Cap Opportunity Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders through investing in a diversified portfolio of equity securities. The Fund invests primarily in common stocks of growth companies that are attractive in their long-term investment prospects. Although it invests primarily in domestic securities, the Fund may invest up to 25% of its total assets in foreign securities.

Eaton Vance Tax-Managed Small-Cap Growth ^ Fund . ^Tax-Managed Small-Cap Growth ^ Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders. The Fund invests in a diversified portfolio of equity securities of small-cap companies. Small-cap companies are companies with market capitalizations comparable to companies included in the Standard & Poor’s SmallCap 600 Index and that have expected growth rates over the long-term that exceed U.S. market averages. The Fund normally will invest at least 80% of its net assets in equity securities of small-cap companies. Although it invests primarily in domestic companies, the Fund may invest up to 25% of its total assets in foreign securities. ^ Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 ^ merged into ^Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 ^ at the close of ^ business on April 28 , ^ 2006 , ^ and was renamed Eaton Vance Tax-Managed Small-Cap Growth Fund on May 1^ , 2006 . ^

3


Eaton Vance Tax-Managed Small-Cap Value Fund. Tax-Managed Small-Cap Value Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of value stocks of small-cap companies. Value stocks are common stocks that, in the opinion of the investment adviser, are undervalued or inexpensive relative to the overall stock market. Small-cap companies are companies with market capitalizations comparable to those of companies included in the Standard & Poor’s SmallCap 600 Index. The Fund normally will invest at least 80% of its net assets in small-cap companies. Although it invests primarily in domestic securities, the Fund may invest up to 25% of its total assets in foreign securities.

Eaton Vance Tax-Managed Value Fund. Tax-Managed Value Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders. The Fund invests in a diversified portfolio of value stocks. Value stocks are common stocks that, in the opinion of the investment adviser, are inexpensive relative to the overall stock market. Although it invests primarily in common stocks of U.S. companies, the Fund may invest up to 25% of its total assets in foreign securities.

Each Fund may engage in derivative transactions (such as purchased puts, equity collars, equity swaps, covered short sales and stock index futures) to protect against price declines, to enhance returns or as a substitute for purchasing or selling securities. Each ^ Fund, except Tax-Managed Dividend Income Fund, pursues its investment objective by investing its assets in one or more separate registered investment companies 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, each Eaton Vance Tax-Managed Portfolio and Tax-Managed Dividend Income Fund approaches its investments from the perspective of a taxpaying shareholder. Buy and sell decisions are made by balancing investment considerations and tax considerations, and taking into account the taxes payable by shareholders in connection with ^distributions of investment income and net realized capital gains. ^ The techniques and strategies used in the tax-efficient management of the ^ Eaton Vance Tax-Managed Portfolios and Tax-Managed Dividend Income Fund may include the following:

• purchasing stocks primarily from a long-term perspective;
• generally maintaining low portfolio turnover of stocks with appreciated gains;
• investing primarily in lower yielding stocks and/or stocks paying dividends that qualify for federal income taxation at long-term capital gain rates;
• attempting to avoid net realized short-term gains and fully taxable investment income in excess of Fund expenses;
• 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.

Each Fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax). The Funds seek to minimize income distributions and distributions of realized short-term gains that are taxed as ordinary income, as well as distributions of realized long-term gains (taxed as long-term capital gains). Each 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

Each Fund’s shares are sensitive to stock market volatility. If there is a general decline in the value of publicly-traded stocks, the value of a 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. Each Fund seeks to minimize stock-specific risk by diversifying its holdings among many companies and industries.

In addition to general stock market risk, shares of Tax-Managed Small-Cap Growth ^ Fund , Tax-Managed Small-Cap Value Fund and (to a lesser extent) Tax-Managed Mid-Cap Core Fund, Tax-Managed Multi-Cap Opportunity Fund and Tax-Managed Equity Asset Allocation Fund are also sensitive to factors affecting smaller and emerging companies. The securities of such companies are generally subject to greater price fluctuation and investment risk than securities of more established companies.

Because each Fund invests 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 a Fund to increased risk of principal loss due to imperfect correlation, failure of the counterparty, or unexpected price or market movements^ .

4


Tax-Managed Dividend Income Fund’s investments in preferred stocks may also be sensitive to changes in interest rates. When interest rates rise, the value of such securities will generally fall. Because the Fund invests in preferred stocks, the Fund’s net asset value may decline if interest rates rise. Interest rates are currently low relative to historic levels. Common stocks may also be influenced by changes in interest rates.

Tax-Managed Dividend Income Fund’s ability to distribute income to shareholders will depend on the yields available on common and preferred stocks. Changes in the dividend policies of companies held by the Fund could make it difficult for the Fund to provide a predictable level of income. While the Fund seeks tax-favored dividend income, a portion of the Fund’s income distributions to shareholders may be taxable at rates applicable to ordinary income. In order for dividends to qualify for tax-favored treatment, the Fund must hold the related stock for a required period of time. Satisfying this holding period requirement may not always be advisable, potentially exposing a portion of the Fund’s dividend income to full taxation.

The value of Tax-Managed Dividend Income Fund shares may be affected by events that adversely affect the utilities and financial services sectors. Companies in the utilities sector are sensitive to changes in interest rates and other economic conditions, governmental regulation, uncertainties created by deregulation, power shortages and surpluses, the price and availability of fuel, environmental protection or energy conservation practices, the level and demand for services, and the cost and potential business disruption of technological developments.

Companies in the financial services sector are also subject to extensive government regulation and can be significantly affected by the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, and price competition. Because Tax-Managed Dividend Income Fund may invest a significant portion of its assets in the utilities and financial services sectors, the value of Fund shares may fluctuate more than if the Fund invested in a broader variety of sectors.

No Fund is a complete investment program and you may lose money by investing. Shareholders should invest for the long-term. An investment in a 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.

5


Eaton Vance Tax-Managed ^ Dividend Income Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed ^ Dividend Income Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the ^ returns would be lower. The table below contains ^Class A, Class B and Class C shares performance and a comparison to the performance of a broad-based, unmanaged market index of 1000 U.S. value stocks. ^Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change. ^ The Fund’s performance reflects the effects of expense reductions. Absent these reductions, performance would have been lower.


During the period from ^ December 31, 2003 through December 31, ^ 2006 , the highest quarterly total return for Class A was ^ 9 .^ 32 % for the quarter ende^ d December 31 , ^ 2004 , and the lowest quarterly return was –1.16% for the quarter ended June 30, 2004.

Average Annual Total Return as of December 31, 2006     One Year     Life of Fund  

Class A Return Before Taxes     12.14%       12.41%  
Class A Return After Taxes on Distributions     11.22%       11.61%  
Class A Return After Taxes on Distributions and the Sale of Class A Shares       8.98%       10.62%  
Class B Return Before Taxes     13.08%       12.84%  
Class C Return Before Taxes     17.07%       13.45%  
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes)     22.25%       17.81%  

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable contingent deferred sales charge ("CDSC") for Class B and Class C. Class A, Class B and Class C commenced operations on May 30, 2003. Life of Fund returns are calculated from May 31, 2003. The Russell 1000 Value Index is a broad-based, unmanaged market index of 1000 U.S. value stocks. Investors cannot invest directly in an Index. (Source for Russell 1000 Value Index: Thomson Financial.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

6


Eaton Vance Tax-Managed Equity Asset Allocation Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Equity Asset Allocation Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, 2006 and do not reflect a sales charge. If the sales charge was reflected, the return would be lower. The table below contains the Class A, Class B and Class C shares performance and a comparison to the performance of a broad-based, unmanaged market index of U.S. stocks. Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.


During the period from December 31, 2002 through December 31, 2006, the highest quarterly total return for Class A was 15.34% for the quarter ended June 30, 2003, and the lowest quarterly return was –4.75% for the quarter ended March 31, 2003.

Average Annual Total Return as of December 31, ^ 2006     One Year    Life of Fund 

Class A Return Before Taxes    ^ 11 .^ 29    ^ 6 .^ 71
Class A Return After Taxes on Distributions    ^ 10 .^ 84    ^ 6 .^ 54
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^ 7 .^ 94    ^ 5 .^ 79
Class B Return Before Taxes    ^ 12 .^ 21    ^ 6 .^ 92
Class C Return Before Taxes    ^ 16 .^ 15    ^ 7 .^ 22
Russell 3000 Index (reflects no deduction for fees, expenses or taxes)    ^ 15 .^ 72    ^ 7 .^ 34

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable contingent deferred sales charge ("CDSC") for Class B and Class C. Class A, Class B and Class C commenced operations on March 4, 2002. Life of Fund returns are calculated from March 31, 2002. The Russell 3000 Index is a broad-based, unmanaged index of 3,000 U.S. stocks. Investors cannot invest directly in an Index. (Source for the Russell 3000 Index: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

7


Eaton Vance Tax-Managed International Equity Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed International Equity Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table contains the Class A, Class B and Class C shares performance and a comparison to the performance of a broad-based, unmanaged market index of international stocks. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the period from ^ December 31, 1998 through December 31, ^ 2006 , the highest quarterly total return for Class A was 20.37% for the quarter ended December 31, 2001, and the lowest quarterly return was –30.71% for the quarter ended September 30, 2001.

Average Annual Total Return as of December 31, ^ 2006     One Year    Five Years    Life of Fund 

Class A Return Before Taxes    ^ 20 .^ 91   ^ 7 .^ 66    ^1.^ 59
Class A Return After Taxes on Distributions    ^ 20 .^ 97   ^ 7 .^ 78    ^1.^ 67
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^ 14 .^ 03   ^ 6 .^ 81    ^1.^ 48
Class B Return Before Taxes    ^ 22 .^ 34   ^ 7 .^ 82    ^1.^ 50
Class C Return Before Taxes    ^ 26 .^ 34   ^ 8 .^ 13    ^1.^ 49
Morgan Stanley Capital International Europe, Australasia, and Far East Index  
   (reflects no deduction for fees, expenses or taxes) 
  ^ 26 .^ 34   ^ 14 .^ 98    ^ 6 .^ 92

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable CDSC for Class B and Class C. Class A, Class B and Class C commenced operations on April 22, 1998. Life of Fund returns are calculated from April 30, 1998. The Morgan Stanley Capital International Europe, Australasia, and Far East ("EAFE") Index is a broad-based, unmanaged index of international stocks. Investors cannot invest directly in an Index. (Source for the EAFE Index: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. After-tax returns reflect foreign tax credits passed by the Fund to shareholders during the periods. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

8


Eaton Vance Tax-Managed Mid-Cap Core Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Mid-Cap Core Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the return would be lower. The table below contains the Class A, Class B and Class C shares performance and a comparison to the performance of a broad-based, unmanaged market index commonly used to measure mid-cap stock performance. Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


^
During the period from December 31, 2002 through December 31, 2006, the highest quarterly total return for Class A was 14.73% for the quarter ended June 30, 2003, and the lowest quarterly return was –3.00% for the quarter ended March 31, 2003.

Average Annual Total Return as of December 31, ^ 2006     One Year    Life of Fund 

Class A Return Before Taxes    ^ 5 .^ 70    ^ 5 .^ 70
Class A Return After Taxes on Distributions    ^ 4 .^ 88    ^ 5 .^ 51
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^ 4 .^ 80    ^ 4 .^ 91
Class B Return Before Taxes    ^ 6 .^ 24    ^ 5 .^ 88
Class C Return Before Taxes    ^ 10 .^ 33    ^ 6 .^ 22
Standard & Poor’s MidCap 400 Index (reflects no deduction for fees, expenses or taxes)    ^ 10 .^ 32      9.^ 98

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable CDSC for Class B and Class C. Class A, Class B and Class C commenced operations on March 4, 2002. Life of Fund returns are calculated from March 31, 2002. The Standard & Poor’s MidCap 400 Index is a broad-based, unmanaged index commonly used to measure U.S. mid-cap stock performance. Investors cannot invest directly in an Index. (Source for the S&P MidCap 400 Index: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than the Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

9


Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Multi-Cap Opportunity Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table below contains the Class A, Class B and Class C shares performance and a comparison to the performance of a broad-based, unmanaged market index of common ^ stocks and an unmanaged market index of mid-cap growth companies . Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change. ^


During the period from ^ December 31, 2000 through December 31, ^ 2006 , the highest quarterly total return for Class A was 26.07% for the quarter ended June 30, 2003, and the lowest quarterly return was –23.02% for the quarter ended September 30, 2001. ^

Average Annual Total Return as of December 31, ^ 2006     One Year    Five Years    Life of Fund 

Class A Return Before Taxes    ^12.88%     ^6.24%    ^4.21% 
Class A Return After Taxes on Distributions    ^12.57%    ^6.12%    ^4.12% 
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^8.79%    ^5.38%    ^3.63% 
Class B Return Before Taxes    ^13.87%    ^6.37%    ^3.39% 
Class C Return Before Taxes    ^17.83%    ^6.69%    ^3.41% 
S&P 500 Index (reflects no deduction for fees, expenses or taxes)    ^15.78%    ^6.18%    ^1.54% 
Russell Mid-Cap Growth Index (reflects no deduction for fees, expenses or taxes)     ^10.66%    ^8.22%    ^–0.07% 

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 June 30, 2000, Class B and Class C commenced operations on July 10, 2000. Life of Fund returns are calculated from June 30, 2000 for Class A and from July 31, 2000 for Class ^ B, Class C and ^ both Indices . The S&P 500 Index is a broad-based, unmanaged market index of common stocks . The Russell Mid-Cap Growth Index is an unmanaged market index of mid-cap growth companies . Investors cannot invest directly in an Index. (Source for the S&P 500 Index and Russell Mid-Cap Growth Index: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

10


Eaton Vance Tax-Managed Small-Cap Growth ^ Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Small-Cap Growth ^ Fund . The returns in the bar chart are for Class A shares for each calendar year through December 31, 2006 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table below contains the Class A, Class B and Class C shares performance and a comparison to the performance of two indices of ^ U.S. small capitalization stocks. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change^ .


^
^During the period from ^ December 31, 1997 through December 31, ^ 2006 , the highest quarterly total return was 32.66% for the quarter ended December 31, 1999 and the lowest quarterly return was –^ 29 .^ 29 % for the quarter ended September 30, 2001. ^

Average Annual Total Return as of December 31, 2006     One Year    Five Years    Life of Fund 

Class A Return Before Taxes    ^9.31%     ^1.55%       ^1.99%  
Class A Return After Taxes on Distributions    ^9.31%     ^1.55%       ^1.99%  
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^6.05%     ^1.33%       ^1.71%  
Class B Return Before Taxes    ^10.04%     ^1.62%       ^1.85%  
Class C Return Before Taxes    ^14.10%     ^2.00%       ^1.81%  
Russell 2000 Index (reflects no deduction for fees, expenses or taxes)    ^18.37%     ^11.39%       ^7.47%  
Standard & Poor’s SmallCap 600 Index (reflects no deduction for fees,
   expenses or taxes) 
  ^15.12%     ^12.49%       ^9.46%  

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 SmallCap 600 Index is a broad-based, unmanaged market index of 600 small capitalization stocks trading in the U.S. The Russell 2000 Index, a market capitalization weighted index of 2,000 small company stocks. Investors cannot invest directly in an Index. (Source for the Standard & Poor’s SmallCap 600 Index: ^ Lipper, Inc.; Source for the Russell 2000 Index: ^ Lipper, Inc. )

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

11


Eaton Vance Tax-Managed Small-Cap Value Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Small-Cap Value Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table below contains the Class A, Class B and Class C shares performance and a comparison to the performance of ^ two broad-based, unmanaged market ^ indices of small capitalization stocks. Returns for Class A shares in the table are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


^During the period from ^ December 31, 2002 through December 31, ^ 2006 , the highest quarterly total return for Class A was 13.88% for the quarter ended June 30, 2003, and the lowest quarterly return was –2.66% for the quarter ended March 31, 2003.

Average Annual Total Return as of December 31, 2006     One Year    Life of Fund 

Class A Return Before Taxes    ^6.82%       ^8.86%  
Class A Return After Taxes on Distributions    ^5.67%       ^8.42%  
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^5.97%       ^7.67%  
Class B Return Before Taxes    ^7.48%       ^9.10%  
Class C Return Before Taxes    ^11.47%       ^9.46%  
Russell 2000 Value Index (reflects no deduction for fees, expenses or taxes)     23.48%       14.03%  
Standard & Poor’s SmallCap 600 Index (reflects no deduction for fees, expenses or taxes)      ^15.12%       ^11.60%  

^

These returns reflect the maximum sales charge for Class A (5.75%) and any applicable CDSC for Class B and Class C. Class A, Class B and Class C commenced operations on March 4, 2002. Life of Fund returns are calculated from March 31, 2002. The Russell 2000 Value index is a broad-based unmanaged index of those Russell 2000 companies with lower price-to-book ratios and higher forcasted growth values. The Standard & Poor’s SmallCap 600 Index is a broad-based, unmanaged market index of small-capitalization stocks . The Fund’s benchmark has been changed to Russell 2000 Value Index because the stocks therein are more consistent with the management style of the Fund . Investors cannot invest directly in an Index . The Standard & Poor’s SmallCap 600 Index will remain as a secondary benchmark index . (Source for the Russell 2000 Value Index and Standard & Poor’s SmallCap 600 Index: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

12


Eaton Vance Tax-Managed Value Fund

Performance Information. The following bar chart and table provide information about the performance of Tax-Managed Value Fund. The returns in the bar chart are for Class A shares for each calendar year through December 31, ^ 2006 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The table below contains the Class A, Class B and Class C performance and a comparison to the performance of two broad-based, unmanaged indices of domestic equity stocks. Returns in the table for Class A shares are shown before and after the reduction of taxes. Although past performance (both before and after taxes) is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.^


During the period from the Fund’s inception through December 31, ^ 2006 , the highest quarterly total return for Class A was 13.74% for the quarter ended June 30, 2003, and the lowest quarterly return was –15.99% for the quarter ended September 30, 2002.

Average Annual Total Return as of December 31, ^ 2006     One Year    Five Years    Life of Fund 

Class A Return Before Taxes    ^ 12 .^ 19   ^ 8 .^ 19    ^ 9 .^ 33
Class A Return After Taxes on Distributions    ^ 12 .^ 04   ^ 8 .^ 08    ^ 9 .^ 24
Class A Return After Taxes on Distributions and the Sale of Class A Shares    ^ 8 .^ 13   ^ 7 .^ 09    ^ 8 .^ 19
Class B Return Before Taxes    ^ 13 .^ 08   ^ 8 .^ 37    ^ 10 .^ 13
Class C Return Before Taxes    ^ 17 .^ 11   ^ 8 .^ 66    ^ 10 .^ 06
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)    ^ 22 .^ 25   ^ 10 .^ 86    ^ 8 .^ 42
S&P 500 Index (reflects no deduction for fees, expenses or taxes)    ^ 15 .^ 78   ^ 6 .^ 18    ^1.^ 89

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 December 27, 1999, Class B commenced operations on January ^ 18 , 2000 and Class C commenced operations on January 24, 2000. Life of Fund returns are calculated from December 31, 1999 for Class A and from January 31, 2000 for Class ^ B, Class C and ^ both Indices . The Fund’s benchmark is the Russell 1000 Value Index ("Russell 1000"), a broad-based, unmanaged index of value stocks. The S&P 500 Index, a broad-based, unmanaged market index of common stocks, is also included as a measure of U.S. stock market performance. Investors cannot invest directly in an Index. (Source for the S&P 500 and the Russell 1000: ^ Lipper, Inc.)

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund's past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and the Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

13


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 
Redemption Fee (as a percentage of amount redeemed) (1)     1.00%    None    None 
Exchange Fee    None    None    None 

(1) Class A shares of Tax-Managed International Equity Fund are subject to a redemption fee if they are redeemed or exchanged within 90 days of the settlement of the purchase.

Annual Fund Operating Expenses (expenses that are deducted from Fund and Portfolio assets)^

        Management
Fees
  Distribution
and
Service
(12b-1)
Fees
  Other
  Expenses^
  Total Annual
Fund
Operating
Expenses
             

^Tax-Managed Dividend Income Fund     Class A shares         0.76%               ^0.25%       0.18%             1.19%  
    Class B shares         0.76%               1.00%       0.18%             1.94%  
    Class C shares         0.76%               1.00%       0.18%             1.94%  
Tax-Managed International Equity Fund    Class A shares       1.00%              ^0.25%     ^0.42%             ^1.67%  
    Class B shares       1.00%             1.00%    ^0.42%             ^2.42%  
    Class C shares       1.00%             1.00%    ^0.42%             ^2.42%  
Tax-Managed Mid-Cap Core Fund ^ (2)     Class A shares       0.95%              ^0.25%     ^0.57%             ^1.77%  
    Class B shares       0.95%             1.00%    ^0.57%             ^2.52%  
    Class C shares       0.95%             1.00%    ^0.57%             ^2.52%  
^Tax-Managed Small-Cap Growth Fund^ (3)     Class A shares      ^0.625%               ^0.25%     ^0.535%             ^1.41%  
    Class B shares      ^0.625%              1.00%    ^0.535%             ^2.16%  
    Class C shares      ^0.625%              1.00%    ^0.535%             ^2.16%  
Tax-Managed Small-Cap Value Fund ^ (4 )     Class A shares       1.15%              ^0.25%     ^0.61%             ^2.01%  
    Class B shares       1.15%             1.00%    ^0.61%             ^2.76%  
    Class C shares       1.15%             1.00%    ^0.61%             ^2.76%^  

   
 
(^ 2   During the fiscal year ended October 31, ^ 2006 , Total Annual Fund Operating Expenses were 1.70% for Class A and 2.45%
for Class B and Class C because certain Fund expenses were allocated to the 
    Fund’s Administrator. These allocations could be discontinued at any time. 
(3)     On April 28, 2006, Tax-Managed Small-Cap Growth 1.2 merged into Tax-Managed Small-Cap Growth Fund 1.1, which did not
    have an administration fee. The fund was renamed Tax-Managed Small-Cap Growth Fund effective May 1, 2006.  
(4)    During the fiscal year ended October 31, ^ 2006 , Total Annual Fund Operating Expenses were 1.75% for Class A and 2.50% for
    Class B and Class C because certain Fund expenses were allocated to the Fund’s Administrator and the sub-adviser of the Portfolio.
These allocations could be discontinued at any time.

14


Annual Fund Operating Expenses       Management   Distribution and   Other   Acquired Fund   Total Annual Fund
(expenses that are deducted       Fees   Service (12b-1) Fees   Expenses   Fees and Expenses*   Operating Expenses
from Fund and Portfolio assets)  

Tax-Managed Multi-Cap Opportunity Fund     Class A shares         0.80%               0.25%     0.44%             0.01%             1.50%  
    Class B shares         0.80%               1.00%     0.44%             0.01%             2.25%  
    Class C shares         0.80%               1.00%     0.44%             0.01%             2.25%  
Tax-Managed Value Fund     Class A shares         0.78%               0.25%     0.15%                             1.18%  
    Class B shares         0.78%               1.00%     0.15%                             1.93%  
    Class C shares         0.78%               1.00%     0.15%                             1.93%  

* Reflects the Fund’s allocable portion of the Portfolio’s investment in other investment companies related to securities lending.

Annual Operating Expenses for Tax-Managed Equity Asset Allocation Fund              
(expenses that are deducted from Fund and Portfolio assets)     Class A     Class B     Class C  

Management Fees     0.95%     0.95%     0.95%  
Distribution and Service (12b-1) Fees     0.25%     1.00%     1.00%  
Other Expenses     0.12%     0.12%     0.12%  
Acquired Fund Fees and Expenses**     0.77%     0.77%     0.77%  
Total Annual Fund Operating Expenses     2.09%     2.84%     2.84%  
Advisory Fee Reduction***     (0.69%)     (0.69%)     (0.69%)  
Total Fund Operating Expenses (net redemption)     1.40%     2.15%     2.15%  

** Reflects the Fund’s allocable share of the advisory fees and other expenses of the Portfolios in which it invests. Of this amount, advisory fees were 0.69%.

*** Pursuant to the Fund’s investment advisory agreement, the Fund’s investment advisory fee is reduced by the Fund’s allocable portion of the advisory fees paid by the Portfolios in which it invests.

15


Example. These Examples are intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. Each 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. Each 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 

Tax-Managed Dividend Income Fund     Class A shares     $689     $ 931     $1,192     $1,935  
    Class B shares*     $697     $1,009     $1,247     $2,070  
    Class C shares     $297     $ 609     $1,047     $2,264  
Tax-Managed Equity Asset Allocation Fund    Class A shares    ^$709     $^ 993     $^1,297     $^2,158  
    Class B shares*    ^$718     $^1,073     $^1,354     $^2,292  
    Class C shares    ^$318     $^ 673     $^1,154     $^2,483  
Tax-Managed International Equity Fund    Class A shares    ^$735**     $^1,071     $^1,430     $^2,438  
    Class B shares*    ^$745     $^1,155     $^1,491     $^2,571  
    Class C shares    ^$345     $^ 755     $^1,291     $^2,756  
Tax-Managed Mid-Cap Core Fund    Class A shares    ^$745     $^1,100     $^1,479     $^2,539  
    Class B shares*    ^$755     $^1,185     $^1,540     $^2,672  
    Class C shares    ^$355     $^ 785     $^1,340     $^2,856  
Tax-Managed Multi-Cap Opportunity Fund    Class A shares    ^$719     $^1,022     $^1,346     $^2,263  
    Class B shares*    ^$728     $^1,103     $^1,405     $^2,396  
    Class C shares    ^$328     $^ 703     $^1,205     $^2,585  
Tax-Managed Small-Cap Growth Fund    Class A shares    ^$710     $^ 996     $^1,302     $^2,169  
    Class B shares*    ^$719     $^1,076     $^1,359     $^2,303  
    Class C shares    ^$319     $^ 676     $^1,159     $^2,493  
Tax-Managed Small-Cap Value Fund    Class A shares    ^$767     $^1,169     $^1,596     $^2,778  
    Class B shares*    ^$779     $^1,256     $^1,659     $^2,910  
    Class C shares    ^$379     $^ 856     $^1,459     $^3,090  
Tax-Managed Value Fund    Class A shares    ^$688     $^ 928     $^1,187     $^1,924  
    Class B shares*    ^$696     $^1,006     $^1,242     $^2,059  
    Class C shares    ^$296     $^ 606     $^1,042     $^2,254  

* Reflects the expenses of Class A shares after eight years because ^ Class B shares automatically convert to Class A shares after eight years.

**Due to the redemption fee, the cost of investing for one year would be $100 higher for Tax-Managed International Equity Fund shares redeemed or exchanged within 90 days of the settlement of purchase.

16


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

        1 Year    3 Years    5 Years    10 Years 

Tax-Managed Dividend Income Fund     Class A shares     $689     $     931     $1,192     $1,935  
    Class B shares*     $197     $     609     $1,047     $2,070  
    Class C shares     $197     $     609     $1,047     $2,264  
Tax-Managed Equity Asset Allocation Fund    Class A shares    $^709     $ ^993     ^$1,297     ^$2,158  
    Class B shares*    $^218     $ ^673     ^$1,154     ^$2,292  
    Class C shares    $^218     $ ^673     ^$1,154     ^$2,483  
Tax-Managed International Equity Fund    Class A shares    $^735     $^1,071     ^$1,430     ^$2,438  
    Class B shares*    $^245     $ ^755     ^$1,291     ^$2,571  
    Class C shares    $^245     $^ 755     ^$1,291     ^$2,756  
Tax-Managed Mid-Cap Core Fund    Class A shares    $^745     $^1,100     ^$1,479     ^$2,539  
    Class B shares*    $^255     $^ 785     ^$1,340     ^$2,672  
    Class C shares    $^255     $^ 785     ^$1,340     ^$2,856  
Tax-Managed Multi-Cap Opportunity Fund    Class A shares    $^719     $^1,022     ^$1,346     ^$2,263  
    Class B shares*    $^228     $^ 703     ^$1,205     ^$2,396  
    Class C shares    $^228     $^ 703     ^$1,205     ^$2,585  
Tax-Managed Small-Cap Growth Fund    Class A shares    $^710     $^ 996     ^$1,302     ^$2,169  
    Class B shares*    $^219     $^ 676     ^$1,159     ^$2,303  
    Class C shares    $^219     $^ 676     ^$1,159     ^$2,493  
Tax-Managed Small-Cap Value Fund    Class A shares    $^767     $^1,169     ^$1,596     ^$2,778  
    Class B shares*    $^279     $^ 856     ^$1,459     ^$2,910  
    Class C shares    $^279     $^ 856     ^$1,459     ^$3,090  
Tax-Managed Value Fund    Class A shares    $^688     $^ 928     ^$1,187     ^$1,924  
    Class B shares*    $^196     $^ 606     ^$1,042     ^$2,059  
    Class C shares    $^196     $^ 606     ^$1,042     ^$2,254  

* Reflects the expenses of Class A shares after eight years because ^ Class B shares automatically convert to Class A shares after eight years.

17


Investment Objectives & Principal Policies and Risks

Tax-Managed Dividend Income Fund. The investment objective of Tax-Managed Dividend Income Fund is to achieve after-tax total return for its shareholders. The Fund invests primarily in common and preferred stocks that pay dividends that qualify for federal income taxation at long-term capital gain rates (“tax-favored dividends”). The Fund’s return is expected to consist primarily of tax-favored dividend income, although it will also seek capital appreciation. The Fund’s objective may not be changed without shareholder approval. Certain of the Fund’s policies may be changed by the Trustees without shareholder approval.

The Fund may invest 25% or more of its total assets in each of the utilities and financial services sectors. The utilities sector includes companies engaged in the manufacture, production, generation, transmission, sale and distribution of water, gas and electric energy, as well as companies engaged in the communications field. Companies in the financial services sector include, for example, commercial banks, savings and loan associations, brokerage and investment companies, insurance companies, and consumer and industrial finance companies. The Fund also may invest in real estate investment trusts, and therefore, may be subject to the special risks associated with real estate investing. Up to (but less than) 25% of the Fund’s total assets may be invested in any one industry.

Under normal circumstances, the Fund invests at least 80% of its net assets in dividend-paying common and preferred stocks (the "80% policy"). This 80% policy will not be changed unless Fund shareholders are given 60 days’ advance notice of the change. For purposes of the 80% policy, net assets includes any borrowings for investment purposes. The Fund seeks dividend income that qualifies for favorable federal income tax treatment. Under federal income tax law enacted on May 28, 2003, "qualified dividend income" received by individual shareholders is taxed at rates equivalent to long-term capital gain tax rates, which currently reach a maximum of 15%. Qualified dividend income generally includes dividends from domestic corporations and dividends from foreign corporations that meet certain specified criteria. The Fund generally can pass through the tax treatment of tax-favored dividends it receives to Fund shareholders who hold Fund shares for more than 60 days during the 121-days surrounding the ex-dividend date.

For the Fund to receive tax-favored dividends, the Fund must hold the stock associated with an otherwise qualifying dividend for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or more than 90 days during the associated 181-day period, in the case of certain preferred stocks). In addition, the Fund cannot be obligated to make payments (pursuant to a short sale or otherwise) with respect to substantially similar or related property. The provisions of the Internal Revenue Code applicable to tax-favored dividends are effective for taxable years beginning on or before December 31, 2010. Thereafter, dividends will be taxable as ordinary income unless further legislative action is taken.

In selecting securities, the Fund invests primarily in dividend-paying common and preferred stocks of U.S. and non-U.S. companies that the investment adviser believes may produce attractive levels of tax-favored dividend income and which are, in the opinion of the investment adviser, undervalued or inexpensive relative to other similar investments. Stocks may be undervalued in relation to other investments due to adverse economic or other near-term difficulties that cause them not to achieve their expected financial potential. Undervaluation may also arise because companies are misunderstood by investors or because they are out of step with favored market themes.

For its investments in common stocks, the Fund also seeks to invest in securities that the investment adviser believes have the potential for growth of income and capital appreciation over time. For its investments in preferred stocks, the Fund will also take into consideration the interest rate sensitivity of the investments and the investment adviser’s interest rate expectations. Under normal market conditions, the Fund expects to primarily invest in preferred stocks that are rated investment grade (which is at least BBB as determined by Standard & Poor’s Ratings Group or Fitch Ratings, Baa as determined by Moody’s Investors Service, Inc. or, if unrated, determined to be of comparable quality by the investment adviser), but may invest to a limited extent in lower rated preferred stocks. Consistent with the Fund’s objective, the investment adviser has broad discretion to allocate the Fund’s investments between common and preferred stocks.

In addition to investing in stocks that pay tax-favored dividends, the Fund may also invest a portion of its assets in stocks and other securities that generate income taxable at ordinary income rates. For any year, so long as the Fund’s fully taxable ordinary income and net realized short-term gains are offset by expenses of the Fund, all of the Fund’s income distributions would be characterized as tax-favored dividends. There can be no assurance that a portion of the Fund’s income distributions will not be fully taxable at ordinary income rates.

The Fund may seek to enhance the level of tax-favored dividend income it receives by engaging in dividend capture trading. In a dividend capture trade, the Fund would sell a stock that has gone ex-dividend to purchase another stock paying a dividend before the next dividend of the stock being sold. By entering into a series of such trades, the Fund could augment

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the amount of dividend income it receives over the course of a year. In order for dividends to qualify as tax-favored dividends, the Fund must comply with the holding period requirements described above. The use of dividend capture strategies will expose the Fund to increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.

Investment decisions are made primarily on the basis of fundamental research. The portfolio managers utilize information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. In selecting stocks, the portfolio managers consider (among other factors) a company’s earnings or cash flow capabilities, dividend prospects and tax treatment of a company’s dividends, the strength of the company’s business franchises and estimates of the company’s net value. Many of these considerations are subjective.

Tax-Managed Equity Asset Allocation Fund. The investment objective of Tax-Managed Equity Asset Allocation Fund is to achieve long-term, after tax returns for its shareholders by investing in a combination of diversified tax-managed equity portfolios managed by Eaton Vance or its affiliates (the “Eaton Vance Tax-Managed Portfolios”). The Eaton Vance Tax-Managed Portfolios are described below.

The Fund normally will invest at least ^ 65 % of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in common stocks of U.S. companies. The Fund may invest up to 25% of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in small or emerging companies and up to ^ 35 % of total assets in Eaton Vance Tax-Managed Portfolios that primarily invest in foreign securities. The Fund will at all times allocate its assets among at least three different Eaton Vance Tax-Managed Portfolios and normally intends to invest in all seven Tax-Managed Portfolios. Of the seven Eaton Vance Tax-Managed Portfolios, Tax-Managed International Equity Portfolio invests primarily in foreign securities and the other six Portfolios invest primarily in securities of U.S. companies. The Eaton Vance Tax-Managed Portfolios that invest primarily in small or emerging companies are Tax-Managed Small-Cap Value Portfolio and Tax-Managed Small-Cap Growth Portfolio. The Fund also may invest in other Eaton Vance Tax-Managed Portfolios that may be established in the future, including other Eaton Vance Tax-Managed Portfolios sub-advised by an investment adviser unaffiliated with Eaton Vance.

In allocating the Fund’s assets among the Eaton Vance Tax-Managed Portfolios, the portfolio manager seeks to maintain broad diversification and to emphasize market sectors that Eaton Vance believes offer relatively attractive risk-adjusted return prospects, based on its assessment of current and future market trends and conditions. To the extent possible, adjustments in allocations among the Eaton Vance Tax-Managed Portfolios will be made in a tax-efficient manner, generally by investing Fund cash inflows into underweighted Portfolios and by withdrawing cash from overweighted Portfolios to reinvest in underweighted Portfolios. There can be no assurance that there will always be sufficient Fund cash inflows or available Portfolio cash to alter the Fund’s asset allocation without tax consequences to shareholders. Eaton Vance has broad discretion to allocate and reallocate Tax-Managed Equity Asset Allocation Fund’s assets among the Eaton Vance Tax-Managed Portfolios consistent with the Fund’s investment objective and policies. Eaton Vance may be subject to certain conflicts of interest in fulfilling its duties to Tax-Managed Equity Asset Allocation Fund and each Portfolio. In making allocation decisions, the portfolio manager must make determinations only on the basis of the best interests of the Fund and its shareholders.

Tax-Managed International Equity Fund. Tax-Managed International Equity Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of foreign equity securities. The Fund seeks to meet its objective by investing in Tax-Managed International Equity Portfolio (“International Equity Portfolio”), a separate open-end investment company that has the same objective and policies as the Fund. International Equity Portfolio is described below.

Tax-Managed Mid-Cap Core Fund. Tax-Managed Mid-Cap Core Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of common stocks of mid-cap companies. The Fund seeks to meet its objective by investing in Tax-Managed Mid-Cap Core Portfolio (“Mid-Cap Core Portfolio”), a separate open-end investment company that has the same objective and policies as the Fund. Mid-Cap Core Portfolio is described below.

Tax-Managed Multi-Cap Opportunity Fund. Tax-Managed Multi-Cap Opportunity Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders through investing in a diversified portfolio of equity securities. The Fund seeks to meet its objective by investing in Tax-Managed Multi-Cap Opportunity Portfolio (“Multi-Cap Opportunity Portfolio”), a separate open-end investment company that has the same objective and policies as the Fund. Multi-Cap Opportunity Portfolio is described below.

Tax-Managed Small-Cap Growth ^ Fund . The investment objective of Tax-Managed Small-Cap Growth Fund ^is to achieve long-term, after-tax returns for its shareholders. The Fund seeks to meet its objective by investing in Tax-Managed

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Small-Cap Growth Portfolio (“Small-Cap Growth Portfolio”), a separate open-end investment company that invests in a diversified portfolio of equity securities of small-cap companies and has the same objective and policies as the Fund. Small-Cap Growth Portfolio is described below.

Tax-Managed Small-Cap Value Fund. Tax-Managed Small-Cap Value Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders by investing in a diversified portfolio of value stocks of small-cap companies. The Fund seeks to meet its objective by investing in Tax-Managed Small-Cap Value Portfolio (“Small-Cap Value Portfolio”), a separate open-end investment company that has the same objective and policies as the Fund. Small-Cap Value Portfolio is described below.

Tax-Managed Value Fund. Tax-Managed Value Fund’s investment objective is to achieve long-term, after-tax returns for its shareholders. The Fund seeks to meet its objective by investing in Tax-Managed Value Portfolio (“Value Portfolio”), a separate open-end investment company that invests in a diversified portfolio of value stocks and has the same objective and policies as the Fund. Value Portfolio is described below.

Each Fund’s investment objective may not be changed without shareholder approval. Certain of a Fund’s policies may be changed by the Trustees without shareholder approval. In the case of a Fund or Portfolio that has a policy of investing at least 80% of its net assets in a particular type of investment (the "80% policy"), the policy will not be changed unless Fund shareholders are given at least 60 days’ advanced notice of the change. For purposes of the 80% policy, net assets include any borrowings for investment purposes.

The Eaton Vance Tax-Managed Portfolios

International Equity Portfolio normally invests primarily in foreign equity securities. The portfolio manager expects to invest primarily in common stocks of companies ^ domiciled in countries represented in the EAFE Index. The International Equity Portfolio will invest at least 80% of its net assets in equity securities. The International Equity Portfolio seeks to outperform the EAFE Index on both a pre-tax and after-tax basis. International Equity Portfolio maintains investments in not less than five different countries and less than 25% of its total assets will be invested in any one industry. As an alternative to investing directly in foreign equity securities, International Equity Portfolio may invest in depositary receipts and similar investments.

The portfolio managers use fundamental research in managing the Portfolio. The portfolio managers utilize information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. In selecting companies for investment, the portfolio managers may consider overall growth prospects, financial condition, competitive position, technology, marketing expertise, profit margins, return on investment, capital resources, management and other factors. The International Equity Portfolio generally acquires securities with the expectation of holding them for the long-term.

Mid-Cap Core Portfolio normally will invest at least 80% of its net assets in stocks of mid-cap companies. Mid-cap companies are companies with market capitalizations within the range of capitalizations of companies included in the Standard & Poor’s MidCap 400 Index. In making investment decisions, the portfolio managers use a combination of growth and value disciplines and seek stocks that in their opinion have attractive relative valuations and/or the potential for above-average sustainable growth. The portfolio managers consider both a company’s fundamentals and economic conditions in constructing the Portfolio. Management of the Portfolio involves consideration of numerous factors (such as long term earnings growth, balance sheet strength, cash flow generation, sustainable competitive advantages, quality of management, and opportunities for improving profitability). Many of these considerations are subjective. The portfolio managers seek to build and maintain an investment portfolio of mid-cap stocks that will perform well over the long term on an after-tax basis. Mid-Cap Core Portfolio’s holdings will represent a number of different industries, and less than 25% of the Portfolio’s total assets will be invested in any one industry.

Multi-Cap Opportunity Portfolio invests in a broadly diversified selection of equity securities, emphasizing common stocks of growth companies. In the view of the investment adviser, “growth companies” are companies that are expected, over the long term, to have earnings growth that is faster than the growth rates of the U.S. economy and the U.S. stock market as a whole. Growth companies owned by Multi-Cap Opportunity Portfolio may include both large and established market leaders, as well as smaller, less seasoned companies. Multi-Cap Opportunity Portfolio may also invest a substantial portion of its assets in securities of companies in the technology industry that could be adversely affected by factors such as highly cyclical markets, intense competition and rapid product obsolescence due to technological advances. ^

The portfolio manager seeks to purchase stocks that are reasonably priced in relation to their fundamental value, and which will grow in value over time. In making investment decisions, the portfolio manager utilizes the information provided by, and the expertise of, the investment adviser’s research staff. Management of the Portfolio involves consideration of

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numerous factors (such as potential for price appreciation, risk/return, and the mix of securities held by the Portfolio). Many of these considerations are subjective. Stocks generally are acquired with the expectation of being held for the long term. Under normal market conditions, the Portfolio primarily invests in common stocks. The Portfolio’s holdings will represent a number of different industries, and less than 25% of the Portfolio’s total assets will be invested in any one industry.

Small-Cap Growth Portfolio invests in a broadly diversified selection of publicly-traded equity securities of small-cap companies. The investment adviser considers small-cap companies to be companies with market capitalizations comparable to companies included in the Standard & Poor’s SmallCap 600 Index and that are expected to demonstrate earnings growth over the long-term that exceeds the average earnings growth rates of all publicly-traded companies in the United States. Small-Cap Growth Portfolio normally will invest at least 80% of its net assets in equity securities of small-cap companies.

The portfolio manager seeks to purchase securities that are reasonably priced in relation to their fundamental value. In making investment decisions, the portfolio manager relies on the investment adviser’s research staff. 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’s holdings will represent a number of different industries, and less than 25% of the Portfolio’s total assets will be invested in any one industry. ^

Small-Cap Value Portfolio normally will invest primarily in value stocks of small-cap companies. Value stocks are common stocks that, in the opinion of the investment adviser, are undervalued or inexpensive relative to the overall stock market based on one or more measures of value. Small-cap companies are companies with market capitalizations comparable to companies included in the Standard & Poor’s SmallCap 600 Index. Normally at least 80% of net assets will be invested in small-cap companies. The Portfolio’s holdings will represent a number of different industries, and less than 25% of the Portfolio’s total assets will be invested in any one industry.

Value stocks may be undervalued in relation to the overall market due to adverse economic conditions or other near-term difficulties that cause them not to achieve their expected financial potential. Undervaluation may also arise because companies are misunderstood by investors or because they are out of step with favored market themes. Investment decisions are made primarily on the basis of fundamental research. In selecting stocks, the portfolio manager considers (among other factors) a company’s earnings or cash flow capabilities, the strength of the company’s business franchises, the strength of management and estimates of the company’s net value. While stocks generally are acquired with the expectation of being held for the long term, securities may be sold if, in the opinion of the investment adviser, the price moves above a fair level of valuation, the company’s fundamentals deteriorate or to realize tax losses.

Tax-Managed Growth Portfolio (“Growth Portfolio” ^ ). Growth Portfolio’s investment objective is to achieve long-term, after-tax returns for its shareholders through investing in a diversified portfolio of equity securities. Growth Portfolio invests in a broadly diversified selection of equity securities, emphasizing common stocks of growth companies that are considered to be high in quality and attractive in their long-term investment prospects. Under normal market conditions, the Growth Portfolio will invest primarily in common stocks. The ^ Growth Portfolio employs a "growth at a reasonable price" investing style seeking to ^ acquire companies that the portfolio managers believe are ^ reasonably priced in relation to their fundamental value ^ . In making investment decisions, the portfolio ^ managers rely upon the investment adviser’s research staff. Management of Growth Portfolio involves consideration of numerous factors (such as potential for price appreciation, risk/ ^ return and the mix of securities held by the Portfolio). Many of these considerations are subjective. Stocks generally are acquired with the expectation of being held for the long-term. ^ The Portfolio’s holdings will represent a number of different industries, and less than 25% of the Portfolio’s total assets will be invested in any one industry. ^ A security may be ^ sold when the portfolio managers believe it is fully valued, the fundamentals of a company deteriorate, a stock’s price falls below its acquisition cost, management fails to execute its strategy or to ^ pursue more ^ attractive investment options .

The portfolio managers may seek stocks that pay dividends that qualify for long-term capital gains tax treatment ("tax-favored dividends"). As the result of tax laws enacted in May 2003, tax-favored dividends are subject to the federal long-term capital gains rate (maximum of 15%), rather than the tax rate applicable to ordinary income (maximum of 35%), provided certain holding period and other conditions are satisfied. In addition to investing in stocks that pay tax-favored dividends, the Portfolio may invest a portion of its assets in stocks and other securities that generate income taxable at ordinary income rates. For any year, so long as the Portfolio’s fully taxable ordinary income and net realized short-term gains are offset by expenses of the Portfolio, all of the Portfolio’s income distributions would be characterized as tax-favored dividends. There can be no assurance that a portion of the Portfolio’s income allocated to the Fund will not be taxable at

21


ordinary income rates. The provisions of the Internal Revenue Code applicable to tax-favored dividends are effective for taxable years beginning on or before December 31, 2010.

Value Portfolio normally will invest primarily in value stocks. Value stocks are common stocks that, in the opinion of the investment adviser, are inexpensive or undervalued relative to the overall stock market. In selecting stocks, the portfolio manager considers (among other factors) a company’s earnings or cash flow capabilities, dividend prospects, the tax treatment of dividends, the strength of the company’s business franchises and estimates of the company’s net value. Value stocks may be undervalued in relation to the overall market due to adverse economic conditions or other near-term difficulties that cause them not to achieve their expected financial potential. Undervaluation may also arise because companies are misunderstood by investors or because they are out of step with favored market themes. The Value Portfolio’s holdings will represent a number of different industries, and no more than 25% of the Portfolio’s total assets will be invested in any one industry.

The portfolio manager may seek stocks that pay dividends that qualify for long-term capital gains tax treatment ("tax-favored dividends"). As the result of tax laws enacted in May 2003, tax-favored dividends are subject to the federal long-term capital gains rate (maximum of 15%), rather than the tax rate applicable to ordinary income (maximum of 35%), provided certain holding period and other conditions are satisfied. In addition to investing in stocks that pay tax-favored dividends, the Portfolio may invest a portion of its assets in stocks and other securities that generate income taxable at ordinary income rates (including real estate investment trusts). For any year, so long as the Portfolio’s fully taxable ordinary income and net realized short-term gains are offset by expenses of the Portfolio, all of the Portfolio’s income distributions would be characterized as tax-favored dividends. There can be no assurance that a portion of the Portfolio’s income allocated to the Fund will not be taxable at ordinary income rates. The provisions of the Internal Revenue Code applicable to tax-favored dividends are effective ^ for taxable years beginning on or before December 31, 2010 .

The portfolio manager seeks to build and maintain an investment portfolio of value stocks that will perform well over the long term on an after-tax basis. Investment decisions are made primarily on the basis of fundamental research. The portfolio manager utilizes information provided by, and the expertise of, the investment adviser’s research staff in making investment decisions. Management of the portfolio involves consideration of numerous factors (such as earnings and cash flow capabilities). Many of these considerations are subjective. While stocks generally are acquired with the expectation of being held for the long term, securities may be sold if, in the opinion of the investment adviser, the price moves above a fair level of valuation, the company’s fundamentals deteriorate or to realize tax losses.

Common Investment Practices

^ Each 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. ^ Tax-Managed Dividend Income Fund seeks to achieve ^ favorable after-tax returns in part by minimizing the taxes incurred by shareholders in connection with the ^ Fund ’s investment income and realized capital gains. Fund distributions that are taxed as ordinary income are minimized for Tax-Managed Dividend Income Fund by investing principally in common and preferred stocks that pay tax-favored dividends and for the Portfolios by investing principally in stocks and for Tax-Managed Dividend Income Fund and the Portfolio’s by generally avoiding income taxable as ordinary income and net realized short-term capital gains in excess of expenses. 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(s) 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(s) 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, each Portfolio and Tax-Managed Dividend Income Fund may use various hedging techniques (such as the purchase and sale of futures contracts on stocks and stock indexes and options thereon, the purchase of put options and the sale of call options on securities held, equity swaps, covered short sales, forward sales of stocks and the purchase and sale of forward currency exchange contracts and currency futures). By using these techniques rather than selling appreciated securities, ^ a Portfolio and Tax-Managed Dividend Income Fund can, with certain limitations, 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 a Portfolio and Tax-Managed Dividend Income Fund to enhance returns or as a substitute for the purchase or sale of securities. Dividends received on securities with respect to which ^ a Fund is obligated to make payments (pursuant to short sales or otherwise) will be treated as fully taxable ordinary income.

The use of derivatives is highly specialized and engaging in derivative transactions for purposes other than hedging is speculative. The built-in leverage inherent to many derivative instruments can result in losses that substantially exceed

22


the initial amount paid or received by a ^ Portfolio or Tax-Managed Dividend Income Fund . Equity swaps, over-the-counter options and forward sales are private contracts in which there is a risk of loss in the event of a counterparty’s default. In a covered short sale, a Portfolio and Tax-Managed Dividend Income Fund may be forced to deliver appreciated stock to close the short position, causing a recognition of gain ^ . Each Portfolio or Tax-Managed Dividend Income Fund normally intends to deliver newly acquired stock to close a short position. 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. These transactions are subject to special tax rules that could affect the amount, timing and character of distributions to shareholders. Derivative hedging transactions may not be effective because of imperfect correlation and other factors. As a general matter, dividends received on hedged stock positions are fully taxable as ordinary income.

International Equity Portfolio primarily invests in foreign ^ securities, the other Eaton Vance Tax-Managed Portfolios may invest up to 25% of total assets in foreign securities and Tax-Managed Dividend Income Fund may invest up to 35% of total assets in foreign securities. Foreign securities may be located in established or 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, each Portfolio and Tax-Managed Dividend Income Fund may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges 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 a Portfolio’s 25% limitation on investing in foreign securities (if applicable ^ ) or to Tax-Managed Dividend Income Fund’s 35% limitation on investing in foreign securities . Depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include the political and economic risks of the underlying issuer’s country.

^ Each Portfolio and Tax-Managed Dividend Income Fund may invest in real estate investment trusts ("REITs"), and therefore, is subject to the special risks associated with real estate. Securities of companies in the real estate industry are sensitive to factors such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types. Each Portfolio, except Small-Cap Growth Portfolio and Value Portfolio, will not invest more than 5% of its net assets in REITs.

Each Portfolio and Tax-Managed Dividend Income Fund may also invest in pooled investment vehicles, such as exchange-traded funds. When so invested, such Fund will bear its allocable share of expenses of the investment in addition to Fund or Portfolio expenses.

Many emerging and small companies may be in the early stages of their development, may be 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. There is generally less publicly available information about emerging companies than for larger, more established companies. Stocks of these companies frequently have less trading volume than stocks of more established companies making them more volatile and potentially more difficult to value. In addition, transactions in emerging company securities may be subject to higher costs than transactions in the securities of larger, more established companies. Stocks of emerging and small companies are more vulnerable to adverse developments than stocks of larger companies.

Each Portfolio and Tax-Managed Dividend Income Fund 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 or Tax-Managed Dividend Income Fund illiquidity if eligible buyers become uninterested in purchasing them.

Each Portfolio and Tax-Managed Dividend Income 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

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of rights in the securities loaned if the borrower of the securities fails financially. Loans will only ^ be made to firms that have been approved by the investment adviser. The investment adviser or the securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned ^ . Distributions of any income realized from securities loans will be taxable as ordinary income. ^ Each Portfolio and Tax-Managed Dividend Income Fund may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law. ^

Each Portfolio and Tax-Managed Dividend Income Fund may borrow amounts up to one-third of the value of its total assets (including borrowings), 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. Such borrowings would result in increased expense to a Fund and, while they are outstanding, would magnify increases or decreases in the value of Fund shares. ^ Each Portfolio and Tax-Managed Dividend Income Fund may not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets. During unusual market conditions, each Portfolio and Tax-Managed Dividend Income Fund may temporarily invest up to 100% (65% in the case of Growth Portfolio) of its assets in cash or cash equivalents, which may be inconsistent with the Fund’s investment objective (s) . A Portfolio and Tax-Managed Dividend Income Fund might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or in the Statement of Additional Information. While at times a Portfolio and Tax-Managed Dividend Income Fund may use alternative investment strategies in an effort to limit losses, it may choose not to do so.

As noted above a portfolio manager may sell securities, and when employing dividend capture strategies for Tax-Managed Dividend Income Fund, to realize capital losses that can be used to offset capital gains. Use of this tax management strategy will increase portfolio turnover rate and the trading costs incurred. Higher trading costs may reduce returns.

Each Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. Following purchases of fund shares, ReFlow then generally redeems those shares when the fund experiences net sales, at the end of a maximum holding period prescribed by ReFlow or at other times at ReFlow’s discretion. ReFlow will periodically redeem its entire share position in a Fund and request that such redemption be met in kind in accordance with the Fund’s redemption in kind policies described under “Redeeming Shares” below. For use of the ReFlow service, a fund pays a fee to ReFlow each time it purchases fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction among participating mutual funds. The minimum fee rate is 0.15% of the value of the fund shares purchased by ReFlow. Such fee is allocated among a fund’s share classes based on relative net assets. ReFlow’s purchases of fund shares through the liquidity program are made on an investment-blind basis without regard to the fund’s objective, policies or anticipated performance. ReFlow will purchase Class A shares at net asset value and will not be subject to any sales charge or investment minimum applicable to such shares. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a fund.

Considerations of Investing in a Portfolio. Investing in an established Portfolio enables Tax-Managed Equity Asset Allocation Fund to participate in a larger and more diversified investment portfolio than if the Fund pursued its investment program on a standalone basis. Securities with large accumulated gains may constitute a substantial portion of the assets of a Portfolio. Investing in a Portfolio does not expose a Fund to potential tax liability either for unrealized Portfolio gains accrued prior to the Fund’s initial investment therein or for precontribution gains on securities contributed to the Portfolio. If securities purchased by a Portfolio prior to a Fund’s initial investment therein are sold, gains attributable to the period before the Fund’s initial investment in the Portfolio will be allocated to other investors in the Portfolio, and not to the Fund. If securities contributed to a Portfolio (either before or after a Fund’s initial investment therein) are sold, gains accumulated prior to their contribution will be allocated to the contributing investor, and not to the Fund or other investors in the Portfolio. Growth Portfolio follows the practice of distributing securities to meet redemptions by investors in the Portfolio that contributed securities. Growth Portfolio’s ability to select the securities used to meet redemptions generally is limited. These limitations could affect the performance of Growth Portfolio, and, indirectly, Tax-Managed Equity Asset Allocation Fund. Other Portfolios may, in the future, use distributions of securities to meet redemptions by investors in the Portfolio that contributed securities.

Tax-Managed Dividend Income Fund’s investment policies include a fundamental investment provision allowing the Fund to invest substantially all of its investable assets in one or more open-end management investment companies having

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substantially the same investment policies and restrictions as the Fund. Any such company or companies would be advised by the Fund’s investment adviser (or an affiliate) and the Fund would not pay directly any advisory fee with respect to the assets so invested. The Fund will indirectly bear its proportionate share of any management fees paid by investment companies in which it invests in addition to the advisory fee paid by the Fund. The Fund may initiate investments in one or more investment companies at any time without shareholder . Tax-Managed Dividend Income Fund may also invest in other investment companies as described in the Statement of Additional Information.

Management and Organization

Management. Each 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, MA 02109. Tax-Managed Dividend Income Fund’s and Tax-Managed Equity Asset Allocation Fund’s investment adviser is Eaton Vance. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its subsidiaries currently manage over ^ $130 billion on behalf of mutual funds, institutional clients and individuals. Each investment adviser manages investments pursuant to an investment advisory agreement. Information about advisory fees and portfolio managers is set forth below.

^

Eaton Vance serves as the administrator of each Fund, providing each Fund with administrative services and related office facilities. In return, each Fund (except Tax-Managed International Equity Fund and Tax-Managed Small-Cap Growth Fund) is authorized to pay Eaton Vance an annual fee of 0.15% of average daily net assets. For the fiscal year ended October 31, 2006, each Fund (except Tax-Managed Dividend Income Fund, Tax-Managed International Equity Fund and Tax-Managed Small-Cap Growth Fund) paid Eaton Vance administration fees of 0.15% of average daily net assets. Tax-Managed Dividend Income Fund changed its fiscal year end from April 30 to October 31. For the period ended October 31, 2006, Tax-Managed Dividend Income Fund paid Eaton Vance administration fees equal to 0.15% of average daily net assets on an annualized basis. Eaton Vance receives no compensation for serving as the administrator of Tax-Managed International Equity Fund and Tax-Managed Small-Cap Growth Fund.

Each Fund’s most recent shareholder report provides information regarding the basis for the Trustees’ approval of the Fund’s investment advisory and, if applicable, sub-advisory agreement.

Tax-Managed Dividend Income Fund. Under Tax-Managed Dividend Income Fund’s investment advisory agreement, Eaton Vance receives a monthly advisory fee equal to 0.650% annually of the average daily net assets of the Fund up to $500 million. On net assets of $500 million and over the annual fee is reduced. For the fiscal year ended April 30, 2006, the Fund paid Eaton Vance advisory fees equal to 0.650% of its average daily net assets. For the period ended October 31, 2006, the Fund paid Eaton Vance advisory fees equal to 0.61% of its average daily net assets on an annualized basis.

Judith A. Saryan and Michael R. Mach have served as portfolio managers of the Fund since it commenced operations, Aamer Khan has served as a portfolio manager of the Fund since September 2005 and Thomas H. Luster has served as a portfolio manager of the Fund since July 2006. Ms. Saryan, Mr. Mach and Mr. Luster manage other Eaton Vance portfolios, have managed Eaton Vance portfolios for more than five years, and are Vice Presidents of Eaton Vance and BMR. Mr. Khan manages other Eaton Vance portfolios, and has been an analyst at Eaton Vance for more than five years. He is a Vice President of Eaton Vance and BMR.

Tax-Managed Equity Asset Allocation Fund. Under Tax-Managed Equity Asset Allocation Fund’s investment advisory agreement, Eaton Vance receives a monthly advisory fee equal to 0.80% annually of the average daily net assets of the Fund up to $500 million. On net assets of $500 million and over the annual fee is reduced. The advisory fee payable by the Fund is reduced by the Fund’s allocable portion of the advisory fees paid by the Portfolios in which it invests. For the fiscal year ended October 31, ^ 2006 , the Fund paid advisory fees (including its allocable portion of Portfolio advisory fees) equivialent to 0.^ 79 % of its average daily net assets.

Duncan W. Richardson has served as portfolio manager of the Tax-Managed Equity Asset Allocation Fund since operations commenced. He has managed Eaton Vance portfolios for more than five years, is Executive Vice President and Chief Equity Investment Officer of Eaton Vance and BMR, and also manages Growth Portfolio and other Eaton Vance portfolios.

International Equity Portfolio. Under International Equity Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 1.00% 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. Pursuant to a sub-advisory agreement, BMR has delegated the investment management of the Portfolio to Eagle Global Advisors, L.L.C. ("Eagle"), a registered investment adviser. Eagle is located at 5847 San Felipe, Suite 930, Houston, TX 77057. BMR pays Eagle a portion of the advisory fee for sub-advisory

25


services provided to the Portfolio. For the fiscal year ended October 31, ^ 2006 , International Equity Portfolio paid BMR advisory fees equivalent to 1.00% of its average daily net assets. For the same period, BMR paid Eagle sub-advisory fees equivalent to 0.50% of International Equity Portfolio’s average daily net assets.

Edward R. Allen, III and Thomas N. Hunt, III have served as the portfolio managers of International Equity Portfolio since May 2004. Messrs. Allen and Hunt are each partners at Eagle and have been employed by Eagle for more than five years.

Mid-Cap Core Portfolio. Under Mid-Cap Core Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.80% 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. Pursuant to a sub-advisory agreement, BMR has delegated the investment management of the Portfolio to Atlanta Capital Management Company, LLC, a majority-owned subsidiary of Eaton Vance (“Atlanta Capital”). Atlanta Capital is located at 1349 W. Peachtree Street, 2 Midtown Plaza, Suite 1600, Atlanta, GA 30309. BMR pays Atlanta Capital a portion of the advisory fee for sub-advisory services provided to the Portfolio. For the fiscal year ended October 31, ^ 2006 , Mid-Cap Core Portfolio paid BMR advisory fees equivalent to 0.80% of its average daily net assets. For the same period, BMR paid Atlanta Capital sub-advisory fees equivalent to 0.55% of Mid-Cap Core Portfolio’s average daily net assets.

The day-to-day management of Mid-Cap Core Portfolio is the responsibility of a team of ^ three portfolio managers from Atlanta Capital. The team consists of William O. Bell, IV, William R. Hackney, III and Marilyn Robinson Irvin. Mr. Bell, Vice President and Principal of Atlanta Capital, Mr. Hackney, Managing Partner and member of the Executive Committee of Atlanta Capital and Ms. Irvin, Senior Vice President and Principal of Atlanta Capital, have been employed by Atlanta Capital for more than five years and manage other Atlanta Capital investment portfolios.

Multi-Cap Opportunity Portfolio. Under Multi-Cap Opportunity Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.65% 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. For the fiscal year ended ^ October 31, 2006 , Multi-Cap Opportunity Portfolio paid BMR advisory fees equivalent to 0.65% of its average daily net assets.

Arieh Coll has served as portfolio manager of Multi-Cap Opportunity Portfolio since operations commenced. Mr. Coll has been managing Eaton Vance portfolios for more than five years, is a Vice President of Eaton Vance and BMR and also manages other Eaton Vance portfolios.

Small-Cap Growth Portfolio. Under Small-Cap Growth Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal 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. For the fiscal year ended October 31, ^ 2006 , Small-Cap Growth Portfolio paid BMR advisory fees equivalent to 0.625% of its average daily net assets.

Nancy B. Tooke has served as portfolio manager of Small-Cap Growth Portfolio since February 2006. She has been employed by Eaton Vance since January 2006, is a Vice President of Eaton Vance and BMR and also manages other Eaton Vance portfolios. Prior to joining Eaton Vance, Ms. Tooke was senior managing director and small-and mid-cap core portfolio manager of ForstmannLeff Associates in Boston. She worked for Schroders PLC from 1994-2004 as executive vice president and portfolio manager of their small- and mid-cap value mutual funds and institutional client accounts.

Small-Cap Value Portfolio. Under Small-Cap Value Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 1.00% 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. Pursuant to a sub-advisory agreement, BMR has delegated the investment management of the Portfolio to Fox Asset Management LLC, a majority-owned subsidiary of Eaton Vance (“Fox”). Fox is located at 331 Newman Springs Road - Suite 122, Red Bank, NJ 07701. BMR pays Fox a portion of the advisory fee for sub-advisory services provided to the Portfolio. For the fiscal year ended October 31, ^ 2006 , Small-Cap Value Portfolio paid BMR advisory fees equivalent to 1.00% of its average daily net assets. For the same period, BMR paid Fox sub-advisory fees equivalent to 0.75% of Small-Cap Value Portfolio’s average daily net assets.

Small-Cap Value Portfolio is managed by a team of ^ three portfolio managers from Fox led by ^ Gregory R . ^ Greene . Mr^. ^Greene has served as ^portfolio manager since March 1, 2006. Mr. Greene is a Managing Director of Fox, manages other Fox investment portfolios and has been employed by Fox for more than five years. The other members of their investment team are J. Bradley Ohlmuller and ^ Robert J . ^ Milmore . Mr. Ohlmuller is a Principal of Fox and member of the firm’s Investment Committee. Prior to 2004, he was a Vice President and research analyst at Goldman Sachs & Co., where he co-covered the healthcare facilities sector^. Mr. ^ Milmore is ^ an Assistant Vice President of Fox and has been a member of its Research Group since November 2005 and ^ a member of the ^ firm’s Investment Committee since October 2006 . Previously, ^ Mr. Milmore was a ^ Manager of International Treasury at ^ Cendant Corporation.

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Value Portfolio. Under Value Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.65% annually of the average daily net assets of the Portfolio up to $500 million, 0.625% of average daily net assets of $500 million but less than $1 billion and 0.600% of average daily net assets of $1 billion and over. Pursuant to a fee reduction agreement effective March 27, 2006, the fee is reduced as follows: 0.600% of average daily net assets of $1 billion but less than $2 billion; 0.575% of average daily net assets of $2 billion but less than $5 billion; and 0.555% of average daily net assets of $5 billion and over. For the fiscal year ended October 31, ^ 2006 , the Value Portfolio paid BMR advisory fees equivalent to 0. ^ 65 % of its average daily net assets.

Michael R. Mach has served as the portfolio manager of Value Portfolio since operations commenced. Mr. Mach has been managing Eaton Vance portfolios for more than five years, is a Vice President of Eaton Vance and BMR and also manages other Eaton Vance portfolios.

The Statement of Additional Information provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of Fund ^ shares with respect to which that portfolio manager has management responsibilities.

Eaton Vance also serves as the sub-transfer agent for each Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs in the performance of sub-transfer agency services. This fee is paid to Eaton Vance by a Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

Organization. Each Fund is a series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust. Each 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 Funds do not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval). As an investor in a Portfolio, a Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, ^ a 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. Each Fund can withdraw from ^ a Portfolio at any time without shareholder approval.

Because the Funds use this combined prospectus, a Fund could be held liable for a misstatement or omission made about another Fund. The Trust’s Trustees considered this risk in approving the use of a combined prospectus.

Valuing Shares

Each 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 ^ (plus a sales charge for Class A shares), which is derived from the value of portfolio holdings . 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. Each Fund may accept purchase and redemption orders as of the time of their receipt by certain investment dealers (or their designated intermediaries).

The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments ^ . For International Equity Portfolio, Mid-Cap Core Portfolio and Small-Cap Value Portfolio, the investment adviser has delegated daily valuation of each Portfolio to a sub-adviser. Pursuant to the procedures, exchange-listed securities normally are valued at closing sale prices. The investment adviser and sub-adviser ^ may use the fair value of a security if market prices are unavailable or deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before a ^ Portfolio or Tax-Managed Dividend Income Fund values its assets that would materially affect net asset value. In addition, for foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign securities trade on days when Fund shares are not priced, ^ the value of securities held by a Fund can change on days when Fund shares cannot be redeemed. The investment adviser expects to fair value domestic securities in limited circumstances, such as when the securities are subject to restrictions on resale. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

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Purchasing Shares

You may purchase shares through your investment dealer or by mailing an account application form to the transfer agent (see back cover for address). You may request an account application by calling 1-800-262-1122. Your initial investment must be at least $1,000.

After your initial investment, additional investments ^ 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 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, certain group purchase plans (including ^ tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers), the Reflow liquidity program and for persons affiliated with Eaton Vance and certain Fund service ^ providers (as described in the Statement of Additional Information) .

Purchase orders will be executed at the net asset value next determined after their receipt by a Fund. A Fund or your investment dealer must receive your purchase order no later than the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern time) in order for your purchase to be effected at that day’s net asset value. 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. Each Fund may suspend the sale of its shares at any time and any purchase order may be refused.

Restrictions on Excessive Trading and Market Timing. The Funds are not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

Because International Equity Portfolio will invest primarily in foreign securities and the other Portfolios and Tax-Managed Dividend Income Fund may invest up to 25% and 35%, respectively, of their total assets in foreign securities, each Fund may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. In addition, a fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including certain securities that may be held by a Fund, such as restricted securities and certain small and mid-cap companies) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see "Valuing Shares"). The use of fair value pricing, the redemption fee applicable to Class A shares of Tax-Managed International Equity Fund, and the restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Funds.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than two round-trip exchanges (exchanging from one fund to another fund and back again) within 12 months, it will be deemed to constitute market timing or excessive trading. Under the policies, each Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. Each Fund and its principal underwriter cannot ensure that they will be able to identify all cases of market timing and excessive trading, although they believe they have adequate procedures in place to attempt to do so. Each Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in each Fund are inherently

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subjective and will be made in a manner believed to be in the best interest of a Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing^ . Investments in each Fund by Reflow in connection with the Reflow liquidity program (which is described under "Investment Objectives & Principal Policies and Risks" above) are not subject to the two round trip limitation.

The Funds and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to a Fund. Each Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to ^ each Fund. Such policy may be more or less restrictive than a Fund’s policy. Each Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Funds or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class. Each Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:

Each investor’s considerations are different. You should speak with your investment dealer to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Funds.

Class A shares are offered at net asset value plus a front-end sales charge of up to 5.75% . This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $50,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Purchases of Class A shares of Tax-Managed International Equity Fund are subject to a 1% redemption fee if redeemed within 90 days of settlement of purchase. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets. Returns on Class A shares are generally higher than returns on Class B or Class C shares because Class A has lower annual expenses than those classes.

Class B shares are offered at net asset value with no front-end sales charge. If you sell your Class B shares within six years of purchase, you generally will be subject to a contingent deferred sales charge or “CDSC”. The amount of the CDSC applicable to a redemption of Class B shares decreases over six years, as described in the CDSC schedule in “Contingent Deferred Sales Charge” under “Sales Charges” below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See “CDSC Waivers” under “Sales Charges” below. Class B shares pay distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class B shares are generally lower than returns on Class A shares because Class B has higher annual expenses than Class A. Class B shares automatically convert to Class A shares eight years after their purchase. Because the sales charge applicable to Class A shares is reduced for larger purchases and Class A has lower operating expenses, purchasing Class B shares may not be appropriate if you are investing a large amount.

Orders for Class B shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $100,000 or more. Investors considering cumulative purchases of $100,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $100,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within ^ 12 months of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay

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distribution fees and service fees equal to 1.00% annually of average daily net assets. Returns on Class C shares are generally lower than returns on Class A shares because Class C has higher annual expenses than Class A.

Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all ^ Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of ^shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their investment dealer.

Payments to Investment Dealers. In connection with sales of Fund shares, an investment dealer may receive sales charges and Fund distribution and service fees as described below. Sales charges, distribution fees and service fees paid to investment dealers vary by share class. In addition, the principal underwriter, out of its own resources, may make cash payments to certain investment dealers who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in ^specialized selling programs. Payments made by the principal underwriter to an investment dealer may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that investment dealer. Investment dealers also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to investment dealers to the extent permitted by applicable laws and regulations.

Certain investment dealers that maintain “street name” or omnibus accounts provide sub-accounting, recordkeeping and/ or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

Sales Charges

Class A 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:

    Sales Charge*
as Percentage of
Offering Price
  Sales Charge*
as Percentage of
Net Amount Invested
  Dealer Commission
as a Percentage of
Offering Price
       
Amount of Purchase       

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**           ^ 1.00%  

* Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.
** 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 redemptions within ^ 18 months of purchase.

^
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 and through the Eaton Vance Supplemental Retirement Account .

Reducing or Eliminating Class A 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. To receive a reduced sales charge, you must inform your investment dealer or a Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your investment dealer or the Fund know you are eligible for a reduced sales charge, you may not receive the discount to which you are otherwise entitled.

Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in a Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total of $50,000 or more. Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund,

30


owned by you may be included for this purpose. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in trust or fiduciary accounts (including retirement accounts) or omnibus or “street name” accounts . In addition, shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan may be combined for purposes of the right of accumulation for the plan and its participants . You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

Under a statement of intention, purchases of $50,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. 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. A statement of intention does not obligate you to purchase (or a Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who charge an ongoing fee for advisory, investment, consulting or similar services. Such clients may include individuals, ^ corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans) . Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; ^ to certain fund service providers as described in the Statement of Additional Information; and in connection with the Reflow liquidity program. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details^.

Contingent Deferred Sales Charge. ^Each Class of shares is 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 18 months of purchase. ^Class A shares of Tax-Managed International Equity Fund that are redeemed or exchanged within the first 90 days after the settlement of the purchase will be subject to a 1.00% redemption fee . In addition, Class A shares purchased through the Eaton Vance Supplemental Retirement Account (regardless of the amount of the purchase) are subject to a CDSC equal to 1% if redeemed within one year of purchase and a CDSC of 0.50% if redeemed within two years 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% 

^ CDSCs are 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.

The sales commission payable to investment dealers in connection with sales of Class B and Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. 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-deferred retirement plans. The ^CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

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

Distribution and Service Fees. Class A, Class B and Class C shares have in effect plans under Rule 12b-1 that allow the Funds to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”^ ) and service fees for personal and/or shareholder account servicces . Class B and Class C shares pay distribution fees to the principal underwriter of 0.75%

31


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. The principal underwriter compensates investment dealers on sales of Class B and Class C shares (except exchange transactions and reinvestments) in an amount equal to 4% and 1%, respectively, of the purchase price of the shares. After the first year, investment dealers also receive 0.75% of the value of Class C shares in annual distribution fees. ^ Class B and Class C also pay service fees to the principal underwriter ^equal to 0.25% of average daily net assets annually. ^Class ^ A shares pay distribution and service fees equal to 0.25% of average daily net assets annually. After the sale of shares , the principal underwriter receives the Class A distribution and service fee and the Class B and Class C ^service ^ fee for one year and thereafter investment dealers ^ generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. Distribution and service fees are subject to the limitations contained in the sales charge rule of the National Association of Securities Dealers, Inc.

More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.

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 $100,000 per account (which may include shares of one or 
more Eaton Vance funds) per day by calling ^1-800-262-1122 ^Monday through 
Friday, ^ 8:00 a.m. to ^ 7:00 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. 
   
   
   
   
   
By Wire     If you have given complete written authorization in advance you may request that  
redemption proceeds be wired directly to your bank account. The bank designated  
may be any bank in the United States. The request may be made by calling 1-800-  
262-1122 or by sending a signature guaranteed letter of instruction to the transfer  
agent (see back cover for address). You may be required to pay the costs of such  
transaction; however, no costs are currently charged. A Fund may suspend or  
terminate the expedited payment procedure upon at least 30 days notice.  
   
   
   
   
   
   
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/or redemption fee 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 either to 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^ .

^

32


Meeting Redemptions by Distributing Portfolio Securities. Each Fund generally meets shareholder redemptions in cash, but may, at the request of a redeeming shareholder, meet a redemption in whole or in part by distributing securities withdrawn from the Portfolio or Portfolios in which it invests, as applicable, and as selected by the investment adviser. A shareholder who wishes to receive redemption proceeds in kind must notify the Fund on or before submitting the redemption request by calling 1-866-382-6231. In meeting a redemption in kind, the Fund will distribute readily marketable securities, which will be valued pursuant to the Portfolios’ valuation procedures. Redeeming shareholders who receive securities will be responsible for any brokerage charges and other costs incurred in connection with selling the distributed securities and may be exposed to market risk in such securities. Additional information about redemptions in kind, including the procedures for submitting such redemption requests, is contained in the Funds’ statement of additional information.

Shareholder Account Features

Once you purchase shares, the transfer agent establishes ^ an account for you. ^

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 any class of 
    another Eaton Vance fund chosen by you, subject to the terms of that fund’s 
    prospectus. Before selecting this option, you must obtain a prospectus of the other 
    fund and consider its objectives, risks, and charges and expenses carefully. 

Information about the Funds. From time to time, you may be mailed the following:

•Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, 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.

Each Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information is filed with the SEC or posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Each Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

Withdrawal Plan. ^ You may redeem shares on a regular monthly or quarterly basis by establishing a systematic withdrawal plan. ^ Withdrawals will not be ^ subject to any applicable CDSC if they are, in the aggregate , less than or ^ equal to 12% annually of the greater of either the initial account balance or the current account balance. ^Because purchases of ^ Class A shares are generally subject to an initial sales charge, ^ Class A shareholders should not make withdrawals from their accounts while also making purchases. Because redemptions of ^ Class A shares of Tax-Managed International Equity Fund within 90 days of the settlement of the purchase are subject to a 1% redemption fee (including shares held in individual retirement accounts), shareholders should not make withdrawals pursuant to a Withdrawal Plan during ^ that period.

33


Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund or, in the case of Class B and Class C shares, Eaton Vance Money Market Fund. Exchanges are made at net asset value(subject to any applicable redemption fee). 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 (see back cover for address) 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. As described under “Purchasing Shares”, the exchange privilege may be terminated for market timing accounts or for other reasons.

Reinvestment Privilege. 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 ^ a Fund you redeem ^ from, 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, ^ your purchase will be ^at the next determined net asset value following receipt of your request.

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 ^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 ^ a Fund. ^ If you transfer ^shares in a “street name” account to an account with another investment dealer or to an account directly with ^ a Fund, you ^ should obtain historical information about your shares prior to the transfer. ^

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires each Fund to obtain, verify and record information that identifies each person who opens a Fund account. When you open an account, the transfer agent or your investment dealer will ask you for your name, address, date of birth and other identifying information. You also may be asked to produce a copy of your driver’s license and other identifying documents. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the investment dealer is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122, or write to the transfer agent (see back cover for address).

Tax Information

While each Fund attempts to minimize taxable distributions, there can be no assurance that taxable distributions can be avoided. Distributions of investment income (other than qualified dividend income, which is described below) and net realized short-term capital gains are taxable as ordinary income. ^ For individual shareholders, distributions of qualified dividend income and long-term capital gains are taxable ^ at long-term capital gains rates. Different classes will generally distribute different distribution amounts. Taxes on distributions of capital gains are determined by how long a Portfolio or Tax-Managed Dividend Income Fund owned the investments that generated them, rather than how long a shareholder has

34


owned his or her shares in the Fund. Each Fund expects to pay any required distributions annually. Distributions are taxable whether paid in cash or reinvested in additional Fund shares.

For taxable years beginning on or before December 31, ^ 2010 , distributions of investment income designated by the Fund as derived from "qualified dividend income" ^ are taxed in the hands of ^ individual shareholders at the rates applicable to long-term capital gains provided holding period and other requirements are met at both the shareholder and Fund level.

Investors who purchase shares at a time when a Fund’s net asset value reflects gains that are either unrealized or realized but not distributed, will pay the full price for the shares and then may 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.

Tax-Managed Dividend Income Fund intends to pay dividends monthly and to distribute any net realized capital gains at least annually.

Each Portfolio’s and Tax-Managed Dividend Income Fund’s investments in foreign securities may be subject to foreign withholding taxes, which would decrease a 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 the Portfolios (other than International Equity Portfolio as described below) or Tax-Managed Dividend Income Fund . In addition, investments in foreign securities or foreign currencies may increase or accelerate a Fund’s recognition of ordinary income and may affect the timing or amount of a Fund’s distributions.

Tax-Managed International Equity Fund intends to file an election each year which would require Fund shareholders to include in gross income their pro rata share of qualified foreign income taxes paid by the Fund (even though such amounts are not received by the shareholders) and could allow Fund shareholders, provided certain requirements are met, to use their pro rata portion of such foreign income taxes as a foreign tax credit against their federal income taxes or, alternatively, for shareholders who itemize their tax deductions, to deduct their portion of the Fund’s foreign taxes paid in computing their taxable federal income.

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

35


Financial Highlights

The financial highlights are intended to help you understand a Fund’s financial performance for the periods indicated. Certain information in the tables reflect the financial results for a single Fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in ^ a Fund (assuming reinvestment of all distributions and not taking into account a sales charge). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The ^ reports of Deloitte & Touche LLP and each Fund’s financial statements are incorporated herein by reference and included in the annual report, which is available on request.

^

    Eaton Vance Tax-Managed Dividend Income Fund

    Period Ended   Year Ended

    October 31, 2006 (8)   April 30, 2006   April 30, 2005

          Class A       Class B           Class C       Class A         Class B         Class C       Class A         Class B         Class C  

Net asset value - Beginning of period     $ 12.990         $ 12.960     $12.960     $11.820          $11.790     $ 11.800     $10.640       $10.630     $10.630  
                                                       
Income (loss) from operations  
Net investment income (2)     $ 0.239         $ 0.200     $0.192         $0.922          $ 0.801     $ 0.817         $0.743       $ 0.648     $0.653  
Net realized and unrealized gain           0.534         0.526           0.534         0.889           0.919           0.893         0.989       0.986           0.991  
Total income from operations     $ 0.773         $ 0.726     $ 0.726         $1.811          $ 1.720     $ 1.710         $1.732       $ 1.634     $1.644  
                                                       
Less distributions  
From net investment income     $ (0.363)         $ (0.316)     $(0.316)     $(0.641)          $(0.550)     $ (0.550)     $(0.552)       $(0.474)     $(0.474)  
Total distributions     $ (0.363)         $ (0.316)     $(0.316)     $(0.641)       $(0.550)     $ (0.550)     $(0.552)       $(0.474)     $(0.474)  
Net asset value - End of period     $ 13.400         $ 13.370     $13.370     $12.990         $12.960     $ 12.960     $11.820       $11.790     $11.800  
Total Return (3)             6.14%           5.76%             5.76%         15.78%           14.97%           14.87%         16.54%         15.57%           15.66%  
                                                       
Ratios/Supplemental Data  
Net assets, end of period (000’s omitted)     $659,950         $143,731     $490,056     $452,785       $120,272     $350,758     $215,759       $79,871     $185,303  
Ratios (As a percentage of average daily
net assets):
 
                                                       
    Expenses before custodian fee reduction (9)             1.19% (5)           1.94% (5)             1.94% (5)           1.21%             1.96%             1.96%           1.25%           2.00%             2.00%  
    Net expenses after custodian fee reduction (9)             1.19% (5)           1.94% (5)             1.94% (5)           1.21%             1.96%             1.96%           1.25%           2.00%             2.00%  
    Net investment income             3.69% (5)           3.11% (5)             2.98% (5)           7.49%             6.53%             6.65%           6.46%           5.65%             5.69%  
Portfolio Turnover               46%             46%               46%           247%             247%             247%           162%             162%             162%  

(See footnotes on last page.)

36


Financial Highlights (continued) ^

    Eaton Vance Tax-Managed Dividend Income Fund

    Period Ended

    April 30, 2004 (1)

    Class A   Class B   Class C

Net asset value - Beginning of period     $ 10.000         $10.000     $10.000  
             
Income (loss) from operations  
Net investment income (2)     $ 0.500       $0.427     $ 0.432  
Net realized and unrealized gain           0.437       $0.446         0.441  
Total income from operations     $ 0.937       $0.873     $ 0.873  
             
Less distributions  
From net investment income     $ (0.297)         $ (0.243)     $ (0.243)  
Total distributions     $ (0.297)         $ (0.243)     $ (0.243)  
Net asset value - End of period     $ 10.640         $10.630     $10.630  
Total Return (3)             9.44%         8.79%           8.79%  
             
Ratios/Supplemental Data  
Net assets, end of period (000’s omitted)     $104,169         $40,731     $92,329  
Ratios (As a percentage of average daily net assets):                
    Expenses before custodian fee reduction (9)             1.40% (5)         2.15% (5)           2.15% (5)  
    Net expenses after custodian fee reduction (9)             1.40% (5)         2.15% (5)           2.15% (5)  
    Net investment income             5.05% (5)         4.31% (5)           4.34% (5)  
Portfolio Turnover             117%         117%           117%  

(See footnotes on last page.)

37


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Equity Asset Allocation Fund

    Year Ended October 31,

            2006                2005                2004^     

      Class A         Class B         Class C      Class A       Class B        Class C        Class A        Class B       Class C^ 

Net asset value - Beginning of year    $ 12.100     $ 11.800     $ 11.780     $ 10.790     $ 10.600         $10.580         9.930       9.830     $ 9.810
 
Income (loss) from operations                                                         
Net investment income (loss) (2)     $ 0.053     $ (0.042)     $ (0.043)     $ 0.018    $ (0.068)        $ (0.068)        $ 0.002    $ (0.076)    $ (0.076)^ 
Net realized and unrealized gain          2.201           2.126           2.127      1.292    1.268         1.268         0.858        0.846     0.846^ 
Total income from operations    $ 2.254     $ 2.084     $ 2.084     $ 1.310    $ 1.200      $ 1.200        $ 0.860        $ 0.770    $ 0.770^ 
 
Less distributions                                                         
From net realized gain    $ (0.314)     $ (0.314)     $ (0.314)         $—    $ —         $—         $—         $—        $ —
Total distributions    $ (0.314)     $ (0.314)     $ (0.314)         $—    $ —         $—         $—         $—         $—
Net asset value - End of year    $ 14.040     $ 13.570     $ 13.550     $ 12.100     $ 11.800         $11.780         10.790     $ 10.600     $ 10.580
                                                       
Total Return (3)           18.96%           17.98%           18.01%          12.14%         11.32%         11.34%    8.66% (^6)     7.83%^ (6)     7.85% ( 6 )
 
Ratios/Supplemental Data                                                         
Net assets, end of year (000’s omitted)    $247,710     $139,586     $214,009     $169,704    $123,431    $158,138    $134,070    $109,471    $124,779^ 
Ratios (As a percentage of average daily
   net assets): 
                                                       
   Expenses (4) ^ ( 10)             1.40%             2.15%             2.15%            1.43%           2.18%           2.18%           1.46%         2.21%        2.21%^ 
   Net investment income (loss)            0.41%           (0.33)%           (0.34)%            0.15%         (0.59)%         (0.59)%           0.02%        (0.73)%        (0.73)%^ 
Portfolio Turnover of Tax-Managed Value
    Portfolio 
            26%               26%               26%         40%             40%             40%             44%           44%           44%^ 
Portfolio Turnover of Tax-Managed Growth
    Portfolio 
              1%                 1%                 1%          1%               1%               1%               4%             4%             4%^ 
Portfolio Turnover of Tax-Managed International
    Equity Portfolio 
            25%               25%               25%         39%             39%             39%             62%           62%           62%^ 
Portfolio Turnover of Tax-Managed Small-Cap
    Value Portfolio 
            49%               49%               49%         24%             24%             24%             12%           12%           12%^ 
Portfolio Turnover of Tax-Managed Multi-Cap
    Opportunity Portfolio
          181%             181%             181%            217%           217%           217%           239%         239%         239%^ 
Portfolio Turnover of Tax-Managed Mid-Cap
     Core Portfolio 
            55%               55%               55%         53%             53%             53%             42%           42%           42%^ 
Portfolio Turnover of Tax-Managed Small-Cap
     Growth Portfolio 
            99%               99%               99%            223%           223%           223%           282%         282%         282%^ 

(See footnotes on last page.)

38


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Equity Asset Allocation Fund

               Year Ended October 31,                     Period Ended October 31, 

           2003             2002 (1)    

     Class A     Class B     Class C       Class A       Class B       Class C 

Net asset value - Beginning of year    $ 8.190     $ 8.170     $ 8.150     $10.000     $10.000     $10.000  
 
Income (loss) from operations                         
Net investment loss (2)     $ (0.012)    $ (0.077)    $ (0.076)    $ (0.024)    $ (0.065)    $ (0.065) 
Net realized and unrealized gain     1.752     1.737     1.736     (1.786)     (1.765)     (1.785) 
Total income (loss) from operations    $ 1.740     $ 1.660     $ 1.660     $ (1.810   $ (1.830   $ (1.850
Net asset value - End of year    $ 9.930     $ 9.830     $ 9.810     $ 8.190     $ 8.170     $ 8.150  
Total Return (3)        21.25%       20.32%       20.37%     (18.10)%     (18.30)%     (18.50)% 
 
Ratios/Supplemental Data                         
Net assets, end of year (000’s omitted)    $82,868    $79,854    $85,040    $38,528    $31,101    $31,903 
Ratios (As a percentage of average daily net assets):                         
   Expenses (4)^ (10)          1.52%         2.27%         2.27%         1.55% (5)          2.30% (5)          2.30% (5)  
   Net investment loss       (0.14)%       (0.88)%       (0.88)%       (0.43)% (5)        (1.17)% (5)        (1.17)% (5)  
Portfolio Turnover of Tax-Managed Value Portfolio           76%           76%           76%         213%         213%         213% 
Portfolio Turnover of Tax-Managed Growth Portfolio           19%           19%           19%           21%           21%           21% 
Portfolio Turnover of Tax-Managed International Equity Portfolio         100%         100%         100%         128%         128%         128% 
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio           21%           21%           21%             5%             5%             5% 
Portfolio Turnover of Tax-Managed Multi-Cap Opportunity Portfolio         224%         224%         224%         225%         225%         225% 
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio           50%           50%           50%           13%           13%           13% 
Portfolio Turnover of Tax-Managed Small-Cap Growth Portfolio         248%         248%         248%         131%         131%         131% 

(See footnotes on last page.)

39


Financial Highlights (continued)^

    Eaton Vance Tax-Managed International Equity Fund

    Year Ended October 31,

          2006 (2)         2005 (2)            2004 (2)      

      Class A       Class B       Class C      Class A     Class B     Class C     Class A     Class B     Class C 

Net asset value - Beginning of year    $ 8.670     $ 8.230     $ 8.220     $ 7.080     $ 6.770     $ 6.760     $ 6.210     $ 5.980     $ 5.970  
                                               
Income (loss) from operations 
Net investment income (loss)    $ 0.082     $ 0.008     $ 0.009     $ 0.056    $ (0.004)    $ (0.004)    $ 0.026    $ (0.026)    $ (0.025) 
Net realized and unrealized gain (loss)        2.403         2.281         2.287      1.534     1.464     1.464     0.844     0.816     0.815  
Total income (loss) from operations    $ 2.485     $ 2.289     $ 2.296     $ 1.590     $ 1.460     $ 1.460     $ 0.870     $ 0.790     $ 0.790  
                                               
Less distributions 
From net investment income    $ (0.075)     $ (0.009)     $ (0.016)     $ —    —     —     —    $ —    $ — 
Total distributions    $ (0.075)     $ (0.009)     $ (0.016)     $ —    —     —     —    $ —    $ — 
Redemption fees    $ 0.000 (7)     $ 0.000 (7)     $ 0.000 (7)     $0.000^ (7)     $0.000^ (7)     $ 0.000 ^( 7)     $ 0.000 ^ (7)     $0.000^ (7)     $ 0.000 ^ (7)  
Net asset value - End of year    $11.080     $10.510     $10.500     $ 8.670     $ 8.230     $ 8.220     $ 7.080     $ 6.770     $ 6.760  
Total Return (3)         28.85%         27.83%         27.96%        22.46%       21.56%       21.60%       14.01%       13.21%       13.23% 
                                               
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $59,486     $29,214     $28,225     $29,634    $27,861    $18,647    $24,714    $27,546    $17,797 
Ratios (As a percentage of average daily net assets):                                                 
   Expenses before custodian fee reduction (4)           1.67%           2.42%           2.42%          1.89%         2.64%        2.64%        2.08%         2.83%         2.83% 
   Expenses after custodian fee reduction (4)           1.67%           2.42%           2.42%          1.89%         2.64%        2.64%        2.08%         2.83%         2.83% 
   Net investment income (loss)          0.81%           0.08%           0.09%          0.70%       (0.05)%       (0.06)%        0.38%       (0.40)%       (0.39)% 
Portfolio Turnover            25%             25%             25%            39%        39%         39%         62%           62%           62% 

    Eaton Vance Tax-Managed International Equity Fund

    Year Ended October 31,

       2003 (2)         2002 (2)  

     Class A     Class B     Class C     Class A     Class B     Class C^ 

Net asset value - Beginning of year    $ 5.330     $ 5.170     $ 5.160     $ 7.350     $ 7.190     $ 7.180
                       
Income (loss) from operations 
Net investment income (loss)    $ 0.015    $ (0.024)    $ (0.023)    $ (0.044)    $ (0.092)    $ (0.091)^ 
Net realized and unrealized gain (loss)     0.865     0.834     0.833     (1.976)     (1.928)     (1.929)
Total income (loss) from operations    $ 0.880     $ 0.810     $ 0.810     $ (2.020   $ (2.020   $ (2.020 )^ 
Net asset value - End of year    $ 6.210     $ 5.980     $ 5.970     $ 5.330     $ 5.170     $ 5.160
Total Return (3)        16.51%       15.67%       15.70%     (27.48)%     (28.10)%     (28.13)%^ 
                       
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $23,857    $27,764    $18,616    $27,929    $29,610    $21,919^ 
Ratios (As a percentage of average daily net assets):                         
   Expenses before custodian fee reduction (4)          2.09%         2.84%         2.84%         1.82%         2.57%         2.57%^ 
   Expenses after custodian fee reduction (4)          2.09%         2.84%         2.84%         1.82%         2.57%         2.57%^ 
   Net investment income (loss)         0.28%       (0.46)%       (0.44)%       (0.64)%       (1.38)%       (1.38)%^ 
Portfolio Turnover         100%         100%         100%         128%         128%         128%^ 

(See footnotes on last page.)

40


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Mid-Cap Core Fund

    Year Ended October 31,

            2006                    2005                   2004     

      Class A       Class B       Class C         Class A     Class B     Class C     Class A     Class B     Class C 

Net asset value - Beginning of year    $12.360     $12.030     $12.030       $11.270     $11.050     $11.050     $10.670     $10.540     $10.540  
                                               
Income (loss) from operations 
Net investment loss (2)     $ (0.067)     $ (0.161)     $ (0.161)      $ (0.108)    $ (0.194)    $ (0.194)    $ (0.102)    $ (0.182)    $ (0.182) 
Net realized and unrealized gain        1.663         1.617         1.617         1.198     1.174     1.174      0.702      0.692     0.692 
Total income from operations    $ 1.596     $ 1.456     $ 1.456       $ 1.090     $ 0.980     $ 0.980     $ 0.600     $ 0.510     $ 0.510  
                                               
Less distributions 
From net realized gain    $ (0.066)     $ (0.066)     $ (0.066)      —    —     —    $ —    $ —    $ — 
Total distributions    $ (0.066)     $ (0.066)     $ (0.066)     $   —    —     —    $ —    $ —    $ — 
Net asset value - End of year    $13.890     $13.420     $13.420       $12.360     $12.030     $12.030     $11.270     $11.050     $11.050  
Total Return (3)         12.96%         12.15%         12.15%          9.67%         8.87%        8.87%         5.62%         4.84%         4.84% 
                                               
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $17,718     $ 6,577     $ 7,051      $13,761    $ 6,436    $ 6,027    $11,226    $ 5,741    $ 5,450 
Ratios (As a percentage of average daily
    net assets): 
                                               
   Expenses (4)^ (11)           1.70%           2.45%           2.45%          1.70%         2.45%        2.45%         1.70%         2.45%         2.45% 
   Net investment loss        (0.50)%         (1.25)%         (1.25)%         (0.89)%       (1.64)%        (1.64)%       (0.93)%       (1.67)%       (1.68)% 
Portfolio Turnover            55%             55%             55%            53%        53%           53%           42%           42%           42% 

    Eaton Vance Tax-Managed Mid-Cap Core Fund

                 Year Ended October 31,                     Period Ended October 31, 

           2003               2002 (1)      

     Class A     Class B     Class C       Class A       Class B       Class C 

Net asset value - Beginning of year    $ 8.530     $ 8.490     $ 8.490     $10.000     $10.000     $10.000  
                       
Income (loss) from operations 
Net investment loss (2)     $ (0.087)    $ (0.158)    $ (0.157)    $ (0.047)    $ (0.089)    $ (0.090) 
Net realized and unrealized gain (loss)     2.227      2.208     2.207     (1.423)     (1.421)     (1.420) 
Total income (loss) from operations    $ 2.140     $ 2.050     $ 2.050     $ (1.470   $ (1.510   $ (1.510
Net asset value - End of year    $10.670     $10.540     $10.540     $ 8.530     $ 8.490     $ 8.490  
Total Return (3)        25.09%       24.15%       24.15%     (14.70)%     (15.10%)     (15.10)% 
                       
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $ 7,054    $ 4,139    $ 4,056    $ 4,394    $ 1,254    $ 1,575 
Ratios (As a percentage of average daily net assets):                         
   Expenses (4) (11)          1.70%         2.45%         2.45%         1.65% (5)          2.40% (5)          2.40% (5)  
   Net investment loss       (0.93)%       (1.69)%       (1.70)%       (0.80)% (5)        (1.52)% (5)        (1.52)% (5)  
Portfolio Turnover           50%           50%           50%           13%           13%           13% 

(See footnotes on last page.)

41


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

    Year Ended October 31,

          2006 (2)                  2005 (2)                      2004 (2)      

      Class A       Class B       Class C      Class A     Class B     Class C     Class A     Class B     Class C 

Net asset value - Beginning of year    $10.850     $10.350     $10.370     $10.060     $ 9.680     $ 9.700     $ 9.690     $ 9.390     $ 9.410  
                                                   
Income (loss) from operations 
Net investment loss    $ (0.019)     $ (0.096)     $ (0.100)     $ (0.072)    $ (0.146)    $ (0.146)    $ (0.083)    $ (0.153)    $ (0.151) 
Net realized and unrealized gain (loss)        2.144         2.041         2.045      0.862     0.816     0.816     0.453     0.443     0.441 
Total income (loss) from operations    $ 2.125     $ 1.945     $ 1.945     $ 0.790     $ 0.670     $ 0.670     $ 0.370     $ 0.290     $ 0.290  
                                                   
Less distributions 
From net realized gain    $ (0.225)     $ (0.225)     $ (0.225)     $  —    $  —    $   —    $  —    $ —    $ — 
Total distributions    $ (0.225)     $ (0.225)     $ (0.225)     $  —    $  —    $   —    $  —    $ —    $ — 
Net asset value - End of year    $12.750     $12.070     $12.090     $10.850     $10.350     $10.370     $10.060     $ 9.680     $ 9.700  
Total Return (3)         19.84%         19.04%         19.01%          7.85%         6.92%        6.91%         3.82%         3.09%         3.08% 
                                                   
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $25,559     $17,797     $18,224     $21,998    $18,653    $17,058    $23,462    $20,928    $18,373 
Ratios (As a percentage of average daily
   net assets): 
                                                   
   Expenses before custodian fee reduction^ (12)           1.49%           2.24%           2.24%          1.55%         2.30%        2.30%         1.52%         2.27%         2.27% 
   Expenses after custodian fee reduction^ ( 12)           1.49%           2.24%           2.24%          1.55%         2.30%        2.30%         1.52%         2.27%         2.27% 
   Net investment loss        (0.16)%         (0.85)%         (0.89)%        (0.67)%       (1.42)%       (1.42)%       (0.84)%       (1.60)%       (1.57)% 
Portfolio Turnover          181%           181%           181%          217%         217%        217%        239%         239%         239% 

         Eaton Vance Tax-Managed Multi-Cap Opportunity Fund     

               Year Ended October 31,         

         2003 (2)             2002 (2)    

     Class A     Class B     Class C     Class A     Class B     Class C^ 

Net asset value - Beginning of year     $7.250     $7.080     $7.090     $8.380     $8.260    $8.270
                       
Income (loss) from operations 
Net investment loss    $(0.116)    $(0.173)    $(0.172)    $(0.114)    $(0.175)    $(0.175)^ 
Net realized and unrealized gain (loss)     2.556     2.483     2.492     (1.016)     (1.005)    (1.005)
Total income (loss) from operations    $2.440    $2.310    $2.320    $(1.130)    $(1.180)    $(1.180)
Net asset value - End of year    $9.690    $9.390    $9.410     $7.250     $7.080    $7.090
Total Return (3)        33.66%       32.63%       32.72%     (13.48)%    (14.29)%    (14.27)%^ 
                       
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $19,884    $20,868    $15,902    $14,289    $11,939    $11,432^ 
Ratios (As a percentage of average daily net assets):                         
   Expenses before custodian fee reduction^ (12)          1.66%         2.41%         2.41%         1.60%         2.35%     2.35%^ 
   Expenses after custodian fee reduction^ (12)          1.66%         2.41%         2.41%         1.60%         2.35%     2.35%^ 
   Net investment loss       (1.42)%       (2.16)%       (2.16)%       (1.35)%       (2.10)%    (2.10)%^ 
Portfolio Turnover         224%         224%         224%         225%         225%     225%^ 

(See footnotes on last page.)

42


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Small-Cap Growth Fund

    Year Ended October 31,

    2006   2005 2004        

    Class A         Class B         Class C      Class A    Class B      Class C    Class A     Class B     Class C 

Net asset value - Beginning of year     $10.300     $ 9.680     $ 9.650       $ 9.470     $ 8.980     $ 8.940     $ 9.630     $ 9.190     $ 9.160  
 
Income (loss) from operations                                          
Net investment loss (2)     $ (0.073)     $ (0.152)     $ (0.150)       $ (0.105)     $ (0.170)     $ (0.170)     $ (0.107)     $ (0.170)     $ (0.170)  
Net realized and unrealized gain (loss)         2.293         2.162         2.150           0.935         0.870         0.880       (0.053)       (0.040)       (0.050)  
Total income (loss) from operations     $ 2.220     $ 2.010     $ 2.000       $ 0.830     $ 0.700     $ 0.710     $ (0.160)     $ (0.210)     $ (0.220)  
Net asset value - End of year     $12.520     $11.690     $11.650       $10.300     $ 9.680     $ 9.650     $ 9.470     $ 8.980     $ 8.940  
Total Return (3)         21.55%         20.76%         20.72%             8.76%           7.80%           7.94%         (1.66)% (6)         (2.28)% (6)         (2.40)% (6)  
 
Ratios/Supplemental Data  
Net assets, end of year (000’s omitted)     $46,895     $43,053     $26,681       $24,855     $47,222     $18,341     $30,172     $62,553     $25,282  
Ratios (As a percentage of average daily net                                          
assets):                                          
    Expenses before custodian fee reduction (4)           1.41% (13)           2.16% (13)           2.16% (13)             1.44% (13)           2.19% (13)           2.19% (13)           1.37%           2.12%           2.12%  
    Expenses after custodian fee reduction (4)           1.41% (13)           2.16% (13)           2.16% (13)             1.44% (13)           2.19% (13)           2.19% (13)           1.37%           2.12%           2.12%  
    Net investment loss         (0.63)%         (1.40)%         (1.38)%           (1.04)%         (1.79)%         (1.79)%         (1.12)%         (1.87)%         (1.87)%  
Portfolio Turnover of the Portfolio             99%             99%             99%               223%           223%           223%           282%           282%           282%  

            Eaton Vance Tax-Managed Small-Cap Growth Fund      

            Year Ended October 31,          

       2003       2002  

     Class A     Class B     Class C     Class A     Class B     Class C 

Net asset value - Beginning of year       $7.620       $7.330       $7.310       $9.840       $9.540       $9.500  
Income (loss) from operations                          
Net investment loss (2)     $(0.100)     $(0.155)     $(0.154)     $(0.095)     $(0.161)     $(0.161)  
Net realized and unrealized gain (loss)         2.110         2.015         2.004       (2.125)       (2.049)       (2.029)  
Total income (loss) from operations       $2.010       $1.860       $1.850     $(2.220)     $(2.210)     $(2.190)  
Net asset value - End of year       $9.630       $9.190       $9.160       $7.620       $7.330       $7.310  
Total Return (3)         26.38%         25.38%         25.31%       (22.56)%       (23.16)%       (23.05)%  
                       
Ratios/Supplemental Data  
Net assets, end of year (000’s omitted)     $40,514     $82,345     $35,855     $44,208     $81,353     $36,789  
Ratios (As a percentage of average daily net assets):                          
    Expenses (4)           1.43%           2.18%           2.18%           1.24%           1.99%           1.99%  
    Expenses after custodian fee reduction (4)           1.43%           2.18%           2.18%           1.24%           1.99%           1.99%  
    Net investment loss         (1.23)%         (1.98)%         (1.97)%         (1.00)%         (1.75)%         (1.75)%  
Portfolio Turnover of the Portfolio           248%           248%           248%           131%           131%           131%  

(See footnotes on last page.)

43


^ Financial Highlights (continued)

    Eaton Vance Tax-Managed Small-Cap Value Fund

    Year Ended October 31,

            2006                    2005                 2004     

      Class A       Class B       Class C         Class A     Class B     Class C     Class A     Class B     Class C 

Net asset value - Beginning of year    $14.640     $14.260     $14.270         $13.010     $12.770     $12.780     $11.420     $11.290     $11.290  
                                             
Income (loss) from operations 
Net investment loss (2)     $ (0.066)     $ (0.174)     $ (0.174)        $ (0.087)    $ (0.189)    $ (0.189)    $ (0.082)    $ (0.171)    $ (0.171) 
Net realized and unrealized gain (loss)        1.644         1.602         1.602         1.717     1.679      1.679     1.672     1.651     1.661 
Total income from operations    $ 1.578     $ 1.428     $ 1.428         $ 1.630     $ 1.490     $   1.490     $ 1.590     $ 1.480     $ 1.490  
                                               
Less distributions 
From net realized gain    $ (0.818)     $ (0.818)     $ (0.818)      $  —    —     —    $ —    $ —    $ — 
Total distributions    $ (0.818)     $ (0.818)     $ (0.818)      $  —    —     —    $ —    $ —    $ — 
Net asset value - End of year    $15.400     $14.870     $14.880         $14.640     $14.260     $14.270     $13.010     $12.770     $12.780  
Total Return (3)         11.24%         10.45%         10.44%         12.53%       11.67%      11.66%       13.92%       13.11%       13.20% 
                                             
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $15,695     $ 7,033     $ 7,805        $14,303    $ 7,802    6,968    $10,772    $ 7,784    $ 5,179 
Ratios (As a percentage of average daily
  net assets): 
                                               
  Expenses (4) ^ (14)           1.75%           2.50%           2.50%          1.75%         2.50%       2.50%         1.75%         2.50%         2.50% 
  Net investment loss        (0.44)%         (1.20)%         (1.19)%         (0.61)%       (1.36)%      (1.36)%       (0.67)%       (1.41)%       (1.42)% 
Portfolio Turnover of the Portfolio            49%             49%             49%            24%        24%         24%           12%           12%           12% 

                 Eaton Vance Tax-Managed Small-Cap Value Fund     

                 Year Ended October 31,                     Period Ended October 31, 

           2003               2002 (1)      

     Class A     Class B     Class C       Class A       Class B       Class C 

Net asset value - Beginning of year    $ 8.860     $ 8.820     $ 8.820     $10.000     $10.000     $10.000  
                       
Income (loss) from operations 
Net investment loss (2)     $ (0.061)    $ (0.132)    $ (0.131)    $ (0.046)    $ (0.091)    $ (0.092) 
Net realized and unrealized gain (loss)     2.621     2.602     2.601     (1.094)     (1.089)     (1.088) 
Total income (loss) from operations    $ 2.560     $ 2.470     $ 2.470     $ (1.140   $ (1.180   $ (1.180
Net asset value - End of year    $11.420     $11.290     $11.290     $ 8.860     $ 8.820     $ 8.820  
Total Return (3)        28.89%       28.00%       28.00%     (11.40)%     (11.80)%     (11.80)% 
                       
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $ 7,509    $ 5,961    $ 3,870    $ 3,105    $ 2,323    $ 1,862 
Ratios (As a percentage of average daily net assets):                        
   Expenses (4)^( 14)          1.75%         2.50%         2.50%         1.75% (5)          2.50% (5)          2.50% (5)  
   Net investment loss       (0.62)%       (1.36)%       (1.35)%       (0.74)% (5)        (1.47)% (5)        (1.48)% (5)  
Portfolio Turnover of the Portfolio           21%           21%           21%             5%             5%             5% 

(See footnotes on last page.)

44


Financial Highlights (continued)^

    Eaton Vance Tax-Managed Value Fund

    Year Ended October 31,

            2006                2005                   2004     

      Class A       Class B         Class C      Class A     Class B       Class C     Class A     Class B       Class C 

Net asset value - Beginning of year    $ 15.920     $ 14.970     $ 15.370     $ 13.950     $ 13.130     $ 13.470     $ 12.460     $ 11.740     $ 12.050  
                                       
Income (loss) from operations 
Net investmenincome (loss)    $ 0.189     $ 0.073     $ 0.071     $ 0.122    $ 0.018       $ 0.018    $ 0.135    $ 0.035    $ 0.038 
Net realized and unrealized gain (loss)          2.805           2.618           2.694      1.984     1.862      1.915    1.471    1.384    1.412 
Total income (loss) from operations    $ 2.994     $ 2.691     $ 2.765     $ 2.106    $ 1.880      $ 1.933    $ 1.606    $ 1.419    $ 1.450 
                                       
Less distributions 
From net investment income    $ (0.144)     $ (0.031)     $ (0.035)     $ (0.136   $ (0.040   $ (0.033   $ (0.116   $ (0.029   $ (0.030
Total distributions    $ (0.144)     $ (0.031)     $ (0.035)     $ (0.136   $ (0.040   $ (0.033   $ (0.116   $ (0.029   $ (0.030
Net asset value - End of year    $ 18.770     $ 17.630     $ 18.100     $ 15.920     $ 14.970     $ 15.370     $ 13.950     $ 13.130     $ 13.470  
Total Return (3)           18.92%           18.00%           18.02%          15.17%         14.34%        14.37%         12.96%         12.10%         12.05% 
                                       
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $529,073     $250,030     $297,473     $363,527    $239,392    $246,593    $269,908    $227,778    $216,066 
Ratios (As a percentage of average daily
   net assets): 
                                       
   Expenses before custodian fee reduction (4)             1.18%             1.93%             1.93%            1.21%           1.96%         1.96%           1.22%           1.97%           1.97% 
   Expenses after custodian fee reduction (4)             1.18%             1.93%             1.93%            1.21%           1.96%         1.96%           1.22%           1.97%           1.97% 
   Net investment income            1.16%             0.44%             0.43%            0.86%           0.13%         0.12%           1.03%           0.29%           0.29% 
Portfolio Turnover of the Portfolio              26%               26%               26%              40%             40%             40%             44%             44%             44% 

                       Eaton Vance Tax-Managed Value Fund         

             Year Ended October 31,             

           2003                        2002 ^      

     Class A     Class B       Class C       Class A        Class B     Class C^ 

Net asset value - Beginning of year    $ 10.770     $ 10.220     $ 10.490     $ 11.770     $ 11.250     $ 11.550
                                   
Income (loss) from operations 
Net investment income (loss)    $ 0.101    $ 0.017    $ 0.018    $ 0.051    $ (0.034)    $ (0.034)^ 
Net realized and unrealized gain (loss)    1.594    1.503     1.542    1.051)      (0.996)     (1.026)^ 
Total income (loss) from operations    $ 1.695    $ 1.520    $ 1.560    $ (1.000   $ (1.030   $ (1.060 )^ 
                                   
Less distributions 
From net investment income    $ (0.005   $ —    —    —     —    $ —
Total distributions    $ (0.005   $ —    —    —     —    $ —
Net asset value - End of year    $ 12.460     $ 11.740     $ 12.050     $ 10.770     $ 10.220     $10.490
Total Return (3)          15.74%         14.87%         14.87%         (8.50)%         (9.16)%         (9.18)%^ 
                                   
Ratios/Supplemental Data 
Net assets, end of year (000’s omitted)    $211,918    $203,665    $197,385    $181,588    $174,951    $173,306^ 
Ratios (As a percentage of average daily net assets):                                     
   Expenses before custodian fee reduction (4)            1.27%           2.02%           2.02%           1.26%           2.01%           2.01%^ 
   Expenses after custodian fee reduction (4)            1.27%           2.02%           2.02%           1.26%           2.01%           2.01%^ 
   Net investment income           0.91%           0.16%           0.16%           0.44%         (0.31)%         (0.31)%^ 
Portfolio Turnover of the Portfolio             76%             76%        76%           213%           213%           213%^ 

(See footnotes on last page.)

45


   
(1)    For Tax-Managed Dividend Income Fund (all classes) for the period from the start of business May 30, 2003, to April 30, 2004; for Tax-Managed Equity Asset Allocation Fund, Tax-Managed Mid-Cap Core Fund and Tax-Managed Small-Cap Value Fund (all classes) for the period from the start of business, March 4, 2002, to October 31, 2002^. 
   
(2)    Net investment income (loss) per share was computed using average shares outstanding. 
(3)    Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. 
(4)     Includes the Fund’s share of the Portfolio’s allocated expenses. 
(5)    Annualized. 
^ (6)   The effect of the net increase from payments by affiliate and net gains (losses) realized through the Fund's investment in Tax-Managed Small-Cap Growth Portfolio (the Portfolio), realized on the disposal of investments purchased which did not meet the Portfolio's investment guidelines amounted to less than $0.01 per share and had no effect on total return for the year ended October 31, 2004 for all classes of Tax-Managed Equity Asset Allocation Fund and for ^Tax-Managed Small-Cap Growth ^ Fund .^^
(7)     Amounts represent less than $0.0005 per share. 
^      
(8)   For Tax-Managed Dividend Income Fund, for the six month period ended October 31, 2006 (Fund changed its fiscal year end from April 30 to October 31).  
(9)     The investment adviser waived a portion of its advisory fee and/or the administrator subsidized certain operating expenses for each class (equal to 0.01%, 0.01% and 0.07% of average daily net assets for the fiscal years ended April 30, 2006, 2005 and 2004, respectively).
(10)     The investment adviser waived a portion of its investment adviser fee and/or the administrator subsidized certain operating expenses for each class (equal to 0.01%, 0.01% and 0.22% for 2005, 2004 and 2002, respectively).
(11)     The investment adviser waived a portion of its investment advisory fee and the administrator subsidized certain operating expenses for each class (equal to 0.07%, 0.16%, 0.22%, 0.73% and 3.13% of a verage daily net assets for 2006, 2005, 2004, 2003 and 2002, respectively). A portion of the waiver and subsidy was borne by the sub-adviser of the Portfolio.
(12)     Includes the Fund’s share of the Portfolio’s allocated expenses. The Portfolio’s adviser voluntarily waived a portion of its investment advisory fee for each class (equal to 0.01%, 0.01% and 0.07% of average net assets for 2006, 2004 and 2002, respectively).
(13)     The investment adviser waived a portion of its investment advisory fee for each class (equal to less than 0.01% and 0.01% of average daily net assets for 2006 and 2005, respectively).  
(14)     The administrator subsidized certain operating expenses of each class (equal to 0.26%, 0.28%, 0.35%, 0.85% and 2.66% of average daily net assets for the fiscal years ended October 31, 2006, 2005, 2004, 2003 and 2002, respectively). A portion of the subsidy was borne by the sub-adviser and the Portfolio.

46



More Information

About the Funds: 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 each Fund’s investments is available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the past fiscal year. You may obtain free copies of the statement of additional information and the shareholder reports on Eaton Vance’s website at www.eatonvance.com or by contacting the principal underwriter:^

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 each 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, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

About Shareholder Accounts: You can obtain more information from Eaton Vance Shareholder Services (1-800-262-1122). 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 02940-9653
1-800-262-1122

The Fund’s SEC File No. is 811-04015.                                             TMCOMBP 
^1243-3/07     © ^ 2007 Eaton Vance Management 


  STATEMENT OF
ADDITIONAL INFORMATION
March 1, 2007

Eaton Vance Dividend Income Fund
Eaton Vance Equity Research Fund
Eaton Vance International Equity Fund
Eaton Vance Structured Emerging Markets Fund

The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
1-800-262-1122

This Statement of Additional Information (“SAI”) provides general information about the Funds, Dividend Income Portfolio and International Equity Portfolio. Each Fund and Portfolio is a diversified, open-end management company. Each Fund is a series of Eaton Vance Mutual Funds Trust (the “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            Page 
Strategies and Risks     2    Purchasing and Redeeming Shares    26 
Investment Restrictions     8    Sales Charges    27 
Management and Organization    10    Performance        30 
Investment Advisory and Administrative Services    17    Taxes        31 
Other Service Providers    24    Portfolio Securities Transactions    35 
Calculation of Net Asset Value    25    Financial Statements    38 
Appendix A:    Class A Fees, Performance and Ownership    39    Appendix E:    Eaton Vance Funds Proxy Voting Policy and Procedures    44 
Appendix B:    Class C Fees, Performance and Ownership    41    Appendix F:    Investment Adviser Proxy Voting Policies    46 
Appendix C:    Class I Fees, Performance and Ownership    42    Appendix G: Eagle Global Advisors Voting Policies    50 
Appendix D:    Class R Fees, Performance and Ownership    43    Appendix H: Parametric Portfolio Associates Proxy Voting Policy    54 

Although each Fund offers only its shares of beneficial interest, it is possible that a Fund (or Class) might become liable for a misstatement or omission in this SAI regarding another Fund (or Class) because the Funds use this combined SAI. The Trustees of the Trust have considered this factor in approving the use of a combined SAI.

This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Funds’ prospectus dated March 1, 2007, 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.

 

© 2007 Eaton Vance Management


The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “NASD” for the National Association of Securities Dealers, Inc.

STRATEGIES AND RISKS

Primary strategies are defined in the prospectus. The following is a description of the various investment practices that a Fund or Portfolio may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s).

Equity Investments. Equity investments include: common and preferred stocks; equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; convertible preferred stocks and other convertible debt instruments; and warrants.

Foreign Investments. Because foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities 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.

American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) 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 the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. markets, exchange risk. ADRs, EDRs and GDRs 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 or other shareholder rights, and they may be less liquid.

Emerging Markets Investments. A high proportion of the shares of many issuers in emerging market countries (the “Region”) may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment. The prices at which investments may be acquired may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by a Fund or Portfolio in particular securities. In addition, Region securities markets are susceptible to being influenced by large investors trading significant blocks of securities.

Region stock markets are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations. The securities industries in these countries is comparatively underdeveloped. Stockbrokers and other intermediaries in the Region may not perform as well as their counterparts in the United States and other more developed securities markets.

Political and economic structures in many Region countries are undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain of such countries may have, in the past, failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of investments in those countries and the availability of additional investments in those countries. The laws of countries in the Region relating to limited liability of corporate shareholders, fiduciary duties of officers and directors, and the bankruptcy of state enterprises are generally less well developed than or different from such laws in the United States. It may be more difficult to obtain or enforce a judgment in the courts of these countries than it is in the United States. The

2


securities markets in the Region are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Although some governments in the Region have recently begun to institute economic reform policies, there can be no assurances that such policies will continue or succeed.

The risks associated with the securities trading markets in the Region may be more pronounced in certain countries, such as Russia and other Eastern European states.

Foreign Currency Transactions. The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency 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 derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.

Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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 held that are 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. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different currency if the investment adviser determines that there is an established historical pattern of correlation between the two currencies (or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.

Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

Currency swaps involve the exchange of rights to make or receive payments in specified currencies and are individually negotiated. The entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The credit quality of the unsecured senior debt or the claims-paying ability of the other party thereto must be considered to be investment grade by the investment adviser at the time the swap is entered into. The use of currency swaps is a highly specialized activity which involves special investment techniques and risks. If the investment adviser is incorrect in its forecasts of market value and currency exchange rates, Fund performance may be adversely affected.

Derivative Instruments. Derivative instruments (which are instruments that derive their value from another instrument, security, index or currency) may be purchased or sold to enhance return (which may be considered speculative), to hedge against fluctuations in securities prices, market conditions or currency exchange rates, or as a substitute for the purchase or sale of securities or currencies. Such transactions may be in the U.S. or abroad and may include the purchase or sale of futures contracts on securities, securities indices and other indices and options on stock index futures, the purchase of put options and the sale of call options on securities held, equity swaps, the purchase and sale of currency futures and forward foreign currency exchange contracts, equity collars and agreements, sometimes called cost puts. Transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these instruments. In addition, the entire premium

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paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions. Derivative instruments may sometimes increase or leverage exposure to a particular market risk, thereby increasing price volatility of derivative instruments a Fund or Portfolio holds. A Fund or Portfolio’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and a Fund or Portfolio’s assets.

Over-the-counter (“OTC”) derivative instruments, equity swaps and forward sales of stocks 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 to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. 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 use of derivative instruments. Each Fund and Portfolio has claimed an exclusion from the definition of a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act and therefore is not subject to registration as a CPO. The use of derivatives are highly specialized activities that involve skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous to a Fund or Portfolio. Each Fund and Portfolio will engage in transactions in futures contracts and regulated options only to the extent such transactions are consistent with the requirements of the Code for maintaining the qualification of the Fund as a regulated investment company for federal income tax purposes.

Foreign exchange traded futures contracts and options thereon may be used only if the investment adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that are materially greater than the risks associated with trading on CFTC-regulated exchanges.

A put option on a security may be written only if the investment adviser intends to acquire the security. Credit exposure on equity swaps to any one counterparty will be limited to 5% or less of net assets. Call options written on securities will be covered by ownership of the securities subject to the call option or an offsetting option.

Structured Emerging Markets Fund will only enter into futures contracts and futures options which are standardized and traded on U.S. or foreign exchanges, boards of trade or similar entities or quoted on an automated quotation system, or in the case of futures options, for which an established over-the-counter market exists. In addition, Structured Emerging Markets Fund will not write a covered option on any security if after such transaction more than 15% of net assets, as measured by the aggregate value of the securities underlying all written covered calls and puts, would be subject to such options. Options will not be purchased if after such transaction more than 10% of net assets, as measured by the aggregate of all premiums paid for all such options held, would be so invested. Structured Emerging Markets Fund will only enter into futures contracts and futures options which are standardized and traded on U.S. or foreign exchanges, board of trade, or similar entities or quoted on an automated quotation system, or in the case of futures options, for which an established OTC market exists.

Asset Coverage. To the extent required by SEC guidelines, each Fund and Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

Securities Lending. As described in the prospectus, a Fund or Portfolio may seek to earn income by lending portfolio securities to broker-dealers and other institutional investors. Cash collateral received by a Fund or Portfolio in respect of loaned securities is invested in Eaton Vance Cash Collateral Fund, LLC (“Cash Collateral Fund”), a privately offered investment company holding high quality, U.S. dollar denominated money market instruments. As compensation for its services as manager, Eaton Vance is paid a fee at a rate of 0.08% annually of the average daily net assets of Cash Collateral Fund. Eaton Vance pays all of Cash Collateral Fund’s custody, audit and other ordinary operating expenses, excluding

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extraordinary, non-recurring items such as expenses incurred in connection with litigation, proceedings, claims and reorganization expenses. Payments to Eaton Vance for managing Cash Collateral Fund are in addition to the investment advisory fee paid by a Fund or Portfolio to Eaton Vance or BMR.

Equity Index Swaps. Structured Emerging Markets Fund will enter into equity index swaps only on a net basis, i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Inasmuch as these transactions are entered into for good faith hedging purposes and because a segregated account will be used, the Fund will not treat them as being subject to the Fund’s borrowing restrictions. The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each equity index swap will be accrued on a daily basis and an amount of cash or liquid securities having an aggregated asset value at least equal to the accrued excess will be segregated by the Fund’s custodian. The Fund will not enter into any equity index swap unless the credit quality of the other party thereto is considered to be investment grade by the investment adviser. If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.

Equity-Linked Securities. Structured Emerging Markets Fund may invest in privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or “basket” of securities, or sometimes a single stock (referred to as “equity-linked securities”). These securities are used for many of the same purposes as derivative instruments and share many of the same risks. Equity-linked securities may be considered illiquid and thus subject to the Fund’s restrictions on investments in illiquid securities.

Repurchase Agreements. Equity Research and Structured Emerging Markets Funds may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a specified date and price) with respect to permitted investments. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

Reverse Repurchase Agreements. Structured Emerging Markets Fund may enter into reverse repurchase agreements. Under a reverse repurchase agreement, the Fund temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument at an agreed upon time (normally within seven days) and price, which reflects an interest payment. The Fund may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. The Fund could also enter into reverse repurchase agreements as a means of raising cash to satisfy redemption requests without the necessity of selling portfolio assets.

When Structured Emerging Market Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Fund’s assets. As a result, such transactions may increase fluctuations in the market value of the Fund’s assets. While there is a risk that large fluctuations in the market value of the Fund’s assets could affect net asset value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the investment adviser. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will be treated as subject to investment restrictions regarding “borrowings.”

Unlisted Securities. Structured Emerging Markets Fund may invest in securities of companies that are neither listed on a stock exchange nor traded over the counter. Unlisted securities may include investments in new and early stage companies, which may involve a high degree of business and financial risk that can result in substantial losses and may be considered speculative. Such securities will generally be deemed to be illiquid. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund or less than what may be considered the fair value of such securities. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. In addition, any capital gains realized on the sale of such securities may be subject to higher rates of foreign taxation than taxes payable on the sale of listed securities.

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Real Estate Investment Trusts. Dividend Income Portfolio may invest in real estate investment trusts (“REITs”), and therefore, is subject to the special risks associated with real estate. Securities of companies in the real estate industry are sensitive to factors such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types.

Other Investment Companies. Structured Emerging Markets Fund and the International Equity Portfolio reserve the right to invest up to 10% of their total assets, calculated at the time of purchase, in the securities of other investment companies unaffiliated with the investment adviser that have the characteristics of closed-end investment companies and which may invest in foreign markets. The Fund and Portfolio will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory fees paid by the Fund and Portfolio. The value of closed-end investment company securities, which are usually traded on an exchange, is affected by demand for the securities themselves, independent of the demand for the underlying portfolio assets. Accordingly, such securities can trade at a discount from their net asset values. Please refer to "Cash Equivalents" for additional information about investment in other investment companies. The 10% limitation does not apply to the Fund or Portfolio’s investment in money market funds. If the Fund or Portfolio invests in Cash Management Portfolio, an affiliated money market fund, the management fee paid on such investment will be credited against the Fund’s or Portfolio’s management fee.

Exchange-Traded Funds. Dividend Income Portfolio may invest in shares of exchange-traded funds (collectively, “ETFs”), which are designed to provide investment results corresponding to an index. These indexes may be either broad-based, sector or international and may include Standard & Poor’s Depositary Receipts (“SPDRs”), DIAMONDS, Nasdaq-100 Index Tracking Stock (also referred to as “Nasdaq-100 Shares”), Shares exchange-traded funds ("Shares"), such as iShares Russell 2000 Growth Index Fund and HOLDRS (Holding Company Depositary Receipts). ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities, in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. The benchmark indices of SPDRs, DIAMONDS and Nasdaq-100 Shares are the Standard & Poor’s 500 Stock Index, the Dow Jones Industrial Average and the Nasdaq-100 Index, respectively. The benchmark index for iShares varies, generally corresponding to the name of the particular iShares fund. ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities (or commodities) of the benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.

Investments in ETFs are generally subject to limits in the 1940 Act on investments in other investment companies. The values of ETFs are subject to change as the values of their respective component securities (or commodities) fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an equity index involve certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of ETFs invested in by Dividend Income Portfolio. Moreover, the Portfolio’s investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.

Typically, ETF programs bear their own operational expenses, which are deducted from the dividends paid to investors. To the extent that the Portfolio invests in ETFs, the Portfolio must bear these expenses in addition to the expenses of its own operation.

When-Issued Securities, Delayed Delivery and Forward Commitments. Securities may be purchased by Structured Emerging Markets Fund on a “forward commitment”, “when-issued” or “delayed delivery” basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment, when-issued or delayed delivery transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment, when-issued or delayed delivery transactions, if the seller or buyer, as the case may be, fails to consummate the transaction the counterparty may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment, when-issued or delayed delivery transactions may be expected to occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from

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the other party to the transaction. Forward commitment, when-issued or delayed delivery transactions are not entered into for the purpose of investment leverage.

Short Sales. Each Portfolio may sell individual securities short if it owns at least an equal amount of the security sold short or 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 (a covered short sale). Each Portfolio may sell short securities representing an index or basket of securities whose constituents the Fund or Portfolio holds in whole or in part. A short sale of an index or basket of securities will be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the Fund or Portfolio. Each Fund and Portfolio may sell a security short if it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box).

The seller of a short position generally realizes a profit on the transaction if the price it receives on the short sale exceeds the cost of closing out the position by purchasing securities in the market, but generally realizes a loss if the cost of closing out the short position exceeds the proceeds of the short sale. The exposure to loss on covered short sales (to the extent the value of the security sold short rises instead of falls) is offset by the increase in the value of the underlying security or securities retained. The profit or loss on a covered short sale is also affected by the borrowing cost of any securities borrowed in connection with the short sale (which will vary with market conditions) and use of the proceeds of the short sale. A Fund or Portfolio expects normally to close its short sales against-the-box by delivering newly-acquired stock. The Structured Emerging Markets Fund will not make short sales or maintain a short position if doing so would create liabilities or require collateral deposits and segregation of assets aggregating more than 25% of the value of the Structured Emerging Markets Fund’s total assets.

Exposure to loss on an index or a basket of securities sold short will not be offset by gains on other securities holdings to the extent that the constituent securities of the index or a basket of securities sold short are not held by the Fund or Portfolio. Such losses may be substantial.

Cash Equivalents. Each Fund and Portfolio may invest in cash equivalents to invest daily cash balances or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government obligations and may include Cash Management Portfolio, an affiliated money market fund which invests in such short-term securities. Normally not more than 10% of Structured Emerging Markets Fund’s assets will be invested for cash management purposes.

Portfolio Turnover. International Equity Portfolio and Equity Research and Structured Emerging Markets Funds anticipate that under normal market conditions, annual turnover rate will generally not exceed 100% (excluding turnover of securities having a maturity of one year or less). The portfolio turnover rate of Dividend Income Portfolio may exceed 100%. A high turnover rate (100% or more) necessarily involves greater expenses to the Dividend Income Fund and may result in a realization of net short-term capital gains. Structured Emerging Markets Fund may engage in active short-term trading to benefit from yield disparities among different issues of securities or among the markets for fixed-income securities of different countries, to seek short-term profits during periods of fluctuating interest rates, or for other reasons. Such trading will increase the Fund’s rate of turnover and may increase the incidence of net short-term capital gains allocated to the Fund which, upon distribution by the Fund, are taxable to Fund shareholders as ordinary income. During the fiscal year ended October 31, 2006, the portfolio turnover rate of Dividend Income Portfolio, Equity Research Fund, International Equity Portfolio and Structured Emerging Markets Fund was 170%, 74%, 1% and 6%, respectively.

Diversified Status. Each Fund and Portfolio is a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets: (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. Government obligations); and (2) it may not own more than 10% of the outstanding voting securities of any one issuer. With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

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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 a Fund’s outstanding voting securities, which as used in this SAI means the lesser of: (a) 67% of the shares of a 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 a Fund.

The fundamental investment restrictions of Dividend Income Fund are stated below. The Fund may not:

(1)       Borrow money or issue senior securities except as permitted by the 1940 Act;
 
(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, (c) lending portfolio securities and (d) lending cash consistent with applicable law;
 
(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. For purposes of this restriction, electric utility companies, gas utility companies, integrated utility companies, telephone companies and water companies are considered separate industries.
 

The fundamental investment restrictions of Equity Research Fund are stated below. The Fund may not:

(1)       Borrow money or issue senior securities except as permitted by the 1940 Act;
 
(2)       Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;
 
(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, (c) lending portfolio securities and (d) lending cash consistent with applicable law;
 
(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 securities of companies in any one industry.
 

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The fundamental investment restrictions of International Equity Fund are stated below. The Fund may not:

(1)       Borrow money or issue senior securities except as permitted by the 1940 Act;
 
(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, (c) lending portfolio securities and (d) lending cash consistent with applicable law;
 
(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 anyone 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.
 

The fundamental investment restrictions for Structured Emerging Markets Fund are stated below. The Fund may not:

(1)       Borrow money or issue senior securities except as permitted by the 1940 Act;
 
(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)       Underwrite securities of other issuers;
 
(4)       Invest in real estate including interests in real estate limited partnerships (although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate) or in commodities or commodity contracts for the purchase or sale of physical commodities;
 
(5)       Make loans to any person 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 securities of companies in any one industry (although more than 25% may be invested in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities).
 

For Structured Emerging Markets Fund, for purposes of determining industry classifications, the investment adviser considers an issuer to be in a particular industry if a third party has designated the issuer to be in that industry, unless the investment adviser is aware of circumstances that make the third party’s classification inappropriate. In such a case, the investment adviser will assign an industry classification to the issuer.

In connection with Restriction (1) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money, except for the limited purposes described in the prospectus.

Notwithstanding the investment policies and restrictions of each Fund, the Fund may invest its investable assets in another 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 Dividend Income, Equity Research and Structured

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Emerging Markets Funds may invest their investable assets in two or more open-end management investment companies which together have substantially the same investment objective, policies and restrictions as the Fund, to the extent permitted by Section 12(d)(1)(G) of the 1940 Act.

Each Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by its corresponding Fund; such restrictions cannot be changed without the approval of a “majority of the outstanding voting securities” of the Portfolio. In addition, the Portfolio may not invest in other open-end management investment companies in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act to the extent that the Fund or any other investor in the Portfolio acquires securities in the Portfolio in reliance on Section 12(d)(1)(G) of such Act.

The following nonfundamental investment policies have been adopted by each Fund and Portfolio. A nonfundamental investment policy may be changed by the Trustees with respect to the Fund without approval by the Fund’s shareholders or with respect to a Portfolio, without approval of the Fund or its other investors. Each Fund and Portfolio will not:

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, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by a Fund or a Portfolio of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel a Fund or Portfolio to dispose of such security or other asset. However, a Fund and Portfolio must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of each Portfolio are responsible for the overall management and supervision of the affairs of the Portfolio. The Trustees and officers of the Trust and each 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. Trustees and officers of the Trust and each Portfolio hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and each Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance Inc. and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. EVD is the principal underwriter of each Fund (see "Principal Underwriter" under "Other Service Providers"). Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

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                Number of Portfolios    
                in Fund Complex    
    Position(s) with   Term of Office and       Overseen By    
Name and Date of Birth   the Trust/Portfo lio   Length of Service   Principal Occupation(s) During Past Five Years   Trustee (1)   Other Directorships Held
 
Interested Trustee                     
 
JAMES B. HAWKES 
11/9/41 
  Trustee    Trustee of the Trust since 1991; of Dividend Income and International Equity Portfolios since 2006    Chairman and Chief Executive Officer of EVC, BMR, Eaton Vance and EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 170 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, Eaton Vance, EVC and EV, which are affiliates of the Trust and Portfolios.             170    Director of EVC 
               
                 
                 
                 
                 
 
Noninterested Trustees                     
 
BENJAMIN C. ESTY 
1/2/63 
  Trustee    Trustee of the Trust since 2005; of Dividend Income and International Equity Portfolios since 2006    Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).             170    None 
               
                 
                 
                   
                   
 
SAMUEL L. HAYES, III    Chairman of the 
Board and Trustee 
  Trustee of the Trust since 1986; 
Chairman of the 
Board of Trustees 
since 2005; Trustee of Dividend Income and International 
Equity Portfolios 
since 2006 
  Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunication services company).             170    Director of Tiffany & Co. (specialty retailer) 
2/23/35             
                 
                 
                 
                   
                   
                   
                   
                   
 
WILLIAM H. PARK 
9/19/47 
  Trustee    Trustee of the Trust since 2003; of Dividend Income and International Equity Portfolios since 2006    Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).             170    None 
               
                 
                 
                   
                   
 
RONALD A. PEARLMAN 
7/10/40 
  Trustee    Trustee of the Trust since 2003; of Dividend Income and International Equity Portfolios since 2006    Professor of Law, Georgetown University Law Center.             170    None 
                 
                   
                   
                   
                   
 
NORTON H. REAMER 
9/21/35 
  Trustee    Trustee of the Trust since 1986; of Dividend Income and International Equity Portfolios since 2006    President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of  Berkshire Capital Corporation (investment banking firm) (2002-2003).             170    None 
               
                 
                 
                 
                 
                   
                   
                   
 
LYNN A. STOUT 
9/14/57 
  Trustee    Trustee of the Trust since 1998; of Dividend Income and International Equity Portfolios since 2006    Professor of Law, University of California at Los Angeles School of Law.             170    None 
                 
                   
                   
                   
                   
 
RALPH F. VERNI 
1/26/43 
  Trustee    Trustee of the Trust since 2005; of Dividend Income and International Equity Portfolios since 2006    Consultant and private investor.             170    None 
                 
                   
                   
                   
                   

(1) Includes both master and feeder funds in a master-feeder structure.

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Principal Officers who are not Trustees

    Position(s) with   Term of Office and        
Name and Date of Birth   the Trust/Portfolio   Length of Service   Principal Occupation(s) During Past Five Years
 
 
THOMAS E. FAUST JR. 
5/31/58 
  President of the Trust    Since 2002    President of EVC, Eaton Vance, BMR and EV, and Director of EVC. Chief Investment Officer of EVC, Eaton Vance and BMR. Officer of 71 registered investment companies and 5 private investment companies managed by Eaton Vance or BMR. 
         
           
 
WILLIAM H. AHERN, JR. 
7/28/59 
  Vice President of the Trust    Since 1995    Vice President of Eaton Vance and BMR.  Officer of 71 registered investment companies managed by Eaton Vance or BMR.   
         
 
EDWARD R. ALLEN, III 
7/5/60 
  Vice President of International 
Equity Portfolio 
  Since 2006    Partner and Chairman of the International Investment Committee of Eagle Global Advisers, L.L.C.   Officer of 3 registered investment companies managed by Eaton Vance or BMR. 
       
 
CYNTHIA J. CLEMSON 
3/2/63 
  Vice President of the Trust    Since 2005    Vice President of Eaton Vance and BMR.  Officer of 86 registered investment companies managed by Eaton Vance or BMR.   
         
 
KEVIN S. DYER 
2/21/75 
  Vice President of the Trust    Since 2005    Assistant Vice President of Eaton Vance and BMR. Officer of 25 registered investment companies managed by Eaton Vance or BMR.   
         
 
THOMAS N. HUNT, III 
11/6/64 
  Vice President of International Equity Portfolio    Since 2006    Partner of Eagle Global Advisers, L.L.C. Officer of 3 registered investment companies managed by Eaton Vance or BMR.   
       
 
AAMER KHAN 
6/07/60 
  Vice President of the Trust and Dividend Income Portfolio    Of the Trust since 2005; of Dividend Income Portfolio since 2006    Vice President of Eaton Vance and BMR.  Officer of 29 registered investment companies managed by Eaton Vance or BMR.   
     
               
 
THOMAS H. LUSTER 
4/8/62 
  Vice President of the Trust    Since 2002    Vice President of Eaton Vance and BMR.  Officer of 45 registered investment companies managed by Eaton Vance or BMR.   
         
 
MICHAEL R. MACH 
7/15/47 
  Vice President of the Trust    Since 1999    Vice President of Eaton Vance and BMR.  Officer of 51 registered investment companies managed by Eaton Vance or BMR.   
         
 
ROBERT B. MACINTOSH 
1/22/57 
  Vice President of the Trust    Since 1999    Vice President of Eaton Vance and BMR.  Officer of 86 registered investment companies managed by Eaton Vance or BMR.   
         
 
CLIFF QUISENBERRY, JR. 
1/1/65 
  Vice President of the Trust    Since 2006    Vice President and Director of Research and Product Development of Parametric Portfolio Associates. Officer of 30 registered investment companies managed by Eaton Vance or BMR. 
         
 
DUNCAN W. RICHARDSON 
10/26/57 
  Vice President of the Trust and President of Dividend Income and International Equity Portfolios    Of the Trust since 2001; of the Portfolios since 2006    Executive Vice President and Chief Equity Investment Officer of EVC, Eaton Vance and BMR. Officer of 71 registered investment companies managed by Eaton Vance or BMR. 
     
               
 
WALTER A. ROW, III 
7/20/57 
  Vice President of the Trust    Since 2001    Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of 33 registered investment companies managed by Eaton Vance or BMR. 
         

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    Position(s) with   Term of Office and        
Name and Date of Birth   the Trust/Portfolio   Length of Service   Principal Occupation(s) During Past Five Years
 
JUDITH A. SARYAN 
8/21/54 
  Vice President of the Trust and Dividend Income Portfolio    Of the Trust since 2003; of the 
Portfolio since 2006 
  Vice President of Eaton Vance and BMR.  Officer of 50 registered investment companies managed by Eaton Vance or BMR.   
     
 
 
SUSAN SCHIFF 
3/13/61 
  Vice President of the Trust    Since 2002    Vice President of Eaton Vance and BMR.  Officer of 30 registered investment companies managed by Eaton Vance or BMR.   
         
 
 
THOMAS SETO 
9/27/62 
  Vice President of the Trust    Since 2007    Vice President and Director of Portfolio Management of Parametric Portfolio Associates. Officer of 27 registered investment companies managed by Eaton Vance or BMR. 
         
 
 
DAVID M. STEIN 
5/4/51 
  Vice President of the Trust    Since 2007    Managing Director and Chief Investment Officer of Parametric Portfolio Associates. Officer of 27 registered investment companies managed by Eaton Vance or BMR. 
         
 
 
KRISTIN S. ANAGNOST 
6/12/65 
  Treasurer of International Equity Portfolio    Since 2006    Assistant Vice President of Eaton Vance and BMR. Officer of 95 registered investment companies managed by Eaton Vance or BMR.   
       
 
 
BARBARA E. CAMPBELL 
6/19/57 
  Treasurer of the Trust    Since 2005*    Vice President of Eaton Vance and BMR.  Officer of 170 registered investment companies managed by Eaton Vance or BMR.   
         
 
 
MICHELLE A. GREEN 
8/25/69 
  Treasurer of Dividend Income Portfolio    Since 2006    Vice President of Eaton Vance and BMR.  Officer of 63 registered investment companies managed by Eaton Vance or BMR.   
       
 
 
ALAN R. DYNNER 
10/10/40 
  Secretary    Of the Trust since 1997; of the 
Portfolios since 2006 
  Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance, EVD, EV and EVC. Officer of 170 registered investment companies managed by Eaton Vance or BMR. 
       
 
 
PAUL M. O’NEIL 
7/11/53 
  Chief Compliance Officer    Since 2004    Vice President of Eaton Vance and BMR.  Officer of 170 registered investment companies managed by Eaton Vance or BMR.   
         

*Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995.

The Board of Trustees of the Trust and each Portfolio have several standing Committees, including the Governance Committee, the Audit Committee and the Special Committee. The Governance, the Audit and the Special Committees are each comprised of only noninterested Trustees.

Ms. Stout (Chair), Messrs. Esty, Hayes, Park, Reamer and Verni are members of the Governance Committee of the Board of Trustees of the Trust and Portfolios. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended October 31, 2006, the Governance Committee convened five times.

The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout are members of the Audit Committee of the Board of Trustees of the Trust and the Portfolios. The Board of Trustees has designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as audit committee financial experts. The Audit Committee’s purposes are to (i) oversee each Fund and Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund and Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or,

13


as appropriate, assist Board oversight of, each Fund and Portfolio’s compliance with legal and regulatory requirements that relate to each Fund and Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement of a Fund. During the fiscal year ended October 31, 2006, the Audit Committee convened four times.

Messrs. Hayes (Chair), Esty, Park, Reamer and Verni are currently members of the Special Committee of the Board of Trustees of the Trust and the Portfolios. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Funds and Portfolios, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Funds, Portfolios or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee. During the fiscal year ended October 31, 2006, the Special Committee convened ten times.

Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in each Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, 2006. Interests in a Portfolio cannot be purchased by a Trustee.

                Dollar Range of Equity Securities Owned by              
        Fund Name     Benjamin C. Esty (2)     James B. Hawkes (1)     Samuel L. Hayes (2)     William H. Park (2)     Ronald A. Pearlman (2)     Norton H. Reamer (2)     Lynn A. Stout (2)     Ralph F. Verni (2)  
Dividend Income Fund               None               None               None               None                 None               None             None             None  
Equity Research Fund               None               None               None               None                 None               None             None             None  
      International                                  
        Equity Fund               None               None               None               None                 None               None             None             None  
  Structured Emerging                                  
      Markets Fund               None               None               None               None                 None               None             None             None  
Aggregate Dollar Range  
  of Equity Securities  
Owned in all Registered  
  Funds Overseen by  
  Trustee in the Eaton  
Vance Family of Funds  
                               
                               
                               
    over $100,000       over $100,000       over $100,000       over $100,000         over $100,000       over $100,000     over $100,000 (3)     over $100,000 (3)  

(1)      Interested Trustee.
 
(2)      Noninterested Trustee.
 
(3)      Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
 

As of December 31, 2006, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

During the calendar years ended December 31, 2005 and December 31, 2006, no noninterested Trustee (or their immediate family members) had:

     1.      Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
 
     2.      Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
 
     3.      Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC
 

14


or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

During the calendar years ended December 31, 2005 and December 31, 2006, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or the Portfolio or any of their immediate family members served as an officer.

Trustees of the Trust and each 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 or her deferred fees invested by a Fund or Portfolio 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 ona Fund or Portfolio’s assets, liabilities, and net income per share, and will not obligate a Fund or Portfolio to retain the services of any Trustee or obligate a Fund or Portfolio to pay any particular level of compensation to the Trustee. Neither the Trust nor any Portfolio has a retirement plan for Trustees. The Structured Emerging Markets Fund does not participate in the Trustees’ Plan.

The fees and expenses of the Trustees of the Trust and each Portfolio are paid by the Funds (and other series of the Trust) and the Portfolios, respectively. (A Trustee of the Trust and each Portfolio who is a member of the Eaton Vance organization receives no compensation from the Trust and each Portfolio.) During the fiscal year ended October 31, 2006, the Trustees of the Trust and each Portfolio earned the following compensation in their capacities as Trustees from the Trust and each Portfolio. For the year ended December 31, 2006, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

  Source of Compensation     Benjamin C. Esty     Samuel L. Hayes     William H. Park     Ronald A. Pearlman     Norton H. Reamer     Lynn A. Stout     Ralph F. Verni  
             Trust (2)        $11,541       $17,902    $11,030         $11,384       $11,508    $12,060    $11,881 
 Dividend Income Portfolio               85             146             91 (3)                  81                 97           84 (4)            84 (5)  
International Equity Portfolio               —               —             —                 —               —           —           — 
Trust and Fund Complex (1)        185,000       300,000    185,000 (6)          185,000       195,000    185,000 (7)     185,000 (8)  

(1)      As of March 1, 2007, the Eaton Vance fund complex consists of 170 registered investment companies or series thereof.
(2)      The Trust consisted of 25 Funds as of October 31, 2006.
(3)      Includes $49 of deferred compensation
(4)      Includes $22 of deferred compensation
(5)      Includes $51 of deferred compensation
(6)      Includes $133,680 of deferred compensation.
(7)      Includes $45,000 of deferred compensation.
(8)      Includes $92,500 of deferred compensation.

Organization

Each Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 and is operated as an open-end management investment company. On June 13, 2005, the Trust’s Board of Trustees reclassified Equity Research Fund’s existing shares as Class A shares and on November 13, 2006 authorized the issuance of Class I shares. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as a Fund). The Trustees of the Trust have divided the shares of each Fund into multiple classes. Each class represents an interest in a 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 a 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 a Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.

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 or her

15


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 communication with shareholders about such a meeting.

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

Each Portfolio was organized as a Trust under the laws of the state of New York on February 13, 2006 and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of each 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 each Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding interests 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.

Each Portfolio’s Declaration of Trust provides that a 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 a 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 a Fund investing in the Portfolio.

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A Fund may be required to vote on matters pertaining to a Portfolio. When required by law to do so, 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. A 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 a 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, a 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 a Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing.

A Fund may withdraw (completely redeem) all its assets from the Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event a 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. A 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.

Proxy Voting Policy. The Boards of Trustees of the Trust and Portfolios have adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and sub-adviser and adopted the proxy voting policies and procedures of the investment adviser and sub-adviser (the “Policies”). An independent proxy voting service has been retained to assist in the voting of Dividend Income Portfolio and Equity Research Fund proxies through the provision of vote analysis, implementations and record keeping and disclosure services. The Trustees will review each Fund’s and Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and adviser and sub-adviser Policies, see Appendix E, Appendix F, Appendix G and Appendix H. Information on how each Fund and Portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

Investment Advisory Services. The investment adviser manages the investments and affairs of each Fund or Portfolio and provides related office facilities and personnel subject to the supervision of the Trust and Portfolio’s Board of Trustees. The investment adviser (or, in the case of International Equity Portfolio and Structured Emerging Markets Fund, with respect to certain matters, a sub-adviser) furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the Fund or Portfolio and what portion, if any, of the Fund or Portfolio’s assets will be held uninvested. Each Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Trust and Portfolio who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

For a description of the compensation paid to the investment adviser 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 for each Fund and Portfolio is computed as follows:

Dividend Income Portfolio
    Annual Fee Rate
Average Daily Net Assets for the Month   (for each level)
$500 million but less than $1 billion   0.625%
$1 billion but less than $2.5 billion   0.600%
$2.5 billion and over   0.575%

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Equity Research Fund
    Annual Fee Rate
Average Daily Net Assets for the Month     (for each level)
$500 million but less than $1 billion       0.625% 
$1 billion but less than $2.5 billion       0.600% 
$2.5 billion and over       0.575% 
International Equity Portfolio
    Annual Fee Rate
Average Daily Net Assets for the Month     (for each level)
$500 million but less than $1 billion       0.9375% 
$1 billion but less than $2.5 billion       0.8750% 
$2.5 billion but less than $5 billion       0.8125% 
$5 billion and over       0.7500% 
Structured Emerging Markets Fund
    Annual Fee Rate
Average Daily Net Assets for the Month     (for each level)
$500 million but less than $1 billion       0.800% 
$1 billion but less than $2.5 billion       0.775% 
$2.5 billion but less than $5 billion       0.750% 
$5 billion and over       0.730% 

Pursuant to Investment Sub-Advisory Agreements between BMR or EVM and each sub-adviser, BMR or EVM pays the following compensation to Eagle and Parametric for providing sub-advisory services to International Equity Portfolio and Structured Emerging Markets Fund, respectively:

International Equity Portfolio
    Annual Fee Rate
Average Daily Net Assets for the Month     (for each level)
up to $500 million       0.50000% 
$500 million but less than $1 billion       0.46875% 
$1 billion but less than $2.5 billion       0.43750% 
$2.5 billion but less than $5 billion       0.40625% 
$5 billion and over       0.37500% 
Structured Emerging Markets Fund
    Annual Fee Rate
Average Daily Net Assets for the Month     (for each level)
up to $500 million       0.500% 
$500 million but less than $1 billion       0.470% 
$1 billion but less than $2.5 billion       0.455% 
$2.5 billion but less than $5 billion       0.440% 
$5 billion and over       0.430% 

Prior to March 24, 2006 Dividend Income Fund invested its assets in its own portfolio of investments. For the period from the Fund’s start of business November 30, 2005, to March 24, 2006, the Fund paid Eaton Vance advisory fees of $3,960. At October 31, 2006, Dividend Income Portfolio had net assets of $74,638,296. For the period from the start of business, March 24, 2006, to October 31, 2006, the Portfolio paid BMR advisory fees of $156,668.

At October 31, 2006, Equity Research Fund had net assets of $3,075,385. For the fiscal years ended October 31, 2006, 2005 and 2004, the Fund paid Eaton Vance advisory fees of $15,040, $10,085 and $6,959, respectively, all of which was voluntarily waived by Eaton Vance. In addition, for the fiscal years ended October 31, 2006, 2005 and 2004, Eaton Vance was allocated $68,311, $76,214 and $37,295, respectively, of the Fund’s operating expenses.

18


At October 31, 2006, International Equity Portfolio had net assets of $10,873,501. For the period from the start of business, May 31, 2006, to October 31, 2006, the Portfolio paid BMR advisory fees of $8,177, all of which was voluntarily waived by BMR. In addition, BMR paid Eagle sub-advisory fees of $34,447 for the period from the start of business, May 31, 2006, to October 31, 2006. In addition, for the period from the start of business, May 31, 2006, to October 31, 2006, Eaton Vance and Eagle were each allocated $17,363 of the Portfolio’s operating expenses.

At October 31, 2006, Structured Emerging Markets Fund had net assets of $16,988,347. For the period from the start of business, June 30, 2006 to October 31, 2006, the Fund paid Eaton Vance advisory fees of $25,580. In addition, Eaton Vance paid Parametric sub-advisory fees of $13,870, all of which was voluntarily waived by Parametric for the period from the start of business, June 30, 2006, to October 31, 2006. In addition, for the period from the start of business, June 30, 2006, to October 31, 2006, Eaton Vance was allocated $263,279 of the Fund’s operating expenses.

Each Investment Advisory Agreement and each Investment Sub-Advisory Agreement with an investment adviser or sub-adviser 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 Trust or a Portfolio, as the case may be, cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or a Portfolio, as the case may be, or by vote of a majority of the outstanding voting securities of the Equity Research Fund and Structured Emerging Markets Fund or a Portfolio, as the case may be. Each Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of Equity Research Fund and Structured Emerging Markets Fund or a Portfolio, as the case may be, and the Agreement will terminate automatically in the event of its assignment. Each Agreement provides that the investment adviser or sub-adviser may render services to others. Each Agreement also provides that the investment adviser or sub-adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the 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.

Portfolio Managers. The portfolio managers of Structured Emerging Markets Fund and the Portfolios and the investment team members of Equity Research Fund (each referred to as a “portfolio manager”) are listed below. Each portfolio manager may manage other investment companies and/or investment accounts in addition to Equity Research Fund, Structured Emerging Markets Fund and the Portfolios. The following tables show, as of the Funds’ most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

    Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
Dividend Income Portfolio    All Accounts     All Accounts*     Paying a Performance Fee     Paying a Performance Fee  
   Aamer Khan                     
Registered Investment Companies       6     $6,976.4                     0                   $0 
Other Pooled Investment Vehicles       0     $          0                     0                   $0 
Other Accounts       0     $          0                     0                   $0 
   Judith A. Saryan                     
Registered Investment Companies       6     $6,800.9                     0                   $0 
Other Pooled Investment Vehicles       0     $          0                     0                   $0 
Other Accounts       0     $          0                     0                   $0 

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    Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
Equity Research Fund    All Accounts     All Accounts*     Paying a Performance Fee     Paying a Performance Fee  
   Walter A. Row, III                     
Registered Investment Companies       6     $5,483.9                     0                   $0 
Other Pooled Investment Vehicles       0     $      0                     0                   $0 
Other Accounts       0     $      0                     0                   $0 
   Charles Gaffney                     
Registered Investment Companies       1     $    3.1                     0                   $0 
Other Pooled Investment Vehicles       0     $       0                     0                   $0 
Other Accounts       0     $       0                     0                   $0 
   Jeanne Gilchrist                     
Registered Investment Companies       1     $    3.1                     0                   $0 
Other Pooled Investment Vehicles       0     $       0                     0                   $0 
Other Accounts       0     $       0                     0                   $0 
   Aamer Khan                     
Registered Investment Companies       6     $6,976.4                     0                   $0 
Other Pooled Investment Vehicles       0     $       0                     0                   $0 
Other Accounts       0     $       0                     0                   $0 
   Stewart Muter                     
Registered Investment Companies       1     $    3.1                     0                   $0 
Other Pooled Investment Vehicles       0     $       0                     0                   $0 
Other Accounts       0     $       0                     0                   $0 
   Dana Robinson                     
Registered Investment Companies       1     $    3.1                     0                   $0 
Other Pooled Investment Vehicles       0     $       0                     0                   $0 

Other Accounts 

 

 

   0 

 

 

 $ 

 

 

   0 

 

 

                 0 

 

 

               $0 

 

    Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
International Equity Portfolio    All Accounts     All Accounts*     Paying a Performance Fee     Paying a Performance Fee  
   Edward R. Allen, III                     
Registered Investment Companies           3     $   431.7                     0                   $0 
Other Pooled Investment Vehicles           1     $     20.0                     0                   $0 
Other Accounts       754     $1,192.0                     0                   $0 
   Thomas N. Hunt, III                     
Registered Investment Companies           3     $   431.7                     0                   $0 
Other Pooled Investment Vehicles           1     $     20.0                     0                   $0 
Other Accounts       754     $1,192.0                     0                   $0 

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Structured Emerging    Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
Markets Fund    All Accounts     All Accounts*     Paying a Performance Fee     Paying a Performance Fee  
   Cliff Quisenberry, Jr.                     
Registered Investment Companies               2     $     700.6                     0                   $0 
Other Pooled Investment Vehicles               0     $            0                     0                   $0 
Other Accounts               0     $            0                     0                   $0 
   Thomas Seto                     
Registered Investment Companies               5     $  4,464.3                     0                   $0 
Other Pooled Investment Vehicles               0     $            0                     0                   $0 
Other Accounts       8,174     $15,405.3                     0                   $0 
   David M. Stein                     
Registered Investment Companies               5     $  4,464.3                     0                   $0 
Other Pooled Investment Vehicles               0     $            0                     0                   $0 
Other Accounts               0     $            0                     0                   $0 

* In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

The following table shows the dollar range of shares beneficially owned of the Fund by the portfolio manager or investment team member as of the Fund’s most recent fiscal year ended October 31, 2006 and in all Eaton Vance Funds as of December 31, 2006. Generally, interests in a Portfolio cannot be purchased by a portfolio manager.

             Aggregate Dollar Range of Equity 
    Dollar Range of Equity Securities    Securities Owned in all Registered Funds in 
Fund Name and Portfolio Manager               Owned in the Fund           the Eaton Vance Family of Funds  
Dividend Income Fund         
   Aamer Khan                     None               $100,001 - $500,000 
   Judith A. Saryan                     None               $500,001 - $1,000,000 
Equity Research Fund         
   Walter A. Row, III         $50,001 - $100,000               $500,001 - $1,000,000 
   Charles Gaffney                     None               $100,001 - $500,000 
   Jeanne Gilchrist                     None                   $10,001 - $50,000 
   Aamer Khan           $10,001 - $50,000               $100,001 - $500,000 
   Stewart Muter                     None                             None 
   Dana Robinson                     None               $100,001 - $500,000 
International Equity Fund         
   Edward R. Allen, III                     None                             None 
   Thomas N. Hunt, III                     None                 $50,001 - $100,000 
Structured Emerging Markets Fund         
   Cliff Quisenberry, Jr.                     None               $100,001 - $500,000 
   Thomas Seto                     None               $100,001 - $500,000 
   David M. Stein                     None               $100,001 - $500,000 

It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of a Fund or Portfolio’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund or Portfolio and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Fund or Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund or Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based

21


on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager or investment team leader will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.

Compensation Structure for EVM and BMR . Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation . The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Compensation Structure for Eagle . Both of the Eagle portfolio managers are founding partners of Eagle. Compensation of Eagle partners has two primary components: (1) a base salary and (2) profit participation based on ownership. Compensation of Eagle partners is reviewed primarily on an annual basis. Profit participations are typically paid, near or just after year end.

Method to Determine Compensation . Eagle compensates its partners based primarily on the scale and complexity of their portfolio responsibilities. The performance of portfolio managers is evaluated primarily based on success in achieving portfolio objectives for managed funds and accounts. Eagle seeks to compensate partners commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. This is reflected in the partners’ salaries.

Salaries and profit participations are also influenced by the operating performance of Eagle. While the salaries of Eagle’s partners are comparatively fixed, profit participations may fluctuate substantially from year to year, based on changes in financial performance of the firm.

22


Parametric Compensation Structure . Compensation of Parametric portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) a quarterly cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock. Parametric investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Parametric employees. Compensation of Parametric investment professionals is reviewed primarily on an annual basis. Stock-based compensation awards and adjustments in base salary and bonus are typically paid and/or put into effect at or shortly after calendar year-end.

Method Parametric uses to Determine Compensation . Parametric seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The performance of portfolio managers is evaluated primarily based on success in achieving portfolio objectives for managed funds and accounts. The compensation of portfolio managers with other job responsibilities (such as product development) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Parametric and EVC, its parent company. Cash bonuses are determined based on a target percentage of Parametric profits. While the salaries of Parametric portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate substantially from year to year, based on changes in financial performance and other factors.

Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of each Fund, and each Fund is authorized to pay Eaton Vance a fee in the amount of 0.15% of average daily net assets (except for International Equity Fund which pays no fee to Eaton Vance), for providing administrative services to the Fund. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer each Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of each Fund.

The following table sets forth the net assets of Dividend Income Fund, Equity Research Fund and Structured Emerging Markets Fund at October 31, 2006 and the administration fees paid during the three fiscal years ended October 31, 2006.

                    Administration Fee Paid for Fiscal Years Ended  
                  Fund     Net Assets at 10/31/06     10/31/06     10/31/05     10/31/04  
Dividend Income Fund           $53,816,817    $20,390 (1)        N/A       N/A 
Equity Research Fund           $ 3,075,385      3,472 (2)     $2,334 (2)     $1,609 (2)  
Structured Emerging                     
Markets Fund           $16,988,347      4,161 (3)        N/A       N/A 

(1)      For the period from the start of business, November 30, 2005, to October 31, 2006. Pursuant to a voluntary expense reimbursement, Eaton Vance was allocated $164,488 of the Fund’s operating expenses for the same period.
 
(2)      Voluntarily waived.
 
(3)      For the period from the start of business, June 30, 2006, to October 31, 2006.
 

Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for each Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of each Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to each Fund); (3) furnishes an SAI to any shareholder who requests one in writing or by telephone from each Fund; and (4) processes transaction requests received via telephone. For the transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Fund’s transfer agent from fees it receives from the Eaton Vance funds. Each Fund will pay a pro rata share of such fee. For the fiscal year ended October 31, 2006, the transfer agent accrued for or paid the following to Eaton Vance for sub-transfer agency services performed on behalf of each Fund:

Dividend Income (1)     Equity Research    International Equity (2)     Structured Emerging Markets (3)  
       $836           $96               $35                     $67 

(1)      For the period from the start of business, November 30, 2005 to October 31, 2006.
 
(2)      For the period from the start of business, May 31, 2006 to October 31, 2006.
 
(3)      For the period from the start of business, June 30, 2006 to October 31, 2006.
 

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Information About Eagle. Eagle is a Texas limited liability company that has been an investment adviser registered with the SEC since it was founded in 1996. Eagle provides advisory services to institutional clients and high net worth individuals. As of December 31, 2006, Eagle’s assets under management totalled over $1.7 billion. Eagle’s address is 5847 San Felipe, Suite 930, Houston, TX 77057.

Information About Parametric. Parametric is a Seattle, Washington based investment manager providing investment management services to a number of institutional accounts, including employee benefit plans, college endowment funds and foundations. At July 31, 2006, Parametric’s assets under management totalled approximately $11.7 billion. Parametric is the successor investment adviser to Parametric Portfolio Associates, Inc., which commenced operations in 1987. Parametric’s address is 1151 Fairview Avenue N., Seattle, WA 98109.

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. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corporation (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John G.L. Cabot, Leo I. Higdon, Jr., Vincent M. O’Reilly, Dorothy E. Puhy and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs. Hawkes and Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R. Mach, Robert B. MacIntosh, Thomas M. Metzold, Scott H. Page, Duncan W. Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F. Swaffield and Michael W. Weilheimer (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.

Code of Ethics. Each investment adviser, sub-adviser, principal underwriter, and each Fund and each Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, Fund or Portfolio employees may purchase and sell securities (including securities held or eligible for purchase by a Fund or Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

Expenses. Each Fund and Portfolio are responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, each Fund is responsible for its pro rata share of those expenses. The only expenses of a Fund allocated to a particular class are those incurred under the Distribution Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

OTHER SERVICE PROVIDERS

Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109, is the principal underwriter of each Fund. 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 a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement as it applies to Class A, Class C and Class R 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 Class A, Class C and Class R shares or on six months’ notice by the principal underwriter and is automatically terminated upon assignment. The Distribution Agreement as it applies to Class I 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 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. EVD is an indirect, wholly-owned subsidiary of EVC. Mr. Hawkes is a Vice President and Director and Mr. Dynner is a Vice President, Secretary and Clerk of EVD. EVD also serves as placement agent for the Portfolios.

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Custodian. Investors Bank & Trust Company (“IBT”), 200 Clarendon Street, Boston, MA 02116, serves as custodian to Equity Research Fund and each Portfolio. State Street Bank & Trust Co. (“State Street”), 225 Franklin Street, Boston, MA 02110, serves as custodian to Structured Emerging Markets Fund. IBT has custody of all cash and securities of Equity Research Fund and each Portfolio and State Street has custody of all cash and securities of Structured Emerging Markets Fund. Each custodian maintains the general ledger of each Fund and Portfolio and computes the daily net asset value of shares of each Fund. In such capacity they each attend to details in connection with the sale, exchange, substitution, transfer or other dealings with each Fund’s and Portfolio’s investments, receive and disburse all funds and perform various other ministerial duties upon receipt of proper instructions from the Trust. IBT and State Street provide 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 and State Street. 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 each Fund or Portfolio and such banks.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm for Dividend Income Fund and International Equity Fund and their respective Portfolios, and PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the independent registered public accounting firm for Equity Research Fund and Structured Emerging Markets Fund. Deloitte & Touche LLP provides audit services and assistance and consultation with respect to the preparation of filings with the SEC. PricewaterhouseCoopers LLP provides audit services, tax return preparation, and assistance with respect to the preparation of filings with the SEC.

Transfer Agent. PFPC Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for each Fund.

CALCULATION OF NET ASSET VALUE

The net asset value of the Equity Research Fund and each Portfolio is computed by IBT and the net asset value of Structured Emerging Markets Fund is computed by State Street (as agents and custodians for each Fund and Portfolio) by subtracting the liabilities of the Fund and Portfolio from the value of its total assets. Each Fund and 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 a Portfolio, including a Fund, may add to or reduce its investment in the Portfolio on each day the New York Stock Exchange (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 a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in 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 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 each Fund and Portfolio have established the following procedures for the fair valuation of the Fund’s and Portfolio’s assets under normal market conditions. Securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global Market generally are valued at the official NASDAQ closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not traded in the over-the-counter market, by an independent pricing service. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices.

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Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities are acquired with a remaining maturity of more than 60 days, they will be valued by a pricing service. 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.

Foreign securities and currencies held by a Fund or Portfolio are valued in U.S. dollars, as calculated by the custodian based on foreign currency exchange quotations supplied by an independent quotation service. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. As described in the prospectus, valuations of foreign securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the NYSE. In adjusting the value of foreign equity securities, the Fund or Portfolio may rely on an independent fair valuation service. Investments held by the Fund or Portfolio for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund or Portfolio considering relevant factors, data and other information including, in the case of restricted securities, the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

PURCHASING AND REDEEMING SHARES

Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through investment dealers which have entered into agreements with the principal underwriter. Shares of a Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the investment dealers responsible for selling Fund shares. The sales charge table in the prospectus is applicable to purchases of a 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 or her 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, a Fund may accept initial investments of less than the minimum investment amount 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 a Fund as described below.

Class R Share Purchases. Class R shares are available for purchase by clients of financial intermediaries who charge an advisory, management or consulting or similar fee for their services; accounts affiliated with those financial intermediaries; and in connection with certain tax-sheltered retirement plans and Individual Retirement Account rollover accounts. Detailed information concerning tax-sheltered plans eligible to purchase Class R shares, 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 consulting 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.

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 a Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares, and (if applicable) the amount of uncovered distribution charges of the principal underwriter. The Class A, Class C and Class R 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 Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

Additional Information About Redemptions. The right to redeem shares of a 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 SEC, or during any emergency as determined by the SEC which makes it impracticable for a Fund or Portfolio to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.

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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.

While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of a Fund, either totally or partially, by a distribution in kind of readily marketable securities or securities withdrawn from a Portfolio. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.

Redemption Fees. Class A shares and Class I shares of International Equity Fund and Structured Emerging Markets Fund are subject to a redemption fee equal to 1% of the amount redeemed or exchanged within 90 days of the settlement of the purchase. For the fiscal year ended October 31, 2006, International Equity Fund and Structured Emerging Markets Fund received redemption fees equal to $44 and $25, respectively.

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 may terminate the withdrawal plan at any time without penalty.

Other Information. A Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

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.

Purchases at Net Asset Value. Class A and Class I shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with a 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 investment services, such as management, brokerage and custody, (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 similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; and 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 Code and “rabbi trusts”, (4) to officers and employees of a Fund’s custodian and transfer agent and (5) in connection with the ReFlow liquidity program. Class A shares may also be sold at net asset value to registered representatives and employees of investment dealers. Sales charges generally are waived 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.

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Waiver of Investment Minimums. In addition to waivers described in the prospectus, for Structured Emerging Markets Fund only, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of the Fund’s custodian and transfer agent.

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 eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period 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. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of any Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by the shareholder. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Shares purchased by an individual, his or her spouse and their children under the age of twenty-one, including shares held for the benefit of any such persons in trust or fiduciary accounts (including retirement accounts) or omnibus or "street name" accounts, 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. Exchanges may be made into the same class of another Eaton Vance fund.

Tax-Deferred Retirement Plans. Class A, Class C and Class R shares are available for purchase in connection with certain tax-deferred 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 consulting 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 compensation-type Distribution Plan (the “Class A Plan”) pursuant to Rule 12b-1 under the 1940 Act for Class A shares. The Class A Plan is designed to (i) finance activities which are primarily intended to result in the distribution and sales of Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter,

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investment dealers and other persons. The distribution and service fees payable under the Class A Plan shall not exceed 0.25% of the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid quarterly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A.

The Trust also has in effect a compensation-type Distribution Plan (the “Class C Plan“) pursuant to Rule 12b-1 under the 1940 Act for each Fund’s Class C shares. On each sale of shares (excluding reinvestment of distributions) the Class will pay the principal underwriter amounts representing (i) sales commissions equal to 6.25% of the amount received by a Fund for each Class share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called “uncovered distribution charges”. Class C pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares and for other distribution expenses (such as personnel, overhead, travel, printing and postage) and interest expenses. The principal underwriter currently pays an up-front sales commission (except on exchange transactions and reinvestments) of 0.75% of the purchase price of Class C shares, and an up-front service fee of 0.25% on Class C shares. Distribution fees paid by the Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the outstanding uncovered distribution charges of the Class. Whenever there are no outstanding uncovered distribution charges of the Class, the Class discontinues payment of distribution fees.

The Class C Plan also authorizes the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not exceeding 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class C, investment dealers currently receive (a) a service fee (except on exchange transactions and reinvestments) at the time of sale equal to 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% 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, see Appendix B.

The Trust also has in effect a compensation-type Distribution Plan (the "Class R Plan") pursuant to Rule 12b-1 under the 1940 Act for Dividend Income Fund’s Class R shares. The Class R plan provides for the payment of a monthly distribution fee to the principal underwriter of up to an annual rate of 0.50% of average daily net assets attributable to Class R shares. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% of average daily net assets attributable to Class R shares. Aggregate payments to the principal underwriter under the Class R Plan are limited to those permitted pursuant to a rule of the NASD. The Class R Plan also provides that Class R shares will pay a service fee to the principal underwriter in an amount equal on an annual basis of up to 0.25% of that portion of average daily net assets attributable to Class R shares for personal services and/or the maintenance of shareholder accounts. Service fees are paid quarterly in arrears. For the distribution and service fees paid by Class R shares, see Appendix D.

The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of each 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. The Eaton Vance organization will profit by reason of the operation of each Class C Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plan and from CDSCs have exceeded the total expenses incurred in distributing Class C shares. Because payments to the principal underwriter under the Class C Plan are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix B.

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 current Plans were initially approved by the Trustees, including the Plan Trustees, on: August 12, 2001 for Equity Research Fund; August 8, 2005 for Dividend Income Fund; February 12, 2006 for International Equity Fund; and March 27, 2006 for Structured Emerging Markets Fund. The Trustees of the Trust who are “interested” persons of the Trust 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.

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PERFORMANCE

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

Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, t he net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B, Appendix C and Appendix D.

In addition to the foregoing total return figures, each Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. 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. A Fund’s performance may differ from that of other investors in a Portfolio, including other investment companies.

Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price per share (including the maximum of any initial sales charge) on the last day of the period and annualizing the resulting figure. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments.

Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of each Fund. Pursuant to the Policies, information about portfolio holdings of a Fund may not be disclosed to any party except as follows:

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The Funds, the investment adviser, the sub-adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Fund’s portfolio holdings.

The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Funds. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by a Fund or Portfolio. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Funds.

TAXES

Each series of the Trust is treated as a separate entity for federal income tax purposes. Each Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, each Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If a Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, a Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. Each Fund qualified as a RIC for its fiscal year ended October 31, 2006. Each Fund also seeks to avoid payment of federal excise tax. However, if a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts.

Because the Dividend Income Fund and International Equity Fund invest their assets in a Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for each Fund to also satisfy these requirements. For federal income tax purposes, each 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. Each Fund, as an investor in a Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. Each

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Portfolio will allocate at least annually among its investors, including a Fund, 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, each 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 a Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) 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 any available capital loss carryforwards and (iii) 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. If a Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that a Fund qualifies as a RIC and the Dividend Income and International Equity Portfolio are treated as partnerships for Massachusetts and federal tax purposes, neither the Funds nor the Portfolios should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.

If a Fund does not qualify as a RIC for any taxable year, the Fund’s taxable 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 the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. 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 substantial distributions.

For the taxable years beginning on or before December 31, 2010, “qualified dividend income” received by an individual will be taxed at the rates applicable to long-term capital gains. In order for some portion of the dividends allocated by a Portfolio to a Fund and received by a Fund shareholder to be qualified dividend income, the Fund or Portfolio must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or Portfolio or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, on the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a "passive foreign investment company" (as defined below). In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to such Fund’s shares. In any event, if the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income, then 100% of the Fund’s dividends (other than properly designated capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain included in the term “gross income” is the excess of net short-term capital gain over net long-term capital loss. Because the Structured Emerging Markets Fund invests in securities of companies located in emerging market countries, it is not expected that a significant portion of the Fund’s distributions will be derived from qualified dividend income.

Certain types of income received by a Fund from REITs, real estate mortgage investment conduits (“REMICs”), taxable mortgage pools or other investments may cause a Fund to designate some or all of its distributions as “excess inclusion income.” To Fund shareholders such excess inclusion income may (1) constitute taxable income, as “unrelated business taxable income” (“UBTI”) for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) as UBTI cause a charitable remainder trust to lose its tax-exempt status; (3) not be offset against net operating losses for tax purposes; (4) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (5) cause a Fund to be subject to tax if certain “disqualifed organizations" as defined by the Code are Fund shareholders.

A Fund or Portfolio’s investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to a Fund or Portfolio, defer

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Fund or Portfolio losses, cause adjustments in the holding periods of Fund or Portfolio securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors.

As a result of entering into swap contracts, a Fund or Portfolio may make or receive periodic net payments. A Fund or Portfolio may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund or Portfolio has been a party to a swap for more than one year). The tax treatment of many types of credit default swaps is uncertain.

In general, gain or loss on a short sale is recognized when a Fund or Portfolio closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered as capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in a Fund or Portfolio’s hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules would generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of "substantially identical property" held by a Fund or Portfolio. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, "substantially identical property" has been held by a Fund or Portfolio for more than one year. In general, a Fund or Portfolio will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered into.

Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

Investments in “passive foreign investment companies” (“PFICs”) could subject a Fund or Portfolio to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the passive foreign investment company as a “qualified electing fund”.

If a Fund or Portfolio were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, the Fund or Portfolio might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the fund, and such amounts would be subject to the distributions requirements described above. In order to make this election, a Fund or Portfolio would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if a Fund or Portfolio were to make a mark-to-market election with respect to a PFIC, the Fund or Portfolio would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, a Fund or Portfolio would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. A Fund or Portfolio may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. A Fund or Portfolio may have to distribute this “phantom” income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.

The Dividend Income Portfolio and Equity Research Fund may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of the Dividend Income Portfolio and the Equity Research Fund will consist of securities issued by foreign corporations, a Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by the Portfolio and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes.

The Structured Emerging Markets Fund’s and International Equity Portfolio’s investments in foreign securities may be subject to foreign withholding taxes, or other foreign taxes with respect to income (possibly including, in some cases, capital gains), which would decrease the Fund’s income on such securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. If more than 50% of a Fund’s assets at year end consists of the debt and equity securities of foreign corporations, 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. Each Fund may qualify for and make this election in some, but not necessarily all, of its taxable years. 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 a Fund may be subject to certain limitations imposed by the Code

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(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. In particular, the Fund must own the dividend-paying stock for more than 15 days during the 31-day period beginning 15 days prior to the ex-dividend date. Likewise, shareholders must hold their Fund shares (without protection from risk or loss) on the ex-dividend date and for at least 15 additional days during the 31-day period beginning 15 days prior to the ex-dividend date to be eligible to claim the foreign tax with respect to a given dividend. Shareholders who do not itemize deductions on their federal income tax returns may claim a credit (but no deduction) for such taxes. Individual shareholders subject to the alternative minimum tax ("AMT") may not deduct such taxes for AMT purposes.

A portion of distributions made by the Equity Research Fund which are derived from dividends from domestic corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the 91-day period beginning 45 days before the ex-dividend date. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase an alternative minimum tax for certain corporations.

Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. 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 subject to a front-end sales charge 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 Fund shares (or shares 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.

Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”), are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). For taxable years beginning before January 1, 2008, a Fund generally will not be required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by a Fund.

Until December 31, 2007, if a Fund makes a distribution to a foreign shareholder that is attributable to interests in U.S. real property or in corporations for which direct or indirect interests in U.S. real property exceed certain levels and if such foreign shareholder owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year, the distribution will be subject to a 35% withholding tax and will obligate such foreign shareholder to file a U.S. tax return. If a foreign person who owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year redeems shares of the Fund within the 30 days prior to an ex-dividend date of a distribution subject to the 35% tax and within 30 days before or after the ex-dividend date acquires or contracts to acquire a substantially identical interest in the Fund, such foreign person may be subject to the 35% tax and a U.S. filing requirement. After December 31, 2007, these rules apply only to Fund distributions attributable to distributions received by a Fund from real estate investment trusts.

Recent legislation modifies the tax treatment of distributions from a Fund that are paid to a foreign person and are attributable to gain from “U.S. real property interests” (“USRPIs”), which the Code defines to include direct holdings of U.S. real property and interests (other than solely as a creditor) in “U.S. real property holding corporations” such as REITs.

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Distributions to foreign persons that are paid on or before December 31, 2007 and are attributable to gains from the sale or exchange of USRPIs will give rise to an obligation for those foreign persons to file a U.S. tax return and pay tax, and may well be subject to withholding under future regulations. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from the sale or exchange of USRPIs.

Amounts paid by a 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 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted.

If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and 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 federal, state, local, and, where applicable, foreign tax consequences of investing in a Fund.

PORTFOLIO SECURITIES TRANSACTIONS

Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by the investment adviser or sub-adviser, if applicable, of each Fund or Portfolio (each referred to herein as the "investment adviser"). Each Fund or Portfolio is responsible for the expenses associated with portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with many firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser 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 executing firm’s services including the responsiveness of the firm to the investment adviser, 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 the services rendered by the firm in other transactions, and the reasonableness of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for a Fund or Portfolio. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer 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 often involve the payment of brokerage commissions, which may be 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

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underwritten offering the price paid often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

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 that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser 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 the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph.

It is a common practice of the investment advisory industry and of 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-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The ratio of the commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services over the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

Consistent with the foregoing practices, the investment adviser receives Research Services from many broker-dealer firms with which the investment adviser places transactions and may receive them from third parties with which these broker-dealers have arrangements. Each Fund, Portfolio and the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by the investment adviser in connection with its investment responsibilities.

Research Services received by the investment adviser may include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, certain proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, news and information services, certain pricing and quotation equipment and services, and certain research oriented computer software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser 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 the investment adviser 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 investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

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In the event that the investment adviser executes Fund or Portfolio securities transactions with a broker-dealer on or after May 1, 2004 and the associated commission is consideration for Third Party Research Services (as described above), the investment adviser has agreed to reduce the advisory fee payable by a Fund or Portfolio by an amount equal to the commission payment associated with the transaction divided by the applicable Third Party Research Services Payment Ratio.

Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by a Fund or Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the investment adviser.

The investment companies sponsored by the investment adviser or its affiliates 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 the investment adviser, to such companies. Such companies may also pay cash for such information.

Securities considered as investments for a Fund or Portfolio may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by a Fund or Portfolio and one or more of such other accounts simultaneously, the investment adviser 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 a Fund or 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 the investment adviser 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 a Fund or Portfolio from time to time, it is the opinion of the Trustees of the Trust and each Portfolio that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

The following table shows brokerage commissions paid during the periods specified in the table, as well as the amount of Fund or Portfolio security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution.

                    Amount of Transactions    Commissions Paid on Transactions 
                       Directed to Firms               Directed to Firms 
          Brokerage Commissions Paid for the Fiscal Year Ended       Providing Research               Providing Research  
            Fund/Portfolio     10/31/06     10/31/05     10/31/04         10/31/06                     10/31/06  
       Dividend Income (1)     $195,330       N/A       N/A       $205,928,268                   $192,670 
         Equity Research       2,190    $1,799    $1,295       $     3,949,493                   $    2,176 
     International Equity (2)       14,161       N/A       N/A       $                     0                   $         0 
Structured Emerging Markets (3)       28,454       N/A       N/A       $                     0                   $         0 

(1)      For the period from the start of business March 24, 2006 to October 31, 2006 represents brokerage commissions paid by the Portfolio and for the period from November 30, 2005 to March 24, 2006, represents brokerage commissions paid by the Fund.
 
(2)      For the period from the International Equity Portfolio’s start of business May 31, 2006 to October 31, 2006.
 
(3)      For the period from the Structured Emerging Market Fund’s start of business June 30, 2006 to October 31, 2006.
 

37


FINANCIAL STATEMENTS

The audited financial statements of, and the independent registered public accounting firms’ reports for, the Funds and the Portfolios, appear in the Funds’ most recent annual report to shareholders and are incorporated by reference into this SAI. A copy of the annual reports accompanies 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 Funds and the Portfolios listed below for the fiscal year ended October 31, 2006, as previously filed electronically with the SEC:

Eaton Vance Dividend Income Fund
Dividend Income Portfolio
Eaton Vance Equity Research Fund
Eaton Vance International Equity Fund
International Equity Portfolio
(Accession No. 0001104659-07-001290)
Eaton Vance Structured Emerging Markets Fund
(Accession No. 0000950156-07-000001)

38


APPENDIX A

Class A Fees, Performance & Ownership

Sales Charges and Distribution and Service Fees. For the fiscal year ended October 31, 2006, the following table shows (1) total sales charges paid by each Fund, (2) sales charges paid to investment dealers, (3) sales charges paid to the principal underwriter, (4) CDSC payments to the principal underwriter, (5) total distribution and service fees paid by each Fund, and (6) distribution and service fees paid to investment dealers. Distribution and service fees that were not paid to investment dealers were retained by the principal underwriter.

                        Distribution and 
                CDSC Paid to    Total Distribution    Service Fees Paid 
    Total Sales    Sales Charges to     Sales Charges to     Principal     and Service     to Investment 
Fund     Charges Paid     Investment Dealers     Principal Underwriter     Underwriter         Fees Paid           Dealers  
Dividend Income (1)     $578,046       $491,604           $86,442         $0       $15,265         $ 725 
Equity Research       16,769             14,243               2,526           0           5,523         1,351 
International Equity (2)          4,753               3,895                 859           0                 48                 3 
Structured Emerging Markets (3)          1,634               1,400                 234           0               255               16 

(1)      For the period from the start of business, November 30, 2005, to October 31, 2006.
 
(2)      For the period from the start of business, May 31, 2006, to October 31, 2006.
 
(3)      For the period from the start of business, June 30, 2006, to October 31, 2006.
 

For the fiscal year ended October 31, 2005, the following total sales charges were paid on sales of Class A shares of Equity Research Fund, of which the principal underwriter received the following amounts. The balance of such amounts was paid to investment dealers.

    October 31, 2005    October 31, 2005 
       Total Sales     Sales Charges to 
Fund         Charges Paid     Principal Underwriter  
 
Equity Research*           $544             $69 

* For the fiscal year ended October 31, 2004, no sales charges were paid on sales of Class A shares.

Performance Information. As of the date of this SAI, this Class of Dividend Income Fund, International Equity Fund and Structured Emerging Markets Fund had not had a full fiscal year so there is no performance information. The table below for Equity Research Fund indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. For the fiscal year ended October 31, 2006, each Fund’s expenses were subsidized. Absent the subsidy, Fund performance would have been lower.

Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.

39


  Equity Research Fund     Length of Period Ended October 31, 2006 
Average Annual Total Return:           One Year     Life of Fund  
Before Taxes and Excluding Maximum Sales Charge         15.59%     7.11% 
Before Taxes and Including Maximum Sales Charge           8.96%     5.85% 
After Taxes on Distributions and Excluding Maximum Sales Charge         14.69%     6.93% 
After Taxes on Distributions and Including Maximum Sales Charge           8.11%     5.67% 
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge         11.04%     6.12% 
After Taxes on Distributions and Redemption and Including Maximum Sales Charge           6.67%     5.01% 
       Class A shares commenced operations on November 1, 2001.         

Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Dividend Income Fund    Charles Schwab & Co. Inc.    San Francisco, CA    17.2% 
    Merrill Lynch, Pierce, Fenner & Smith Incorporated    Jacksonville, FL    10.5% 
Equity Research Fund    Patterson & Co. FBO Eaton Vance Master Tr for Ret Plan    Charlotte, NC    25.2% 
    Patterson & Co. FBO Eaton Vance Mgt Ps/MP Self-Directed    Charlotte, NC    14.8% 
    Eaton Vance Management    Boston, MA    14.4% 
International Equity Fund    Mars & Co.    Boston, MA    31.4% 
    Charles Schwab & Co. Inc.    San Francisco, CA    10.8% 
Structured Emerging Markets Fund    Union Bank Trust FBO TS Palo Alto Research Center    San Diego, CA    23.1% 
    Pershing LLC    Jersey City, NJ    19.4% 
    Pershing LLC    Jersey City, NJ    6.8% 
    NFS LLC FEBO Lon R. Ballard    Morton, IL    6.3% 

Beneficial owners of 25% or more of a Class are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.

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

40


APPENDIX B

Class C Fees, Performance & Ownership

Distribution and Service Fees. For the fiscal year ended October 31, 2006, the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class C), (5) service fees paid under the Distribution Plan, and (6) 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.

     Commission Paid by                     
    Principal Underwriter to     Distribution Fee                   Service Fees 
           Investment           Paid to       CDSC Paid to    Uncovered Distribution    Service           Paid to 
Fund               Dealers     Principal Underwriter     Principal Underwriter               Charges       Fees     Investment Dealers  
 
Dividend Income (1)            $141,588           $39,656           $1,336    $1,070,000 (4.6%)    $13,207         $47,197 
 
International Equity (2)                      833                 126                     0             8,000 (7.8%)           42                 282 
 
Structured Emerging Markets (3)                      776                 185                     0           10,500 (8.0%)           62                 258 

(1)      For the period from the start of business, November 30, 2005, to October 31, 2006.
 
(2)      For the period from the start of business, May 31, 2006, to October 31, 2006.
 
(3)      For the period from the start of business, June 30, 2006, to October 31, 2006.
 

Performance Information. As of the date of this SAI, this Class of each Fund had not had a full fiscal year so there is no performance information.

Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Dividend Income Fund    Merrill Lynch, Pierce, Fenner & Smith Incorporated    Jacksonville, FL    30.4% 
International Equity Fund    Merrill Lynch, Pierce, Fenner & Smith Incorporated    Jacksonville, FL    16.2% 
    RBC Dain Rauscher FBO Thomas L. Ployhart    Stillwater, MN    15.5% 
    John R. Brochon    Croydon, PA    8.0% 
    PFPC Trust Co. FBO Carolyn L. Blum    Bordentown, NJ    7.1% 
    Raymond James & Associates Inc. FBO Erris Edward    St. Petersburg, FL    7.0% 
    Raymond James & Associates Inc. FBO McMurrey IRA    St. Petersburg, FL    6.5% 
Structured Emerging Markets Fund    Pershing LLC    Jersey City, NJ    21.3% 
    Merrill Lynch, Pierce, Fenner & Smith Incorporated    Jacksonville, FL    17.3% 
    Pershing LLC    Jersey City, NJ    5.5% 
    NFS LLC FBO Bruce Bowman    Brooklyn, NY    5.2% 

Beneficial owners of 25% or more of a Class are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.

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

41


APPENDIX C

Class I Fees, Performance & Ownership

Performance Information. As of the date of this SAI, this Class of each Fund had not had a full fiscal year so there is no performance information.

Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Dividend Income Fund    Turtle & Co.    Boston, MA    82.0% 
    Bowen David & Co.    Boston, MA    9.4% 
    Mars & Co.    Boston, MA    7.5% 
International Equity Fund    Charles Schwab & Co. Inc.    San Francisco, CA    60.4% 
    Eaton Vance Management    Boston, MA    13.0% 
    Wharton P. Whitaker    Boston, MA    9.3% 
Structured Emerging Markets Fund    Eaton Vance Management    Boston, MA    21.1% 
    Ashbridge International Equity Trust U/A Dtd 2/1/04    Philadelphia, PA    12.4% 
    SEI Private Trust Company    Oaks, PA    7.8% 
    NFS LLC FBO St. Barnabas Charitable Foundation    Gibsonia, PA    5.4% 

Beneficial owners of 25% or more of a Class are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.

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

As of the date hereof, Eaton Vance owned all of the shares of this Class of the Equity Research Fund, being the only shares of this Class outstanding. Eaton Vance is a Massachusetts business trust and a wholly-owned subsidiary of EVC.

42


APPENDIX D

Class R Fees, Performance & Ownership

Distribution and Service Fees. For the fiscal year ended October 31, 2006, the following table shows for Dividend Income Fund (1) distribution fees paid to the principal underwriter under the Distribution Plan, (2) total service fees paid, and (3) 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 Fee           Service Fees 
             Paid to    Total Service           Paid to 
    Principal Underwriter       Fees Paid     Investment Dealers  
Dividend Income Fund             $27       $20             $7 

Performance Information. As of the date of this SAI, this Class of Dividend Income Fund had not had a full fiscal year so there is no performance information.

Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Dividend Income Fund    Eaton Vance Management    Boston, MA    18.1% 
    Hilliard Lyons Special Custody Account    Louiseville, KY    17.2% 
    NFS LLC FBO Ann D. McGonigle    Wayland, MA    15.9% 
    Morgan Keegan & Company, Inc. FBO Sandra Priutt - IRA    Westfield, IN    10.3% 
    NFS LLC FBO Christine E. Kieras    Des Plaines, IL    9.3% 
    NFS LLC FBO Kenneth J. Piechowski    Strongville, OH    8.0% 
    NFSC FBO Angelo Testi & Marianne Testi    Highwood, IL    6.1% 
    Wells Fargo Investments LLC    Minneapolis, MN    5.9% 

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

43


APPENDIX E

EATON VANCE FUNDS
PROXY VOTING POLICY AND PROCEDURES

I. Overview

The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

II. Delegation of Proxy Voting Responsibilities

Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

III. Delegation of Proxy Voting Disclosure Responsibilities

The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31 st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

IV. Conflicts of Interest

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

44


Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

V. Reports

The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

45


APPENDIX F

EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
PROXY VOTING POLICIES AND PROCEDURES

I. Introduction

Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

II. Overview

Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

III.       Roles and Responsibilities
 
  A.       Proxy Administrator
 
  The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.
 
  B.       Agent
 
  An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist
in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant
 
 

46


  to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request. Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.
 
  C.       Proxy Group
 
  The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.
 
  For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.
 
  If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.
 
  If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.
 
  The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.
 
 
IV.       Proxy Voting Guidelines (“Guidelines”)
 
  A.       General Policies
 
  It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.
 
  In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.
 
  When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.
 
  Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.
 
  B.       Proposals Regarding Mergers and Corporate Restructurings
 
  The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.
 
  C.       Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers
 
  The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.
 
  D.       Corporate Structure Matters/Anti-Takeover Defenses
 
  As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).
 

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E. Social and Environmental Issues

The Advisers generally support management on social and environmental proposals.

F. Voting Procedures

Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

2. NON-VOTES: Votes in Which No Action is Taken

The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e. g. , proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e. g. , certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted

If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

V. Recordkeeping

The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

     • A copy of the Advisers’ proxy voting policies and procedures;

     • Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR database or are kept by the Agent and are available upon request;

     • A record of each vote cast;

     • A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and

     • Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written or oral) for such records.

All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients

A. Assessment of Agent

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The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.

B. Conflicts of Interest

As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:

  • Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
     
  • A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
     
  • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
     
  • If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
     
  • If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:
     
     
  • The client, in the case of an individual or corporate client;
     
     
  • In the case of a Fund, its board of directors, or any committee or sub-committee identified by the board; or
     
     
  • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.
     

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

    The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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    APPENDIX G

    EAGLE GLOBAL ADVISORS, L.L.C.
    PROXY VOTING POLICIES

    I.  Introduction

    Eagle Global Advisors, L.L.C. (the “Adviser”) has each adopted and implemented policies that the Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Adviser’s authority to vote the proxies of its clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policies and Procedures. These proxy policies reflect the Securities and Exchange Commission (“SEC”) requirements governing Adviser and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    Overview

    The Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, the Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). The Adviser is adopting the formal written guidelines described in detail below and will utilize such guidelines in voting proxies on behalf of its clients. These guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    In seeking to ensure a level of consistency and rationality in the proxy voting process, the guidelines contained in these policies are designed to address the manner in which certain matters that arise regularly in proxies will generally be voted. However, the Adviser takes the view that these guidelines should not be used as mechanical instructions for the exercise of this important shareholder right. Except in the instance of routine matters related to corporate administrative matters which are not expected to have a significant economic impact on the company or its shareholders (on which the Adviser will routinely vote with management), the Adviser will review each matter on a case-by-case basis and reserve the right to deviate from these guidelines when they believe the situation warrants such a deviation. In addition, no set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to review and vote proxies on behalf of the Adviser’s clients) may seek insight from the Adviser’s analysts and portfolio managers on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly. The guidelines are just that: guidelines rather than hard and fast rules, simply because corporate governance issues are so varied.

    Proxy Voting Guidelines

    The following guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, the Adviser will utilize these guidelines in conjunction with recommendations from Institutional Shareholder Services when voting proxies on behalf of its clients.

    A. Election of Board of Directors

    The Adviser believes that a Board of Directors should primarily be independent, not have significant ties to management and consist of members who are all elected annually. In addition, the Adviser believes that imporant Board committees ( e.g. , audit, nominating and compensation committees) should be entirely independent. In general,

    • The Adviser will support the election of directors that result in a Board made up of a majority of independent directors.
    • The Adviser will support the election for independent directors to serve on the audit, compensation, and/or nominating committees of a Board of Directors.
    • The Adviser will hold all directors accountable for the actions of the Board’s committees. For example, the Adviser will consider withholding votes for nominees who have recently approved compensation arrangements that the Adviser deems excessive or propose equity-based compensation plans that unduly dilute the ownership interests of shareholders.

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    • The Adviser will support efforts to declassify existing Boards, and will vote against proposals by companies to adopt classified Board structures.
    • The Adviser will vote against proposals for cumulative voting, confidential stockholder voting and the granting of pre-emptive rights.

    B. Approval of Independent Auditors

    The Adviser believes that the relationship between the company and its auditors should be limited primarily to the audit engagement and closely allied audit-related and tax services, although non-audit services may be provided so long as they are consistent with the requirements of the Sarbanes-Oxley Act and, if required, have been approved by an independent audit committee. The Adviser will also consider the reputation of the auditor and any problems that may have arisen in the auditor’s performance of services.

    C. Executive Compensation

    The Adviser believes that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of management, employees, and directors. However, the Adviser is opposed to plans that substantially dilute shareholders’ ownership interests in the company or have objectionable structural features.

    • The Adviser will generally vote against plans where total potential dilution (including all equity-based plans) seems likely to exceed 15% of shares outstanding over ten years and extends longer than ten years.
    • The Adviser will generally vote against plans if annual option grants exceed 2% of shares outstanding.

    These total and annual dilution thresholds are guidelines, not ceilings, and when assessing a plan’s impact on client shareholdings the Adviser will consider other factors such as specific industry practices, company and stock performance and management credibility. The Proxy Administrator may consult with the relevant analyst(s) or portfolio manager(s), to determine when or if it may be appropriate to exceed these guidelines.

    • The Adviser will typically vote against plans that have any of the following structural features:
    • Ability to re-price underwater options without shareholder approval.
    • The unrestricted ability to issue options with an exercise price below the stock’s current market price.
    • Automatic share replenishment (“evergreen”) feature.
    • The Adviser is supportive of measures intended to increase long-term stock ownership by executives. These may include:
    • Requiring senior executives to hold a minimum amount of stock in the company (frequently expressed as a certain multiple of the executive’s salary).
    • Using restricted stock grants instead of options.

    Utilizing phased vesting periods or vesting tied to company specific milestones or stock performance. The Adviser will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.

    In assessing a company’s executive compensation plan, the Adviser will weigh all components of the plan. For example, the grant of stock options to executives of a company in a particular year may appear excessive if that grant goes above 2% of the shares outstanding of the company. However, such grants may be appropriate if the senior management of the company has accepted significantly reduced cash compensation for the year in lieu of receiving a greater number of options.

    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, the Adviser opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. In general,

    • Because a classified board structure prevents shareholders from electing a full slate of directors annually, the Adviser will typically vote against proposals to create classified boards and vote in favor of shareholder proposals to declassify a board.
    • The Adviser will vote for proposals to subject shareholder rights plans (“poison pills”) to a shareholder vote.
    • The Adviser will vote for shareholder proposals that seek to eliminate supermajority voting requirements and oppose proposals seeking to implement supermajority voting requirements.

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    • The Adviser will generally vote against proposals to authorize preferred stock whose voting, conversion, dividend and other rights are determined at the discretion of the board of directors when the stock is issued, when used as an anti-takeover device. However, such “blank check” preferred stock may be issued for legitimate financing needs and the Adviser may vote for proposals to issue such preferred stock when it believes such circumstances exist.
    • The Adviser will vote for proposals to lower barriers to shareholder action (for example, limiting rights to call special meetings or act by written consent).
    • The Adviser will vote against proposals for a separate class of stock with disparate voting rights.
    • The Adviser will consider on a case-by-case basis on board approved proposals regarding changes to a company’s capitalization; however, the Adviser will generally vote in favor of proposals authorizing the issuance of additional common stock (except in the case of a merger, restructuring or another significant corporate event which will be handled on a case-by-case basis), provided that such issuance does not exceed three times the number of currently outstanding shares.

    E. State of Incorporation/Offshore Presence

    Under ordinary circumstances, the Adviser will not interfere with a choice to reincorporate or reorganize a company in a different jurisdiction, provided that management’s decision has been approved by the board of directors. The Adviser recognizes that there may be benefits to reincorporation (such as tax benefits and more developed business laws in the jurisdiction of reincorporation). Each proposal to reincorporate in offshore tax havens will be reviewed on a case-by-case basis to determine whether such actions are in the best interests of the shareholders of the company, including the Adviser’s clients.

    F. Environmental/Social Policy Issues

    The Adviser believes that “ordinary business matters” are primarily the responsibility of management and should be approved solely by the company’s board of directors. The Adviser recognizes that certain social and environmental issues raised in shareholder proposals are the subject of vigorous public debate and many are the subject of legal statutes or regulation by federal and/or state agencies. The Adviser generally supports management on these types of proposals, although they may make exceptions where they believe a proposal has substantial economic implications. The Adviser expects that the companies in which they invest its clients’ assets will act as responsible corporate citizens.

    G. Circumstances Under Which The Adviser Will Abstain or Take No Action From Voting

    The Adviser will seek to vote all proxies for clients who have delegated the responsibility to vote such proxies to the Adviser. Under certain circumstances, the costs to its clients associated with voting such proxies would far outweigh the benefit derived from exercising the right to vote. In those circumstances, the Adviser will make a case-by-case determination on whether or not to vote such proxies. In the case of countries which required so-called “share blocking,” the Adviser will take no action from voting. The Adviser will not seek to vote proxies on behalf of its clients unless it has agreed to take on that responsibility on behalf of a client. Finally, the Adviser may be required to abstain from voting on a particular proxy in a situation where a conflict exists between the Adviser and its client. The policy for resolution of such conflicts is described below in Section V.

    Recordkeeping

    The Adviser will maintain records relating to the proxies they vote on behalf of its clients in accordance with Section 204- 2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of the Adviser’s proxy voting policies and procedures;

    • Proxy statements received regarding client securities (if such proxies are available on the SEC’s EDGAR system or a third party undertakes to promptly provide a copy of such documents to the Adviser, the Adviser does not need to retain a separate copy of the proxy statement);

    • A record of each vote cast*;

    • A copy of any document created by the Adviser that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and

    • Each written client request for proxy voting records and the Adviser’s written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Adviser for two years after they are created.

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    Identification and Resolution of Conflicts with Clients

    As fiduciaries to its clients, the Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Adviser are able to identify potential conflicts of interest, the Adviser will take the following steps:

    • Quarterly, the Proxy Administrator will compile a list of significant clients or prospective clients of the Adviser (the “Conflicted Companies”). A Conflicted Company is a company/client that makes up more than 10% of the Advisors revenue or a company where the Advisors is also a finalist for new business that makes up more than 10% of the Advisors revenue.
    • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she expects to receive or has received proxy statements (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Eaton Vance Chief Legal Officer and the Chief Equity Investment Officer.

    *A record of all proxy statements with respect to securities held in client portfolios with respect to which the Company has agreed to vote proxies shall be maintained in the form of copies and an EXCEL (or similar) spreadsheet. Hard copies of the proxy statements shall not be maintained in Company files; instead, the Company shall rely on obtaining a copy of a proxy statement from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. The person responsible for voting proxies shall maintain a record detailing for each company- in the form of copies and an EXCEL (or similar) spreadsheet containing the following information for each matter relating to a portfolio security considered at any shareholder meeting with respect to which the client is entitled to vote:

    a.       The name of the issuer of the portfolio security;
     
    b.       The exchange ticker symbol of the portfolio security;
     
    c.       Whether the registrant cast its vote for or against management.
     

    The Eaton Vance Chief Legal Officer and Chief Equity Investment Officer will then determine if a conflict of interest exists between the relevant Adviser and its client. If they determine that a conflict exists, they or their designees will take the following steps to seek to resolve such conflict prior to voting any proxies relating to these Conflicted Companies.

    • If the Proxy Administrator expects to vote the proxy of the Conflicted Company strictly according to the guidelines contained in these Proxy Voting Policies (the “Policies”), he will (i) inform the Eaton Vance Chief Legal Officer and Chief Equity Investment Officer (or their designees) of that fact, (ii) vote the proxies and (iii) record the existence of the conflict and the resolution of the matter.
    • If the Proxy Administrator intends to vote in a manner inconsistent with the guidelines contained herein or, if the issues raised by the proxy are not contemplated by these Policies, and the matters involved in such proxy could have a material economic impact on the client(s) involved, the Adviser will seek instruction on how the proxy should be voted from:
    • The client, in the case of an individual or corporate client;
    • In the case of a Fund its board of directors, or any committee identified by the board; or
    • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Adviser’s clients’ securities holdings in the Conflicted Company, the Adviser may vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the conflict and the resolution of the matter.

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    APPENDIX H

    PARAMETRIC PORTFOLIO ASSOCIATES

    PROXY VOTING POLICY

      Introduction

    Proxy voting policies and procedures are required by Rule 206(4)-6 of the Investment Advisers Act of 1940. Parametric Portfolio Associates’ Proxy Voting policy and Procedures are currently effective.

      General Policy

    We view seriously our responsibility to exercise voting authority over shares we hold as fiduciary. Proxies increasingly contain controversial issues involving shareholder rights, corporate governance and social concerns, among others, which deserve careful review and consideration. Exercising the proxy vote has economic value for our clients, and therefore, we consider it to be our fiduciary duty to preserve and protect the assets of our clients including proxy votes for their exclusive benefit.

    It is our policy to vote proxies in a prudent and diligent manner after careful review of each company's proxy statement. We vote on an individual basis and base our voting decision exclusively on our reasonable judgment of what will serve the best financial interests of our clients, the beneficial owners of the security. Where economic impact is judged to be immaterial, we typically will vote in accordance with management’s recommendations. In determining our vote, we will not and do not subordinate the economic interests of our clients to any other entity or interested party.

    Our responsibility for proxy voting for the shareholders of a particular client account will be determined by the investment management agreement or other documentation. Upon establishing that we have such authority, we will instruct custodians to forward all proxy materials to us.

    For those clients for whom we have undertaken to vote proxies, we will retain final authority and responsibility for such voting. In addition to voting proxies, we will

      •Provide clients with this proxy voting policy, which may be updated and supplemented from time to time;

    •Apply the policy consistently and keep records of votes for each client in order to verify the consistency of such
    voting;

    •Keep records of such proxy voting available for inspection by the client or governmental agencies – to determine
    whether such votes were consistent with policy and demonstrate that all proxies were voted; and

    •Monitor such voting for any potential conflicts of interest and maintain systems to deal with these issues
    appropriately.

      Voting Policy

      We generally vote with management in the following cases:

      •“Normal” elections of directors

    •Approval of auditors/CPA

    •Directors’ liability and indemnification

    •General updating/corrective amendments to charter

    •Elimination of cumulative voting

    •Elimination of preemptive rights

    •Capitalization changes which eliminate other classes of stock and voting rights

    •Changes in capitalization authorization for stock splits, stock dividends, and other specified needs

    •Stock purchase plans with an exercise price of not less than 85% fair market value

    •Stock option plans that are incentive based and are not excessive

    •Reductions in supermajority vote requirements

    •Adoption of anti-greenmail provisions

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    We generally will not support management in the following initiatives:

      •Capitalization changes which add classes of stock which are blank check in nature or that dilute the voting interest of
    existing shareholders

    •Changes in capitalization authorization where management does not offer an appropriate rationale or that are
    contrary to the best interest of existing shareholders

    •Anti-takeover and related provisions which serve to prevent the majority of shareholders from exercising their rights
    or effectively deter appropriate tender offers and other offers

    •Amendments to by-laws which would require super-majority shareholder votes to pass or repeal certain provisions

    •Classified boards of directors

    •Re-incorporation into a state which has more stringent anti-takeover and related provisions

    •Shareholder rights plans which allow appropriate offers to shareholders to be blocked by the board or trigger
    provisions which prevent legitimate offers from proceeding

    •Excessive compensation or non-salary compensation related proposals

    •Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements
    that benefit management and would be costly to shareholders if triggered

    Traditionally, shareholder proposals have been used mainly for putting social initiatives and issues in front of management and other shareholders. Under our fiduciary obligations, it is inappropriate to use client assets to carry out such social agendas or purposes. Therefore, shareholder proposals are examined closely for their effect on the best interest of shareholders (economic impact) and the interests of our clients, the beneficial owners of the securities.

    When voting shareholder proposals, initiatives related to the following items are generally supported:

      •Auditors attendance at the annual meeting of shareholders

    •Election of the board on an annual basis

    •Equal access to proxy process

    •Submit shareholder rights plan poison pill to vote or redeem

    •Revise various anti-takeover related provisions

    •Reduction or elimination of super-majority vote requirements

    •Anti-greenmail provisions

    We generally will not support shareholders in the following initiatives:

      •Requiring directors to own large amounts of stock before being eligible to be elected

    •Restoring cumulative voting in the election of directors

    •Reports which are costly to provide or which would require duplicative efforts or expenditures which are of a non-
    business nature or would provide no pertinent information from the perspective of shareholders

    •Restrictions related to social, political or special interest issues which impact the ability of the company to do
    business or be competitive and which have a significant financial or best interest impact, such as specific boycotts of
    restrictions based on political, special interest or international trade considerations; restrictions on political
    contributions; and the Valdez principals.

    Proxy Committee

    The Proxy Committee is responsible for voting proxies in accordance with Parametric Portfolio Associates’ Proxy Voting Policy. The committee maintains all necessary corporate meetings, executes voting authority for those meetings, and maintains records of all voting decisions.

    The Proxy Committee consists of the following staff:

      •Proxy Administrator

    •Proxy Administrator Supervisor

    •Portfolio Management Representative

    •Chief Investment Officer

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    In the case of a conflict of interest between Parametric Portfolio Associates and its clients, the Proxy Committee will meet to discuss the appropriate action with regards to the existing voting policy or outsource the voting authority to an independent third party.

    Recordkeeping

    Proxy Voting records are maintained for 5 years. Records can be easily retrieved and accessed via our third party vendor.

    In addition to maintaining voting records, Parametric Portfolio Associates maintains the following:

      •Current voting policy and procedures;

    •All written client requests as they relate to proxy voting; and,

    •Any material research documentation related to proxy voting.

    To Obtain Proxy Voting Information

    Clients have the right to access any voting actions that were taken on their behalf. Upon request, this information will be provided free of charge.

    Toll-free phone number: 1-800-211-6707 E-mail address: proxyinfo@paraport.com

    Due to confidentiality, voting records will not be provided to any third party unless authorized by the client.

    PROXY VOTING PROCEDURES

    These procedures should be read in connection with the Proxy Voting Policy.

      •All proxies must be voted where such voting authority has been authorized.

    •Proxies must be forwarded to the appropriate analyst/portfolio manager for review.

    •Analysts/portfolio managers must complete, sign and return the proxy forms.

    •Routine proposals will be voted in a manner consistent with the firm’s standard proxy voting policy and will be
    voted accordingly unless notified otherwise by the analyst/portfolio manager.

    •Non-routine proposals (i.e., those outside the scope of the firm’s standard proxy voting policy) will be voted in
    accordance with analyst/portfolio manager guidance, and such rational will be documented via the Non-routine
    Proxy Voting Form (below).

    •Periodically, Parametric Compliance will distribute a list of potentially Conflicted Companies to the Proxy
    Administrator. This list consists of corporate affiliates and significant business partners and is prepared by the
    Company’s parent company Eaton Vance. When presented with proxies of Conflicted Companies, the Proxy
    Administrator shall notify the CCO and the Proxy Committee who will determine what the appropriate next action
    will be.

    If the Proxy Administrator expects to vote the proxy of the Conflicted Company strictly according to the guidelines contained in these Proxy Voting Policies (the “Policies”), she will (i) inform the CCO and Chief Investment Officer (or their designees) of that fact, (ii) vote the proxies and (iii) record the existence of the conflict and the resolution of the matter.

    If the Proxy Administrator intends to vote in a manner inconsistent with the guidelines contained herein or, if the issues raised by the proxy are not contemplated by these Policies, and the matters involved in such proxy could have a material economic impact on the client(s) involved, the Proxy Committee will seek instruction on how the proxy should be voted from:

    The client, in the case of an individual or corporate client;

    In the case of a Fund its board of directors, or any committee identified by the board; or

    The adviser, in situations where the Adviser acts as a sub-adviser or overlay manager to such adviser.

    If the client, fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the conflict and the resolution of the matter.

    56


    NON-ROUTINE PROXY VOTING FORM

    DATE:  ______________________ 
    CUSIP:  ______________________ 
    TICKER:  ______________________ 

    ISSUE SUMMARY:

    PORTFOLIO MANAGER CONCLUSION AND RATIONAL:

     

     

     

     

    PORTFOLIO MANAGER SIGNOFF:

    _____________________________________________________________

    NAME

    TITLE

    57


      STATEMENT OF
    ADDITIONAL INFORMATION
    March 1, 2007

    Eaton Vance Diversified Income Fund

    Eaton Vance Government Obligations Fund

    Eaton Vance High Income Fund

    Eaton Vance Low Duration Fund

    The Eaton Vance Building
    255 State Street
    Boston, Massachusetts 02109
    1-800-262-1122

    This Statement of Additional Information (“SAI”) provides general information about the Funds and each Portfolio. The Funds and Portfolios are diversified, open-end management investment companies. Each Fund is a series of Eaton Vance Mutual Funds Trust (the “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        Page 
    Strategies and Risks     2    Purchasing and Redeeming Shares    ^ 35  
    Investment Restrictions    ^ 16     Sales Charges    ^ 36  
    Management and Organization    ^ 20     Performance    ^ 39  
    Investment Advisory and Administrative Services    ^ 27     Taxes    ^ 41  
    Other Service Providers    ^ 33     Portfolio Securities Transactions    ^ 44  
    Calculation of Net Asset Value    ^ 33     Financial Statements    ^ 47  

     

    Appendix A: 

      Class A Fees, Performance and Ownership    ^ 48     Appendix E: Description of Corporate Bond Ratings    ^ 58  
    Appendix B:    Class B Fees, Performance and Ownership    ^ 51     Appendix F: Eaton Vance Funds Proxy Voting Policy and Procedures    ^ 62  
    Appendix C:    Class C Fees, Performance and Ownership    ^ 54     Appendix G: Adviser Proxy Voting Policies and Procedures    ^ 64  
    Appendix D:    Class R Fees, Performance and Ownership    ^ 57          

    Although each Fund offers only its shares of beneficial interest, it is possible that a Fund (or Class) might become liable for a misstatement
    or omission in this SAI regarding another Fund (or Class) because the Funds use this combined SAI. The Trustees of the Trust have con-
    sidered this factor in approving the use of a combined SAI.

    This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or
    accompanied by the Funds’ prospectus dated March 1, 2007 , 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.

    © 2007 Eaton Vance Management


    The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “NASD” for the National Association of Securities Dealers, Inc.

    As stated in the prospectus, each Fund currently invests in one or more investment companies managed by Eaton Vance or an affiliate. Unless the context indicates otherwise, the term “Portfolio” refers to each such investment company except that under “Strategies and Risks” the use of the term “Portfolio” in the description of an investment practice or technique refers to any Portfolio that may engage in that investment practice or technique (as described in the prospectus).

    STRATEGIES AND RISKS

    The primary strategies of the Funds and the Portfolios are defined in the prospectus. The following is a description of the various investment practices of the Portfolios (both primary and secondary) and a summary of certain attendant risks. A Portfolio’s investment adviser may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help the Portfolio achieve its investment objective, except that Investment Portfolio may engage in certain transactions to manage Low Duration Fund’s duration or certain Fund investment risks.

    Duration. Under normal circumstances, the dollar-weighted average duration (the “duration“) of Low Duration Fund’s investment in its corresponding Portfolios will not exceed three years. The dollar-weighted average duration of Diversified Income Fund will be between 1.5 and 3.5 years. A Fund’s duration is the sum of the Fund’s allocable share of the duration of each of the Portfolios in which it invests. A Fund’s allocable share of a Portfolio’s duration is determined by multiplying the Portfolio’s duration by the Fund’s percentage ownership of that Portfolio. In determining a Portfolio’s duration, the investment adviser will make certain assumptions concerning the anticipated prepayment of MBS. These same assumptions are also considered in determining the value of Portfolio assets, as described under “Calculation of Net Asset Value“. In comparison to maturity (which is the date on which a debt instrument ceases and the issuer is obligated to repay the principal amount), duration is a measure of the price volatility of a debt instrument as a result of changes in market rates of interest, based on the weighted average timing of the instrument’s expected principal and interest payments. Duration differs from maturity in that it considers a security’s yield, coupon payments, principal payments and call features in addition to the amount of time until the security finally matures. As the value of a security changes over time, so will its duration. Prices of securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. In general, a portfolio of securities with a longer duration can be expected to be more sensitive to interest rate changes than a portfolio with a shorter duration.

    Credit Quality. As described in the prospectus, initially and under normal market circumstances, Diversified Income Fund expects to maintain a dollar-weighted average portfolio credit quality of investment grade. In determining the average credit quality of the Fund, the investment adviser intends to consider the credits ratings of the securities owned by the Portfolios in which the Fund invests and use a methodology, based structurally on the S&P or Moody's rating system (or both) described in Appendix E to this SAI, which assumes a linear relationship in the credit quality ratings for ratings between C and AAA (Aaa). Securities with a rating below C will not be assigned any value in the calculation of average credit quality. For the purpose of determining the Fund's average credit quality, when a security is rated by more than one nationally recognized statistical rating agency, the adviser generally will use the highest rating available. Within this general guideline, the Fund may invest in individual securities of any credit quality. The Fund's holdings of lower rated securities and Senior Loans with lower credit ratings generally will be offset by MBS with very high credit ratings. A “barbell” portfolio of lower rated and higher rated securities may have risk characteristics that differ from fixed income securities with credit ratings equivalent to the portfolio average. Most notably, the Fund will contain a higher percentage of assets of lower quality that each individually involve a higher degree of credit risk and may be considered to be speculative in nature.

    Under unusual market conditions, Diversified Income Fund may not maintain the foregoing duration or satisfy the stated credit quality.

    Mortgage-Backed Securities. A Portfolio’s investments in mortgage-backed securities may include conventional mortgage pass-through securities, participation interests in pools of adjustable and fixed rate mortgage loans, stripped mortgage-backed securities (“SMBS”), floating rate mortgage-backed securities listed under “Indexed Securities“ and certain classes of multiple class CMOs (as described below). Mortgage-backed securities differ from bonds in that the principal is paid back by the borrower over the length of the loan rather than returned in a lump sum at maturity.

    Government National Mortgage Association (“GNMA”) Certificates and Federal National Mortgage Association (“FNMA”) Mortgage-Backed Certificates are mortgage-backed securities representing part ownership of a pool of mortgage loans. GNMA loans -- issued by lenders such as mortgage bankers, commercial banks and savings and loan associations -- are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A “pool” or group of

    2


    such mortgages is assembled and, after being approved by GNMA, is offered to investors through securities dealers. Once such pool is approved by GNMA, the timely payment of interest and principal on the Certificates issued representing such pool is guaranteed by the full faith and credit of the U.S. Government. FNMA, a federally chartered corporation owned entirely by private stockholders, purchases both conventional and federally insured or guaranteed residential mortgages from various entities, including savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers, and packages pools of such mortgages in the form of pass-through securities generally called FNMA Mortgage-Backed Certificates, which are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. GNMA Certificates and FNMA Mortgage-Backed Certificates are called “pass-through” securities because a pro rata share of both regular interest and principal payments, as well as unscheduled early prepayments, on the underlying mortgage pool is passed through monthly to the holder of the Certificate (i.e., a Portfolio). A Portfolio may purchase GNMA Certificates, FNMA Mortgage-Backed Certificates and various other mortgage-backed securities on a when-issued basis subject to certain limitations and requirements.

    The Federal Home Loan Mortgage Corporation (“FHLMC”), a corporate instrumentality of the U.S. Government created by Congress for the purposes of increasing the availability of mortgage credit for residential housing, issues participation certificates (“PCs”) representing undivided interest in FHLMC’S mortgage portfolio. While FHLMC guarantees the timely payment of interest and ultimate collection of the principal of its PCs, its PCs are not backed by the full faith and credit of the U.S. Government. FHLMC PCs differ from GNMA Certificates in that the mortgages underlying the PCs are monthly “conventional” mortgages rather than mortgages insured or guaranteed by a federal agency or instrumentality. However, in several other respects, such as the monthly pass-through of interest and principal (including unscheduled prepayments) and the unpredictability of future unscheduled prepayments on the underlying mortgage pools, FHLMC PCs are similar to GNMA Certificates.

    While it is not possible to accurately predict the life of a particular issue of a mortgage-backed “pass-through” security held by a Portfolio, the actual life of any such security is likely to be substantially less than the ^final maturities of the mortgage loans underlying the security. This is because unscheduled early prepayments of principal on the security owned by a Portfolio will result from the prepayment, refinancings or foreclosure of the underlying mortgage loans in the mortgage pool. A Portfolio, when the monthly payments (which may include unscheduled prepayments) on such a security are passed through to it, may be able to reinvest them only at a lower rate of interest. Because of the regular scheduled payments of principal and the early unscheduled prepayments of principal, the mortgage-backed “pass-through^ " security is less effective than other types of obligations as a means of “locking-in” attractive long-term interest rates. As a result, this type of security may have less potential for capital appreciation during periods of declining interest rates than other U.S. Government securities of comparable maturities, although many issues of mortgage-backed “pass-through” securities may have a comparable risk of decline in market value during periods of rising interest rates. If such a security has been purchased by a Portfolio at a premium above its par value, both a scheduled payment of principal and an unscheduled prepayment of principal, which would be made at par, will accelerate the realization of a loss equal to that portion of the premium applicable to the payment or prepayment. If such a security has been purchased by a Portfolio at a discount from its par value, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current returns and will accelerate the recognition of income, which, when distributed to Fund shareholders, will be taxable as ordinary income.

    U.S. Government Securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (d) the credit of the agency or instrumentality. A Portfolio may also invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, FHLMC, FNMA, GNMA, Student Loan Marketing Association, United States Postal Service, Small Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, a Portfolio will invest in obligations issued by these instrumentalities only if the investment adviser determines that the credit risk with respect to such obligations is minimal.

    The principal of and/or interest on certain U.S. Government securities which may be purchased by a Portfolio could be (a) payable in foreign currencies rather than U.S. dollars or (b) increased or diminished as a result of changes in the value of

    3


    the U.S. dollar relative to the value of foreign currencies. The value of such portfolio securities denominated in foreign currencies may be affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar.

    Collateralized Mortgage Obligations (“CMOs”). The CMO classes in which a Portfolio may invest include sequential and parallel pay CMOs, including planned amortization class and target amortization class securities and fixed and floating rate CMO tranches. CMOs are debt securities issued by the FHLMC and by financial institutions and other mortgage lenders which are generally fully collateralized by a pool of mortgages held under an indenture. The key feature of the CMO structure is the prioritization of the cash flows from a pool of mortgages among the several classes, or tranches, of the CMO, thereby creating a series of obligations with varying rates and maturities appealing to a wide range of investors. CMOs generally are secured by an assignment to a trustee under the indenture pursuant to which the bonds are issued of collateral consisting of a pool of mortgages. Payments with respect to the underlying mortgages generally are made to the trustee under the indenture. Payments of principal and interest on the underlying mortgages are not passed through to the holders of the CMOs as such (that is, the character of payments of principal and interest is not passed through and therefore payments to holders of CMOs attributable to interest paid and principal repaid on the underlying mortgages do not necessarily constitute income and return of capital, respectively, to such holders), but such payments are dedicated to payment of interest on and repayment of principal of the CMOs. CMOs are issued in two or more classes or series with varying maturities and stated rates of interest determined by the issuer. Senior CMO classes will typically have priority over residual CMO classes as to the receipt of principal and/or interest payments on the underlying mortgages. Because the interest and principal payments on the underlying mortgages are not passed through to holders of CMOs, CMOs of varying maturities may be secured by the same pool of mortgages, the payments on which are used to pay interest to each class and to retire successive maturities in sequence. CMOs are designed to be retired as the underlying mortgages are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of CMO first to mature generally will be retired prior to maturity. Therefore, although in most cases the issuer of CMOs will not supply additional collateral in the event of such prepayments, there will be sufficient collateral to secure CMOs that remain outstanding. Floating rate CMO tranches carry interest rates that are tied in a fixed relationship to an index, such as the London Interbank Offered Rate (LIBOR), the Constant Maturity Treasury (CMT) or the Cost of Funds Index (COFI), subject to an upper limit, or ^ " cap,^ " and sometimes to a lower limit, or ^ " floor.^ " Currently, ^ Government Obligations and Investment Portfolios’ investment adviser will consider privately issued CMOs or other mortgage-backed securities as possible investments for a Portfolio only when the mortgage collateral is insured, guaranteed or otherwise backed by the U.S. Government or one or more of its agencies or instrumentalities ( e.g., insured by the Federal Housing Administration or Farmers Home Administration or guaranteed by the Administrator of Veterans Affairs or consisting in whole or in part of U.S. Government securities).

    Stripped Mortgage-Backed Securities (“SMBS”). A Portfolio may invest in SMBS, which are derivative multiclass mortgage securities. A Portfolio may only invest in SMBS issued or guaranteed by the U.S. Government, its agencies or instrumentalities. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgages. A common type of SMBS will have one class receiving all of the interest from the mortgages, while the other class will receive all of the principal. However, in some instances, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. If the underlying mortgages experience greater than anticipated prepayments of principal, a Portfolio may fail to fully recoup its initial investment in these securities. Although the market for such securities is increasingly liquid, certain SMBS may not be readily marketable and will be considered illiquid for purposes of a Portfolio’s limitation on investments in illiquid securities. The determination of whether a particular SMBS is liquid will be made by the investment adviser under guidelines and standards established by the Trustees of a Portfolio. The market value of the class consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest from mortgages are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. The investment adviser will seek to manage these risks (and potential benefits) by investing in a variety of such securities and by using certain hedging techniques.

    Indexed Securities. A Portfolio may invest in securities that fluctuate in value with an index. Such securities generally will either be issued by the U.S. Government or one of its agencies or instrumentalities or, if privately issued, collateralized by mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, its agencies or instrumentalities. The interest rate or, in some cases, the principal payable at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices, securities prices or other financial indicators (“reference prices”). An indexed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price. Thus, indexed securities may decline in value due to adverse market changes in reference prices. Because indexed securities derive their value from another instrument, security or index, they are considered derivative debt securities, and are subject to different

    4


    combinations of prepayment, extension, interest rate and/or other market risks. The indexed securities purchased by a Portfolio may include interest only (“IO”) and principal only (“PO”) securities, floating rate securities linked to the Cost of Funds Index (“COFI floaters”), other “lagging rate” floating securities, floating rate securities that are subject to a maximum interest rate (“capped floaters”), leveraged floating rate securities (“super floaters”), leveraged inverse floating rate securities (“inverse floaters”), dual index floaters, range floaters, index amortizing notes and various currency indexed notes.

    Risks of Certain Mortgage-Backed and Indexed Securities. The risk of early prepayments is the risk associated with mortgage IOs, super floaters and other leveraged floating rate mortgage-backed securities. The primary risks associated with COFI floaters, other “lagging rate” floaters, capped floaters, inverse floaters, POs and leveraged inverse IOs are the potential extension of average life and/or depreciation due to rising interest rates. Although not mortgage-backed securities, index amortizing notes and other callable securities are subject to extension risk resulting from the issuer’s failure to exercise its option to call or redeem the notes before their stated maturity date. The residual classes of CMOs are subject to both prepayment and extension risk.

    Other types of floating rate derivative debt securities present more complex types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield curve floaters are subject to depreciation in the event of an unfavorable change in the spread between two designated interest rates. The market values of currency-linked securities may be very volatile and may decline during periods of unstable currency exchange rates.

    Mortgage Rolls. A Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, a Portfolio forgoes principal and interest paid on the mortgage-backed securities. A Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sales. A “covered roll” is a specific type of dollar roll for which there is an offsetting cash position or a cash equivalent security position which matures on or before the forward settlement date of the dollar roll transaction. A Portfolio will only enter into covered rolls. Covered rolls are not treated as a borrowing or other senior security and will be excluded from the calculation of a Portfolio’s borrowings and other senior securities.

    Auction Rate Securities. Auction rate securities, such as auction preferred shares of closed-end investment companies, are preferred stocks and debt securities with dividends/coupons based on a rate set at auction. The auction is usually held weekly for each series of a security, but may be held less frequently. The auction sets the rate, and securities may be bought and sold at the auction. The auction agent reviews orders from financial intermediaries on behalf of existing shareholders that wish to sell, hold at the auction rate, or hold only at a specified rate, and on behalf of potential shareholders that wish to buy the securities. In the event that an auction ^ " fails^ " (such as if supply exceeds demand for such securities at an auction), a Portfolio may not be able to easily sell auction rate securities it holds and the auction agent may lower the rate paid to holders of such securities.

    Structure of Senior Loans. Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may invest in interests in senior loans.  A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the Senior Loan on behalf of the other Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan Investors.

    Senior Loans primarily include senior floating rate loans and secondarily senior floating rate debt obligations (including those issued by an asset-backed pool), and interests therein. Loan interests primarily take the form of assignments purchased in the primary or secondary market. Loan interests may also take the form of participation interests in, or novations of a Senior Loan. Such loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are Loan Investors or from other investors in loan interests.

    Each Portfolio typically purchases “Assignments” from the Agent or other Loan Investors. The purchase of an Assignment typically succeeds to all the rights and obligations under the Loan Agreement of the assigning Loan Investor and becomes a Loan Investor under the Loan Agreement with the same rights and obligations as the assigning Loan Investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Loan Investor.

    5


    Each Portfolio also may invest in “Participations”. Participations by a Portfolio in a Loan Investor’s portion of a Senior Loan typically will result in the Portfolio having a contractual relationship only with such Loan Investor, not with the Borrower. As a result, a Portfolio may have the right to receive payments of principal, interest and any fees to which it is entitled only from the Loan Investor selling the Participation and only upon receipt by such Loan Investor of such payments from the Borrower. In connection with purchasing Participations, a Portfolio generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other Loan Investors through set-off against the Borrower and the Portfolio may not directly benefit from the collateral supporting the Senior Loan in which it has purchased the Participation. As a result, a Portfolio may assume the credit risk of both the Borrower and the Loan Investor selling the Participation. In the event of the insolvency of the Loan Investor selling a Participation, a Portfolio may be treated as a general creditor of such Loan Investor. The selling Loan Investors and other persons interpositioned between such Loan Investors and a Portfolio with respect to such Participations will likely conduct their principal business activities in the banking, finance and financial services industries. Persons engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, governmental regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally.

    Each Portfolio will only acquire Participations if the Loan Investor selling the Participation, and any other persons interpositioned between the Portfolio and the Loan Investor, at the time of investment has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by Standard & Poor’s Ratings Group (“S&P”) or Baa or P-3 or higher by Moody’s Investors Service, Inc. (“Moody’s”) or comparably rated by another nationally recognized rating agency (each a “Rating Agency”)) or determined by the investment adviser to be of comparable quality. Securities rated Baa by Moody’s have speculative characteristics. Similarly, a Portfolio will purchase an Assignment or Participation or act as a Loan Investor with respect to a syndicated Senior Loan only where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or deposit obligations rated investment grade or determined by the investment adviser to be of comparable quality. Long-term debt rated BBB by S&P is regarded by S&P as having adequate capacity to pay interest and repay principal and debt rated Baa by Moody’s is regarded by Moody’s as a medium grade obligation, i.e. , it is neither highly protected nor poorly secured. Commercial paper rated A-3 by S&P indicates that S&P believes such obligations exhibit adequate protection parameters but that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation and issues of commercial paper rated P-3 by Moody’s are considered by Moody’s to have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced.

    Loan Collateral. In order to borrow money pursuant to a Senior Loan, a Borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the Borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a Borrower’s obligations under a Senior Loan.

    Certain Fees Paid to a Portfolio. In the process of buying, selling and holding Senior Loans, a Portfolio may receive and/ or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Portfolio buys a Senior Loan it may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, a Portfolio may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, a Portfolio may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a Borrower. Other fees received by a Portfolio may include amendment fees.

    Borrower Covenants. A Borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the Borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the Borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the Borrower to prepay the Loan with any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e. , the Agent, or the Loan Investors directly, as the case may be, has the right to call the outstanding Senior

    6


    Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the Borrower may involve a risk of fraud by the Borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as waiving a breach of a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

    Administration of Loans. In a typical Senior Loan the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the Borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. Each Portfolio will generally rely upon the Agent or an intermediate participant to receive and forward to the Portfolio its portion of the principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement a Portfolio has direct recourse against the Borrower, the Portfolio will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the Borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the Borrower. The seller of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the Borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the participants in the Senior Loan. The Agent is compensated by the Borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, the Portfolio will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of a Portfolio and the other Loan Investors pursuant to the applicable Loan Agreement.

    A financial institution’s appointment as Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of a Portfolio were determined to be subject to the claims of the Agent’s general creditors, the Portfolio might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

    Loan Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which Borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the Borrower and competitive conditions among Loan Investors, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Portfolio derives interest income will be reduced. However, a Portfolio may receive both a prepayment penalty fee from the prepaying Borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect Fund performance because the Portfolio should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of such fees may mitigate any adverse impact on Fund yield.

    Other Information Regarding Senior Loans. From time to time the investment adviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in Senior Loans to or acquire them from a Portfolio or may be intermediate participants with respect to Senior Loans in which the Portfolio owns interests. Such banks may also act as Agents for Senior Loans held by a Portfolio.

    Each Portfolio may purchase and retain in its portfolio a Senior Loan where the Borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, a Portfolio may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan.

    Each Portfolio may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a Borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Each Portfolio may also invest in Senior Loans of Borrowers that have obtained bridge loans from other parties. A Borrower’s use of bridge loans involves a risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness.

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    Each Portfolio will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be undercollateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, each Portfolio may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the Borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a Borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan. However, the Borrower’s ability to dispose of such securities, other than in connection with such pledge or replacement, will be strictly limited for the protection of the holders of Senior Loans and, indirectly, Senior Loans.

    Lenders can be sued by other creditors and shareholders. Losses could be greater than the original loan amount and occur years after the loan’s recovery. If a Borrower becomes involved in bankruptcy proceedings, a court may invalidate a Portfolio’s security interest in the loan collateral or subordinate the Portfolio’s rights under the Senior Loan to the interests of the Borrower’s unsecured creditors or cause interest previously paid to be refunded to the Borrower. If a court required interest to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Borrower did not receive fair consideration for granting the security interest in the loan collateral to the Portfolio. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Borrower, but were instead paid to other persons (such as shareholders of the Borrower) in an amount which left the Borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Portfolio’s security interest in loan collateral. If a Portfolio’s security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a Borrower in bankruptcy or other proceedings, the Portfolio would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Portfolio could also have to refund interest (see the Prospectus for additional information).

    Each Portfolio may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a Borrower or its affiliates. The acquisition of such equity securities will only be incidental to a Portfolio’s purchase of a Senior Loan. Each Portfolio may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a Borrower, or if such acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or would otherwise be consistent with the Portfolio’s investment policies.

    Regulatory Changes Affecting Senior Loans. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

    Junior Loans. Boston Income Portfolio, High Income Portfolio and Floating Rate ^ Portfolio may invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior Loans”). Second lien loans are generally ^second in line in terms of repayment priority. A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets, such as property, plants, or equipment. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset sale.

    ^

    Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower.

    ^ Each Portfolio may purchase Junior Loan interests either in the form of an assignment or a loan participation. As the purchaser of an assignment, a Portfolio would typically succeed to all of the rights and obligations of the assigning investor under the loan documents. In contrast, loan participations typically result in the purchaser having a contractual relationship only with the seller of the loan interest, not with the Borrower. As a result, the loan is not transferred to the loan participant. The loan participant’s right to receive payments from the Borrower derives from the seller of the loan participation. The loan participant will generally have no right to enforce compliance by the Borrower with the terms of the loan agreement. Lastly, the loan participant’s voting rights may be limited.

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    Bridge Loans. Bridge loans or bridge facilities are short-term loan arrangements (e.g., 12 to 18 months) typically made by a Borrower in anticipation of intermediate-term or long-term permanent financing. Most bridge loans are structured as floating-rate debt with step-up provisions under which the interest rate on the bridge loan rises the longer the loan remains outstanding. In addition, bridge loans commonly contain a conversion feature that allows the bridge loan investor to convert its loan interest into senior exchange notes if the loan has not been prepaid in full on or prior to its maturity date. Bridge loans may be subordinate to other debt and may be secured or unsecured. Like any loan, bridge loans involve credit risk. Bridge loans are generally made with the expectation that the Borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the bridge loan investor to increased risk. A Borrower’s use of bridge loans also involves the risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness. From time to time, a Portfolio may make a commitment to participate in a bridge loan facility, obligating itself to participate in the facility if it funds. In return for this commitment, the Portfolio receives a fee. The investment adviser intends to limit any such commitments to less than 5% of a Portfolio’s assets.

    Fixed-Income Securities. Fixed-income securities include preferred, preference and convertible securities, equipment lease certificates, equipment trust certificates and conditional sales contracts. Preference stocks are stocks that have many characteristics of preferred stocks, but are typically junior to an existing class of preferred stocks. Equipment lease certificates are debt obligations secured by leases on equipment (such as railroad cars, airplanes or office equipment), with the issuer of the certificate being the owner and lessor of the equipment. Equipment trust certificates are debt obligations secured by an interest in property (such as railroad cars or airplanes), the title of which is held by a trustee while the property is being used by the borrower. Conditional sales contracts are agreements under which the seller of property continues to hold title to the property until the purchase price is fully paid or other conditions are met by the buyer.

    Fixed-rate bonds may have a demand feature allowing the holder to redeem the bonds at specified times. These bonds are more defensive than conventional long-term bonds (protecting to some degree against a rise in interest rates) while providing greater opportunity than comparable intermediate term bonds, since they may be retained if interest rates decline. Acquiring these kinds of bonds provides the contractual right to require the issuer of the bonds to purchase the security at an agreed upon price, which right is contained in the obligation itself rather than in a separate agreement or instrument. Since this right is assignable only with the bond, it will not be assigned any separate value. Floating or variable rate obligations may be acquired as short-term investments pending longer term investment of funds.

    Certain securities may permit the issuer at its option to “call,” or redeem, the securities. If an issuer were to redeem securities during a time of declining interest rates, a Boston Income or High Income Portfolios may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed.

    The rating assigned to a security by a rating agency does not reflect assessment of the volatility of the security’s market value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuer’s historical financial condition and the rating agency’s investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. Credit quality in the high yield, high risk bond market can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security. In addition to lower rated securities, a Boston Income or High Income Portfolios also may invest in higher rated securities. For a description of corporate bond ratings, see Appendix E.

    High Income Fund, through High Income Portfolio, and Boston Income Portfolio, seek to achieve their investment objectives by investing primarily in high-yielding, high risk, fixed-income securities. A substantial portion of a Portfolio will generally consist of fixed-income securities and dividend stocks. However, a Portfolio may also, from time to time, invest in non-income producing bonds and obligations and in non-dividend paying stocks and rights and warrants when it believes there is a substantial opportunity for capital appreciation. Any realized gains from such capital appreciation provide an opportunity for increasing the Portfolio’s investment in income producing securities. Bonds and preferred stocks will tend to be acquired for current income and reasonable stability of capital; convertible securities and common stocks will normally be acquired for their growth potential as well as their yield. The percentages of assets invested in fixed-income securities and the type of such securities held by the Portfolio will vary and may include a broad range of quality in rated and unrated debt securities, as described in the prospectus.

    Each Portfolio may dispose of fixed-income securities on a short term (less than six months) basis in order to take advantage of differentials in bond prices and yields or of fluctuations in interest rates consistent with its investment objective. Other securities may also be disposed of earlier than originally anticipated because of changes in business trends or developments, or other circumstances believed to render them vulnerable to price decline or otherwise undesirable for continued holding.

    ^

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    Foreign Investments. Because foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities 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.

    ^American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs^ ) may be purchased . ADRs, EDRs and GDRs 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 the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. ^ markets, exchange risk. ADRs, EDRs and GDRs 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 ^ or other shareholder rights, and they may be less ^ liquid.

    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 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 ^ United States 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 derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.

    Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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 held that are 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. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different currency if the investment adviser determines that there is an established historical pattern of correlation between the two currencies (or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.

    Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

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    Derivative Instruments. Derivative instruments (which are instruments that derive their value from another instrument, security, index or currency) may be purchased or sold to enhance return (which may be considered speculative), to hedge against fluctuations in securities prices, market conditions or currency exchange rates, to change the duration of obligations of the Portfolio or the Fund, to manage certain Fund investment risks, or as a substitute for the purchase or sale of securities or currencies. Such transactions may be in the U.S. or abroad and may include the purchase or sale of futures contracts on securities (such as U.S. Government securities), indices, other financial instruments (such as certificates of deposit, Eurodollar time deposits and economic indices); options on futures contracts; exchange-traded and over-the-counter options on securities, indices or currencies; and forward foreign currency exchange contracts. Transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions. Derivative instruments may sometimes increase or leverage exposure to a particular market risk, thereby increasing price volatility of derivative instruments a Portfolio holds. A Portfolio’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and a Portfolio’s assets.

    Over-the-counter (“OTC”) derivative instruments involve an enhanced risk that the issuer or counterparty will fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous day’s settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. 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 use of derivative instruments. Each Portfolio has claimed exclusion from the definition of a Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefore is not subject to registration as a CPO. The use of derivatives are highly specialized activities that involve skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous to a Portfolio. Each Portfolio will engage in transactions in futures contracts and regulated options only to the extent such transactions are consistent with the requirements of the Code for maintaining the qualification of the Fund as a regulated investment company for federal income tax purposes.

    Foreign exchange traded futures contracts and options thereon may be used only if the investment adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that are materially greater than the risks associated with trading on CFTC-regulated exchanges.

    A put option on a security may be written only if the investment adviser intends to acquire the security.

    For Government Obligations Portfolio, a covered option may not be written on U.S. Government securities if after such transaction more than 25% of net assets, as measured by the aggregate value of the securities underlying all written covered calls and puts, would be subject to such options. In addition, options on any U.S. Government security will not be purchased if after such transaction more than 5% of net assets, as measured by the aggregate premiums paid for all such options, would be so invested.

    Prepayment Derivatives. A Portfolio may trade derivatives on various measures of prepayment rates of residential mortgages to help manage exposure to risks arising from changes in mortgage prepayment rates. The Portfolio may also invest in these investments to enhance return. The Portfolio’s investments in prepayment derivatives for non-hedging purposes are limited to 5% of the Portfolio’s total assets. Prepayment derivatives are currently offered in an auction format in the form of options and forwards. The risks associated with the prepayment derivatives currently being offered are similar in nature to the risks associated with options generally including risk of loss or depreciation due to unanticipated adverse changes in securities prices, interest rates, or other underlying market measures (such as mortgage prepayment rates); the inability to close out a position; default by a counterparty; and imperfect correlation between a position and the desired hedge. Moreover, because these derivatives are new, they may be subject to additional liquidity risk. Lastly, the

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    trading of prepayment derivatives through the auction process presents certain risks that differ from those associated with other types of over-the-counter derivatives. For example, unlike conventional over-the-counter derivatives, which are generally binding on the parties when they agree on the material terms, prepayment derivatives entered into through an auction are not binding until the publication of “clearing levels,” regardless of when orders are received or accepted or entered into the auction process. Other auction related risks include the possibility that any given auction may be canceled or, prior to an auction’s open, the terms of the auction or the prepayment derivative being offered in that auction may be modified.

    Credit Default Swap Contracts.   Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may enter credit default swap contracts.  When a Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed upon) value of a referenced debt obligation from the counterparty to the contract in the event of a default by a third party (such as a U.S. or corporate issuer) on the debt obligation.  In return, the Portfolio would pay the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occured.  Upon maturity of the contract, if no default occurs the Portfolio would have made the payments and received no benefit from the contract.  When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay upon default of the referenced debt obligation.  As the seller, the Portfolio would effectively add leverage because in additon to its total assets, it would be subject to investment exposure on the notional amount of the swap.  These transactions involve certain risks, including that the seller may be able to fufill its obligations in the transaction.

    Credit Linked Notes.   The Portfolio may also purchase credit linked notes.  Credit linked notes are synthetic obligations between two or more parties where the payment or principal and/or interest is based on the performance of some obligation, basket of obligations, index or economic indicator (a "reference obligation").  In addition to the credit risk associated with the reference obligation and interest rate risk, the buyer and seller of a credit linked noted or similar structured investment are subject to counterparty risk.

    Interest Rate and Total Return Swaps. Boston Income and High Income Portfolios may enter into interest rate swaps. Government Obligations, Floating Rate and Investment Portfolios will enter into interest rate and total return swaps only on a net basis, i.e., the two payment streams are netted out, with a Portfolio receiving or paying, as the case may be, only the net amount of the two payments. Inasmuch as these transactions are entered into for good faith hedging purposes and because a segregated account will be used, a Portfolio will not treat them as being subject to a Portfolio’s borrowing restrictions. The net amount of the excess, if any, of a Portfolio’s obligations over its entitlements with respect to each interest rate or total return swap will be accrued on a daily basis and an amount of cash or liquid securities having an aggregated asset value at least equal to the accrued excess will be segregated by a Portfolio’s custodian. If there is a default by the other party to such a transaction, a Portfolio will have contractual remedies pursuant to the agreements related to the transaction.

    Boston Income Portfolio and High Income Portfolio may also enter forward rate contracts. Under these contracts, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates.

    Leverage Through Borrowing. A Portfolio that engages in bank borrowings is required to maintain continuous asset coverage of not less than 300% with respect to such bank borrowings. This allows a Portfolio to borrow an amount (when taken together with any borrowings for temporary extraordinary or emergency purposes as described in the prospectus) equal to as much as 50% of the value of its net assets (not including such borrowings). If such asset coverage should decline to less than 300% due to market fluctuations or other reasons, a Portfolio may be required to sell some of its portfolio holdings within three days in order to reduce a Portfolio’s debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.

    At October 31, ^ 2006 , Government Obligations Portfolio and Investment Portfolio ( each of which which may borrow for leverage) had no outstanding loan balance. The average daily loan balance for the fiscal year ended October 31, 2005 for the Government Obligations Portfolio was $^ 150 ,^ 137 , and the average interest rate was ^ 4 .^ 75 %. Investment Portfolio did not have any significant borrowings during the year ended October 31, 2006. Under its Credit

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    Agreement, ^ each Portfolio pays a quarterly fee of 0.10% on the unused loan commitment amount, as well as interest on advances under such Agreement.

    ^

    Lending Portfolio Securities. As described in the Prospectus, a Portfolio may lend a portion of its portfolio securities to broker-dealers or other institutional borrowers. Loans will be made only to organizations whose credit quality or claims paying ability is considered by the investment adviser to be at least investment grade at the time a loan is made. All securities loans will be collateralized on a continuous basis by cash or U.S. government securities having a value, marked to market daily, of at least 100% of the market value of the loaned securities. A Portfolio may receive loan fees in connection with loans that are collateralized by securities or on loans of securities for which there is special demand.

    Government Obligations Portfolio and Investment Portfolio may also seek to earn income or enhance total return on securities loans by reinvesting cash collateral in any other securities consistent with its investment objective and policies, seeking to invest at rates that are higher than the “rebate” rate that it normally will pay to the borrower with respect to such cash collateral. Any such reinvestment will be subject to the investment policies, restrictions and risk considerations described in the Prospectus and in this Statement of Additional Information.

    Securities loans may result in delays in recovering, or a failure of the borrower to return, the loaned securities. The defaulting borrower ordinarily would be liable to a Portfolio for any losses resulting from such delays or failures, and the collateral provided in connection with the loan normally would also be available for that purpose. Securities loans normally may be terminated by either a Portfolio or the borrower at any time. Upon termination and return of the loaned securities, a Portfolio would be required to return the related collateral to the borrower and, if this collateral has been reinvested, it may be required to liquidate portfolio securities in order to do so. To the extent that such securities have decreased in value, this may result in Government Obligations Portfolio and Investment Portfolio realizing a loss at a time when it would not otherwise do so. A Portfolio also may incur losses if it is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers and related administrative costs. These risks are substantially the same as those incurred through investment leverage, and will be subject to the investment policies, restrictions and risk considerations described in the Prospectus and Statement of Additional Information.

    A Portfolio will receive amounts equivalent to any interest or other distributions paid on securities while they are on loan, and a Portfolio will not be entitled to exercise voting or other beneficial rights on loaned securities. A Portfolio will exercise its right to terminate loans and thereby regain these rights whenever the investment adviser considers it to be in a Portfolio’s interest to do so, taking into account the related loss of reinvestment income and other factors.

    Short Sales. Government Obligations Portfolio and Investment Portfolio may seek to hedge investments or realize additional gains through short sales. Short sales are transactions in which it sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, a Portfolio must borrow the security to make delivery to the buyer. It is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold. Until the security is replaced a Portfolio is required to repay the lender any dividends or interest which accrue during the period of the loan. To borrow the security, it also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A Portfolio also will incur transaction costs in effecting short sales. It will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which a Portfolio replaces the borrowed security. A Portfolio will realize a gain if the price of the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest it may be required to pay, if any, in connection with a short sale.

    The ^ Portfolios may also engage in short sales “against-the-box”. Such transactions occur when it sells a security short and it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation. 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 by the lender, causing a taxable gain to be recognized. Tax rules regarding constructive sales of appreciated financial positions may also require the recognition of gains prior to the closing out of short sales against the box and other risk-reduction transaction. No more than 25% of each Portfolio’s assets will be subject to short sales (including short sales against-the-box) at any one time.

    Boston Income Portfolio and High Income Portfolio may sell a security short if it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box), or it holds in a segregated account cash or other liquid

    13


    securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short. ^ Each Portfolio ^ expects normally to close its short ^ sales against-the-box by ^ delivering newly-acquired securities . These transactions may require the current recognition of taxable gain under certain tax rules applicable to constructive sales^.

    Asset Coverage. To the extent required by SEC guidelines, each Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

    Exchange-Traded Funds. Boston Income Portfolio, Government Obligations Portfolio, H igh Income Portfolio and Investment Portfolio may invest in shares of exchange-traded funds (collectively, “ETFs”), which are designed to provide investment results corresponding to an index. These indexes may be either broad-based, sector or international and may include Standard & Poor’s Depositary Receipts (“SPDRs”), DIAMONDS, Nasdaq-100 Index Tracking Stock (also referred to as “Nasdaq-100 Shares”), iShares exchange-traded funds ("iShares"), such as iShares Russell 2000 Growth Index Fund and HOLDRS (Holding Company Depositary Receipts). ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities, in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. The benchmark indices of SPDRs, DIAMONDS and Nasdaq-100 Shares are the Standard & Poor’s 500 Stock Index, the Dow Jones Industrial Average and the Nasdaq-100 Index, respectively. The benchmark index for iShares varies, generally corresponding to the name of the particular iShares fund. ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities (or commodities) of the benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.

    Investments in ETFs are generally subject to limits in the 1940 Act on investments in other investment companies. The values of ETFs are subject to change as the values of their respective component securities (or commodities) fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an equity index involve certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of ETFs invested in by the Portfolio. Moreover, the Portfolio’s investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.

    Typically, ETF programs bear their own operational expenses, which are deducted from the dividends paid to investors. To the extent that each Portfolio invests in ETFs, the Portfolio must bear these expenses in addition to the expenses of its own operation.

    Pooled Investment Vehicles. Each Portfolio reserves the right to invest up to 10% of its total assets, calculated at the time of purchase, in the securities of pooled investment vehicles including other investment companies unaffiliated with the investment adviser. Each Portfolio will indirectly bear its proportionate share of any management fees paid by pooled investment vehicles in which it invests in addition to the advisory fee paid by each Portfolio. Please refer to “Cash Equivalents” for additional information about investment in other investment companies. The 10% limitation does not apply to investments in money market funds and certain other pooled investment vehicles. If each Portfolio invests in Cash Management Portfolio, an affiliated money market fund, the management fee paid on such investment will be credited against each Portfolio management fee.

    Other Investment Companies. The Floating Rate Portfolio may invest in closed-end investment companies which invest in floating rate instruments. The Floating Rate Portfolio will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory fee paid by Floating Rate Portfolio. The value of closed-end investment company securities,which are usually traded on an exchange, is affected by the demand for the securities themselves, independent of the demand for the underlying portfolio assets, and, accordingly, such securities can trade at a discount from their net asset values. Please refer to “Cash Equivalents” for additional information about investment in other investment companies. If Floating Rate Portfolio invests in Cash Management Portfolio, an affiliated money market fund, the managment fee paid on such investment will be credited against Floating Rate Portfolio’s management fee.

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    Equity Investments . The Boston Income Portfolio and High Income Portfolio each may invest in common stocks, preferred stocks, warrants and other equity securities when consistent with its objective or acquired as part of a fixed-income security. Equity securities are sensitive to stock market volatility. Changes in stock market values can be sudden and unpredictable. Even if values rebound, there is no assurance they will return to previous levels. Warrants are options to purchase equity securities at a specific price valid for a specific period of time. They create no ownership rights in the underlying security and pay no dividends. The price of warrants does not necessarily move parallel to the price of the underlying security.

    Repurchase Agreements. Floating Rate Portfolio, Government Obligations Portfolio and Investment Portfolio may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a ^ specified date and price) with respect to its permitted investments. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

    Reverse Repurchase Agreements. ^ Under a reverse repurchase agreement, a Portfolio temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Portfolio agrees to repurchase the instrument at an agreed upon time (normally within seven days) and price, which reflects an interest payment. A Portfolio may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. A Portfolio could also enter into reverse repurchase agreements as a means of raising cash to satisfy redemption requests without the necessity of selling portfolio assets.

    When a Portfolio enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Portfolio’s assets. As a result, such transactions may increase fluctuations in the market value of the Portfolio’s assets. While there is a risk that large fluctuations in the market value of the Portfolio’s assets could affect net asset value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the investment adviser. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will be treated as subject to investment restrictions regarding “borrowings.” If the Portfolio reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Portfolio’s yield.

    Investment Company Securities. The Floating Rate Portfolio may invest in closed-end investment companies which invest in floating rate instruments. The value of common shares of closed-end investment companies, which are generally traded on an exchange, is affected by the demand for those securities regardless of the demand for the underlying portfolio assets. These companies bear fees and expenses that the Portfolio will incur indirectly, so Fund shareholders will be subject to duplication of fees.

    Warrants. Boston Income Portfolio and High Income Portfolio each may from time to time invest a portion of its assets in warrants. Warrants are an option to purchase equity securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. Warrants may become valueless if not sold or exercised prior to their expiration. Warrants have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. (Canadian special warrants issued in private placements prior to a public offering are not considered warrants for purposes of a Portfolio’s investment restrictions).

    Illiquid Securities. Each Portfolio may invest not more than 15% of net assets in illiquid securities. Illiquid securities include securities legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the investment adviser pursuant to procedures adopted by the Trustees, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. If a 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.

    It may be difficult to sell such securities at a price representing the fair value until such time as such securities may be sold publicly. Where registration is required, a considerable period may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, a Portfolio may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. Each Portfolio may also acquire securities through private placements under which it

    15


    may agree to contractual restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.

    Short-Term Trading. Securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in anticipation of a market rise (a decline in interest rates) and later sold. In addition, a security may be sold and another purchased at approximately the same time to take advantage of what the Portfolio believes to be a temporary disparity in the normal yield relationship between the two securities. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, such as changes in the overall demand for or supply of various types of fixed-income securities or changes in the investment objectives of investors.

    ^ Cash Equivalents . Each Portfolio may invest in cash equivalents to invest daily cash balances or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government ^ obligations and may include Cash Management Portfolio, an affiliated money market fund which invests in such short-term securities.

    Portfolio Turnover. A Portfolio cannot accurately predict its portfolio turnover rate, but it is anticipated that the annual turnover rate for Floating Rate Portfolio, Government Obligations Portfolio, Investment Grade Income Portfolio and Investment Portfolio will generally not exceed 100% (excluding turnover of securities having a maturity of one year or less). A 100% turnover rate could occur, for example, if all the securities held by the Portfolio were replaced in a period of one year. A high turnover rate (such as 100% or more) necessarily involves greater expenses to the Portfolio and may result in the realization of substantial net short-term capital gains. The Investment Portfolio may engage in active short-term trading to benefit from yield disparities among different issues of securities or among the markets for fixed-income securities of different countries, to seek short-term profits during periods of fluctuating interest rates, or for other reasons. Such trading will increase the portfolio’s rate of turnover and may increase the incidence of net snort-term capital gains allocated to the Low Duration Fund by the Portfolio which, upon distribution by the Fund, are taxable to Fund shareholders as ordinary income . During the fiscal year ended October 31, 2006, the portfolio turnover of Boston Income Portfolio, Floating Rate Portfolio, Government Obligatios Portfolio, High Income Portfolio and Investment Portfolio was 68%, 50%, 2%, 62% and 46%, respectively .

    Diversified Status. ^ Each Fund and each Portfolio is a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. Government obligations) and (2) it may not own more than 10% of the outstanding voting securities of any one issuer (which generally is inapplicable because debt obligations are not voting securities). With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

    INVESTMENT RESTRICTIONS

    The following investment restrictions of each Fund and Portfolio are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of a Fund’s outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the shares of a 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 a Fund.

    The fundamental investment restrictions for Boston Income Portfolio are stated below. The Portfolio may not:

    (1)      With respect to 75% of the total assets of the Portfolio, purchase any security if such purchase, at the time thereof, would cause more than 5% of the value of the total assets of the Fund (taken at market value) to be invested in the securities of a single issuer, or cause more than 10% of the total outstanding voting securities of such issuer to be held by the Portfolio, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies;
     
    (2)      Borrow money or issue senior securities except as permitted by the 1940 Act (the use of options and futures transactions and short sales may be deemed senior securities);
     
    (3)      Purchase securities on margin (but the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Portfolio of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;
     
    (4)      Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933 (restricted securities);
     

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    (5)      Purchase any security if such purchase, at the time thereof, would cause more than 25% of the Portfolio’s total assets to be invested in any single industry, provided that the electric, gas and telephone utility industries shall be treated as separate industries for purposes of this restriction and further provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities;
     
    (6)      Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
     
    (7)      Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities; or
     
    (8)      Make loans to any person except by (i) the acquisition of debt securities and making portfolio investments, (ii) entering into repurchase agreements or (iii) lending portfolio securities.
     

    With respect to restriction (5), Boston Income Portfolio will construe the phrase, “more than 25%” to be “25% or more”.

    The fundamental restrictions for Diversified Income Fund are stated below. The Fund may not:

    (1)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (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, (c) lending portfolio securities and (d) lending cash consistent with applicable law;
     
    (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 anyone 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.
     

    In connection with Restriction (1) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings).

    The fundamental investment restrictions for Floating Rate Portfolio are stated below. The Portfolio may not:

    (1)      Purchase any security if, as a result of such purchase, 25% or more of the Portfolio’s total assets (taken at current value) would be invested in the securities of Borrowers and other issuers having their principal business activities in the same industry (the electric, gas and telephone utility industries, commercial banks, thrift institutions and finance companies being treated as separate industries for the purpose of this restriction); provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities;
     
    (2)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (3)      Purchase securities on margin (but the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Portfolio of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;
     
    (4)      Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;
     

    17


    (5) Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;

    (6) Purchase or sell physical commodities or futures contracts for the purchase or sale of physical commodities; or

    (7) Make loans to any person, except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements, (c) lending portfolio securities and (d) lending cash consistent with applicable law.

    For the purpose of investment restriction (1), the Portfolio will consider all relevant factors in determining who is the issuer of the loan interest, including: the credit quality of the Borrower, the amount and quality of the collateral, the terms of the Loan Agreement and other relevant agreements (including inter-creditor agreements), the degree to which the credit of such interpositioned person was deemed material to the decision to purchase the loan interest, the interest rate environment, and general economic conditions applicable to the Borrower and such interpositioned person.

    The fundamental investment restrictions for Government Obligations Fund are stated below. The Fund may not:

    (1)      With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of a single issuer or purchase more than 10% of the outstanding voting securities of a single issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies; or invest more than 25% of its total assets in any single industry (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities);
     
    (2)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (3)      Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial or maintenance margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin;
     
    (4)      Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;
     
    (5)      Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
     
    (6)      Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities;
     
    (7)      Make loans to any person except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements and (c) lending portfolio securities; or
     
    (8)      Buy investment securities from or sell them to any of its officers or Trustees of the Trust, the investment adviser or its underwriter, as principal; however, any such person or concerns may be employed as a broker upon customary terms.
     

    For purposes of Restriction (1) above, less than 25% of total assets will be concentrated in any one industry. For purposes of determining industry classifications, the investment adviser considers an issuer to be in a particular industry if a third party has designated the issuer to be in that industry, unless the investment adviser is aware of circumstances that make the third party’s classification inappropriate. In such a case, the investment adviser will assign an industry classification to the issuer.

    Government Obligations Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by Government Obligations Fund; such restrictions cannot be changed without the approval of a ^ " majority of the outstanding voting securities^ " of the Portfolio . In addition, the Portfolio may not invest in other open-end management investment companies in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act to the extent that the Fund or any other investor in the Portfolio acquires securities in the Portfolio in reliance on Section 12(d)(1)(G) of such Act .

    In connection with Restriction (2) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings).

    The fundamental restrictions of High Income Fund are stated below. The Fund may not:

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    (1) With respect to 75% of total assets of the Fund, purchase any security if such purchase, at the time thereof, would cause more than 5% of the total assets of the Fund (taken at market value) to be invested in the securities of a single issuer, or cause more than 10% of the total outstanding voting securities of such issuer to be held by the Fund, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies;

    (2) Borrow money or issue senior securities except as permitted by the 1940 Act;

    (3) Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;

    (4) Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;

    (5) Purchase any security if such purchase, at the time thereof, would cause more than 25% of the Fund’s total assets to be invested in any single industry, provided that the electric, gas and telephone utility industries shall be treated as separate industries for purposes of this restriction and further provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities.

    (6) Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;

    (7) Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities; or

    (8) Make loans to any person except by a) the acquisition of debt securities and making portfolio investments, (b) entering into repurchase agreements or (c) lending portfolio securities.

    With respect to restriction (5), the Fund will construe the phrase “more than 25%” to be “25% or more”.

    Notwithstanding the investment policies and restrictions of ^ the Fund, the Fund may invest all of its investable assets in an open-end management investment company with substantially the same investment objective, policies and restrictions as the Fund.

    High Income Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by High Income Fund; such restrictions cannot be changed without the approval of a ^ " majority of the outstanding voting securities^ " of the Portfolio . In addition, the Portfolio may not invest in other open-end management investment companies in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act to the extent that the Fund or any other investor in the Portfolio acquires securities in the Portfolio in reliance on Section 12(d)(1)(G) of such Act .

    In connection with Restriction (2) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money, except for the limited purposes described in the prospectus.

    The fundamental restrictions of Low Duration Fund are stated below. Accordingly, the Fund may not:

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

    (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, (c) lending portfolio securities and (d) lending cash consistent with applicable law;

    (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 anyone issuer, or invest in more than 10% of the outstanding voting securities of any one issuer, except obligations issued

    19


    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.

    In connection with Restriction (1) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings).

    Investment Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by Low Duration Fund; such restrictions cannot be changed without the approval of a ^ " majority of the outstanding voting securities^ " of the Portfolio . In addition, the Portfolio may not invest in other open-end management investment companies in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act to the extent that the Fund or any other investor in the Portfolio acquires securities in the Portfolio in reliance on Section 12(d)(1)(G) of such Act .

    Notwithstanding the investment policies and restrictions of the Fund, the Fund may invest its investable assets in other open-end management companies in the same group of investment companies as the Fund, to the extent permitted by Section 12(d)(1)(G) of the 1940 Act.

    The following nonfundamental investment policies have been adopted by each Fund and each Portfolio. A nonfundamental investment policy may be changed by the Trustees with respect to a Fund without approval by the Fund’s other investors. Each Fund and each Portfolio will not:

    In addition, to the extent a registered open-end investment company acquires securities of a Portfolio in reliance on Rule 12(d)(1)(G) under the 1940 Act, such Portfolio shall not acquire any securities of a registered open-end investment company in reliance on Rule 12(d)(1)(G) or Rule 12(d)(1)(F) under the 1940 Act.

    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, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by a Fund and each Portfolio of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel a Fund and each Portfolio to dispose of such security or other asset. However, a Fund and each Portfolio must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

    MANAGEMENT AND ORGANIZATION

    Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of each Portfolio are responsible for the overall management and supervision of the affairs of the Portfolios. The Trustees and officers of the Trust and each 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. Trustees and officers of the Trust and each Portfolio hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested

    20


    persons” of the Trust and each Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance Inc. and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. EVD is the principal underwriter of each ^ Fund (see "Principal Underwriter" under "Other Service Providers"). Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

    As used in the table below, ^ " BIP^ " refers to Boston Income Portfolio, “FRP” refers to Floating Rate Portfolio, “GOP” refers to Government Obligations Portfolio, ^ " HIP^ " refers to High Income ^ Portfolio and “IP” refers to Investment Portfolio.

                    Number of Portfolios     
                     in Fund Complex     
        Position(s) with    Term of Office and           Overseen By     
                Name and Date of Birth     the Trust/Portfo lio    Length of Service                    Principal Occupation(s) During Past Five Years           Trustee (1)       Other Directorships Held  
    Interested Trustee                     
    JAMES B. HAWKES    Trustee    ^     ^ Chairman and Chief Executive Officer of EVC, BMR, Eaton Vance and             ^ 170     Director of EVC 
    11/9/41        Trustee of the Trust     EV^; Director of EV; Vice President and Director of EVD. Trustee and/         
            - 1991; of BIP -     or officer of ^ 1 70 registered investment companies in the Eaton Vance         
            2001; of GOP -     Fund Complex. Mr. Hawkes is an interested person because of his         
            1993; of FRP -     positions with BMR, Eaton Vance, EVC and EV, which are affiliates of         
            2000; of HIP -     the Trust and each Portfolio.         
            1992 and IP -              
            2002              
    Noninterested Trustees                     
    BENJAMIN C. ESTY    Trustee    Since 2005    Roy and Elizabeth Simmons Professor of Business Administration,             ^ 170     None 
    1/2/63            Harvard University Graduate School of Business Administration (since         
                2003). Formerly, Associate Professor, Harvard University Graduate         
                School of Business Administration (2000-2003).         
    SAMUEL L. HAYES, III    Chairman of the    ^     Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard             ^ 170     Director of Tiffany & Co. 
    2/23/35    Board and Trustee     Trustee of the Trust     University Graduate School of Business Administration. Director of        (specialty retailer) 
            - 1986; of BIP -     Yakima Products, Inc. (manufacturer of automotive accessories) (since         
            2001; of GOP -     2001) and Director of Telect, Inc. (telecommunication services         
            1993; of FRP -     company^).         
            2000; of HIP -              
            1993; of IP 2002              
            and Chairman of              
            the Board since              
            2005              
    WILLIAM H. PARK    Trustee    Since 2003    Vice Chairman, Commercial Industrial Finance Corp. (specialty finance             ^ 170     None 
    9/19/47            company) (since ^ 2006 ). Formerly, President and Chief Executive         
                Officer, Prizm Capital Management, LLC (investment management         
                firm) (2002-2005^).         
    RONALD A. PEARLMAN    Trustee    Since 2003    Professor of Law, Georgetown University Law ^ Center . ^              ^ 1 70    None 
    7/10/40                     
    NORTON H. REAMER    Trustee    ^     President, Chief Executive Officer and a Director of Asset Management             ^ 170     None 
    9/21/35        Trustee of the Trust     Finance Corp. (a specialty finance company serving the investment         
            - 1986; of BIP -     management industry) (since October 2003). President, Unicorn         
            2001, of GOP -     Corporation (an investment and financial advisory services company)         
            1993; of FRP -     (since September 2000). Formerly, Chairman and Chief Operating         
            2000, of HIP -     Officer, Hellman, Jordan Management Co., Inc. (an investment         
            1993 and IP -     management company) (2000-2003). Formerly, Advisory Director of         
            2002     Berkshire Capital Corporation (investment banking firm) (2002-         
                2003). ^         
    LYNN A. STOUT    Trustee    ^     Professor of Law, University of California at Los Angeles School of             ^ 1 70    None 
    9/14/57        Trustee of the     ^Law^ .          
            Trust, GOP and HIP              
            - 1998; of BIP -              
            2001, of FRP -              
            2000 and IP -              
            2002              

    21


                    Number of Portfolios     
                     in Fund Complex     
        Position(s) with    Term of Office and           Overseen By     
                Name and Date of Birth     the Trust/Portfo lio    Length of Service                    Principal Occupation(s) During Past Five Years          Trustee (1)       Other Directorships Held  
    RALPH F. VERNI    Trustee    Since 2005    ^               ^ 170     ^  
    1/26/43            Consultant and private investor.         None  

    (1) Includes both master and feeder funds in a master-feeder structure.

    Principal Officers who are not Trustees                         
        Position(s) with        Term of Office and       
                Name and Date of Birth     the Trust/Portfolio      Length of Service                                          Principal Occupation(s) During Past Five Years  

     

    THOMAS E. FAUST JR. 

      President of the Trust      Since 2002    President ^of EVC^ , ^ ^Eaton Vance, BMR and EV , and Director of EVC . ^ Chief Investment Officer 
    5/31/58                      of EVC, Eaton Vance and BMR. ^ ^ ^Officer of ^ 71 registered investment companies and 5 private  
                          investment companies managed by Eaton Vance or BMR. 

     

    WILLIAM H. AHERN, JR. 

      Vice  President  of  the  Trust    Since  1995    Vice President of Eaton Vance and BMR.  Officer of ^ 71 registered investment companies managed 
    7/28/59                      by Eaton Vance or BMR.   

     

    CYNTHIA J. CLEMSON 

      Vice  President  of  the  Trust    Since  2005    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed 
    3/2/63                      by Eaton Vance or BMR.   

     

    KEVIN S. DYER 

      Vice  President  of  the  Trust    Since  2005    Assistant Vice President of Eaton Vance and BMR. Officer of ^ 25 registered investment companies 
    2/21/75                      managed by Eaton Vance or BMR.   

     

    THOMAS P. HUGGINS 

      Vice President of BIP and HIP    Of BIP - 2001, of HIP -2000    Vice President of Eaton Vance and BMR.  Officer of 4 registered investment companies managed by 
    3/7/66                      Eaton Vance or BMR.   
                           
    AAMER KHAN    Vice President of the Trust    Since 2005    Vice President of Eaton Vance and ^ BMR . ^Officer ^of ^ 29 registered investment companies 
    6/^ 7 /60                      managed by Eaton Vance or BMR.   

     

    MICHAEL R. MACH 

      Vice  President  of  the  Trust    Since  1999    Vice President of Eaton Vance and BMR.  Officer of ^ 51 registered investment companies managed 
    7/15/47                      by Eaton Vance or BMR.   

     

    ROBERT B. MACINTOSH 

      Vice  President  of  the  Trust    Since  1998    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed 
    1/22/57                      by Eaton Vance or BMR.   

     

    SCOTT H. PAGE 

      Vice  President  of  FRP      Since  2000    Vice President of Eaton Vance and BMR.  Officer of ^ 15 registered investment companies managed 
    11/30/59                      by Eaton Vance or BMR.   

     

    CLIFF QUISENBERRY, JR. 

      Vice  President  of  the  Trust    Since  2006    Vice President and Director of Research and Product Development of Parametric Portfolio Associates. 
    1/1/65                      Officer of 30 registered investment companies managed by Eaton Vance or BMR. 

    22


    DUNCAN W. RICHARDSON     Vice President of the Trust     Since 2001     Executive Vice President and Chief Equity Investment Officer of EVC ^ , Eaton Vance and BMR. Officer  
    10/26/57         ^     of ^ 71 registered investment companies managed by Eaton Vance or BMR.  

     

    WALTER A. ROW, III  

      Vice President of the Trust     Since 2001     Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of ^ 33 registered  
    7/20/57             investment companies managed by Eaton Vance or BMR.  

     

    JUDITH A. SARYAN  

      Vice President of the Trust     Since 2003     Vice President of Eaton Vance and BMR.   Officer of 50 ^ registered investment companies managed  
    8/21/54             by Eaton Vance or BMR.    

     

    SUSAN SCHIFF  

      Vice President of the Trust,     For the Trust and IP - 2002;     Vice President of Eaton Vance and BMR.   Officer of ^ 30 registered investment companies managed  
    3/13/61     GOP and IP     for GOP - 1993     by Eaton Vance or BMR.    

     

    THOMAS SETO  

      Vice President     Since 2007     Vice President and Director of Portfolio Management of Parametric Portfolio Associates. Officer of  
    9/27/62             27 registered investment companies managed by Eaton Vance or BMR.  

     

    DAVID M. STEIN  

      Vice President     Since 2007     Managing Director and Chief Investment Officer of Parametric Portfolio Associates. Officer of 27  
    5/4/51             registered investment companies managed by Eaton Vance or BMR.  

     

    PAYSON F. SWAFFIELD  

      President of FRP     Since 2002*     Vice President of Eaton Vance and BMR.   Officer of ^ 15 registered investment companies managed  
    8/13/56             by Eaton Vance or BMR.    

     

    MARK S. VENEZIA  

      President of GOP and IP     Since 2002*     Vice President of Eaton Vance and BMR.   Officer of 5 registered investment companies managed by  
    5/23/49             Eaton Vance or BMR.    

     

    MICHAEL W. WEILHEIMER  

      President of BIP and HIP     Of BIP - 2001, of HIP - 2002     Vice President of Eaton Vance and BMR.   Officer of ^ 24 registered investment companies managed  
    2/11/61             by Eaton Vance or BMR.    

     

    BARBARA E. CAMPBELL  

      ^     Of the Trust, since 2005; of FRP,     Vice President of Eaton Vance and BMR.   Officer of ^ 170 registered investment companies  
    6/19/57     ^ Treasurer of Trust and FRP,      GOP and IP, since 2002*     managed by Eaton Vance or BMR.    
        GOP and IP            

     

    ALAN R. DYNNER  

      Secretary     ^     Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance, EVD, EV and EVC. Officer  
    10/10/40         For the Trust and GOP     of ^ 170 registered investment companies managed by Eaton Vance or BMR.  
            -1997; of FRP -2000        
            and IP - 2002        

     

    PAUL M. O’NEIL  

      Chief Compliance Officer     Since 2004     Vice President of Eaton Vance and BMR.   Officer of ^ 170 registered investment companies  
    7/11/53             managed by Eaton Vance or BMR.    

    23


    *      Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995. Prior to 2002, Mr. Swaffield served as Vice President of FRP since 2000, Mr. Venezia served as Vice President of GOP since 1993, Mr. Weilheimer served as Vice President of HIP since 1995 and Ms. Campbell served as Assistant Treasurer of FRP since 2000 and GOP since 1998.
     

    The Board of Trustees of the Trust and each Portfolio have several standing Committees, including the Governance Committee, the Audit Committee and the Special Committee. The Governance, the Audit and the Special Committees are each comprised of only noninterested Trustees.

    ^Ms. Stout (Chair), Messrs. Esty, Hayes, Park, Reamer and Verni are members of the Governance Committee of the Board of Trustees of the Trust and the Portfolios^. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended October 31, 2006, the Governance Committee convened five times.

    The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

    Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout are members of the Audit Committee of the Board of Trustees of the ^ Trust and each Portfolio . The Board of Trustees has designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as audit committee financial experts. The Audit Committee’s purposes are to (i) oversee each Fund and each Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund and each Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Fund and each Portfolio’s compliance with legal and regulatory requirements that relate to each Fund and each Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement of a Fund. During the fiscal year ended October 31, 2006, the Audit Committee convened four times.

    Messrs. Hayes (Chair), Esty, Park, Reamer and Verni are currently members of the Special Committee of the Board of Trustees of the Trust and each Portfolio. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Fund and Portfolios, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund, Portfolio or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee. During the fiscal year ended October 31, 2006, the Special Committee convened ^ ten times.

    24


    Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in each Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, 2006. Interests in a Portfolio cannot be purchased by a Trustee.

                    Dollar Range of Equity Securities Owned by              
            Fund Name     Benjamin C. Esty (2)     James B. Hawkes (1)     Samuel L. Hayes (2)     William H. Park (2)     Ronald A. Pearlman (2)     Norton H. Reamer (2)     Lynn A. Stout (2)     Ralph F. Verni (2)  
            Diversified                                  
          Income Fund               None               None               None               None                 None               None             None             None  
            Government                                  
        Obligations Fund               None               None               None               None                 None               None             None             None  
      High Income Fund               None               None               None               None                 None               None             None             None  
      Low Duration Fund               None               None               None               None                 None               None             None             None  
    Aggregate Dollar Range                                  
      of Equity Securities                                  
    Owned in all Registered                                  
      Funds Overseen by                                  
      Trustee in the Eaton                                             ^  
    Vance Family of Funds     ^ over $100,000       over $100,000       over $100,000       over $100,000         over $100,000       over $100,000     over $100,000 (3)     over $100,000 (3)  

    (1)      Interested Trustee.
     
    (2)      Noninterested Trustees.
     
    (3)      Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
     

    As of December 31, 2006, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

    During the calendar years ended December 31, 2005 and December 31, 2006, no noninterested Trustee (or their immediate family members) had:

    1.      Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
     
    2.      Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
     
    3.      Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.
     

    During the calendar years ended December 31, 2005 and December 31, 2006, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or each Portfolio or any of their immediate family members served as an officer.

    Trustees of each 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 or her deferred fees invested by a Portfolio 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 a Portfolio’s assets, liabilities, and net income per share, and will not obligate a Portfolio to retain the services of any Trustee or obligate a Portfolio to pay any particular level of compensation to the Trustee. Neither the Trust nor a Portfolio has a retirement plan for Trustees.

    The fees and expenses of the Trustees of the Trust and each Portfolio are paid by the Funds (and other series of the Trust) and the Portfolio, respectively. (A Trustee of the Trust and each Portfolio who is a member of the Eaton Vance organization receives no compensation from the Trust and each Portfolio.) During the fiscal year ended October 31, 2006, the Trustees of the Trust and each Portfolio earned the following compensation in their capacities as Trustees from the Trust and each Portfolio. For the year ended December 31, 2006, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

    25


    ^

                      For the fiscal year ended October 31, 2006              
          Source of Compensation     Benjamin C. Esty     Samuel L. Hayes     William H. Park     Ronald A. Pearlman Norton H. Reamer     Lynn A. Stout     Ralph F. Verni  
                      Trust (2)         $ 11,541         $ 17,902     $ 11,030           $ 11,384     $ 11,508     $ 12,060     $ 11,881  
          Boston Income Portfolio               3,726               5,857           3,599 (3)                 3,672           3,770           3,885 (4)           3,796 (5)  
          Floating Rate Portfolio               4,094               6,414           3,944 (3)                 4,035           4,127           4,271 (4)           4,182 (5)  
    Government Obligations Portfolio               3,150               4,986           3,060 (3)                 3,102           3,212           3,280 (4)           3,193 (5)  
            High Income Portfolio               3,450               5,439           3,340 (3)                 3,399           3,503           3,593 (4)           3,506 (5)  
            Investment Portfolio                 230                 348               216 (3)                   227             223             241 (4)               241 (5)  
          Trust and Fund Complex         $185,000         $300,000     $185,000 (6)           $185,000     $195,000     $195,000 (7)     $185,000 (8)  

    (1)      As of March 1, 2007, the Eaton Vance fund complex consisted of ^ 170 registered investment companies or series thereof. 
     
    (2)      The Trust consisted of ^ 25 Funds as of October 31, 2006.
     
    (3)      Includes deferred compensation of $^ 3 ,^ 439 (Boston Income Portfolio), $^ 3 ,^ 768 (Floating Rate Portfolio), $^ 2 ,^ 934 (Government Obligations Portfolio), $3,^ 192 High Income Portfolio) and $^ 206 (Investment Portfolio).
     
    (4)      Includes deferred compensation of $1,^ 087 (Boston Income Portfolio), $1,^ 196 (Floating Rate Portfolio), $^ 919 (Government Obligations Portfolio), $1,^ 006 (High Income Portfolio) and $^ 145 (Investment Portfolio).
     
    (5)      Includes deferred compensation of $^ 2 ,^ 273 (Boston Income Portfolio), $^ 2 ,^ 504 (Floating Rate Portfolio), $1,^ 911 (Government Obligations Portfolio), $^ 2 ,^ 099 (High Income Portfolio) and $^ 145 (Investment Portfolio).
     
    (6)      Includes $^ 133 ,^ 680 of deferred compensation.
     
    (7)      Includes $45,000 of deferred compensation.
     
    (8)      Includes $^ 92 ,^ 500 of deferred compensation.
     

    Organization

    Each Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 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 a Fund). The Trustees of the Trust have divided the shares of each Fund into multiple classes. Each class represents an interest in a 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 a 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 a Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.

    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 or her 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 communication with shareholders about such a meeting.

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

    26


    liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her 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 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 Fund property 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 each Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of each 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.

    Each Portfolio was organized as a trust under the laws of the state of New York on ^ the following dates: March 15, 2001 -Boston Income Portfolio, June 19, 2000 - Floating Rate Portfolio, May 1, 1992 - Government Obligations and High Income Portfolios, and June 18, 2002 - Investment Portfolio and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of each 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 each Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding ^ interests 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.

    Each Portfolio’s Declaration of Trust provides that a 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 a 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 a Fund investing in the Portfolio.

    A Fund may be required to vote on matters pertaining to a Portfolio. When required by law to do so, 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. A 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 a 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, a 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 a Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing.

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    A Fund may withdraw (completely redeem) all its assets from the ^ Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event a 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. A 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.

    Proxy Voting Policy. The ^ Boards of Trustees of the Trust and Portfolios have adopted a proxy voting policy and ^ procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the “Policies”)^ . An independent proxy voting service has been retained to assist in the voting of Fund and Portfolio proxies through the provision of vote analysis, implementation and record keeping and disclosure services. The Trustees will review each Fund’s and Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment adviser Policies, see Appendix F and Appendix G, respectively. Information on how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

    INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

    The investment adviser manages the investments and affairs of ^ Diversified Income Fund and Low Duration Fund and each Portfolio and provides related officer facilities and personnel subject to the supervision of the Portfolios’ and Trust’s Boards of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by a Portfolio, Diversified Income Fund or Low Duration Fund and what portion, if any, of the Portfolio’s or Diversified Income Fund or Low Duration Fund’s assets will be held uninvested. Each Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolios or Funds who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

    BMR serves as investment adviser to Boston Income, Floating Rate, Government Obligations, High Income and Investment Portfolios. For a description of the compensation that each Portfolio pays the investment adviser, see the prospectus. Eaton Vance serves as investment adviser and administrator of Diversified Income and Low Duration Funds.

    Eaton Vance does not receive a fee for serving as Diversified Income Fund’s investment adviser. However, the Fund is allocated its share of the investment advisory fee paid by each Portfolio in which it invests. At October 31, ^ 2006 , Diversified Income Fund had net assets of $^ 312 ,^ 536 ,^ 578 . For the fiscal period of December 7, 2004, (start of business) to October 31, 2005, Eaton Vance was allocated $26,533 of the Fund’s operating expenses.

    Pursuant to its Investment Advisory and Administrative Agreement with Low Duration Fund, Eaton Vance is entitled to receive an annual fee in the amount of 0.15% of average daily net assets for providing investment advisory and administrative services to the Fund. However, effective March 15, 2004, Eaton Vance and the Fund entered into a Fee Reduction Agreement pursuant to which Eaton Vance agreed to reduce its annual advisory and administrative fee to 0%. Such contractual fee reduction cannot be terminated or modified without the express consent of the Board of Trustees and is intended to continue indefinitely.

    At October 31, ^ 2006 , Low Duration Fund had net assets of $^ 42 ,^ 585 ,^ 025 . For the fiscal ^ years ended October 31, 2006, October 31, 2005 and the period January 1, 2004 to October 31, 2004, investment advisory and administrative fees amounted to $72,322, $99,741 and $131,456, respectively, of which $73 ,322, $ 99,741 and $92,909, respectively, was waived by Eaton Vance pursuant to the waiver. For the fiscal year ^ of January 1 , 2003 ^to December 31, ^ 2003 , the Fund paid Eaton Vance investment advisory and administrative fees of $210,^ 568 . ^

    Diversified Income, High Income, Government Obligations and Low Duration Funds may invest in one or more of the following portfolios: Boston Income Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio and Investment Portfolio. The following tables set forth the net assets of each Portfolio as of the end of their most recent fiscal year, and the advisory fees earned by the investment adviser for the last three fiscal years (or periods) of each Portfolio. A description of the compensation that each Portfolio pays the investment adviser is also set forth below:

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    Boston Income Portfolio:

            Advisory Fee Paid for Fiscal Years/Periods Ended      
       Net Assets at                 
    October 31, ^ 2006     October 31, ^ 2006      O ctober 31, ^ 2005     ^ October 31 , 2004    ^S eptember ^ 30, ^ 2004  
    $1,^ 874 ,^ 812 ,^ 937      $10,^ 894 ,^ 546        $^ 10,868 ,^ 473*          $^ 880 ,^ 439            $^ 9 ,^ 824 ,^ 594  

    *For the fiscal ^ years ended October 31, 2006 and October 31, 2005, the investment adviser has agreed to reduce the advisory fee by $ 60,513 and $ 30,^ 341, respectively, pursuant to the Fee Reduction Agreement. ^ For the fiscal year ended October 31, 2005, the investment adviser ^agreed to reduce the advisory fee by $1,481 equal to that portion of commissions paid to broker dealers in execution of Portfolio security transactions that is consideration for third-part ^ reserach services.

    Prior to March 28, 2005, the Portfolio paid the investment adviser a monthly fee of 0.625% annually of the average daily assets of the Portfolio. ^ Effective March 27, 2006 and March 28, 2005, BMR and the Trustees of the Portfolio agreed to ^contractual ^ reductions of the Portfolio’s advisory fee (^ " Fee Reduction ^ Agreements" ). Pursuant to the Fee Reduction ^ Agreements , the Portfolio pays a monthly advisory fee on average daily net assets that is computed as follows: ^

    Average Daily Net Assets for the Month     Annual Fee Rate  
    Up to $1.5 billion         0.625% 
    $1.5 billion, but less than $2 billion         0.600% 
    $2 billion, but less than $5 billion           0.575%  
    $5 billion or more           0.555%  

    Floating Rate Portfolio:

            Advisory Fee Paid for Fiscal Years Ended      
    N et Assets at October 31, ^ 2006     October 31, ^ 2006                ^ October 31, ^ 2005     October 31, ^ 2004  
             $^ 7 ,^ 430 ,^ 493 ,^ 139        $^ 35 ,^ 804 ,^ 388                      $^ 31 ,^ 396 ,^ 020        ^$^ 19 ,^ 900 ,^ 172  

    Under Floating Rate Portfolio’s investment advisory agreement, the Portfolio pays the investment adviser a monthly advisory fee on average daily net assets. As of March 27, 2006, BMR and the Trustees of the Portfolio agreed to a reduction of the Portfolio's advisory fee. Pursuant to the Fee Reduction Agreement, the Portfolio pays a monthly advisory fee on average daily net assets that is computed as follows:^

    Average Daily Net Assets for the Month     Annual Fee Rate  
    Up to $1 billion         0.575% 
    $1 billion, but less than $2 billion         0.525% 
    $2 billion, but less than $5 billion         0.500% 
    $5 billion, but less than $10 billion         0.480% 
    $10 billion or more         0.460% 

    Government Obligations Portfolio:^

                                Advisory Fee Paid for Fiscal Year/Period Ended      
    Net Assets at October 31, 2006     October 31, 2006     October 31, 2005     October 31, 2004     December 31, 2003 
              $727,804,120         $5,690,735      $6,732,172     $7,257,040       $11,983,292 

    Under Government Obligations Portfolio’s investment advisory agreement, BMR receives a monthly advisory fee equal to 0.75% annually of the average daily net assets of the Portfolio up to $500 million. On net assets of $500 million or more, BMR has contractually agreed to reduce its advisory fee as follows: 0.6875% annually on average daily net assets of $500 million but less than $1 billion; 0.6250% of average daily net assets of $1 billion but less than $1.5 billion; 0.5625% of average daily net assets of $1.5 billion but less than $2 billion; 0.5000% of average daily net assets of $2 billion but less than $2.5 billion; and 0.4375% of average daily net assets of $2.5 billion and over. These contractual fee reductions cannot be terminated or decreased without the express consent of the Portfolio’s Board of trustees and its shareholders and are intended to continue indefinitely.

      High Income Portfolio:

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    For a description of the compensation that the Portfolio pays the investment adviser, see the prospectus. The following table sets forth the net assets of the Portfolio at October 31, 2006 and the advisory fees earned during the three fiscal years ended October 31, ^ 2006 .

            Advisory Fee Paid for Fiscal Years Ended      
                            ^              
    ^ Net Assets at Octo-             
    ber 31, ^ 2006     October 31, ^ 2006                   October 31, ^ 2005     October 31, ^ 2004  
           $1, ^ 087 , ^ 324 , ^ 476     ^ $ ^ 5 , ^ 856 , ^ 825                    $6, ^ 335 , ^ 720      $6, ^ 712 , ^ 303  

    Investment Portfolio: ^

    ^

                                Advisory Fee Paid for Fiscal Year/Period Ended      
    N et Assets at October 31, 200   Oc tober 31, 200   October 31, 2005     October 31, 2004     December 31, 2003  
                $38,835,260         $200,763        $234,429       $271,323         $363,794 

    Under Investment Portfolio’s investment advisory agreement, the Portfolio pays the investment adviser a monthly advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio.

    Each Investment Advisory and Administrative Agreement 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 Trust cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund. Each Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Fund, and the Agreement will terminate automatically in the event of its assignment. Each Agreement provides that Eaton Vance may render services to others. Each Agreement also provides that Eaton Vance shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the 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.

    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. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corporation (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John G.L. Cabot, Leo I. Higdon, Jr., Vincent M. O’Reilly, Dorothy E. Puhy and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs. Hawkes and Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R. Mach, Robert B. MacIntosh, Thomas M. Metzold, Scott H. Page, Duncan W. Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F. Swaffield and Michael W. Weilheimer (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.

    Code of Ethics. Each investment adviser, principal underwriter, and each Fund and each Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, Eaton Vance employees may purchase and sell securities (including securities held or eligible for purchase by a Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

    Portfolio Managers. The co-portfolio managers, portfolio manager or investment team (each referred to as a “portfolio manager”) of Diversified Income Fund, Low Duration Fund and each Portfolio are ^ listed below . ^Each portfolio manager manages other investment companies and/or investment accounts in addition to the Funds or Portfolios. The following tables show, as of the Funds’ and Portfolios’ most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also

    30


    shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.^

    ^ High Income ^ Portfolio                          
    ^                          
      (Mr. Huggins and Mr.                          
      Weilheimer)                          
    ^ Diversified Income Fund                         
      Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
     (^ Mr . ^ Weilheimer   All Accounts       All Accounts   Paying a Performance Fee     Paying a Performance Fee*  
        ^ Thomas Huggins                          
    Registered Investment Companies         ^ 2     $4,^ ^ 094 .^ 7                      0        $0 
    Other Pooled Investment Vehicles         0        $0                     0        $0 
    Other Accounts         0        $0                     0        $0 
        ^ Michael Weilheimer                          
    Registered Investment Companies       ^ ^ 6     $^ 8 ^ ,917 ^ . ^ 1                      0        $0 
    Other Pooled Investment Vehicles         0        $0                     0        $0 
    Other Accounts       ^ ^ 9     $^ ^ 2,971 ^ .4                      0        $0 

     

    Diverisified Income Fund 

                           
    Government Obligations Portfolio                         
    Investment Portfolio    Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    Low Duration Fund    All Accounts       All Accounts   Paying a Performance Fee     Paying a Performance Fee*  
       Susan Schiff                         
    Registered Investment Companies       5       $4,456.3                     0        $0 
    Other Pooled Investment Vehicles       0       $           0                     0        $0 
    Other Accounts       0       $           0                     0        $0 

     

     

      Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    Diversified Income Fund    All Accounts       All Accounts   Paying a Performance Fee     Paying a Performance Fee*  
       Christine Johnston                         
    Registered Investment Companies         3       $3,816.5                     0               $         0 
    Other Pooled Investment Vehicles         0       $           0                     0               $         0 
    Other Accounts         0       $           0                     0               $         0 
       Scott H. Page                         
    Registered Investment Companies       13       $14,702.1                     0               $         0 
    Other Pooled Investment Vehicles         7       $    4,939.5                     6               $2,561.5 
    Other Accounts         2       $    1,093.4                     0               $         0 
       Payson F. Swaffield                         
    Registered Investment Companies       13       $14,702.1                     0               $         0 
    Other Pooled Investment Vehicles         7       $    4,939.5                     6               $2,561.5 
    Other Accounts         2       $    1,093.4                     0               $         0 
       Mark S. Venezia                         
    Registered Investment Companies         4       $    4,653.9                     0               $         0 
    Other Pooled Investment Vehicles         0       $             0                     0               $         0 
    Other Accounts         0       $             0                     0               $         0 

    *In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

    The following table shows the shares beneficially owned of the Funds as of each Fund’s most recent fiscal year ended October 31, ^ 2006 . Interests in a Portfolio cannot be purchased by a portfolio manager.^

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                 Aggregate Dollar Range of Equity 
        Dollar Range of Equity Securities    Securities Owned in all Registered Funds in 
    Fund Name and Portfolio Manager               Owned in the Fund          the Eaton Vance Family of Funds 

     

    Diversified Income Fund 

           
       Christine Johnston                     None               $100,001 - $500,000 
       Scott H. Page                     None                     over $1,000,000 
       Susan Schiff                     None               $500,001 - $1,000,000 
       Payson F. Swaffield                     None                     over $1,000,000 
       Mark S. Venezia                     None               $100,001 - $500,000 
       Michael W. Weilheimer                     None                     over $1,000,000 
    Government Obligations Fund         
       Susan Schiff                     None               $500,001 - $1,000,000 
    High Income Fund         
       Thomas P. Huggins                     None               $100,001 - $500,000 
       Michael W. Weilheimer                     None                     over $1,000,000 
    Low Duration Fund         
       Susan Schiff                     None               $500,001 - $1,000,000 

    It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of a Portfolio’s, Diversified Income Fund’s or Low Duration Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio, Diversified Income Fund or Low Duration Fund and other accounts he or she advises. In addition due to differences in the investment strategies or restrictions between the Portfolio, Diversified Income ^ Fund, or Low Duration Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio, Diversified Income Fund or Low Duration Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he ^believes is equitable to all interested persons.

    Compensation ^ Structure for Eaton Vance and BMR . Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

    Method to Determine Compensation . The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that

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    have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

    The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

    The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

    Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of each Fund, but currently receives no compensation for providing administrative services to the Funds. For Low Duration Fund, the annual advisory and administrative fee has been waived under a contractual fee reduction. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer each Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of each Fund.

    Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for each Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of each Fund: ( 1) provides call center services to financial intermediaries and shareholders; ( 2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to each Fund); ( 3) furnishes an SAI to any shareholder who requests one in writing or by telephone from each Fund; and ( 4) processes transaction requests received via telephone. For the transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Fund’s transfer agent from fees it receives from the Eaton Vance funds. Each Fund will pay a pro rata share of such fee. For the fiscal year ended October 31, 2006 , the transfer agent accrued for or paid the following to Eaton Vance for sub-transfer agency services performed on behalf of each Fund.^

        Diversified Income     Government Obligations     High Income     Low Duration  
           $ ^ 10 , ^ 209            $ ^ 45 , ^ 243     $ ^ 37 , ^ 211      $ ^ 2 , ^ 761  
    ^                  

    Expenses. Each Fund and each Portfolio is responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, each Fund is responsible for its pro rata share of those expenses. The only expenses of a Fund allocated to a particular class are those incurred under the Distribution ^Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

    OTHER SERVICE PROVIDERS

    Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109, is the principal underwriter of each Fund. 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 a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement ^is renewable annually by the ^Trust^’s Board of Trustees (including a majority of the noninterested Trustees who have no direct or indirect financial interest in the operation of the Distribution 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 Class B, Class C and Class R shares 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. EVD is an indirect, wholly-owned subsidiary of

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    EVC. Mr. Hawkes is a Vice President and Director and Mr. Dynner is a Vice President, Secretary and Clerk of EVD. EVD also serves as placement agent for the Portfolios.

    Custodian. Investors Bank & Trust Company (“IBT“), 200 Clarendon Street, Boston, MA 02116, serves as custodian to each Fund and Portfolio. IBT has custody of all cash and securities representing a Fund’s interest in a Portfolio, has custody of each Portfolio’s assets, maintains the general ledger of each Portfolio and each Fund and computes the daily net asset value of interests in each Portfolio and the net asset value of shares of each Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with each Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and each 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 each Fund or each Portfolio and such banks.

    Independent Registered Public Accounting Firms. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm for High Income Fund and Portfolio and Floating Rate Portfolio, and PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the independent registered public accounting firm for Boston Income Portfolio, Diversified Income Fund, Government Obligations Fund and Portfolio, Investment Portfolio and Low Duration Fund. ^ Deloitte & Touche LLP provides audit services and assistance and consultation with respect to the preparation of filings with the SEC. PricewaterhouseCoopers LLP provides audit services, tax return ^ preparation and assistance ^with respect to the preparation of filings with the SEC.

    Transfer Agent. PFPC Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for each Fund.

    CALCULATION OF NET ASSET VALUE

    The net asset value of each Portfolio is computed by IBT (as agent and custodian for each Portfolio) by subtracting the liabilities of the Fund or Portfolio from the value of its total assets. Each Fund and each 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 a Portfolio, including a Fund, may add to or reduce its investment in the Portfolio on each day the New York Stock Exchange (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 a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in 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 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.

    Foreign securities and currencies held by a Portfolio are valued in U.S. dollars, as calculated by IBT based on foreign currency exchange quotations supplied by an independent quotation service. The daily valuation of exchange-traded foreign securities held by a Portfolio generally is determined as of the close of trading on the principal exchange on which such securities trade. As described in the prospectus, valuations of foreign securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the NYSE, and a Portfolio may rely on an independent fair valuation service in adjusting such valuations. In adjusting the value of foreign securities, a Portfolio may rely on an independent fair valuation service. Investments held by a Portfolio for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the discretion of the Trustees of the Portfolio considering relevant factors, data and other information, including, in the case of restricted securities, the market value of freely traded securities of the same class in the principal market on which such securities are normally traded.

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    Debt securities for which the over-the-counter market is the primary market are normally valued at the mean between the latest available bid and asked prices. As authorized by the Trustees, debt securities (other than short-term obligations) may be valued on the basis of valuations furnished by a pricing service which determines valuations based upon market transactions for normal, institutional-size trading units of such securities. Seasoned MBS are valued through use of an independent matrix pricing system applied by the investment adviser which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Other MBS and debt obligations (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options are valued at closing settlement prices. Over-the-counter options are valued at the mean between the bid and asked prices provided by dealers. The value of interest rate swaps will be based upon a dealer quotation. Short-term obligations and money market securities maturing in sixty days or less are valued at amortized cost which approximates value. If short-term debt securities are acquired with a remaining maturity of more than 60 days, they will be valued by a pricing service. Investments for which reliable market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded. Occasionally, events affecting the value of foreign securities may occur between the time trading is completed abroad and the close of the Exchange which will not be reflected in the computation of a Portfolio’s net asset value (unless a Portfolio deems that such event would materially affect its net asset value in which case an adjustment would be made and reflected in such computation). The Portfolio may rely on an independent fair valuation service in making any such adjustment.

    Senior Loans that meet certain criteria and are deemed to have prices that are readily available and reliable are valued by an independent pricing service. Other Senior Loans are valued at their fair value by the investment adviser. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the Borrower’s debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio’s rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the Borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the Borrower’s business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the Agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers ^based on information available to such managers. The portfolio managers of Boston Income Portfolio and High Income Portfolio may not possess the same information about a Senior Loan borrower as the portfolio managers of ^ Floating Rate Portfolio . ^ At times , the fair value of a Senior Loan determined by the portfolio managers of Boston Income Portfolio and High Income Portfolio may vary from the fair value of the same Senior Loan determined by the portfolio managers of ^ Floating Rate Portfolio . The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by ^ the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

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    PURCHASING AND REDEEMING SHARES

    Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through investment dealers which have entered into agreements with the principal underwriter. Shares of a Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the investment dealers responsible for selling Fund shares. The sales charge ^ table in the prospectus ^ is applicable to purchases of a 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 or her 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, a Fund may accept initial investments of less than ^ the minimum investment amount 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 a Fund as described below. ^

    Class R Share Purchases. Class R shares are available for purchase by clients of financial intermediaries who charge an advisory, management or consulting or similar fee for their services; accounts affiliated with those financial intermediaries; and in connection with certain tax-sheltered retirement plans and Individual Retirement Account rollover accounts. Detailed information concerning tax-sheltered plans eligible to purchase Class R shares, 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 consulting 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.

    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 a Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares, and (if applicable) the amount of uncovered distribution charges of the principal underwriter. The Class B, Class C and Class R 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 Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

    Additional Information About Redemptions. The right to redeem shares of a 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 SEC, or during any emergency as determined by the SEC which makes it impracticable for the Portfolio to dispose of its securities or value its assets, or during any other period permitted by order of the SEC 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.

    While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of a Fund, either totally or partially, by a distribution in kind of readily marketable securities withdrawn from a Portfolio. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.

    Redemption Fees. Class A shares of High Income Fund generally are subject to a redemption fee equal to 1% of the amount redeemed or exchanged within 90 days of the settlement of the purchase. For the fiscal year ended October 31, 2006, High Income Fund received redemption fees equal to $4,435.

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    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 may terminate the withdrawal plan at any time without penalty.

    Other Information. A Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

    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.

    Purchases at Net Asset Value. Class A shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with a 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 investment services, such as management, brokerage and custody, (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 ^ similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; and 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 Code and “rabbi trusts”, (4) to officers and employees of ^ a Fund’s custodian and transfer agent and (5) in connection with the ReFlow Liquidity Program. Class A shares may also be sold at net asset value to registered representatives and employees of investment dealers. Sales charges generally are waived 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.

    Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of a Fund’s custodian and transfer agent.

    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 sales charge or CDSC waiver will be prospective only.

    Statement of Intention. If it is anticipated that $25,000 ($100,000 for Low Duration Fund) 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 eligible for the right

    37


    of accumulation (see below) as of the date of the Statement and purchased during the 13-month period 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. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of any Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by the shareholder. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Shares purchased by an individual, his or her spouse and their children under the age of twenty-one, including shares held for the benefit of any such persons in trust or fiduciary accounts (including retirement accounts) or omnibus or "street name" accounts, 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.

    Conversion Feature. Class B shares held for the longer of eight years (or the longer of eight years or the time when the CDSC applicable to Diversified Income Class B shares expires) (or the longer of four years or the time when the CDSC applicable to your Low Duration Class B shares expires) will automatically convert to Class A shares. For purposes of this conversion, all distributions paid on Class B shares which the shareholder elects to reinvest in Class B shares will be considered to be held in a separate sub-account. Upon the conversion of Class B shares not acquired through the reinvestment of distributions, a pro rata portion of the Class B shares held in the sub-account will also convert to Class A shares. This portion will be determined by the ratio that the Class B shares being converted bears to the total of Class B shares (excluding shares acquired through reinvestment) in the account. This conversion feature is subject to the continuing availability of a ruling from the Internal Revenue Service or an opinion of counsel that the conversion is not taxable for federal income tax purposes.

    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”). The CDSC will not be charged to the shareholder when the shares are exchanged for shares of the investment dealer fund; however, the shareholder will receive no credit toward the completion of the CDSC period for the time that the shareholder holds the exchanged shares of the investment dealer fund. If a shareholder redeems the exchanged shares of the investment dealer fund and does not invest the proceeds into Class B shares of an Eaton Vance fund, the shareholder will be subject to any CDSC applicable at the time the shareholder received the exchanged shares of the investment dealer fund.

    Tax-Deferred Retirement Plans. ^ Class A, Class C and Class R shares are available for purchase in connection with certain tax-deferred 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 consulting 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

    38


    not by the principal underwriter. Under all plans, dividends and distributions will be automatically reinvested in additional shares.

    Distribution Plans

    The Trust has in effect a ^ compensation-type Distribution Plan (the “Class A Plan”) ^ pursuant to ^Rule 12b-1 under the 1940 ^ Act for Class A shares. The ^ Class A Plan ^ is designed to (i) finance activities which are primarily intended to result in the distribution and sales of ^ Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service ^ fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, investment dealers and other ^ persons. The distribution and service fees payable under the Class A Plan shall not ^ exceed 0.25% of ^ the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid quarterly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A^ .

    The Trust also has in effect a compensation-type Distribution Plan (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. On each sale of shares (excluding reinvestment of distributions) a Class will pay the principal underwriter amounts representing (i) sales commissions equal to 6.25% (5% for Class B shares of Government Obligations Fund and High Income Fund) of the amount received by a Fund for each Class share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called “uncovered distribution charges”. Each Class pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% (0.60% for Class C of Low Duration Fund) of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter currently pays an up-front sales commission (except on exchange transactions and reinvestments) of 4% (3.0% for Low Duration Fund) of the purchase price of Class B shares and 0.75% of the purchase price of Class C shares, and an up-front service fee of 0.25% on Class C shares. Distribution fees paid by a Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the outstanding uncovered distribution charges of the Class. Whenever there are no outstanding uncovered distribution charges of a Class, the Class discontinues payment of distribution fees.

    The Trust also has in effect a compensation-type Distribution Plan (the "Class R Plan") pursuant to Rule 12b-1 under the 1940 Act for the ^ Government Obligations Fund ’s Class R shares. The Class R Plan provides for the payment of a monthly distribution fee to the principal underwriter of up to an annual rate of 0.50% of average daily net assets attributable to Class R shares. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% of average daily net assets attributable to Class R shares. Aggregate payments to the principal underwriter under the Class R Plan are limited to those permitted pursuant to a rule of the NASD. The Class R Plan also provides that Class R shares will pay a service fee to the principal underwriter in an amount equal on an annual basis of up to 0.25% of that portion of average daily net assets attributable to Class R shares for personal services and/or the maintenance of shareholder accounts. Service fees are paid quarterly in arrears. For the distribution and service fees paid by Class R shares, see ^ Appendix D .

    The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of each 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. The Eaton Vance organization will profit by reason of the operation of each Class B and Class C Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plans and from CDSCs have exceeded the total expenses incurred in distributing Class B and Class C shares. Because payments to the principal underwriter under the Class B and Class C Plans are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix B and C.

    The Class B and Class C Plans also ^ authorize the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class B, this fee is paid quarterly in arrears based on the value of 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 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% 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, see Appendix B and C.

    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

    39


    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 current Plans were initially approved by the Trustees, including the Plan Trustees, on June 23, 1997 - Government Obligations and High Income Class B and C Plans; June 18, 2002 - Diversified Income and Low Duration; June 15, 2003 - Government Obligations Class R Plan and February 9, 2004 - High Income Class A Plan. The Trustees of the Trust who are “interested” persons of the Trust 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.

    PERFORMANCE

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

    Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B, Appendix C and Appendix D.

    In addition to the foregoing total return figures, each Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. 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. Each Fund’s performance may differ from that of other investors in a Portfolio, including other investment companies.

    Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price (including the maximum of any initial sales charge) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is calculated from the yields to maturity of all debt obligations based on prescribed methods, reduced by accrued expenses for the period with the resulting number being divided by the average daily number of shares outstanding and entitled to receive distributions during the period. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments.

    Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of each Fund. Pursuant to the Policies, information about portfolio holdings of a Fund may not be disclosed to any party except as follows:

    40


    • Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. Each Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. Each Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which includes a list of the Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, each Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N-Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no ^cost by contacting Eaton Vance at 1-800-225-6265. The Fund also will post a complete list of its portfolio holdings (including the Portfolio’s holdings) as of each calendar quarter end on the Eaton Vance website within 60 days of calendar quarter-end.
    • Disclosure of certain ^ portfolio characteristics: Each Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-225-6265.
    • Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of a Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers (including the investment adviser, custodian, transfer agent, principal underwriter, etc.) that have a legal or contractual duty to keep such information confidential; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of a Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the ^ arrangement. Such persons may include securities lending agents, credit rating ^ agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group) , statistical ratings ^ agencies (such as Morningstar, Inc.) , analytical service providers engaged by the investment ^ adviser (such as Advent, Bloomberg L.P., Evare, Factset and The Yield Book, Inc.) , proxy evaluation vendors, pricing services, translation ^ services, lenders under Fund credit facilities (such as Citibank, N.A.) and, for purposes of facilitating portfolio transactions, investment dealers and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers ).
      Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of a Fund’s Board of Trustees.  In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.

    The Funds^, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Fund’s portfolio holdings.

    The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Funds. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

    The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by ^ a Portfolio or Fund . However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Funds.

    41


    TAXES

    Each series of the Trust is treated as a separate entity for federal income tax purposes. Each Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, each Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income ^tax. If a Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, a Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. Each Fund qualified as a RIC for its fiscal year ending October 31, 2006 . Each Fund also seeks to avoid payment of federal excise tax. However, if a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts .

    Because each Fund invests its assets in a ^ Portfolio , ^ the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, each 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. Each Fund, as an investor in a ^ Portfolio , will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. Each Portfolio will allocate at least annually among its investors, including a Fund, 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, each 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 a Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) 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 any available capital loss carryforwards and (iii) 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. If a Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that a Fund qualifies as a RIC and the Portfolio is treated as a partnership for Massachusetts and federal tax purposes, neither the Fund nor the Portfolio should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts. ^

    If a Fund does not qualify as a RIC for any taxable year, the Fund’s taxable 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 the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. 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 substantial distributions.

    A Portfolio’s investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to a Portfolio, defer Portfolio losses, cause adjustments in the holding periods of Portfolio securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors.

    As a result of entering into swap contracts, a Portfolio may make or receive periodic net payments. A Portfolio may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if a Portfolio has been a party to a swap for more than one year). The tax treatment of many types of credit default swaps is uncertain.

    In general, gain or loss on a short sale is recognized when a Portfolio closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered as capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in a Portfolio’s hands. Except with

    42


    respect to certain situtations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules would generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of "substantially identical property" held by a Portfolio. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, "substantially identical property" has been held by a Portfolio for more than one year. In general, a Portfolio will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered into.

    Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

    A Portfolio’s investment in securities acquired at a market discount may, or in zero coupon and certain other securities with original issue discount generally will, cause it to realize income prior to the receipt of cash payments with respect to those securities. Such income will be allocated daily to interests in the Portfolio and, in order to enable the Fund to distribute its proportionate share of this income and avoid a tax payable by a Fund, the Portfolio may be required to liquidate portfolio securities that it might otherwise have continued to hold in order to generate cash that the Fund may withdraw from the Portfolio for subsequent distribution to Fund shareholders.

    The amount of a Fund’s distributions will vary from time to time depending on general economic and market conditions, the composition of the ^Portfolio’s ^investments, its current investment strategies and the operating expenses of a Fund and ^ Portfolio . While distributions will vary from time to time in response to the factors referred to above, a Fund’s management will attempt to pursue a policy of maintaining a relatively stable monthly distribution payment to its shareholders. The distributions paid by a Fund during any particular period may be more or less than the amount of net investment income and net short-term capital gain actually earned by a Portfolio ^and allocated to a Fund during such period.

    For taxable years beginning on or before December 31, ^ 2010 , distributions of investment income designated by a Fund as derived from “qualified dividend income” will be taxed in the hands of individual shareholders at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. A Funds do ^not expect a significant portion of ^distributions of investment income to be derived from qualified dividend income.

    ^

    Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholder’s tax basis in some or all of the other shares acquired.

    A portion of distributions made by a Fund which are derived from dividends from domestic corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the ^ 91 -day period ^ beginning 45 days before the ex-dividend date. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase an alternative minimum tax for certain corporations.

    Sales charges paid upon a purchase of shares subject to a front-end sales charge 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 Fund shares (or shares 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.

    Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed.

    43


    Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

    In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”), are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). ^ For taxable years beginning before January 1, 2008, a Fund generally will not be required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by a Fund.

    ^

    Until December 31, 2007, if a Fund makes a distribution to a foreign shareholder that is attributable to interests in U.S. real property or in corporations for which direct or indirect interests in U.S. real property exceed certain levels and if such foreign shareholder owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year, the distribution will be subject to a 35% withholding tax and will obligate such foreign shareholder to file a U.S. tax return. If a foreign person who owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year redeems shares of the Fund within the 30 days prior to an ex-dividend date of a distribution subject to the 35% tax and within 30 days before or after the ex-dividend date acquires or contracts to acquire a substantially identical interest in the Fund, such foreign person may be subject to the 35% tax and a U.S. filing requirement. After December 31, 2007, these rules apply only to Fund distributions attributable to distributions received by a Fund from real estate investment trusts.

    If a Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from a Fund could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

    Amounts paid by a 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 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

    Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. ^

    If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

    The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and 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 federal, state, local, and, where applicable, foreign tax consequences of investing in a Fund^ .

    44


    PORTFOLIO SECURITIES TRANSACTIONS

    Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by the investment adviser of the Fund or each Portfolio (each referred to herein as the "investment adviser"). Each Portfolio is responsible for the expenses associated with portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with many firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser 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 executing firm’s services including the responsiveness of the firm to the investment adviser, 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 the services rendered by the firm in other transactions, and the reasonableness of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for a Portfolio. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

    Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer 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 often involve the payment of brokerage commissions, which may be 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 often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

    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 that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser 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 the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph.

    It is a common practice of the investment advisory industry and of 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-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The ratio of

    45


    the commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services over the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

    Consistent with the foregoing practices, the investment adviser receives Research Services from many broker-dealer firms with which the investment adviser places transactions and may receive them from third parties with which these broker-dealers have arrangements. Each Portfolio and the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by the investment adviser in connection with its investment responsibilities.

    Research Services received by the investment adviser may ^ include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, certain proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, news and information services, certain pricing and quotation equipment and services, and certain research oriented computer ^software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser 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 the investment adviser 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 investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

    In the event that the investment adviser executes Portfolio securities transactions with a broker-dealer on or after May 1, 2004 and the associated commission is consideration for Third Party Research Services (as described above), the investment adviser has agreed to reduce the advisory fee payable by each Portfolio by an amount equal to the commission payment associated with the transaction divided by the applicable Third Party Research Services Payment Ratio. However, the investment adviser generally does not expect to acquire Third Party Research with Portfolio brokerage commissions.

    Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by each Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the investment adviser.

    The investment companies sponsored by the investment adviser or its affiliates 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 the investment adviser, to such companies. Such companies may also pay cash for such information.

    Securities considered as investments for each Portfolio may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by each Portfolio and one or more of such other accounts simultaneously, the investment adviser 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 each 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 the investment adviser 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 each Portfolio from time to time, it is the opinion of the Trustees of the Trust and each Portfolio that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

    46


    The following table shows brokerage commissions paid during the periods shown below, as well as the amount of Portfolio security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution.

    ^                                  
                                           Amount of    Commissions Paid on 
                                           Transactions         Transactions 
                                       Directed to Firms       Directed to Firms 
                    Brokerage Commissions Paid for the Fiscal Year/Period Ended           Providing Research       Providing Research 
                                                      Portfolio     10/31/06               10/31/05               10/31/04           12/31/03                 10/31/06           10/31/06  
                                           Investment           $0                   $0                       $0                   $0                     $0                 $0 

     

     

                                  Commissions Paid on 
                                                 Amount of Transactions         Transactions 
                                Directed to Firms     Directed to Firms 
            Brokerage Commissions Paid for the Fiscal Year Ended     Providing Research    Providing Research 
                                                                  Portfolio         1 0/31/ ^ 06     ^10/31^/^ 05     1 0 ^ /31/ ^ 0    1 0/31/ ^ 06        10/31/^ 06
                                           High Income        $^ 7 ,^ 167*         $^ 22 ,^ 670     ^$^ 23 ,^ 193              $^ 0                $^ 0  
                                           Floating Rate           $^ 0 *^        $^ 8,533*         $^ 53              $0              $ ^0^ 

     

     

                                         Amount of    Commissions Paid on 
                                           Transactions         Transactions 
                                       Directed to Firms       Directed to Firms 
                    Brokerage Commissions Paid for the Fiscal Year/Period Ended           Providing Research       Providing Research 
                                                      Portfolio     1 0/31/ ^ 06          ^10/31^/^ 05            ^ 10 /^ 3 1/04       ^ 9/30/ ^ 04              1 0/31/ ^ 06          1 0/31/ ^ 06  
                                           Boston Income    $^ 10 ,^ 958*            $^ 51 ,^ 339*              $^ 87 ,^ 125        $^ 149 ,^ 725                    $^ 0                $^ 0  

     

     

                                         Amount of    Commissions Paid on 
                                           Transactions         Transactions 
                                       Directed to Firms       Directed to Firms 
                    Brokerage Commissions Paid for the Fiscal Year/Period Ended           Providing Research       Providing Research 
                                                      Portfolio     1 0/31/ ^ 06          ^ 10/31^/^05           ^ 10 /31/^ 04        1 2 ^ /31/ ^ 03               10/31/^06         1 0/31/ ^ 06  
                                            ^ Govt Obligations       ^$^0^                 $^ 0*              $^ 87 ,^ 125        $^ 149 ,^ 725                      $0                 $0 

    *The increase (or decrease) in brokerage commissions for the periods shown was due to an increase (or ^ decease ) in the number and dollar amount of portfolio transactions involving permitted securities.

    47


    FINANCIAL STATEMENTS

    The audited financial statements of, and the reports of the independent registered public accounting firms for the Funds and Boston Income, Floating Rate, Government Obligations, High Income and Investment Portfolios, appear in each of their respective annual ^ report to shareholders and are incorporated by reference into this SAI. A copy of the annual reports accompanies 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 Funds and the Portfolios listed below for the fiscal year ended October 31, 2006, as previously filed electronically with the SEC:

    Eaton Vance Diversified Income Fund
    Eaton Vance Government Obligations Fund
    Eaton Vance High Income Fund
    Eaton Vance Low Duration Fund
    Floating Rate Portfolio
    Government Obligations Portfolio
    High Income Portfolio
    Investment Portfolio
    (Accession No. 0001104659-^ 07 -^ 001290 )
    Boston Income Portfolio
    (Accession No. 0001104659-^ 07 -^ 001489 )

    48


    APPENDIX A

    Class A Fees, Performance & Ownership

    Sales ^ Charges and Distribution and Service ^ Fees. For the fiscal year ended October 31, 2006 , the following table shows (1) total sales charges paid by each Fund, (2) sales charges paid to investment dealers, (3) sales charges paid to the principal underwriter, (4) CDSC payments to the principal underwriter, (5) total distribution and service fees paid by each Fund, and (6) distribution and service fees paid to investment dealers^. ^ Distribution and service fees that were not paid to investment dealers were retained by the principal underwriter.

    ^

                            Distribution and 
                Sales Charges to    CDSC Paid to    Total Distribution    Service Fees Paid 
        Total Sales    Sales Charges to         Principal     Principal       and Service     to Investment 
    Fund     Charges Paid     Investment Dealers       Underwriter     Underwriter         Fees Paid          Dealers 
    Diversified Income    $1,590,587         $1,499,029         $91,558       $ 4,707         $269,013         $61,611  
    Government Obligations        543,293             513,944           29,349             239           670,283         511,836  
    High Income        566,470             535,747           30,723           2,212           435,726         349,592  
    Low Duration          45,212               41,996             3,216           5,000             55,171           40,187  

    For the fiscal years ended October 31, 2005 and ^October 31, 2004, the following total sales charges were paid on sales of Class A, of which the principal underwriter received the following amounts. The balance of such amounts was paid to investment dealers.^

            October 31, 2004    October 31, 2004    October 31, 2004 
           October 31, 2005     Sales Chares to       Total Sales     Sales Charges to 
    Fund     Total Sales Charges Paid     Principal Underwriter         Charges Paid    Principal Underwriter  
    Diversified Income (1)            $2,020,899       $115,174                   N/A               N/A 
    Government Obligations               946,946         899,328     $1,212,177       $70,166 
    High Income (2)                444,511         423,254           161,222           7,234 
    Low Duration                 64,084           61,720             99,060           5,627 


    ( ^ 1 ) ^ The Fund commmenced operations on December ^ 7 , ^ 2004 .

    ( ^ 2 ) Class A shares commenced operations on March 11, 2004.

    Redemption Fees. Class A shares of High Income Fund generally are subject to a redemption fee equal to 1% of the amount redeemed or exchanged within 90 days of the settlement of the purchase. For the fiscal year ended October 31, 2006, High Income Fund received redemption fees equal to $4,435.

    Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Total return for the period prior to March 11, 2004 for High Income Fund reflects the total return of High Income Fund Class B, adjusted to reflect the Class A sales charge. The High Income Class B total return has not been adjusted reflect certain other expenses (such as distribution ^ and service fees). If such adjustments were made, the High Income Fund Class A total return would be different. Past performance (both before and after taxes) 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. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before

    49


    Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    ^ ^

      Diversified Income     Length of Period Ended October 31, 2006 
    Average Annual Total Return:         One Year     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge            6.84%       5.32%  
    Before Taxes and Including Maximum Sales Charge            1.73%       2.65%  
    After Taxes on Distributions and Excluding Maximum Sales Charge            4.43%       2.99%  
    After Taxes on Distributions and Including Maximum Sales Charge        –0.56%       0.38%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge            4.39%       3.17%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge            1.08%       0.93%  
             The Fund commenced oeprations on December 7, 2004.         

    For the 30 days ended October 31, 2006, the SEC yield for Class A shares was 6.25 %.

      Government Obligations                Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year*     Five Years*     Ten Years*  
    Before Taxes and Excluding Maximum Sales Charge     ^ 4 .^ 28    ^ 2 .^ 71    4.^ 77
    Before Taxes and Including Maximum Sales Charge    –^ 0 .^ 63    ^ 1 .^ 72    4.^ 26
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 2 .^ 08    ^ 0 .^ 26    2.^ 01
    After Taxes on Distributions and Including Maximum Sales Charge    –^ 2 .^ 72     0.^ 70    1.^ 52
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge     ^ 2 .^ 75    ^ 0 .^ 87    2.^ 37
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    –^ 0 .^ 44    ^ 0 .^ 04    1.^ 93

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class A shares was 4.^ 24 %.

      High Income              Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year     Five Years     Ten Years  
    Before Taxes and Excluding Maximum Sales Charge    11.04%     10.64%     6.21%  
    Before Taxes and Including Maximum Sales Charge      5.86%       9.57%     5.70%  
    After Taxes on Distributions and Excluding Maximum Sales Charge      8.00%       7.33%     2.64%  
    After Taxes on Distributions and Including Maximum Sales Charge      2.95%       6.30%     2.15%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      7.09%       7.11%     3.03%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge      3.72%       6.20%     2.59%  
       The Fund commenced operations of Class A shares on March 11, 2004.             

    For the 30 days ended October 31, 2006, the SEC yield of for Class A shares was 8.34% .

    50


    Low Duration     Length of Period Ended October 31, 2006 
    Average Annual Total Return:         One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge         ^ 3 . ^ 74        1. ^ 88
    Before Taxes and Including Maximum Sales Charge         ^ 1 . ^ 43      ^ 1 . ^ 31
    After Taxes on Distributions and Excluding Maximum Sales Charge         ^ 1 . ^ 79      ^ 0. ^ 36
    After Taxes on Distributions and Including Maximum Sales Charge         – ^ 0 . ^ 48    –0. ^ 20
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge         ^ 2 . ^ 41        0. ^ 71
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge         ^ 0. ^ 91      ^ 0. ^ 24
         The Fund commenced operations on September 30, 2002.         

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class A shares was ^ 4 .^ 63 %.

    Control Persons and Principal Holders of Securities. At February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :^

    Diversified Income Fund    Charles Schwab & Co. Inc.    San Francisco, CA    9.4%  
        Special Custody Acct for FEBO customers    Louisville, KY    7.1%  
    Government Obligations Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    7.0%  
    High Income Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    12.5%  
        Citigroup Global Markets, Inc.    New York, NY    6.3%  
    Low Duration Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    24.8%  
        Charles Schwab & Co. Inc.    Jersey City, NJ    5.6%  

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

    51


    APPENDIX B

    Class B Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class B shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class B), (5) service fees paid under the Distribution Plan, and (6) 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.

    ^

        Commission Paid                     
           by Principal     Distribution Fee                   Service Fees 
         Underwriter to             Paid to       CDSC Paid to    Uncovered Distribution     Service           Paid to 
    Fund     Investment Dealers     Principal Underwriter     Principal Underwriter                 Charges        Fees    Investment Dealers  
    Diversified Income        $380,950         $ 203,071         $ 71,386     $1,401,000 (4.4%)     $65,540         $ 26,613  
    Government Obligations            134,158         1,875,531         1,055,000     14,001000 (6.5%)     641,552           591,603  
    High Income            374,472         2,520,771             708,295     22,227,309 (7.3%)     854,987           783,338  
    Low Duration                2,782               58,487               21,000         757,000 (11.7%)       20,141             18,798  

    Performance Information. The table below indicates the cumulative and average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return ^ for the period prior to January 1, 1998 for Government Obligations Fund reflects the total return of a predecessor to Class B. Past performance (both before and after taxes) 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. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    ^ ^

      Diversified Income     Length of Period Ended October 31, 2006 
    Average Annual Total Return:           One Year     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge           6.05%       4.48% 
    Before Taxes and Including Maximum Sales Charge           1.05%       1.99% 
    After Taxes on Distributions and Excluding Maximum Sales Charge           3.93%       2.44% 
    After Taxes on Distributions and Including Maximum Sales Charge         –1.07%     –0.10% 
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge           3.89%       2.63% 
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge           0.64%       0.47% 
       The Fund commenced operations on December 7, 2004.         

    For the 30 days ended October 31, 2006, the SEC yield for Class B shares was 5.81% .

    52


      Government Obligations                Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year*     Five Years*     Ten Years*  
    Before Taxes and Excluding Maximum Sales Charge     ^ 3 .^ 50    ^ 1 .^ 93   ^ 3 .^ 98
    Before Taxes and Including Maximum Sales Charge    –^ 1 .^ 41    ^ 1 .^ 62   ^ 3 .^ 98
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^1.^ 58    ^ –0 .^ 22    1.^ 54
    After Taxes on Distributions and Including Maximum Sales Charge    –^ 3 .^ 33    ^ –0 .^ 55    1.^ 54
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge     ^ 2 .^ 25    ^ 0 .^ 39    1.^ 89
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    –^ 0 .^ 94    ^ 0 .^ 11    1.^ 89
       The Fund commenced operations of Class B shares on January 1, 1998.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class B shares was 3.^ 70 %.

      High Income              Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year     Five Years     Ten Years  
    Before Taxes and Excluding Maximum Sales Charge    10.41%     10.33%     6.06%  
    Before Taxes and Including Maximum Sales Charge      5.41%     10.06%     6.06%  
    After Taxes on Distributions and Excluding Maximum Sales Charge      7.68%       7.13%     2.55%  
    After Taxes on Distributions and Including Maximum Sales Charge      2.68%       6.82%     2.55%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      6.69%       6.92%     2.94%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge      3.44%       6.65%     2.94%  

    For the 30 days ended October 31, 2006, the SEC yield of for Class B shares was 8.00% .

    Low Duration     Length of Period Ended October 31, 2006 
    Average Annual Total Return:         One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge         ^ 3 .^ 07‘ %^       ^ 1 .^ 11
    Before Taxes and Including Maximum Sales Charge         ^ 0 .^ 12      ^ 1 .^ 11
    After Taxes on Distributions and Excluding Maximum Sales Charge         ^ 1 .^ 40    –0.^ 13
    After Taxes on Distributions and Including Maximum Sales Charge         –^ 1 .^ 55    –0.^ 13
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge         ^ 1 .^ 98        0.^ 22
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge         ^ 0 .^ 06      ^0.^ 22
       The Fund commenced operations on September 30, 2002.         

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class B shares was ^ 4 .^ 05 %.

    53


    Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :

    Government Obligations Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    10.^ 0
    High Income Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    12.^ 4
        Morgan Stanley    Jersey City, NJ     6.^ 1
        Citigroup Global Markets Inc.    New York, NY     5.^ 5
    Low Duration Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    ^ 13 .^ 0

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

    54


    APPENDIX C

    Class C Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class C), (5) service fees paid under the Distribution Plan, and (6) 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.

    ^

        Commission Paid                     
           by Principal     Distribution Fee    CDSC Paid to    Uncovered Distribution           Service Fees 
         Underwriter to             Paid to     Principal    Charges (as a % of Class     Service           Paid to 
    Fund     Investment Dealers     Principal Underwriter     Underwriter             Net Assets)        Fees    Investment Dealers  
    Diversified Income        $ 650,027         $ 846,890       $47,255     $7,973,000 (5.9%)     $282,294         $218,401  
    Government Obligations        1,083,057         1,147,405         13,000     59,724,000 (46.0%)       382,468             360,982  
    High Income        1,276,884         1,314,769         13,663     39,633,792 (23.0%)       438,256             419,629  
    Low Duration            91,259             112,406           1,000       4,584,000 (30.7%)         46,836               43,046  

    ^

    Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return for the period prior to January 1, 1998 (for Government Obligations Fund) and April 1, 1998 (for High Income Fund) reflects the total return of a predecessor to Class C. Past performance (both before and after taxes) 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. Any return presented with an asterisk (*) includes the effect of subsidizing expenses. Returns would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    55


    ^ ^

      Diversified Income     Length of Period Ended October 31, 2006 
    Average Annual Total Return:           One Year     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge          6.16%       4.54%  
    Before Taxes and Including Maximum Sales Charge          5.16%       4.54%  
    After Taxes on Distributions and Excluding Maximum Sales Charge          4.04%       2.49%  
    After Taxes on Distributions and Including Maximum Sales Charge          3.04%       2.49%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge          3.96%       2.67%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge          3.31%       2.67%  
       The Fund commenced operations on December 7, 2004         

    For the 30 days ended October 31, 2006, the SEC yield of for Class C shares was 5.81% .

      Government Obligations                Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year*     Five Years*     Ten Years*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 3 .^ 36    ^ 1 .^ 88   ^ 3 .^ 91
    Before Taxes and Including Maximum Sales Charge    ^ 2 .^ 38    ^ 1 .^ 88   ^ 3 .^ 91
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^1.^ 44    ^ –0 .^ 26    1.^ 49
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 0 .^ 46    ^ –0 .^ 26    1.^ 49
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 2 .^ 16    ^ 0 .^ 35    1.^ 85
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 1 .^ 52    ^ 0 .^ 35    1.^ 85
         The Fund commenced operations of Class C shares on January 1, 1998.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield of for Class C shares was 3.^ 77 %.

      High Income              Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year     Five Years     Ten Years  
    Before Taxes and Excluding Maximum Sales Charge    10.41%     10.30%     6.01%  
    Before Taxes and Including Maximum Sales Charge      9.41%     10.30%     6.01%  
    After Taxes on Distributions and Excluding Maximum Sales Charge      7.68%       7.11%     2.43%  
    After Taxes on Distributions and Including Maximum Sales Charge      6.68%       7.11%     2.43%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      6.69%       6.90%     2.86%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge      6.04%       6.90%     2.86%  

    For the 30 days ended October 31, 2006, the SEC yield of for Class C shares was 7.99% .

    56


    Low Duration     Length of Period Ended October 31, 2006  
    Average Annual Total Return:         One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge           ^ 3 . ^ 12 %         ^ 1 . ^ 26 %  
    Before Taxes and Including Maximum Sales Charge           ^ 2 . ^ 14 %         ^ 1 . ^ 26 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge           ^ 1 . ^ 40 %       –0. ^ 04 %  
    After Taxes on Distributions and Including Maximum Sales Charge           ^ 0. ^ 41 %       –0. ^ 04 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge           ^ 2 . ^ 01 %         ^ 0. ^ 32 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge           ^ 1 . ^ 37 %         ^ 0. ^ 32 %  
        The Fund commenced operations on September 30, 2002.          

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class C shares was ^ 4 .^ 49 %.

    57


    Control Persons and Principal Holders of Securities. At February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :^

    Diversified Income Fund     Special Custody Acct FEBO Customers     Louisvlle, KY     8.2%  
        Merrill Lynch, Pierce, Fenner & Smith, Inc.     Jacksonville, FL     5.6%  
    Government Obligations Fund     Merrill Lynch, Pierce, Fenner & Smith, Inc.     Jacksonville, FL     20.3%  
    High Income Fund     Merrill Lynch, Pierce, Fenner & Smith, Inc.     Jacksonville, FL     23.0%  
    Low Duration Fund     Merrill Lynch, Pierce, Fenner & Smith, Inc.     Jacksonville, FL     15.5%  
        Morgan Stanley     Jersey City, NJ     5.1%  

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

    58


    APPENDIX D

    Class R Fees, Performance & Ownership

    Distribution, Service and Repurchase Transaction Fees. For the ^ fiscal year ended October 31, 2006 , the following table shows (1) distribution fees paid to the principal underwriter under the Distribution Plan, (2) total service fees ^ paid and (3) 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 Fee           Service Fees 
           Paid to    Total Service           Paid to 
    Principal Underwriter      Fees Paid    Investment Dealers  
          $258     $209         $205  

    Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Total return prior to the date this Class of the Fund was first offered reflects the total return of the Fund’s Class A shares calculated at net asset value. The total return shown below has not been adjusted to reflect certain expenses (such as distribution and/or service fees). If such adjustments were made, the Class R total return would be different. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

      Government Obligations            Length of Period Ended October 31, 2006 
    Average Annual Total Return:     One Year*     Five Years*     Ten Years*  
    Before Taxes and Excluding Maximum Sales Charge     ^ 3 .^ 87    ^ 2 .^ 51    4.^ 67
    Before Taxes and Including Maximum Sales Charge     ^ 3 .^ 87    ^ 2 .^ 51    4.^ 67
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 1 .^ 76    ^ 0 .^ 11    ^ 1 .^ 94
    After Taxes on Distributions and Including Maximum Sales Charge     ^ 1 .^ 76    ^ 0 .^ 11    ^ 1 .^ 94
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge     ^ 2 .^ 48    ^ 0 .^ 74    2.^ 30
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     ^ 2 .^ 48    ^ 0 .^ 74    2.^ 30
       The Fund commenced operations of Class R shares on August 12, 2005.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for Class R shares was 4.^ 21 %

    Control Persons and Principal Holders of Securities. At February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :^

    Government Obligations Fund MG Trust Co. Cust. FBO General Distributing Co. 401(K) Denver, CO 95.1%

    Beneficial owners of 25% or more of a Class are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.

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

    59


    APPENDIX E

    DESCRIPTION OF ^ SECURITIES RATINGS

    The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.

    Bonds which are unrated expose the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these securities is dependent on the investment adviser’s judgment, analysis and experience in the evaluation of such bonds.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    Moody’s Investors Service, Inc.

    Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

    Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risk appear somewhat larger than the Aaa securities.

    A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

    Baa: Bonds which are rated Baa are considered as medium-grade obligations ( i.e. , they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

    Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during other good and bad times over the future. Uncertainty of position characterizes bonds in this class.

    B: Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

    Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

    Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

    C: Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

    Absence of Rating: Where no rating has been assigned or where a rating has been suspended or withdrawn, it may be for reasons unrelated to the quality of the issue.

    Should no rating be assigned, the reason may be one of the following:

    1.      An application for rating was not received or accepted.
     
    2.      The issue or issuer belongs to a group of securities or companies that are not rated as a matter of policy.
     
    3.      There is a lack of essential data pertaining to the issue or issuer.
     
    4.      The issue was privately placed, in which case the rating is not published in Moody's publications.
     

    60


    Suspension or withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.

    Note: Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating classification from Aa through B. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

    Short-Term Debt

    Moody’s short-term debt ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of one year.

    Issuers rated Prime-1 or P-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 or P-1 repayment ability will often be evidenced by many of the following characteristics:

    Issuers rated Prime-2 or P-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

    Standard & Poor's Ratings Group

    AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

    AA: An obligation rated AA differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment is very strong.

    A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

    BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

    Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

    BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

    B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

    CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

    CC: An obligation rated CC is currently highly vulnerable to nonpayment.

    61


    C: The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken but payments on this obligation are being continued. C is also used for a preferred stock that is in arrears (as well as for junior debt of issuers rated CCC and CC).

    D: The D rating, unlike other ratings, is not prospective; rather, it is used only where a default has actually occurred – and not where a default is only expected. Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

    NR: NR indicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy.

    Commercial Paper

    A: S&P’s commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.

    A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+) sign designation.

    A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated "A-1".

    A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

    Fitch Ratings

    Investment Grade Bond Ratings

    AAA: Highest credit quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

    AA: Very high credit quality. "AA" ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

    A: High credit quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

    BBB: Good credit quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

    High Yield Bond Ratings

    BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

    B: Highly speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

    CCC, CC, and C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default of some kind appears probable. "C" ratings signal imminent default.

    DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD" obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. "DD" indicates potential recoveries in the range of 50%-90% and "D" the lowest recovery potential, i.e., below 50%.

    Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities

    62


    rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process; those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated "D" have a poor prospect of repaying all obligations.

    Investment Grade Short-Term Ratings

    Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.

    F-1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

    F-2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

    F-3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

    B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

    C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

    D: Default. Denotes actual or imminent payment default.

    Notes to Long-term and Short-term ratings

    "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the "AAA" Long-term rating category, to categories below "CCC", or to Short-term ratings other than "F-1".

    "NR" indicates that Fitch does not rate the issuer or issue in question.

    "Withdrawn": A rating is withdrawn when Fitch deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    63


    APPENDIX F

    EATON VANCE FUNDS
    PROXY VOTING POLICY AND PROCEDURES

    I. Overview

    The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

    II. Delegation of Proxy Voting Responsibilities

    Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section ^ V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

    III. Delegation of Proxy Voting Disclosure Responsibilities

    The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31 st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

    The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

    IV. Conflicts of Interest

    The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

    Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the

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    proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

    V. Reports

    The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

    Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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    APPENDIX G

    EATON VANCE MANAGEMENT
    BOSTON MANAGEMENT AND RESEARCH
    PROXY VOTING POLICIES AND PROCEDURES

      I. Introduction

    Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

      II. Overview

    Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

    No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

    III. Roles and Responsibilities

    A. Proxy Administrator

    The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

    B. Agent

    An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant

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    to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.

    Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

    C. Proxy Group

    The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.

    For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.

    If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.

    If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.

    The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.

    IV. Proxy Voting Guidelines (“Guidelines”)

    A. General Policies

    It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

    In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.

    When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.

    Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.

    B. Proposals Regarding Mergers and Corporate Restructurings

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.

    C. Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.

    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).

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    E. Social and Environmental Issues

    The Advisers generally support management on social and environmental proposals.

    F. Voting Procedures

    Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

    1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

    In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

    2. NON-VOTES: Votes in Which No Action is Taken

    The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

    Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

    Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

    3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted

    If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

    The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

    V. Recordkeeping

    The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

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    VI.       Assessment of Agent and Identification and Resolution of Conflicts with Clients
     
      A.       Assessment of Agent
     
      The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.
     
      B.       Conflicts of Interest
     
        As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:
     

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

    The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s

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    written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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      STATEMENT OF
    ADDITIONAL INFORMATION
    March 1, ^ 2007

    Eaton Vance Floating-Rate Fund
    Eaton Vance Floating-Rate & High Income Fund

    The Eaton Vance Building
    255 State Street
    Boston, Massachusetts 02109
    1-800-262-1122

    This Statement of Additional Information (“SAI”) provides general information about the Funds, Floating Rate Portfolio ("FR Portfolio") and High Income Portfolio ("HI Portfolio"). Each Fund and Portfolio is a diversified, open-end management investment company. Each Fund is a series of Eaton Vance Mutual Funds Trust (the “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            Page 
    Strategies and Risks      Purchasing and Redeeming Shares    ^ 23  
    Investment Restrictions    ^ 10     Sales Charges    24 
    Management and Organization    11    Performance        27 
    Investment Advisory and Administrative Services    18    Taxes        29
    Other Service Providers    21   Portfolio Securities Transactions    32
    Calculation of Net Asset Value    ^ 22     Financial Statements    ^ 34  
     
    Appendix A:    Advisers Class Fees, Performance and Ownership     ^ 35     Appendix E:    Class I Fees, Performance and Ownership    ^ 43  
    Appendix B:    Class A Fees, Performance and Ownership    ^ 37     Appendix F:    Ratings    ^ 44  
    Appendix C:  Class B Fees, Performance and Ownership  ^ 39   Appendix G: Eaton Vance Funds Proxy Voting Policies and Procedures ^ 46  
    Appendix D:  Class C Fees, Performance and Ownership  ^ 41   Appendix H: Adviser Proxy Voting Policies and Procedures  ^ 48  

    Although each Fund offers only its shares of beneficial interest, it is possible that a Fund (or Class) might become liable for a misstatement or omission in this SAI regarding another Fund (or Class) because the Funds use this combined SAI. The Trustees of the Trust have considered this factor in approving the use of a combined SAI.

    This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Funds’ prospectus dated March 1, ^ 2007 , 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.

     

    © ^ 2007 Eaton Vance Management


    The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “NASD” for the National Association of Securities Dealers, Inc.

    Unless the context indicates otherwise, references to “the Portfolio” in this SAI refer to both FR Portfolio and HI Portfolio.

    STRATEGIES AND RISKS

    Primary strategies are defined in the prospectus. The following is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s).

    Structure of Senior Loans. A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the Senior Loan on behalf of the other Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan Investors.

    Senior Loans primarily include senior floating rate loans and secondarily senior floating rate debt obligations (including those issued by an asset-backed pool), and interests therein. Loan interests primarily take the form of assignments purchased in the primary or secondary market. Loan interests may also take the form of participation interests in, or novations of a Senior Loan. Such loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are Loan Investors or from other investors in loan interests.

    Each Portfolio typically purchases “Assignments” from the Agent or other Loan Investors. The purchase of an Assignment typically succeeds to all the rights and obligations under the Loan Agreement of the assigning Loan Investor and becomes a Loan Investor under the Loan Agreement with the same rights and obligations as the assigning Loan Investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Loan Investor.

    Each Portfolio also may invest in “Participations”. Participations by a Portfolio in a Loan Investor’s portion of a Senior Loan typically will result in the Portfolio having a contractual relationship only with such Loan Investor, not with the Borrower. As a result, a Portfolio may have the right to receive payments of principal, interest and any fees to which it is entitled only from the Loan Investor selling the Participation and only upon receipt by such Loan Investor of such payments from the Borrower. In connection with purchasing Participations, a Portfolio generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other Loan Investors through set-off against the Borrower and the Portfolio may not directly benefit from the collateral supporting the Senior Loan in which it has purchased the Participation. As a result, a Portfolio may assume the credit risk of both the Borrower and the Loan Investor selling the Participation. In the event of the insolvency of the Loan Investor selling a Participation, a Portfolio may be treated as a general creditor of such Loan Investor. The selling Loan Investors and other persons interpositioned between such Loan Investors and a Portfolio with respect to such Participations will likely conduct their principal business activities in the banking, finance and financial services industries. Persons engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, governmental regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally.

    Each Portfolio will only acquire Participations if the Loan Investor selling the Participation, and any other persons interpositioned between the Portfolio and the Loan Investor, at the time of investment has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by Standard & Poor’s Ratings Group (“S&P”) or Baa or P-3 or higher by Moody’s Investors Service, Inc. (“Moody’s”) or comparably rated by another nationally recognized rating agency (each a “Rating Agency”)) or determined by the investment adviser to be of comparable quality. Securities rated Baa by Moody’s have speculative characteristics. Similarly, a Portfolio will purchase an Assignment or Participation or act as a Loan Investor with respect to a syndicated Senior Loan only where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or deposit obligations rated investment grade or determined by the investment adviser to be of comparable quality. Long-term debt rated BBB by S&P is regarded by S&P as having adequate capacity to pay interest and repay principal and debt rated Baa by Moody’s is regarded by Moody’s as a medium grade obligation, i.e. , it is neither highly protected nor poorly secured. Commercial paper rated A-3 by S&P indicates that S&P believes such obligations exhibit adequate protection parameters but that adverse economic conditions or changing circumstances are more likely to

    2


    lead to a weakened capacity of the obligor to meet its financial commitment on the obligation and issues of commercial paper rated P-3 by Moody’s are considered by Moody’s to have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced.

    Loan Collateral. In order to borrow money pursuant to a Senior Loan, a Borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the Borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a Borrower’s obligations under a Senior Loan.

    Certain Fees Paid to a Portfolio. In the process of buying, selling and holding Senior Loans, a Portfolio may receive and/ or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Portfolio buys a Senior Loan it may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, a Portfolio may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, a Portfolio may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a Borrower. Other fees received by a Portfolio may include amendment fees.

    Borrower Covenants. A Borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the Borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the Borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the Borrower to prepay the Loan with any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e. , the Agent, or the Loan Investors directly, as the case may be, has the right to call the outstanding Senior Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the Borrower may involve a risk of fraud by the Borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as waiving a breach of a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

    Administration of Loans. In a typical Senior Loan the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the Borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. Each Portfolio will generally rely upon the Agent or an intermediate participant to receive and forward to the Portfolio its portion of the principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement a Portfolio has direct recourse against the Borrower, the Portfolio will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the Borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the Borrower. The seller of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the Borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the participants in the Senior Loan. The Agent is compensated by the Borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, the Portfolio will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of a Portfolio and the other Loan Investors pursuant to the applicable Loan Agreement.

    A financial institution’s appointment as Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans ^ .

    3


    However, if assets held by the Agent for the benefit of a Portfolio were determined to be subject to the claims of the Agent’s general creditors, the Portfolio might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

    Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which Borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the Borrower and competitive conditions among Loan Investors, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Portfolio derives interest income will be reduced. However, a Portfolio may receive both a prepayment penalty fee from the prepaying Borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect Fund performance because the Portfolio should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of such fees may mitigate any adverse impact on Fund yield.

    Other Information Regarding Senior Loans. From time to time the investment adviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in Senior Loans to or acquire them from a Portfolio or may be intermediate participants with respect to Senior Loans in which the Portfolio owns interests. Such banks may also act as Agents for Senior Loans held by a Portfolio.

    Each Portfolio may purchase and retain in its portfolio a Senior Loan where the Borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, a Portfolio may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan.

    Each Portfolio may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a Borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Each Portfolio may also invest in Senior Loans of Borrowers that have obtained bridge loans from other parties. A Borrower’s use of bridge loans involves a risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness.

    Each Portfolio will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be undercollateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, each Portfolio may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the Borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a Borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan. However, the Borrower’s ability to dispose of such securities, other than in connection with such pledge or replacement, will be strictly limited for the protection of the holders of Senior Loans and, indirectly, Senior Loans.

    Lenders can be sued by other creditors and shareholders. Losses could be greater than the original loan amount and occur years after the loan’s recovery. If a Borrower becomes involved in bankruptcy proceedings, a court may invalidate a Portfolio’s security interest in the loan collateral or subordinate the Portfolio’s rights under the Senior Loan to the interests of the Borrower’s unsecured creditors or cause interest previously paid to be refunded to the Borrower. If a court required interest to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Borrower did not receive fair consideration for granting the security interest in the loan collateral to the Portfolio. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Borrower, but were instead paid to other persons (such as shareholders of the Borrower) in an amount which left the Borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Portfolio’s security interest in loan collateral. If a Portfolio’s security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a Borrower in bankruptcy or other proceedings, the Portfolio would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Portfolio could also have to refund interest (see the Prospectus for additional information).

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    Each Portfolio may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a Borrower or its affiliates. The acquisition of such equity securities will only be incidental to a Portfolio’s purchase of a Senior Loan. Each Portfolio may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a Borrower, or if such acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or would otherwise be consistent with the Portfolio’s investment policies.

    Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

    Junior Loans. ^ Each Portfolio may invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior Loans”). Second lien loans are generally ^second in line in terms of repayment priority. A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets, such as property, plants, or equipment. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset sale.

    ^
    Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower.

    ^ Each Portfolio may purchase Junior Loan interests either in the form of an assignment or a loan participation. As the purchaser of an assignment, a Portfolio would typically succeed to all of the rights and obligations of the assigning investor under the loan documents. In contrast, loan participations typically result in the purchaser having a contractual relationship only with the seller of the loan interest, not with the Borrower. As a result, the loan is not transferred to the loan participant. The loan participant’s right to receive payments from the Borrower derives from the seller of the loan participation. The loan participant will generally have no right to enforce compliance by the Borrower with the terms of the loan agreement. Lastly, the loan participant’s voting rights may be limited.

    Bridge Loans. Bridge loans or bridge facilities are short-term loan arrangements (e.g., 12 to 18 months) typically made by a Borrower in anticipation of intermediate-term or long-term permanent financing. Most bridge loans are structured as floating-rate debt with step-up provisions under which the interest rate on the bridge loan rises the longer the loan remains outstanding. In addition, bridge loans commonly contain a conversion feature that allows the bridge loan investor to convert its loan interest into senior exchange notes if the loan has not been prepaid in full on or prior to its maturity date. Bridge loans may be subordinate to other debt and may be secured or unsecured. Like any loan, bridge loans involve credit risk. Bridge loans are generally made with the expectation that the Borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the bridge loan investor to increased risk. A Borrower’s use of bridge loans also involves the risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness. From time to time, a Portfolio may make a commitment to participate in a bridge loan facility, obligating itself to participate in the facility if it funds. In return for this commitment, the Portfolio receives a fee. The investment adviser intends to limit any such commitments to less than 5% of a Portfolio’s assets.

    Repurchase Agreements. The FR Portfolio may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a ^ specified date and price) with respect to its permitted investments. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

    Fixed-Income Securities. Fixed-income securities include preferred, preference and convertible securities, equipment lease certificates, equipment trust certificates and conditional sales contracts. Preference stocks are stocks that have many characteristics of preferred stocks, but are typically junior to an existing class of preferred stocks. Equipment lease certificates are debt obligations secured by leases on equipment (such as railroad cars, airplanes or office equipment), with the issuer of the certificate being the owner and lessor of the equipment. Equipment trust certificates are debt obligations secured by an interest in property (such as railroad cars or airplanes), the title of which is held by a trustee while the

    5


    property is being used by the borrower. Conditional sales contracts are agreements under which the seller of property continues to hold title to the property until the purchase price is fully paid or other conditions are met by the buyer.

    Fixed-rate bonds may have a demand feature allowing the holder to redeem the bonds at specified times. These bonds are more defensive than conventional long-term bonds (protecting to some degree against a rise in interest rates) while providing greater opportunity than comparable intermediate term bonds, since they may be retained if interest rates decline. Acquiring these kinds of bonds provides the contractual right to require the issuer of the bonds to purchase the security at an agreed upon price, which right is contained in the obligation itself rather than in a separate agreement or instrument. Since this right is assignable only with the bond, it will not be assigned any separate value. Floating or variable rate obligations may be acquired as short-term investments pending longer term investment of funds.

    Certain securities may permit the issuer at its option to “call,” or redeem, the securities. If an issuer were to redeem securities during a time of declining interest rates, a Portfolio may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed.

    The rating assigned to a security by a rating agency does not reflect assessment of the volatility of the security’s market value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuer’s historical financial condition and the rating agency’s investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. Credit quality in the high yield, high risk bond market can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security. In addition to lower rated securities, a Portfolio also may invest in higher rated securities. For a description of corporate bond ratings, see Appendix F.

    Derivative Instruments. Derivative instruments (which are instruments that derive their value from another instrument, security, index or currency) may be purchased or sold to enhance income (in the case of written options), to hedge against fluctuations in securities prices, market conditions or currency exchange rates, to change the duration of the overall portfolio, or as a substitute for the purchase or sale of securities or currencies. Such transactions may be in the U.S. or abroad and may include the purchase or sale of futures contracts on securities (such as U.S. Government securities), indices, other financial instruments (such as certificates of deposit, Eurodollar time deposits and economic indices); options on futures contracts; exchange-traded and over-the-counter options on securities, indices or currencies; interest rate swaps, credit default swaps, and credit linked notes (described below); and forward foreign currency exchange contracts. Transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions. Derivative instruments may sometimes increase or leverage exposure to a particular market risk, thereby increasing price volatility of derivative instruments a Portfolio holds. A Portfolio’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and a Portfolio’s assets.

    Over-the-counter (“OTC”) derivative instruments involve an enhanced risk that the issuer or counterparty will fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous day’s settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. 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 use of derivative instruments. Each Portfolio has claimed an exclusion from the definition of a Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefore is not subject to registration as a CPO. The use of derivatives are highly specialized activities that involve skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous to a Portfolio. Each Portfolio will engage in transactions in futures contracts and

    6


    regulated options only to the extent such transactions are consistent with the requirements of the Code for maintaining the qualification of the Fund as a regulated investment company for federal income tax purposes.

    Foreign exchange traded futures contracts and options thereon may be used only if the investment adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that are materially greater than the risks associated with trading on CFTC-regulated exchanges.

    A put option on a security may be written only if the investment adviser intends to acquire the security.

    The HI Portfolio may engage in options, futures contracts and options on futures contracts on high yield corporate bond indices, as well as stock indices, in order to hedge its exposure to the high yield bond market. The Portfolio may enter into stock index futures and options only when the investment adviser believes there is a correlation between the composition of part of the Portfolio and the underlying index. Hedging transactions may not be effective because of imperfect correlation and other factors. These transactions also involve a risk of loss or depreciation due to counterparty risk, unexpected market, interest rate or security price movements, and tax and regulatory constraints.

    Credit Default Swaps and Credit Linked Notes. From time to time, each Portfolio may use credit default swaps to buy or sell credit protection on an individual issuer or a basket of issuers of bonds and may also purchase credit linked notes. In a credit default swap, the buyer of credit protection agrees to pay the seller a periodic premium payment in return for the seller paying the amount under par at which a bond or loan is trading if an event occurs that impacts the payment ability of the issuer of the underlying bonds. If such a transaction is to be physically settled, the buyer of the protection delivers to the seller a credit instrument that satisfies the delivery conditions outlined in the trade confirmation. The seller of the credit protection then pays the buyer the par value of the delivered instrument. In a cash settled transaction, the buyer of protection receives from the seller the difference between the market value of the credit instrument and the par value. Credit linked notes are collateralized with a portfolio of securities having an aggregate AAA rating. Credit linked notes are purchased from a trust or other special purpose vehicle that pays a fixed or floating coupon during the life of the note. At maturity, investors receive par unless the referenced credit defaults or declares bankruptcy, in which case they receive an amount equal to the recovery rate. The trust enters into a default swap with a counterparty, and in the event of default, the trust pays the counterparty par minus the recovery rate in exchange for an annual fee that is passed on to the investors in the form of a higher yield on the notes. Credit linked notes are collateralized with a portfolio of securities having an aggregate AAA rating. Credit linked notes are purchased from a trust or other special purpose vehicle that pays a fixed or floating coupon during the life of the note. At maturity, investors receive par unless the referenced credit defaults or declares bankruptcy, in which case they receive an amount equal to the recovery rate. The trust enters into a default swap with a counterparty, and in the event of default, the trust pays the counterparty par minus the recovery rate in exchange for an annual fee that is passed on to the investors in the form of a higher yield on the notes. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

    Interest Rate Swaps. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest, e.g ., an exchange of fixed rate payments for floating rate payments. The Portfolio will only enter into interest rate swaps on a net basis, i.e ., the two payment streams are netted out with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments. The Portfolio may also enter forward rate contracts. Under these contracts, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates.

    Asset Coverage. To the extent required by SEC guidelines, each Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

    Other Investment ^ Companies . The FR Portfolio may invest in closed-end investment companies which invest in floating rate instruments. The FR Portfolio will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory fee paid by the FR Portfolio. The value of ^ closed-end investment ^ company securities, which are ^ usually traded on an exchange, is affected by the demand for ^ the securities ^ themselves, independent of the demand for the underlying portfolio assets , and, accordingly, such securities can trade at a discount from their net asset values. Please refer to “Cash Equivalents” for additional information about investment in other investment companies . ^ If the FR Portfolio invests in Cash Management Portfolio, an affiliated money market fund, the ^ managment fee paid on such investment will be ^ credited against the FR Portfolio’s management fee .

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    Warrants. The HI Portfolio may from time to time invest a portion of its assets in warrants. FR Portfolio can (1) purchase warrants with upfront fees received in connection with purchasing a loan and (2) receive and hold warrants in connection with a loan restructuring. Warrants are an option to purchase equity securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. Warrants may become valueless if not sold or exercised prior to their expiration. Warrants have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. (Canadian special warrants issued in private placements prior to a public offering are not considered warrants for purposes of a Portfolio’s investment restrictions).

    Illiquid Securities. Each Portfolio may invest not more than 15% of net assets in illiquid securities. Illiquid securities include securities legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the investment adviser pursuant to procedures adopted by the Trustees, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. If a 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.

    It may be difficult to sell such securities at a price representing the fair value until such time as such securities may be sold publicly. Where registration is required, a considerable period may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, a Portfolio may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. Each Portfolio may also acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.

    Diversified Status. Each Fund and each Portfolio are a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. Government obligations) and (2) it may not own more than 10% of the outstanding voting securities of any one issuer (which generally is inapplicable because debt obligations are not voting securities). With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

    Portfolio Turnover. Neither Portfolio can accurately predict its portfolio turnover rate, but the annual turnover rate of the HI Portfolio may exceed 100% (excluding turnover of securities having a maturity of one year or less). A high turnover rate (100% or more) necessarily involves greater expenses and may result in a realization of net short-term capital gains. During the fiscal year ended October 31, 2006, the portfolio turnover rate of the ^ HI Portfolio was 62%.

    ^ Securities Lending . Each Portfolio may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law. Each Portfolio 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. Loans will only ^ be made to firms that have been approved by the investment adviser. The investment adviser or the securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned.

    Cash collateral received by a Portfolio in respect of loaned securities is invested in Eaton Vance Cash Collateral Fund, LLC (“Cash Collateral Fund”), a privately offered investment company holding high quality, U.S. dollar denominated money market instruments. As compensation for its services as manager, Eaton Vance is paid a fee at a rate of 0.08% annually of the average daily net assets of Cash Collateral Fund. Eaton Vance pays all of Cash Collateral Fund’s custody, audit and other ordinary operating expenses, excluding extraordinary, non-recurring items such as expenses incurred in connection with litigation, proceedings, claims and reorganization expenses. Payments to Eaton Vance for managing Cash Collateral Fund are in addition to the investment advisory fee paid by a Portfolio to BMR.

    Foreign Investments. Because foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and

    8


    foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities 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.

    American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) may be purchased. ADRs, EDRs and GDRs 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 the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. ^ markets, exchange risk. ADRs, EDRs and GDRs 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 or other shareholder rights, and they may be less liquid^ .

    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 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 ^ United States 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 derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.

    Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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 held that are 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. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different currency if the investment adviser determines that there is an established historical pattern of correlation between the two currencies (or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.

    Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

    ^ Cash Equivalents . Each Portfolio may invest in cash equivalents to invest daily cash balances or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government ^ obligations and may include Cash Management Portfolio, an affiliated money market fund which invests in such short-term securities.

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    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 a Fund’s outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the shares of a 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 a Fund. Accordingly, each Fund may not:

    (1)      Purchase any security if, as a result of such purchase, 25% or more of the Fund’s total assets (taken at current value) would be invested in the securities of Borrowers and other issuers having their principal business activities in the same industry (the electric, gas, water and telephone utility industries, commercial banks, thrift institutions and finance companies being treated as separate industries for the purpose of this restriction); provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities;
     
    (2)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (3)      Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;
     
    (4)      Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;
     
    (5)      Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
     
    (6)      Purchase or sell physical commodities or futures contracts for the purchase or sale of physical commodities; or
     
    (7)      Make loans to any person, except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements, (c) lending portfolio securities and (d) lending cash consistent with applicable law.
     

    For the purpose of investment restriction (1), the Fund will consider all relevant factors in determining who is the issuer of the loan interest, including: the credit quality of the Borrower, the amount and quality of the collateral, the terms of the Loan Agreement and other relevant agreements (including inter-creditor agreements), the degree to which the credit of such interpositioned person was deemed material to the decision to purchase the loan interest, the interest rate environment, and general economic conditions applicable to the Borrower and such interpositioned person.

    Notwithstanding its investment policies and restrictions, Floating-Rate & High Income Fund may invest in two or more open-end management investment companies (Portfolios) which together have substantially the same investment objective, policies and restrictions as the Fund and Floating-Rate Fund may invest in one or more open-end management investment companies (a Portfolio) with substantially the same investment objective, policies and restrictions as the Fund. Each Portfolio may invest in other investment companies to the extent permitted by Section 12(d)(1)(G) of the Investment Company Act of 1940.

    Each Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions; such restrictions cannot be changed without the approval of a “majority of the outstanding voting securities” of the Portfolio, except that in lieu of restriction (1), HI Portfolio may not:

    (8)      With respect to 75% of total assets of the Portfolio, purchase any security if such purchase, at the time thereof, would cause more than 5% of the total assets of the Portfolio (taken at market value) to be invested in the securities of a single issuer, or cause more than 10% of the total outstanding voting securities of such issuer to be held by the Portfolio, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies; or
     
    (9)      Purchase any security if such purchase, at the time thereof would cause 25% or more of the Portfolio’s total assets to be invested in any single industry, provided that the electric, gas and telephone utility industries shall be treated as separate industries for the purpose of this restriction and further provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities.
     

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    In connection with Restriction (2) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money, except for the limited purposes described in the prospectus.

    The following nonfundamental investment policies have been adopted by each Fund and Portfolio. A nonfundamental investment policy may be changed by the Trustees with respect to a Fund without approval by the Fund’s shareholders or, with respect to a Portfolio, without approval of the Fund or its other investors. Each Fund and Portfolio will not:

    In addition, to the extent a registered open-end investment company acquires securities of a Portfolio in reliance on Rule 12(d)(1)(G) under the 1940 Act, such Portfolio shall not acquire any securities of a registered open-end investment company in reliance on Rule 12(d)(1)(G) or Rule 12(d)(1)(F) under the 1940 Act.

    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, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by a Fund and Portfolio of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel a Fund and Portfolio to dispose of such security or other asset. However, a Fund and Portfolio must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

    MANAGEMENT AND ORGANIZATION

    Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of each Portfolio are responsible for the overall management and supervision of the affairs of each Portfolio. The Trustees and officers of the Trust and the Portfolios 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. Trustees and officers of the Trust and the Portfolios hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance Inc. and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. EVD is the principal underwriter of each ^ Fund (see "Principal Underwriter" under "Other Service Providers"). Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

    11


                    Number of Portfolios     
                     in Fund Complex     
        Position(s) with    Term of Office and           Overseen By     
    Name and Date of Birth     the Trust/Portfolios     Length of Service   Principal Occupation(s) During Past Five Years           Trustee (1)     Other Directorships Held  
     
    Interested Trustee                     
     
    JAMES B. HAWKES    Trustee    Trustee of the Trust    ^ Chairman and Chief Executive Officer of EVC, BMR, Eaton Vance and             ^ 170     Director of EVC 
    11/9/41        since 1991; of the    EV^; Director of EV; Vice President and Director of EVD. Trustee and/         
            FR Portfolio since    or officer of ^ 1 70 registered investment companies in the Eaton Vance         
            2000; of the HI    Fund Complex. Mr. Hawkes is an interested person because of his         
            Portfolio since    positions with BMR, Eaton Vance, EVC and EV, which are affiliates of         
            1992    the Trust and Portfolios.         
     
    Noninterested Trustees                     
     
    BENJAMIN C. ESTY    Trustee    Since 2005    Roy and Elizabeth Simmons Professor of Business Administration,             ^ 170     None 
    1/2/63            Harvard University Graduate School of Business Administration (since         
                2003). Formerly, Associate Professor, Harvard University Graduate         
                School of Business Administration (2000-2003).         
     
    SAMUEL L. HAYES, III    Chairman of the    Trustee of the Trust    Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard             ^ 170     Director of Tiffany & Co. 
    2/23/35    Board and Trustee    since 1986; of the    University Graduate School of Business Administration. Director of        (specialty retailer) 
            FR Portfolio since    Yakima Products, Inc. (manufacturer of automotive accessories) (since         
            2000; of the HI    2001) and Director of Telect, Inc. (telecommunication services         
            Portfolio since    company^).         
            1993^^             
     
    WILLIAM H. PARK    Trustee    Since 2003    Vice Chairman, Commercial Industrial Finance Corp. (specialty finance             ^ 170     None 
    9/19/47            company) (since ^ 2006 ). Formerly, President and Chief Executive         
                Officer, Prizm Capital Management, LLC (investment management         
                firm) (2002-2005^).         
     
    RONALD A. PEARLMAN    Trustee    Since 2003    Professor of Law, Georgetown University Law ^ Center . ^              ^ 1 70    None 
    7/10/40                     
     
    NORTON H. REAMER    Trustee    Trustee of the Trust    President, Chief Executive Officer and a Director of Asset Management             ^ 170     None 
    9/21/35        since 1986; of the    Finance Corp. (a specialty finance company serving the investment         
            FR Portfolio since    management industry) (since October 2003). President, Unicorn         
            2000; of the HI    Corporation (an investment and financial advisory services company)         
            Portfolio since    (since September 2000). Formerly, Chairman and Chief Operating         
            1993    Officer, Hellman, Jordan Management Co., Inc. (an investment         
                management company) (2000-2003). Formerly, Advisory Director of         
                Berkshire Capital Corporation (investment banking firm) (2002-         
                2003). ^         
     
    LYNN A. STOUT    Trustee    Trustee of the Trust    Professor of Law, University of California at Los Angeles School of             ^ 1 70    None 
    9/14/57        and the HI Portfolio    ^Law^ .          
            since 1998; of the             
            FR Portfolio since             
            2000             
     
    RALPH F. VERNI    Trustee    Since 2005    ^               ^ 170     ^  
    1/26/43            Consultant and private investor.         None  

    (1)Includes both master and feeder funds in a master-feeder structure.

    Principal Officers who are not Trustees

        Position(s) with    Term of Office and     
    Name and Date of Birth     the Trust/Portfolios     Length of Service     Principal Occupation(s) During Past Five Years
     
     
    THOMAS E. FAUST JR.    President of the Trust    Since 2002    President ^of EVC^ , ^ ^Eaton Vance, BMR and EV , and Director of EVC . ^ Chief Investment Officer 
    5/31/58            of EVC, Eaton Vance and BMR. ^ ^ ^Officer of ^ 71 registered investment companies and 5 private  
                investment companies managed by Eaton Vance or BMR. 
     
     
    WILLIAM H. AHERN, JR.    Vice President of the Trust    Since 1995    Vice President of Eaton Vance and BMR. Officer of ^ 71 registered investment companies managed 
    7/28/59            by Eaton Vance or BMR. 

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        Position(s) with        Term of Office and         
    Name and Date of Birth     the Trust/Portfolios       Length of Service     Principal Occupation(s) During Past Five Years  
     
    CYNTHIA J. CLEMSON    Vice  President of the Trust    Since  2005    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed 
    3/2/63                                by Eaton Vance or BMR.     
     
                                       
     
    THOMAS P. HUGGINS    Vice  President of HI Portfolio    Since  2000    Vice President of Eaton Vance and BMR.  Officer of 4 registered investment companies managed by 
    3/7/66                                Eaton Vance or BMR.     
     
     
    AAMER KHAN    Vice President of the Trust    Since 2005    Vice President of Eaton Vance and ^ BMR . ^ Officer ^ of ^ 29 registered investment companies 
    6/ ^ 7 /60                                managed by Eaton Vance or BMR.     
     
     
    THOMAS H. LUSTER     Vice President of the Trust     Since 2006     Vice President of Eaton Vance and BMR. Officer of 45 registered investment companies managed  
    4/8/62                                 by Eaton Vance or BMR.      
     
     
    MICHAEL R. MACH    Vice President of the Trust    Since  1999    Vice President of Eaton Vance and BMR.  Officer of ^ 51 registered investment companies managed 
    7/15/47                                by Eaton Vance or BMR.     
     
     
    ROBERT B. MACINTOSH    Vice  President  of  the Trust    Since 1998    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed 
    1/22/57                                by Eaton Vance or BMR.     
     
     
    SCOTT H. PAGE    Vice  President of the FR Portfolio   Since 2000    Vice President of Eaton Vance and BMR.  Officer of ^ 15 registered investment companies managed 
    11/30/59                                by Eaton Vance or BMR.     
     
     
    CLIFF QUISENBERRY, JR.     Vice President of the Trust   Since 2006     Vice President and Director of Research and Product Development of Parametric Portfolio Associates.  
    1/1/65                                 Officer of 30 registered investment companies managed by Eaton Vance or BMR.  
     
     
    DUNCAN W. RICHARDSON    Vice  President   of the Trust   Since  2001    Executive Vice President and Chief Equity Investment Officer of EVC ^ , Eaton Vance and BMR. Officer 
    10/26/57                              of ^ 71 registered investment companies managed by Eaton Vance or BMR. 
     
     
     
    WALTER A. ROW, III    Vice  President   of the Trust   Since  2001    Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of ^ 33 registered 
    7/20/57                                investment companies managed by Eaton Vance or BMR. 
     
     
    JUDITH A. SARYAN    Vice  President  of the Trust   Since  2003    Vice President of Eaton Vance and BMR.  Officer of 50 ^ registered investment companies managed  
    8/21/54                                by Eaton Vance or BMR.     
     
     
    SUSAN SCHIFF    Vice  President  of the Trust   Since  2002    Vice President of Eaton Vance and BMR.  Officer of ^ 30 registered investment companies managed 
    3/13/61                                by Eaton Vance or BMR.     
     
     
    THOMAS SETO     Vice President of the Trust     Since 2007     Vice President and Director of Portfolio Management of Parametric Portfolio Associates. Officer of  
    9/27/62                                 27 registered investment companies managed by Eaton Vance or BMR.  
     
     
    DAVID M. STEIN     Vice President of the Trust     Since 2007     Managing Director and Chief Investment Officer of Parametric Portfolio Associates. Officer of 27  
    5/4/51                                 registered investment companies managed by Eaton Vance or BMR.  

    13


    PAYSON F. SWAFFIELD    President of the FR Portfolio    Since 2002*    Vice President of Eaton Vance and BMR.    Officer of ^ 15 registered investment companies managed 
    8/13/56            by Eaton Vance or BMR.     
     
     
        Position(s) with    Term of Office and         
    Name and Date of Birth     the Trust/Portfolios     Length of Service     Principal Occupation(s) During Past Five Years
     
    MICHAEL W. WEILHEIMER    President of HI Portfolio    Since 2002*    Vice President of Eaton Vance and BMR.    Officer of ^ 24 registered investment companies managed 
    2/11/61            by Eaton Vance or BMR.     
     
     
    BARBARA E. CAMPBELL    Treasurer    Since 2005*    Vice President of Eaton Vance and BMR.    Officer of ^ 170 registered investment companies 
    6/19/57            managed by Eaton Vance or BMR.     
     
                   
    DAN A. MAALOULY    Treasurer of the Portfolios    Since 2005    Vice President of Eaton Vance and BMR.    Previously, Senior Manager at PricewaterhouseCoopers 
    3/25/62            LLP (1997-2005). Officer of ^ 71 registered investment companies managed by Eaton Vance or 
                BMR.     
     
     
    ALAN R. DYNNER    Secretary    Of the Trust and the HI Portfolio    Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance, EVD, EV and EVC. Officer 
    10/10/40        since 1997; of the FR Portfolio    of ^ 170 registered investment companies managed by Eaton Vance or BMR. 
            since 2000         
     
     
    PAUL M. O’NEIL    Chief Compliance Officer    Since 2004    Vice President of Eaton Vance and BMR.    Officer of ^ 170 registered investment companies 
    7/11/53            managed by Eaton Vance or BMR.     

    * Prior to 2002, Mr. Swaffield served as Vice President of the FR Portfolio since 2000 and Mr. Weilheimer served as Vice President of the HI Portfolio since 1995. Prior to 2002, Ms. Campbell served as Assistant Treasurer of the FR Portfolio since 2000 and the HI Portfolio since 1993. Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995.

    The Board of Trustees of the Trust and the Portfolios have several standing Committees, including the Governance Committee, the Audit Committee and the Special Committee. The Governance, the Audit and the Special Committees are each comprised of only noninterested Trustees.

    ^ Ms. Stout (Chair), Messrs. Esty, Hayes, Park, Reamer and Verni are members of the Governance Committee of the Board of Trustees of the Trust and the Portfolios^. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended October 31, ^ 2006 , the Governance Committee convened ^ five times.

    The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

    Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout are members of the Audit Committee of the Board of Trustees of the Trust and the Portfolios. The Board of Trustees has designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as audit committee financial experts. The Audit Committee’s purposes are to (i) oversee each Fund and Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund and Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Fund and Portfolio’s compliance with legal and regulatory requirements that relate to each Fund and Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of Rule 306 of

    14


    Regulation S-K for inclusion in the proxy statement of a Fund. During the fiscal year ended October 31, ^ 2006 , the Audit Committee convened four times.

    ^
    Messrs. Hayes (Chair), Esty, Park, Reamer and Verni are currently members of the Special Committee of the Board of Trustees of the Trust and the Portfolios. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Funds and Portfolios, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Funds, Portfolios or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee. During the fiscal year ended October 31, ^ 2006 , the Special Committee convened ^ ten times.

    Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in each Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, ^ 2006 . Interests in a Portfolio cannot be purchased by a Trustee.

        Dollar Range of Equity Securities Owned by
    Fund Name     Benjamin C.
    Esty
    (2)  
      James B.
    Hawkes
    (1)  
      Samuel L.
    Hayes
    (2)  
      William H.
    Park
    (2)  
      Ronald A.
    Pearlman
    (2)  
      Norton H.
    Reamer
    (2)  
      Lynn A.
    Stout
    (2)  
      Ralph F.
    Verni
    (2)  
    Floating-Rate Fund    None    None    None    None    None    None    None    None 
    Floating-Rate & High 
      Income Fund 
          ^                          
      $10,001- $50,000    over $100,000 (4)     None    $10,001- $50,000    None    None    None    None 
    Aggregate Dollar Range 
    of Equity Securities 
    Owned in all Registered 
    Funds Overseen by 
    Trustee in the Eaton 
    Vance Family of Funds 
                                   
                                   
                                   
      ^ over $100,000    over $100,000    over $100,000    over $100,000    over $100,000    over $100,000    over $100,000 (3)     over $100,000 (3)  

    (1)    Interested Trustee. 
    (2)    Noninterested Trustees. 
    (3^ )     Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. 
    (4)     Includes shares held by a family member for which Mr. Hawkes has power of attorney.  

    As of December 31, ^ 2006 , no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no noninterested Trustee (or their immediate family members) had:

    1. Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;

    2. Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or

    3. Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or a Portfolio or any of their immediate family members served as an officer.

    Trustees of each 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 or her deferred fees invested by a Portfolio in the shares of one

    15


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

    The fees and expenses of the Trustees of the Trust and the Portfolios are paid by the Funds (and other series of the Trust) and the Portfolios, respectively. (A Trustee of the Trust and the Portfolios who is a member of the Eaton Vance organization receives no compensation from the Trust and the Portfolios.) During the fiscal year ended October 31, ^ 2006 , the Trustees of the Trust and the Portfolios earned the following compensation in their capacities as Trustees from the Trust and the Portfolios. For the year ended December 31, ^ 2006 , the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

    Source of Compensation     Benjamin C.
    Esty
     
      Samuel L.
    Hayes
     
      William H.
    Park
     
      Ronald A.
    Pearlman
     
      Norton H.
    Reamer
     
      Lynn A.
    Stout
     
      Ralph F.
    Verni
     
    Trust (2)     $ ^ 11 , ^ 541     $ ^ 17 , ^ 902     $11, ^ 030     $11, ^ 384     $11, ^ 508     $ ^ 12 , ^ 060     $ ^ 11 , ^ 881  
    FR Portfolio    ^ 4 , ^ 094     6, ^ 414     ^ 3 , ^ 944 (3)     4, ^ 035     4, ^ 127     4, ^ 271 (4)     ^ 4 , ^ 182 (5)  
    HI Portfolio    ^ 3 , ^ 450     5, ^ 439     3, ^ 340 (3)     3, ^ 399     3, ^ 503     3, ^ 595 (4)     ^ 3 , ^ 506 (5)  
    Trust and Fund Complex (1)       $ ^ 185 ,000    $ ^ 300 , ^ 000     $ ^ 1 85,000 (6)     $ ^ 185 ,000 ^     $ ^ 195 ,000    $ ^ 1 95,000 (7)     $ ^ 185 ,000 (8)  

    (1) As of March 1, ^ 2007 , the Eaton Vance fund complex consists of 170 registered investment companies or series thereof^.
    (2) The Trust consisted of ^ 25 Funds as of October 31, ^ 2006 .
    (3) Includes deferred compensation as follows: FR Portfolio – $^ 3 ,^ 768 and HI Portfolio – $3,^ 192 .
    (4) Includes deferred compensation as follows: FR Portfolio – $1,^ 196 and HI Portfolio – $1,^ 006 .
    (5) Includes deferred compensation as follows: FR Portfolio – $^ 2 ,^ 504 and HI Portfolio – $^ 2 ,^ 099 .
    (6) Includes $^ 133 ,^ 680 of deferred compensation.
    (7) Includes $45,000 of deferred compensation.
    (8) Includes $^ 92 ,^ 500 of deferred compensation.

    ^ Organization

    Each Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 and is operated as an open-end management investment company. On March 1, 2005, Floating-Rate & High Income Fund changed its name from Eaton Vance Floating-Rate High Income Fund to Eaton Vance Floating-Rate & High Income Fund.

    The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as a Fund). The Trustees of the Trust have divided the shares of each Fund into multiple classes. Each class represents an interest in a 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 a 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 a Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.

    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 or her 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 communication with shareholders about such a meeting.

    The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable

    16


    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 shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her 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 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 Fund property 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 each Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of each 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.

    Each Portfolio was organized as a Trust under the laws of the state of New York on June 19, 2000 for FR Portfolio and on May 1, 1992 for HI Portfolio and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of each 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 each Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding ^ interests 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.

    Each Portfolio’s Declaration of Trust provides that a 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 a 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 a Fund investing in the Portfolio.

    A Fund may be required to vote on matters pertaining to a Portfolio. When required by law to do so, 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. A 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 a 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, a 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 a Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing.

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    A Fund may withdraw (completely redeem) all its assets from the Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event a 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. A 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.

    Proxy Voting Policy. The Board of Trustees of the Trust and Portfolios have adopted a proxy voting policy and ^ procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the “Policies”)^ . An independent proxy voting service has been retained to assist in the voting of Fund and Portfolio proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The Trustees will review each Fund’s and Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment adviser Policies, see Appendix G and Appendix H, respectively. Information on how each Fund and Portfolio voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

    INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

    Investment Advisory Services. The investment adviser manages the investments and affairs of each Portfolio and provides related office facilities and personnel subject to the supervision of the Portfolio’s Board of Trustees. The investment adviser furnishes 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. Each Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolio who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

    For a description of the compensation that FR Portfolio pays the investment adviser under the investment advisory agreement, see the prospectus. The FR Portfolio’s Board of Trustees has agreed to accept a reduction of the advisory fee as described in the prospectus, which cannot be terminated or modified without Trustee and shareholder approval. The following table sets forth the net assets of ^ FR Portfolio and the advisory fees earned during the three fiscal years ended October 31, ^ 2006 .

        Advisory Fee Paid for Fiscal Years Ended
    Net Assets at 10/31/^06    10/31/^06   10/31/^05   10/31/^04
    $^ 7 ,^ 430 ,^ 493 ,^ 139     ^$^ 35 ,^ 804 ,^ 388     $^ 31 ,^ 396 ,^ 020     $^ 19 ,^ 900 ,^ 172  

    For a description of the compensation that HI Portfolio pays the investment adviser under the investment advisory agreement, see the prospectus. For the three fiscal years ended October 31, 2006, the HI Portfolio advisory fee equalled 0.^ 54 %, 0.^ 53 % and 0.^ 55 %, respectively, of average daily net assets.

    Each Investment Advisory Agreement with the investment adviser 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. Each Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Portfolio, and the Agreement will terminate automatically in the event of its assignment. Each Agreement provides that the investment adviser may render services to others. Each Agreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the 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.

    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. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corporation (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John G.L. Cabot,

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    Leo I. Higdon, Jr., Vincent M. O’Reilly, Dorothy E. Puhy and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs. Hawkes and Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R. Mach, Robert B. MacIntosh, Thomas M. Metzold, Scott H. Page, Duncan W. Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F. Swaffield and Michael W. Weilheimer (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.

    Code of Ethics. Each investment adviser, principal underwriter, and each Fund and each Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, Eaton Vance employees may purchase and sell securities (including securities held or eligible for purchase by a Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

    Portfolio Managers. The co-portfolio managers (each referred to as a “portfolio manager”) of the FR Portfolio are Scott H. Page and Payson F. Swaffield and of HI Portfolio are Michael W. Weilheimer and Thomas P. Huggins. Each portfolio manager manages other investment companies and/or investment accounts in addition to a Portfolio. The following tables show, as of October 31, ^ 2006 , the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.^

        Number of 
    All Accounts  
      Total Assets of 
    All Accounts
         Number of Accounts 
    Paying a Performance Fee  
       Total Assets of Accounts 
    Paying a Performance Fee*  
    FR Portfolio         
       Scott H. Page                         
    Registered Investment Companies    13   $14,702.1   0   $ 0
    Other Pooled Investment Vehicles    7   $ 4,939.5   6   $2,561.5
    Other Accounts     2   $ 1,093.4   0   $ 0
       Payson F. Swaffield             
    Registered Investment Companies    13   $14,702.1   0   $ 0
    Other Pooled Investment Vehicles    7   $ 4,939.5   6   $2,561.5
    Other Accounts    2   $ 1,093.4   0   $ 0

    *In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

        Number of 
    All Accounts  
      Total Assets of 
    All Accounts
         Number of Accounts 
    Paying a Performance Fee  
       Total Assets of Accounts 
    Paying a Performance Fee*  
    HI Portfolio         
       Thomas P. Huggins                     
    Registered Investment Companies    2   $4,094.7   0   $0
    Other Pooled Investment Vehicles    0   $ 0   0   $0
    Other Accounts    0   $ 0   0   $0
       Michael W. Weilheimer                     
    Registered Investment Companies    6   $8,917.1   0   $0
    Other Pooled Investment Vehicles    0   $ 0   0   $0
    Other Accounts    9   $2,971.4   0   $0

    *In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.

    ^

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    The following table shows the dollar value of shares of ^ a Fund beneficially owned by ^ its portfolio managers as of the Fund’s most recent fiscal year ended October 31, ^ 2006 and in all Eaton Vance Funds as of December 31, 2006 . Interests in a Portfolio cannot be purchased by a portfolio manager.^

                  Aggregate Dollar Range of Equity  
    Securities Owned in all Registered Funds in  
          the Eaton Vance Family of Funds  
        Dollar Range of Equity Securities     
              Owned in the Fund  
     
    Fund Name and Portfolio Managers         
    Floating-Rate Fund          
        Scott H. Page               $100, 001 - $500,000                       over $1,000,000  
        Payson F. Swaffield               $100,001 - $500,000                       over $1,000,000  
    Floating-Rate High Income Fund          
        Thomas P. Huggins                           None                 $100,001 - $500,000  
        Scott H. Page                           None                       over $1,000,000  
        Payson F. Swaffield                           None                       over $1,000,000  
        Michael W. Weilheimer                           None                       over $1,000,000  

    It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Portfolio’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he advises. In addition due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons.

    Compensation ^ Structure for BMR . Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

    Method to Determine Compensation . The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

    The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

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    The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

    Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of each Fund, and each Fund is authorized to pay Eaton Vance a fee in the amount of 0.15% of average daily net assets for providing administrative services to the Fund. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer each Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of each Fund.

    The following table sets forth the net assets of each Fund at October 31, ^ 2006 and the administration fees paid during the three fiscal years ended October 31, ^ 2006 .

            Administration Fee Paid for Fiscal Years Ended
    Fund   Net Assets at 10/31/^06   1 0/31/ ^ 06     10/31/^05     1 0/31/ ^ 04  
    Floating-Rate Fund    $4,^ 964 ,^ 044 ,^ 387     $^ 7 ,^ 144 ,^ 492     $^ 6 ,^ 206 ,^ 999     $^ 4 ,^ 019 ,^ 046  
    Flaoting-Rate & High Income Fund     1,^ 898 ,^ 008 ,^ 959     2,^ 880 ,^ 285     ^ 2 ,^ 780 ,^ 151     ^ 1,581 ,^ 387  

    Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for each Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of each Fund: ( 1) provides call center services to financial intermediaries and shareholders; ( 2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to each Fund); ( 3) furnishes an SAI to any shareholder who requests one in writing or by telephone from each Fund; and ( 4) processes transaction requests received via telephone. For the transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Fund’s transfer agent from fees it receives from the Eaton Vance funds. Each Fund will pay a pro rata share of such fee. For the fiscal year ended October 31, ^ 2006 , the transfer agent accrued for or paid to Eaton Vance ^ $142,857 and $58,522 for sub-transfer agency services performed on behalf of Floating-Rate Fund and Floating-Rate & High Income Fund, respectively.^

    ^
    Expenses. Each Fund and Portfolio are responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, each Fund is responsible for its pro rata share of those expenses. The only expenses of a Fund allocated to a particular class are those incurred under the Distribution ^Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

    OTHER SERVICE PROVIDERS

    Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109, is the principal underwriter of each Fund. 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 a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement as it applies to ^Advisers Class, Class A, 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 Advisers Class, Class A, Class B and Class C shares or on six months’ notice by the principal underwriter and is automatically terminated upon assignment. The ^ Distribution Agreement as it ^ applies to ^ Class I 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

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    ^ 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. EVD is an indirect, wholly-owned subsidiary of EVC. Mr. Hawkes is a Vice President and Director and Mr. Dynner is a Vice President, Secretary and Clerk of EVD. EVD also serves as placement agent for the Portfolios.

    Custodian. Investors Bank & Trust Company (“IBT“), 200 Clarendon Street, Boston, MA 02116, serves as custodian to each Fund and Portfolio. IBT has custody of all cash and securities representing a Fund’s interest in a Portfolio, has custody of each Portfolio’s assets, maintains the general ledger of each Portfolio and each Fund and computes the daily net asset value of interests in each Portfolio and the net asset value of shares of each Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with each Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and each 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 each Fund or each Portfolio and such banks.

    Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of each Fund and Portfolio, providing audit services^ , and assistance ^ and consultation with respect to the preparation of filings with the SEC.

    Transfer Agent. PFPC Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for each Fund.

    CALCULATION OF NET ASSET VALUE

    The net asset value of each Portfolio is computed by IBT (as agent and custodian for each Portfolio) by subtracting the liabilities of the Portfolio from the value of its total assets. Each Fund and 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 a Portfolio, including a Fund, may add to or reduce its investment in the Portfolio on each day the New York Stock Exchange (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 a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in 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 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.

    Senior Loans that meet certain criteria and are deemed to have prices that are readily available and reliable are valued by an independent pricing service. Other Senior Loans are valued at their fair value by the investment adviser. In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the

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    investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the Borrower’s debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio’s rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the Borrower, based on an evaluation of, among other things, its financial condition, financial statements and information about the Borrower’s business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the Agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan. Fair value determinations are made by the portfolio managers ^based on information available to such managers. The portfolio managers of HI Portfolio may not possess the same information about a Senior Loan borrower as the portfolio managers of ^ FR Portfolio . ^ At times , the fair value of a Senior Loan determined by the portfolio managers of HI Portfolio may vary from the fair value of the same Senior Loan determined by the portfolio managers of ^ FR Portfolio . The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by ^ the Trustees based upon procedures approved by the Trustees. Junior Loans are valued in the same manner as Senior Loans.

    Debt obligations (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options are valued at closing settlement prices. Over-the-counter options are valued at the mean between the bid and asked prices provided by dealers. Marketable securities listed in the NASDAQ National Market System are valued at the NASDAQ official closing price. The value of interest rate swaps will be based upon a dealer quotation. Short-term obligations and money market securities maturing in sixty days or less are valued at amortized cost which approximates value. Investments for which reliable market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of a Portfolio. Occasionally, events affecting the value of foreign securities may occur between the time trading is completed abroad and the close of the Exchange which will not be reflected in the computation of a Portfolio’s net asset value (unless a Portfolio deems that such event would materially affect its net asset value in which case an adjustment would be made and reflected in such computation). The Portfolio may rely on an independent fair valuation service in making any such adjustment to the value of a foreign equity security.

    PURCHASING AND REDEEMING SHARES

    Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through investment dealers which have entered into agreements with the principal underwriter. Shares of a Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the investment dealers responsible for selling Fund shares. The sales charge table in the prospectus is applicable to purchases of a 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 or her 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, a Fund may accept initial investments of less than ^ the minimum investment amount 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 a 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 a Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares, and (if applicable) the amount of uncovered distribution charges

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    of the principal underwriter. The Advisers Class, Class A, 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 Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

    Additional Information About Redemptions. The right to redeem shares of a 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 SEC, or during any emergency as determined by the SEC 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 SEC 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.

    While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of a Fund, either totally or partially, by a distribution in kind of readily marketable securities withdrawn from the Portfolio. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.

    Redemption Fees. Advisers Class, Class A and Class I shares generally are subject to a redemption fee equal to 1% of the amount redeemed or exchanged within 90 days of the settlement of the purchase. For the fiscal year ended ^ October 31, 2006 , Floating-Rate Fund and Floating-Rate & High Income Fund received redemption fees equal to $^ 129 ,^ 528 and $^ 98 ,^ 648 , respectively.

    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 may terminate the withdrawal plan at any time without penalty.

    Other Information. A Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

    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.

    Purchases at Net Asset Value. Advisers Class, Class A and Class I shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with a 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 investment services, such as management, brokerage and custody, (3) to investment advisors,

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    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 ^ similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; and 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 Code and “rabbi trusts”, ^(4) to officers and employees of ^ a Fund’s custodian and transfer agent and (5) in connection with the ReFlow liquidity program . Class A shares may also be sold at net asset value to registered representatives and employees of investment dealers. Sales charges generally are waived 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 sales charge or CDSC waiver will be prospective only.

    Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of a Fund’s custodian and transfer agent.

    Statement of Intention. If it is anticipated that $100,000 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 eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period 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. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of any Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by the shareholder. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Shares purchased by an individual, his or her spouse and their children under the age of twenty-one, including shares held for the benefit of any such persons in trust or fiduciary accounts (including retirement accounts) or omnibus or "street name" accounts, 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.

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

    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”). The CDSC will not be charged to the shareholder when the shares are exchanged for shares of the investment dealer fund; however, the shareholder will receive no credit toward the completion of the CDSC period for the time that the shareholder holds the exchanged shares of the investment dealer fund. If a shareholder redeems the exchanged shares of the investment dealer fund and does not invest the proceeds into Class B shares of an Eaton Vance fund, the shareholder will be subject to any CDSC applicable at the time the shareholder received the exchanged shares of the investment dealer fund.

    Tax-Deferred Retirement Plans. Advisers Class, Class A, Class C and Class I shares are available for purchase in connection with certain tax-deferred 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 consulting 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 Plans

    The ^ Trust has in effect a ^ compensation-type Distribution Plan (the “Advisers Class and Class A Plan”) ^ pursuant to ^Rule 12b-1 under the 1940 ^ Act for Advisers Class and Class A shares. The Advisers Class and Class A Plan ^ is designed to (i) finance activities which are primarily intended to result in the distribution and sales of ^ Advisers Class and Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service ^ fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, investment dealers and other ^ persons. The distribution and service fees payable under the Advisers Class and Class A Plan shall not ^ exceed 0.25% of ^ the average daily net assets attributable to Advisers Class and Class A shares for any fiscal year. Advisers Class and Class A distribution and service fees are paid quarterly in arrears. In the case of distribution and service fees from Advisers Class shares, the principal underwriter may pay a portion of such fees to financial intermediaries pursuant to shareholder servicing or similar agreements with such firms.  For the distribution and service fees paid by Advisers Class and Class A shares, see Appendix A and Appendix B.

    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. On each sale of shares (excluding reinvestment of distributions) a Class will pay the principal underwriter amounts representing (i) sales commissions equal to 6.25% of the amount received by a Fund for each Class share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called “uncovered distribution charges”. Each Class pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter currently pays an up-front sales commission (except on exchange transactions and reinvestments) of 4% of the purchase price of Class B and 0.75% of the purchase price of Class C shares, and an up-front service fee of 0.25% on Class C shares. Distribution fees paid by a Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the outstanding uncovered distribution charges of the Class. Whenever there are no outstanding uncovered distribution charges of a Class, the Class discontinues payment of distribution fees.

    The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of each 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. The Eaton Vance organization will profit by reason of the operation of each Class B and Class C Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plans and from CDSCs have exceeded the total expenses incurred in distributing Class B and Class C shares. Because payments to the principal underwriter under the Class B and Class C Plans are limited, uncovered distribution

    26


    charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix C and Appendix D.

    The Class B and Class C Plans also ^ authorizes the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class B, this fee is paid quarterly in arrears based on the value of 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 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% 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, see Appendix C and Appendix D.

    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 current Plans were initially approved by the Trustees, including the Plan Trustees, on June 19, 2000, August 14, 2000 and March 17, 2003. The Trustees of the Trust who are “interested” persons of the Trust 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.

    PERFORMANCE

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

    Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B, Appendix C, Appendix D and Appendix E.

    In addition to the foregoing total return figures, each Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. 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. A Fund’s performance may differ from that of other investors in the Portfolio, including other investment companies.

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    Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price (including the maximum of any initial sales charge) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is calculated from the yields to maturity of all debt obligations based on prescribed methods, reduced by accrued expenses for the period with the resulting number being divided by the average daily number of shares outstanding and entitled to receive distributions during the period. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments.

    Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of each Fund. Pursuant to the Policies, information about portfolio holdings of a Fund may not be disclosed to any party except as follows:

    • Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. Each Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. Each Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which includes a list of the Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, each Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N-Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no ^cost by contacting Eaton Vance at 1-800-225-6265. Each Fund also will post a complete list of its portfolio holdings (including the Portfolio’s holdings) as of each calendar quarter end on the Eaton Vance website within 60 days of calendar quarter-end.
    • Disclosure of certain ^ portfolio characteristics: Each Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-225-6265.
    • Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of a Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers (including the investment adviser, custodian, transfer agent, principal underwriter, etc.) that have a legal or contractual duty to keep such information confidential; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of a Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the ^ arrangement. Such persons may include securities lending agents, credit rating ^ agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group) , statistical ratings ^ agencies (such as Morningstar, Inc.) , analytical service providers engaged by the investment ^ adviser (such as Advent, Bloomberg L.P., Evare, Factset and The Yield Book, Inc.) , proxy evaluation vendors, pricing services, translation ^ services, lenders under Fund credit facilities (such as Citibank, N.A.) and, for purposes of facilitating portfolio transactions, investment dealers and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers ). Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of a Fund’s Board of Trustees. In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.  

    The Funds, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Fund’s portfolio holdings.

    The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Funds. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund

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    shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

    The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by ^ a Portfolio . However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Funds.

    TAXES

    Each series of the Trust is treated as a separate entity for federal income tax purposes. Each Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, each Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income ^tax. If a Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, a Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. Each Fund qualified as a RIC for its fiscal year ended October 31, ^ 2006 . Each Fund also seeks to avoid payment of federal excise tax. However, if a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts .

    Because each Fund invests its assets in a Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for a Fund to also satisfy these requirements. For federal income tax purposes, each 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. Each Fund, as an investor in a Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. Each Portfolio will allocate at least annually among its investors, including a Fund, 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, each 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 a Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) 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 any available capital loss carryforwards and (iii) 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. If a Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that a Fund qualifies as a RIC and a Portfolio is treated as a partnership for Massachusetts and federal tax purposes, no Fund or Portfolio should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts. ^

    If a Fund does not qualify as a RIC for any taxable year, the Fund’s taxable 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 the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. 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 substantial distributions.

    The HI Portfolio’s investment in zero coupon, deferred interest and certain payment-in-kind or other securities will cause it to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by the Portfolio and, in order to avoid a tax payable by the Fund, the Portfolio may be required to liquidate securities that it might otherwise have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders.

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    A ^ Portfolio may invest to a significant extent in debt obligations that are in the lowest rating ^ categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for a ^ Portfolio . Tax rules are not entirely clear about issues such as when ^ a Portfolio ^ may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income.

    A Portfolio’s investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to a Portfolio, defer Portfolio losses, cause adjustments in the holding periods of Portfolio securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors.

    As a result of entering into swap contracts, a Portfolio may make or receive periodic net payments. A Portfolio may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if a Portfolio has been a party to a swap for more than one year). The tax treatment of many types of credit default swaps is uncertain.

    Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

    Investments in “passive foreign investment companies” (“PFICs”) could subject a Portfolio to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the passive foreign investment company as a “qualified electing fund”.

    If a Portfolio were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, the Portfolio might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the fund, and such amounts would be subject to the distributions requirements described above. In order to make this election, a Portfolio would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if a Portfolio were to make a mark-to-market election with respect to a PFIC, the Portfolio would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, a Portfolio would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. A Portfolio may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. A Portfolio may have to distribute this “phantom” income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.

    Each Portfolio may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of a Portfolio will consist of securities issued by foreign corporations, a Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by the Portfolio and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes.

    A portion of distributions made by a Fund which are derived from dividends from domestic corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the ^ 91 -day period ^ beginning 45 days before the ex-dividend date. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase an alternative minimum tax for certain corporations.

    Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment

    30


    ^of ^distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. 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 subject to a front-end sales charge 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 Fund shares (or shares 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.

    Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

    In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”), are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). ^ For taxable years beginning before January 1, 2008, a Fund generally will not be required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by a Fund.

    ^
    Until December 31, 2007, if a Fund makes a distribution to a foreign shareholder that is attributable to interests in U.S. real property or in corporations for which direct or indirect interests in U.S. real property exceed certain levels and if such foreign shareholder owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year, the distribution will be subject to a 35% withholding tax and will obligate such foreign shareholder to file a U.S. tax return. If a foreign person who owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year redeems shares of the Fund within the 30 days prior to an ex-dividend date of a distribution subject to the 35% tax and within 30 days before or after the ex-dividend date acquires or contracts to acquire a substantially identical interest in the Fund, such foreign person may be subject to the 35% tax and a U.S. filing requirement. After December 31, 2007, these rules apply only to Fund distributions attributable to distributions received by a Fund from real estate investment trusts.

    If a Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from a Fund could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

    Amounts paid by a 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 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

    Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. ^

    If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.

    31


    Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

    The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and 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 federal, state, local, and, where applicable, foreign tax consequences of investing in a Fund^ .

    PORTFOLIO SECURITIES TRANSACTIONS

    The FR Portfolio will acquire Senior Loans from major international banks, selected domestic regional banks, insurance companies, finance companies and other financial institutions. In selecting financial institutions from which Senior Loans may be acquired, BMR, the Portfolio’s investment adviser will consider, among other factors, the financial strength, professional ability, level of service and research capability of the institution. While these financial institutions are generally not required to repurchase Senior Loans which they have sold, they may act as principal or on an agency basis in connection with their sale by the Portfolio.

    Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by BMR, the Portfolio’s investment adviser. The Portfolio is responsible for the expenses associated with portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with many firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser 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 executing firm’s services including the responsiveness of the firm to the investment adviser, 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 the services rendered by the firm in other transactions, and the reasonableness of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for a Portfolio. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

    Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer 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 often involve the payment of brokerage commissions, which may be 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 often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

    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 that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser 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 the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and

    32


    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 and of 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-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The ratio of the commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services over the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

    Consistent with the foregoing practices, the investment adviser receives Research Services from many broker-dealer firms with which the investment adviser places transactions and may receive them from third parties with which these broker-dealers have arrangements. Each Portfolio and the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by the investment adviser in connection with its investment responsibilities.

    Research Services received by the investment adviser may ^ include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, certain proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, news and information services, certain pricing and quotation equipment and services, and certain research oriented computer ^ software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser 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 the investment adviser 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 investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

    In the event that the investment adviser executes Portfolio securities transactions with a broker-dealer on or after May 1, 2004 and the associated commission is consideration for Third Party Research Services (as described above), the investment adviser has agreed to reduce the advisory fee payable by a Portfolio by an amount equal to the commission payment associated with the transaction divided by the applicable Third Party Research Services Payment Ratio. However, the investment adviser generally does not expect to acquire Third Party Research with Portfolio brokerage commissions.

    Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by a Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the investment adviser.

    The investment companies sponsored by the investment adviser or its affiliates 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 the investment adviser, to such companies. Such companies may also pay cash for such information.

    33


    Securities considered as investments for a Portfolio may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by a Portfolio and one or more of such other accounts simultaneously, the investment adviser 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 a 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 the investment adviser 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 a Portfolio from time to time, it is the opinion of the Trustees of the Trust and the Portfolios that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

    The following table shows brokerage commissions paid during the three fiscal years ended October 31, ^ 2006 , as well as the amount of Portfolio security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution.

            Amount of Transactions 
    Directed to Firms 
    Providing Research  
      Commissions Paid on 
    Transactions Directed to 
    Firms Providing Research  
    Fiscal Year End     Brokerage 
    Commission Paid  
       
         
    October 31, ^ 2006     $ 0     $0     $0  
    October 31, ^ 2005     $8,533          
    October 31, ^ 2004     $ 53          
                 
    For the ^ HI Portfolio :       Amount of Transactions 
    Directed to Firms 
    Providing Research  
      Commissions Paid on 
    Transactions Directed to 
    Firms Providing Research  
    Fiscal Year End     Brokerage 
    Commission Paid  
       
         
    October 31, ^ 200   $^ 7 ,^ 167     $0    $0 
    October 31, ^ 2005     $^ 22 ,^ 670          
    October 31, ^ 2004     $^ 23 ,^ 193          

    FINANCIAL STATEMENTS

    The audited financial statements of, and the reports of the independent registered public accounting firm for the Funds and the FR Portfolio appear in each Fund’s most recent annual report to shareholders and are incorporated by reference into this SAI. A copy of the annual reports accompanies 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 and the report of the independent registered public accounting firm for the Funds and the Portfolios listed below for the fiscal year ended October 31, 2006, as previously filed electronically with the SEC:

    Eaton Vance Floating-Rate Fund
    Eaton Vance Floating-Rate & High Income Fund
    Floating Rate Portfolio
    (Accession No. 0001104659-07-001290)
    High Income Portfolio
    (Accession No. 0001104659-07-001290)

    34


    APPENDIX A

    Advisers Class Fees, Performance & Ownership

    Floating-Rate Fund Distribution and Service ^ Fees. For the fiscal year ended October 31, ^ 2006 , the Advisers Class paid distribution and service fees of $2,^ 876 ,^ 464 , which was ^paid to the principal underwriter.

    Floating-Rate & High Income Fund Distribution and Service ^ Fees. For the fiscal year ended October 31, ^ 2006 , the Advisers Class paid distribution and service fees of $1,^ 960 ,^ 816 , which was ^paid to the principal underwriter.

    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    Floating-Rate Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^5.74%       ^4.29%       ^4.20%  
    Before Taxes and Including Maximum Sales Charge    ^5.74%       ^4.29%       ^4.20%  
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^3.55%       ^2.75%       ^2.55%  
    After Taxes on Distributions and Including Maximum Sales Charge    ^3.55%       ^2.75%       ^2.55%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge     ^3.70%       ^2.74%       ^2.59%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^3.70%       ^2.74%       ^2.59%  
       Advisers Class commenced operations February 7, 2001.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 76 %.

    Floating-Rate & High Income Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 6 . ^ 49    ^ 5 . ^ 21    4. ^ 87
    Before Taxes and Including Maximum Sales Charge    ^ 6 . ^ 49    ^ 5 . ^ 21    4. ^ 87
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 4 . ^ 22    ^ 3 . ^ 42    2. ^ 86
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 4 . ^ 22    ^ 3 . ^ 42    2. ^ 86
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      ^ 4 . ^ 18    ^ 3 . ^ 38    2. ^ 93
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 4 . ^ 18    ^ 3 . ^ 38    2. ^ 93
       Advisers Class commenced operations September 7, 2000.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 97 %.

    35


    Control Persons and Principal Holders of Securities. At February ^ 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    Floating-Rate Fund    Charles Schwab & Co. Inc.    San Francisco, CA       33.6%  
        Merrill Lynch, Pierce, Fenner & Smith, Inc.       Jacksonville, FL    16.3%  
        Prudential Investment Management Service     Newark, NJ     6.9%  
    Floating-Rate & High Income Fund     Charles Schwab & Co. Inc.    San Francisco, CA    48.9%  
        Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    19.2%  

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

    36


    APPENDIX B

    Class A Fees, Performance & Ownership

    Sales ^ Charges and Distribution and Service ^ Fees. For the fiscal year ended October 31, ^ 2006 , the following table shows (1) total sales charges paid by each Fund, (2) sales charges paid to investment dealers, (3) sales charges paid to the principal underwriter, (4) CDSC payments to the principal underwriter, (5) total distribution and service fees paid by each Fund, and (6) distribution and service fees paid to investment dealers^. ^ Distribution and service fees that were not paid to investment dealers were retained by the principal underwriter.

                      Total
    Distribution
    and Service 
    Fees Paid 
      Distribution
    and Service
    Fees Paid to
    Investment Dealers  
    CDSC to 
    Principal 
    Underwriter  
        Total Sales 
    Charges Paid  
      Sales Charges to 
    Investment Dealers  
       Sales Charges to 
    Principal Underwriter  
         
    Fund              
    Floating-Rate Fund    ^$4,165,244     ^$4,049,704     ^$115,540     ^$306,000     ^$4,201,435     ^$2,042,878  
    Floating-Rate & High  
      Income Fund 
      ^700,192     ^664,417     ^35,775     ^24,000     ^1,127,053     ^610,810  

    For the fiscal years ended October 31, 2005 and October 31, 2004, the following total sales charges were paid on sales of Class A, of which the principal underwriter received the following amounts. The balance of such amounts was paid to investment dealers.^

        October 31, ^ 2005   
    Total Sales 
    Charges Paid
      October 31, ^ 2005  
    Sales Charges to 
    Principal Underwriter   
      October 31, ^ 2004   
    Total Sales 
    Charges Paid
      October 31, ^ 2004  
    Sales Charges to 
    Principal Underwriter  
             
    Fund          
    Floating-Rate Fund    ^$4,185,186     ^$160,756     ^$5,054,934     ^$203,466  
    Floating-Rate & High Income Fund    ^1,585,568     ^94,370     ^2,260,463     ^99,219  

    ^
    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return prior to the date this Class was first offered reflects the total return of Advisers Class, adjusted to reflect the Class A sales charge. The Advisers Class total return has not been adjusted to reflect certain other expenses (such as distribution ^ and service fees). If such adjustments were made, the Class A total return would be different. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses.  ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    37


    ^

    Floating-Rate Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^5.75%       ^4.27%       ^4.19%  
    Before Taxes and Including Maximum Sales Charge    ^3.33%       ^3.80%       ^3.77%  
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^3.57%       ^2.74%       ^2.54%  
    After Taxes on Distributions and Including Maximum Sales Charge    ^1.19%       ^2.27%       ^2.14%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^3.71%       ^2.73%       ^2.58%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^2.13%       ^2.33%       ^2.23%  
       Class A commenced operations May 5, 2003. Advisers Class commenced operations February 7, 2001.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 60 %^ .

    Floating-Rate & High Income Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 6 .^ 49    ^ 5 .^ 16    4.^ 83
    Before Taxes and Including Maximum Sales Charge    ^ 4 .06%     4.^ 69    4.^ 45
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 4 .^ 21    ^ 3 .^ 38    2.^ 83
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 1 .^ 83    2.^ 92    2.^ 46
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      ^ 4 .^ 18    ^ 3 .^ 34    2.^ 90
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 2 .^ 60    2.^ 94    2.^ 57
    Class A commenced operations May 7, 2003. Advisers Class commenced operations September 7, 2000. 

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 81 %.

    Control Persons and Principal Holders of Securities. At February ^ 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances: 

    Floating-Rate Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    9.0%  
      Morgan Stanley     Jersey City, NJ     5.5%  
    Floating-Rate & Income Fund     Charles Schwab & Co. Inc.     San Francisco, CA     6.2%  

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

    38


    APPENDIX C

    Class B Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended October 31, ^ 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class B shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class B), (5) service fees paid under the Distribution Plan, and (6) 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.
    ^

        Commission Paid 
    by Principal 
    Underwriter to 
    Investment Dealers  
      Distribution Fee 
    Paid to 
    Principal Underwriter  
      CDSC Paid to 
    Principal 
    Underwriter  
              Service Fees 
    Paid to 
    Investment Dealers  
              Uncovered
    Distribution 

    Charges  
      Service 
    Fees  
     
    Fund              
    Floating-Rate Fund    ^$387,473     ^$1,863,030     ^$831,000     ^$11,670,000 (5.1%)     ^$628,232     ^$576,457  
    Floating-Rate & High
       Income Fund 
      ^155,651     ^1,121,211     ^478,000     ^7,505,000 (5.6%)     ^379,943     ^379,943  

    ^
    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    Floating-Rate Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^5.06%       ^3.53%       ^3.44%  
    Before Taxes and Including Maximum Sales Charge    ^0.08%       ^3.18%       ^3.29%  
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^3.16%       ^2.28%       ^2.07%  
    After Taxes on Distributions and Including Maximum Sales Charge    ^–1.83%       ^1.91%       ^1.92%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge        ^3.26%       ^2.27%       ^2.11%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^0.02%       ^1.95%       ^1.98%  
       Class B commenced operations February 5, 2001.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 5 .^ 99 %.

    39


    ^

    Floating-Rate & High Income Fund               Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge     ^ 5 . ^ 60 %       ^ 4 . ^ 40 %       ^ 4 . ^ 13 %  
    Before Taxes and Including Maximum Sales Charge     ^ 0 . ^ 60 %       ^ 4 . ^ 07 %       ^ 4 . ^ 13 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 3 . ^ 60 %       2. ^ 90 %       2. ^ 39 %  
    After Taxes on Distributions and Including Maximum Sales Charge     ^ 1 . ^ 40 %       ^ 2 . ^ 54 %       ^ 2 . ^ 39 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge       ^ 3 . ^ 60 %       2. ^ 86 %       2. ^ 46 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     ^ 0. ^ 35 %       ^ 2 . ^ 56 %       2. ^ 46 %  
        Class B commenced operations September 5, 2000.              

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 21 %.

    ^
    Control Persons and Principal Holders of Securities. At February ^ 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    Floating-Rate Fund     Merrill Lynch, Pierce, Fenner & Smith, Inc.     Jacksonville, FL     8.3%  

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

    40


    APPENDIX D

    Class C Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended October 31, ^ 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class C), (5) service fees paid under the Distribution Plan, and (6) 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.
    ^

        Commission Paid 
    by Principal 
    Underwriter to 
    Investment Dealers  
      Distribution Fee 
    Paid to 
    Principal Underwriter  
      CDSC Paid to 
    Principal 
    Underwriter
              Service Fees 
    Paid to 
    Investment Dealers  
              Uncovered
    Distribution 

    Charges  
      Service 
    Fees  
     
    Fund              
     
    Floating-Rate Fund    ^$8,741,448     ^$8,973,035     ^$343,000     ^$127,228,000 (10.9%)     ^$2,991,011     ^$2,864,385  
    Floating-Rate & High
       Income Fund 
      ^3,392,335     ^3,610,520     ^154,000     ^51,679,000 (11.6%)     ^1,203,506     ^1,154,093  
    ^                          

    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    Floating-Rate Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^5.06%       ^3.51%       ^3.45%  
    Before Taxes and Including Maximum Sales Charge    ^4.06%       ^3.51%       ^3.45%  
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^3.16%       ^2.25%       ^2.07%  
    After Taxes on Distributions and Including Maximum Sales Charge    ^2.16%       ^2.25%       ^2.07%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      ^3.26%       ^2.25%       ^2.11%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^2.62%       ^2.25%       ^2.11%  
       Class C commenced operations February 1, 2001.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 5 .^ 99 %.

    41


    ^

    Floating-Rate & High Income Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 5 . ^ 59    ^ 4 . ^ 43    ^ 4 . ^ 14
    Before Taxes and Including Maximum Sales Charge    ^ 4 . ^ 59    ^ 4 . ^ 43    ^ 4 . ^ 14
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 3 . ^ 61    2. ^ 92    2. ^ 40
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 2 . ^ 61    2. ^ 92    2. ^ 40
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge      ^ 3 . ^ 61    2. ^ 88    2. ^ 46
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 2 . ^ 96    2. ^ 88    2. ^ 46
       Class C commenced operations September 5, 2000.             

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 6 .^ 21 %.

    Control Persons and Principal Holders of Securities. At February ^ 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    Floating-Rate Fund    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    ^ 18 . ^ 5
        ^          
        Citigroup Global Markets, Inc.     ^ New York , ^ NY     ^ 5. ^ 8
    Floating-Rate & High Income Fund      Merrill Lynch, Pierce, Fenner & Smith, Inc.       Jacksonville, FL    13. ^ 5

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

    42


    APPENDIX E

    Class I Fees, Performance & Ownership

    ^
    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

    Floating-Rate Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes    ^6.00%       ^4.55%       ^4.48%  
    After Taxes    ^3.72%       ^2.91%       ^2.72%  
    After Taxes on Distributions and Redemption    ^3.87%       ^2.91%       ^2.76%  
       Class I commenced operations January 30, 2001.                

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 7 .^ 01 %^ .

    Floating-Rate & High Income Fund              Length of Period Ended October 31, ^ 2006  
    Average Annual Total Return:     One Year     Five Years*     Life of Fund*  
    Before Taxes    ^ 6 .^ 65    ^ 5 .^ 47    ^ 5 .^ 11
    After Taxes    ^ 4 .^ 28    ^ 3 .^ 59    ^ 3 .^ 01
    After Taxes on Distributions and Redemption    ^ 4 .^ 28    ^ 3 .^ 54    ^ 3 .^ 07
       Class I commenced operations September 15, 2000.               

    For the 30 days ended October 31, ^ 2006 , the SEC yield for the Class was ^ 7 .^ 22 %.

    Control Persons and Principal Holders of Securities. At February 1, 2007, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    Floating-Rate Fund    Charles Schwab & Co., Inc.    San Francisco, CA    29.3%  
        Patterson & Co.    Charlotte, NC    13.2%  
        FTC & Co.     Denver, CO       5.3%  
    Floating-Rate & High Income Fund        Charles Schwab & Co., Inc.       San Francisco, CA      52.1%  

    43


    ^

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

    44


    APPENDIX F

    DESCRIPTION OF CORPORATE BOND RATINGS

    The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.

    Bonds which are unrated expose the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these bonds is dependent on the investment adviser’s judgment, analysis and experience.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    Moody’s Investors Service, Inc.

    Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

    Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risk appear somewhat larger than the Aaa securities.

    A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

    Baa: Bonds which are rated Baa are considered as medium-grade obligations ( i.e. , they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

    Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during other good and bad times over the future. Uncertainty of position characterizes bonds in this class.

    B: Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

    Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

    Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

    C: Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

    Absence of Rating: Where no rating has been assigned or where a rating has been suspended or withdrawn, it may be for reasons unrelated to the quality of the issue.

    Should no rating be assigned, the reason may be one of the following:

    1. An application for rating was not received or accepted.
    2. The issue or issuer belongs to a group of securities or companies that are not rated as a matter of policy.
    3. There is a lack of essential data pertaining to the issue or issuer.
    4. The issue was privately placed, in which case the rating is not published in Moody's publications.

    45


    Suspension or withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.

    Note: Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating classification from Aa through B. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

    Standard & Poor's Ratings Group

    AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

    AA: An obligation rated AA differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment is very strong.

    A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

    BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

    Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

    BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

    B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

    CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

    CC: An obligation rated CC is currently highly vulnerable to nonpayment.

    C: The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken but payments on this obligation are being continued. C is also used for a preferred stock that is in arrears (as well as for junior debt of issuers rated CCC and CC).

    D: The D rating, unlike other ratings, is not prospective; rather, it is used only where a default has actually occurred – and not where a default is only expected. Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

    NR: NR indicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy.

    Notes: An obligation which is unrated exposes the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative obligations. Evaluation of such debt is dependent on the investment adviser’s judgment, analysis and experience.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    46


    APPENDIX G

    EATON VANCE FUNDS
    PROXY VOTING POLICY AND PROCEDURES

    I. Overview

    The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

    II. Delegation of Proxy Voting Responsibilities

    Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section ^ V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

    III. Delegation of Proxy Voting Disclosure Responsibilities

    The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31 st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

    The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

    IV. Conflicts of Interest

    The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

    Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee

    47


    or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

    V. Reports

    The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

    Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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    APPENDIX H

    EATON VANCE MANAGEMENT
    BOSTON MANAGEMENT AND RESEARCH
    PROXY VOTING POLICIES AND PROCEDURES

    I. Introduction

    Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    II. Overview

    Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

    No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

    III. Roles and Responsibilities

    A. Proxy Administrator

    The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

    B. Agent

    An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant

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    to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.

    Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

    C. Proxy Group

    The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.

    For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.

    If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.

    If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.

    The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.

    IV. Proxy Voting Guidelines (“Guidelines”)

    A. General Policies

    It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

    In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.

    When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.

    Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.

    B. Proposals Regarding Mergers and Corporate Restructurings

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.

    C. Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.

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    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).

    E. Social and Environmental Issues

    The Advisers generally support management on social and environmental proposals.

    F. Voting Procedures

    Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

    1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

    In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

    2. NON-VOTES: Votes in Which No Action is Taken

    The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

    Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

    Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

    3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted

    If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

    The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

    V. Recordkeeping

    The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of the Advisers’ proxy voting policies and procedures;
    • Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR database or are kept by the Agent and are available upon request;
    • A record of each vote cast;
    • A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and

    51


    • Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

    VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients

    A. Assessment of Agent

    The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.

    B. Conflicts of Interest

    As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:

    • Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
    • A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
    • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
    • If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
    • If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:

         • The client, in the case of an individual or corporate client;
         • In the case of a Fund, its board of directors, or any committee or sub-committee identified by the board; or
         • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

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    ^

    The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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      STATEMENT OF
    ADDITIONAL INFORMATION
    ^ March 1, 2007

    Eaton Vance Strategic Income Fund

    The Eaton Vance Building
    255 State Street
    Boston, Massachusetts 02109
    1-800-262-1122

    This Statement of Additional Information (“SAI”) provides general information about the Fund and the Portfolios the Fund may invest in. The Fund is a non-diversified, open-end management investment company. The Fund is a series of Eaton Vance Mutual Funds Trust (the “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        Page 
    Strategies and Risks     2    Purchasing and Redeeming Shares    ^ 31  
                  ^  
    Investment Restrictions    ^ 17     Sales Charges    32  
    Management and Organization    ^ 18     Performance    ^ 35  
    Investment Advisory and Administrative Services    ^ 25     Taxes    ^ 36  
    Other Service Providers    ^ 29     Portfolio Securities Transactions    ^ 39  
    Calculation of Net Asset Value    ^ 29     Financial Statements    ^ 42  
     
    Appendix A: Class A Fees, Performance and Ownership    ^ 43     Appendix D: Description of Securities Ratings    ^ 48  
    Appendix B: Class B Fees, Performance and Ownership    ^ 45     Appendix E: Eaton Vance Funds Proxy Voting Policies and Procedures    ^ 52  
    Appendix C: Class C Fees, Performance and Ownership    ^ 46     Appendix F: Adviser Proxy Voting Policies^    ^ 54  

    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 ^ March 1, 2007 , 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.

     

    © ^ 2007 Eaton Vance Management

    1


    The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “NASD” for the National Association of Securities Dealers, Inc.

    Unless otherwise specified, references to “the Portfolio” in this SAI refer to Boston Income, Floating Rate, Global Macro, High Income, Investment Grade Income and ^ Investment Portfolios.

    As stated in the prospectus, the Fund currently invests in one or more investment companies managed by Eaton Vance or an affiliate. Unless the context indicates otherwise, the term “Portfolio” refers to each such investment company except that under “Strategies and Risks” the use of the term “Portfolio” in the description of an investment practice or technique refers to any Portfolio that may engage in that investment practice or technique (as described in the prospectus).

    STRATEGIES AND RISKS

    ^ The primary strategies of the Fund and the Portfolios are defined in the prospectus. The following is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s).

    Fixed-Income Securities. Fixed-income securities include preferred, preference and convertible securities, equipment lease certificates, equipment trust certificates and conditional sales contracts. Preference stocks are stocks that have many characteristics of preferred stocks, but are typically junior to an existing class of preferred stocks. Equipment lease certificates are debt obligations secured by leases on equipment (such as railroad cars, airplanes or office equipment), with the issuer of the certificate being the owner and lessor of the equipment. Equipment trust certificates are debt obligations secured by an interest in property (such as railroad cars or airplanes), the title of which is held by a trustee while the property is being used by the borrower. Conditional sales contracts are agreements under which the seller of property continues to hold title to the property until the purchase price is fully paid or other conditions are met by the buyer.

    Fixed-rate bonds may have a demand feature allowing the holder to redeem the bonds at specified times. These bonds are more defensive than conventional long-term bonds (protecting to some degree against a rise in interest rates) while providing greater opportunity than comparable intermediate term bonds, since they may be retained if interest rates decline. Acquiring these kinds of bonds provides the contractual right to require the issuer of the bonds to purchase the security at an agreed upon price, which right is contained in the obligation itself rather than in a separate agreement or instrument. Since this right is assignable only with the bond, it will not be assigned any separate value. Floating or variable rate obligations may be acquired as short-term investments pending longer term investment of funds.

    Certain securities may permit the issuer at its option to “call,” or redeem, the securities. If an issuer were to redeem securities during a time of declining interest rates, ^ Boston Income or High Income Portfolios may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed.

    The rating assigned to a security by a rating agency does not reflect assessment of the volatility of the security’s market value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuer’s historical financial condition and the rating agency’s investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. Credit quality in the high yield, high risk bond market can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security^.

    ^

    Lower Rated Securities . Investments in high yield, high risk obligations rated below investment grade, which have speculative characteristics, bear special risks. They are subject to greater credit risks, including the possibility of default or bankruptcy of the issuer. The value of such investments may also be subject to a greater degree of volatility in response to interest rate fluctuations, economic downturns and changes in the financial condition of the issuer. The value of Fund shares may decline when interest rates rise, when the supply of suitable bonds exceeds market demand, or in response to a significant drop in the stock market. These securities generally are less liquid than higher quality securities. During periods of deteriorating economic conditions and contractions in the credit markets, the ability of such issuers to service their debt, meet projected goals and obtain additional financing may be impaired. The investment adviser will take such action as it considers appropriate in the event of anticipated financial difficulties, default or bankruptcy of either the issuer of any such obligation or of the underlying source of funds for debt service. Such action may include retaining the services of various persons and firms (including affiliates of the investment adviser) to evaluate or protect any real estate, facilities or other assets securing any such obligation held or acquired as a result of any such event. Taking protective action with respect to portfolio obligations in default and assets securing such obligations will result in additional expense . In addition

    2


    to lower rated securities, Global Macro Portfolio, Boston Income Portfolio, High Income Portfolio and Investment Portfolio also may invest in higher rated securities. For a description of corporate bond ratings, see Appendix D .

    ^

    Mortgage-Backed and Asset-Backed Securities. A Portfolio’s investments in mortgage-backed securities may include conventional mortgage pass-through securities, participation interests in pools of adjustable and fixed rate mortgage loans, stripped mortgage-backed securities, floating rate mortgage-backed securities listed under “Indexed Securities“ and certain classes of multiple class collateralized mortgage obligations (as described below). Mortgage-backed securities differ from bonds in that the principal is paid back by the borrower over the length of the loan rather than returned in a lump sum at maturity.

    Government National Mortgage Association (“GNMA”) Certificates and Federal National Mortgage Association (“FNMA”) Mortgage-Backed Certificates are mortgage-backed securities representing part ownership of a pool of mortgage loans. GNMA loans -- issued by lenders such as mortgage bankers, commercial banks and savings and loan associations -- are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A “pool” or group of such mortgages is assembled and, after being approved by GNMA, is offered to investors through securities dealers. Once such pool is approved by GNMA, the timely payment of interest and principal on the Certificates issued representing such pool is guaranteed by the full faith and credit of the U.S. Government. FNMA, a federally chartered corporation owned entirely by private stockholders, purchases both conventional and federally insured or guaranteed residential mortgages from various entities, including savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers. FNMA packages pools of such mortgages in the form of pass-through securities generally called FNMA Mortgage-Backed Certificates, which are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. GNMA Certificates and FNMA Mortgage-Backed Certificates are called “pass-through” securities because a pro rata share of both regular interest and principal payments, as well as unscheduled early prepayments, on the underlying mortgage pool is passed through monthly to the holder of the Certificate ( i.e. , a Portfolio). A Portfolio may purchase GNMA Certificates, FNMA Mortgage-Backed Certificates and various other mortgage-backed securities on a when-issued basis subject to certain limitations and requirements.

    The Federal Home Loan Mortgage Corporation (“FHLMC”), a corporate instrumentality of the U.S. Government created by Congress for the purposes of increasing the availability of mortgage credit for residential housing, issues participation certificates (“PCs”) representing undivided interest in FHLMC’S mortgage portfolio. While FHLMC guarantees the timely payment of interest and ultimate collection of the principal of its PCs, its PCs are not backed by the full faith and credit of the U.S. Government. FHLMC PCs differ from GNMA Certificates in that the mortgages underlying the PCs are monthly “conventional” mortgages rather than mortgages insured or guaranteed by a federal agency or instrumentality. However, in several other respects, such as the monthly pass-through of interest and principal (including unscheduled prepayments) and the unpredictability of future unscheduled prepayments on the underlying mortgage pools, FHLMC PCs are similar to GNMA Certificates.

    ^While it is not possible to accurately predict the life of a particular issue of a mortgage-backed security, the actual life of any such security is likely to be substantially less than the average maturity of the mortgage pool underlying the security. This is because unscheduled early prepayments of principal on a mortgage-backed security will result from the prepayment, refinancing or foreclosure of the underlying loans in the mortgage pool. The monthly payments (which may include unscheduled prepayments) on such a security may be able to be reinvested only at a lower rate of interest. Because of the regular scheduled payments of principal and the early unscheduled prepayments of principal, this type of security is less effective than other types of obligations as a means of “locking-in” attractive long-term interest rates. As a result, this type of security may have less potential for capital appreciation during periods of declining interest rates than other U.S. Government securities of comparable maturities, although many issues of mortgage-backed securities may have a comparable risk of decline in market value during periods of rising interest rates. If such a security has been purchased at a premium above its par value, both a scheduled payment of principal and an unscheduled prepayment of principal, which would be made at par, will accelerate the realization of a loss equal to that portion of the premium applicable to the payment or prepayment and will reduce performance. If such a security has been purchased at a discount from its par value, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current yield and total returns and will accelerate the recognition of income, which when distributed to Fund shareholders, will be taxable as ordinary income^.

    Asset-backed securities include securities backed by pools of automobile loans, educational loans, home equity loans, credit card receivables, equipment or automobile leases, commercial mortgage-backed securities, utilities receivables and secured or unsecured bonds issued by corporate or sovereign obligors, unsecured loans made to a variety of corporate commercial and industrial loan customers of one or more lending banks, or a combination of these bonds and loans. While asset-backed

    3


    securities are also susceptible to prepayment risk, the collateral supporting asset-backed securities is generally of shorter maturity than mortgage loans and is less likely to experience substantial unscheduled prepayments. However, the collateral securing such securities may be more difficult to liquidate than mortgage loans. Moreover, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets or may have no security in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default. In addition, asset-backed securities may experience losses on the underlying assets as a result of certain rights provided to consumer debtors under federal and state law. The value of asset-backed securities may be affected by the factors described above and other factors, such as the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets or the entities providing credit enhancements and the ability of the servicer to service the underlying collateral. The value of asset-backed securities representing interests in a pool of utilities receivables may be adversely affected by changes in government regulations.

    Collateralized ^ Mortgage Obligations ( ^ "CMOs"). The CMO classes in which a Portfolio may invest include sequential and parallel pay CMOs^ , including planned amortization class and target amortization class securities and fixed and floating rate CMO tranches. CMOs are debt securities issued ^ by the FHLMC and by financial institutions and ^ other mortgage lenders which are generally fully collateralized by a pool of ^ mortgages held under an indenture . The key feature of the CMO structure is the prioritization of the cash flows from a pool of mortgages among the several ^ classes, or tranches, of the CMO, thereby creating a series of obligations with varying rates and maturities appealing to a wide range of investors. CMOs generally are secured by an assignment to a trustee under the indenture pursuant to which the bonds are issued of collateral consisting of a pool of mortgages. Payments with respect to the underlying mortgages generally are made to the trustee under the indenture. Payments of principal and interest on the underlying mortgages are not passed through to the holders of the CMOs as such (that is, the character of payments of principal and interest is not passed through and therefore payments to holders of CMOs attributable to interest paid and principal repaid on the underlying mortgages do not necessarily constitute income and return of capital, respectively, to such holders), but such payments are dedicated to payment of interest on and repayment of principal of the CMOs . CMOs are issued in two or more classes or series with varying maturities and stated rates of interest determined by the issuer . Senior CMO classes will typically have priority over residual CMO classes as to the receipt of principal and/or interest payments on the underlying mortgages. Because the interest and principal payments on the underlying mortgages are not passed through to holders of CMOs, CMOs of varying maturities may be secured by the same pool of mortgages, the payments on which are used to pay interest to each class and to retire successive maturities in sequence. CMOs are designed to be retired as the underlying mortgages are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of CMO first to mature generally will be retired prior to maturity. Therefore, although in most cases the issuer of CMOs will not supply additional collateral in the event of such prepayments, there will be sufficient collateral to secure CMOs that remain outstanding . Floating rate CMO tranches carry interest rates that are tied in a fixed relationship to an index, such as the London Interbank Offered Rate (LIBOR), the Constant Maturity Treasury (CMT) or the Cost of Funds Index (COFI), subject to an upper limit, or "cap," and sometimes to a lower limit, or "floor." Currently, Global Macro and Investment Portfolio’s investment adviser will consider privately issued CMOs or other mortgage-backed securities as possible investments for a Portfolio only when the mortgage collateral is insured, guaranteed or otherwise backed by the U.S. Government or one or more of its agencies or instrumentalities ( e.g., insured by the Federal Housing Administration or Farmers Home Administration or guaranteed by the Administrator of Veterans Affairs or consisting in whole or in part of U . S. Government securities).

    ^

    U.S. Government Securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (d) the credit of the agency or instrumentality. A Portfolio may also invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, FHLMC, FNMA, GNMA, Student Loan Marketing Association, United States Postal Service, Small Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because the U.S. Government generally is not obligated to provide support to its instrumentalities, a Portfolio will invest in obligations issued by these instrumentalities only if the investment adviser determines that the credit risk with respect to such obligations is minimal.

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    The principal of and/or interest on certain U.S. Government securities which may be purchased by a Portfolio could be (a) payable in foreign currencies rather than U.S. dollars or (b) increased or diminished as a result of changes in the value of the U.S. dollar relative to the value of foreign currencies. The value of such portfolio securities denominated in foreign currencies may be affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar.

    Stripped Mortgage-Backed Securities ("SMBS"). A Portfolio may invest in SMBS, which are derivative multiclass mortgage securities. A Portfolio may only invest in SMBS issued or guaranteed by the U.S. Government, its agencies or instrumentalities. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgages. A common type of SMBS will have one class receiving all of the interest from the mortgages, while the other class will receive all of the principal. However, in some instances, one class will receive some of the interest and most of the principal while the other class will receive most of the interest and the remainder of the principal. If the underlying mortgages experience greater than anticipated prepayments of principal, a Portfolio may fail to fully recoup its initial investment in these securities. Although the market for such securities is increasingly liquid, certain SMBS may not be readily marketable and will be considered illiquid for purposes of a Portfolio’s limitation on investments in illiquid securities. The determination of whether a particular SMBS is liquid will be made by the investment adviser under guidelines and standards established by the Trustees of a Portfolio. The market value of the class consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest from mortgages are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. The investment adviser will seek to manage these risks (and potential benefits) by investing in a variety of such securities and by using certain hedging techniques.

    Indexed Securities. A Portfolio may invest in securities that fluctuate in value with an index. Such securities generally will either be issued by the U.S. Government or one of its agencies or instrumentalities or, if privately issued, collateralized by mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, its agencies or instrumentalities. The interest rate or, in some cases, the principal payable at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices, securities prices or other financial indicators (“reference prices”). An indexed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price. Thus, indexed securities may decline in value due to adverse market changes in reference prices. Because indexed securities derive their value from another instrument, security or index, they are considered derivative debt securities, and are subject to different combinations of prepayment, extension, interest rate and/or other market risks. The indexed securities purchased by a Portfolio may include interest only (“IO”) and principal only (“PO”) securities, floating rate securities linked to the Cost of Funds Index (“COFI floaters”), other “lagging rate” floating securities, floating rate securities that are subject to a maximum interest rate (“capped floaters”), leveraged floating rate securities (“super floaters”), leveraged inverse floating rate securities (“inverse floaters”), dual index floaters, range floaters, index amortizing notes and various currency indexed notes.

    Risks of Certain Mortgage-Backed and Indexed Securities. The risk of early prepayments is the risk associated with mortgage IOs, super floaters and other leveraged floating rate mortgage-backed securities. The primary risks associated with COFI floaters, other “lagging rate” floaters, capped floaters, inverse floaters, POs and leveraged inverse IOs are the potential extension of average life and/or depreciation due to rising interest rates. Although not mortgage-backed securities, index amortizing notes and other callable securities are subject to extension risk resulting from the issuer’s failure to exercise its option to call or redeem the notes before their stated maturity date. The residual classes of CMOs are subject to both prepayment and extension risk.

    Other types of floating rate derivative debt securities present more complex types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield curve floaters are subject to depreciation in the event of an unfavorable change in the spread between two designated interest rates. The market values of currency-linked securities may be very volatile and may decline during periods of unstable currency exchange rates.

    Mortgage Rolls. A Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. During the roll period, a Portfolio forgoes principal and interest paid on the mortgage-backed securities. A Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sales. A “covered roll” is a specific type of dollar roll for which there is an offsetting cash position or a cash

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    equivalent security position which matures on or before the forward settlement date of the dollar roll transaction. A Portfolio will only enter into covered rolls. Covered rolls are not treated as a borrowing or other senior security and will be excluded from the calculation of a Portfolio’s borrowings and other senior securities.

    Auction Rate Securities. Auction rate securities, such as auction preferred shares of closed-end investment companies, are preferred stocks and debt securities with dividends/coupons based on a rate set at auction. The auction is usually held weekly for each series of a security, but may be held less frequently. The auction sets the rate, and securities may be bought and sold at the auction. The auction agent reviews orders from financial intermediaries on behalf of existing shareholders that wish to sell, hold at the auction rate, or hold only at a specified rate, and on behalf of potential shareholders that wish to buy the securities. In the event that an auction "fails" (such as if supply exceeds demand for such securities at an auction), the Fund may not be able to easily sell auction rate securities it holds and the auction agent may lower the rate paid to holders of such securities.

    ^

    Structure of Senior Loans. Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may invest in interests in senior floating rate loans ("Senior Loans"). A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the Senior Loan on behalf of the other Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan Investors.

    Senior Loans primarily include senior floating rate loans and secondarily senior floating rate debt obligations (including those issued by an asset-backed pool), and interests therein. Loan interests primarily take the form of assignments purchased in the primary or secondary market. Loan interests may also take the form of participation interests in, or novations of a Senior Loan. Such loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are Loan Investors or from other investors in loan interests.

    ^ A Portfolio typically purchases “Assignments” from the Agent or other Loan Investors. The purchase of an Assignment typically succeeds to all the rights and obligations under the Loan Agreement of the assigning Loan Investor and becomes a Loan Investor under the Loan Agreement with the same rights and obligations as the assigning Loan Investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Loan Investor.

    ^ A Portfolio also may invest in “Participations”. Participations by ^ a Portfolio in a Loan Investor’s portion of a Senior Loan typically will result in the Portfolio having a contractual relationship only with such Loan Investor, not with the Borrower. As a result, ^ a Portfolio may have the right to receive payments of principal, interest and any fees to which it is entitled only from the Loan Investor selling the Participation and only upon receipt by such Loan Investor of such payments from the Borrower. In connection with purchasing Participations, ^ a Portfolio generally will have no right to enforce compliance by the Borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other Loan Investors through set-off against the Borrower and the Portfolio may not directly benefit from the collateral supporting the Senior Loan in which it has purchased the Participation. As a result, ^ a Portfolio may assume the credit risk of both the Borrower and the Loan Investor selling the Participation. In the event of the insolvency of the Loan Investor selling a Participation, ^ the Portfolio may be treated as a general creditor of such Loan Investor. The selling Loan Investors and other persons interpositioned between such Loan Investors and ^ a Portfolio with respect to such Participations will likely conduct their principal business activities in the banking, finance and financial services industries. Persons engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, governmental regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally.

    ^ A Portfolio will only acquire Participations if the Loan Investor selling the Participation, and any other persons interpositioned between the Portfolio and the Loan Investor, at the time of investment has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by Standard & Poor’s Ratings Group (“S&P”) or Baa or P-3 or higher by Moody’s Investors Service, Inc. (“Moody’s”) or comparably rated by another nationally recognized rating agency (each a “Rating Agency”)) or determined by the investment adviser to be of comparable quality. Securities rated Baa by Moody’s have speculative characteristics. Similarly, ^ a Portfolio will purchase an Assignment or Participation or act as a Loan Investor with respect to a syndicated Senior Loan only where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or deposit obligations rated investment grade or determined by the investment adviser

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    to be of comparable quality. Long-term debt rated BBB by S&P is regarded by S&P as having adequate capacity to pay interest and repay principal and debt rated Baa by Moody’s is regarded by Moody’s as a medium grade obligation, i.e. , it is neither highly protected nor poorly secured. Commercial paper rated A-3 by S&P indicates that S&P believes such obligations exhibit adequate protection parameters but that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation and issues of commercial paper rated P-3 by Moody’s are considered by Moody’s to have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced.

    Loan Collateral. In order to borrow money pursuant to a Senior Loan, a Borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the Borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a Borrower’s obligations under a Senior Loan.

    Certain Fees Paid to ^ a Portfolio. In the process of buying, selling and holding Senior Loans, ^ a Portfolio may receive and/ or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When ^ a Portfolio buys a Senior Loan it may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, ^ a Portfolio may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, ^ a Portfolio may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a Borrower. Other fees received by ^ a Portfolio may include amendment fees.

    Borrower Covenants. A Borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the Borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the Borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the Borrower to prepay the Loan with any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e. , the Agent, or the Loan Investors directly, as the case may be, has the right to call the outstanding Senior Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the Borrower may involve a risk of fraud by the Borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as waiving a breach of a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

    Administration of Loans. In a typical Senior Loan the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the Borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. ^ A Portfolio will generally rely upon the Agent or an intermediate participant to receive and forward to the Portfolio its portion of the principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement ^ a Portfolio has direct recourse against the Borrower, the Portfolio will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the Borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the Borrower. The seller of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the Borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the participants in the Senior Loan. The Agent is compensated by the Borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, ^ a Portfolio will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of ^ a Portfolio and the other Loan Investors pursuant to the applicable Loan Agreement.

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    A financial institution’s appointment as Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of ^ a Portfolio were determined to be subject to the claims of the Agent’s general creditors, the Portfolio might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

    Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which Borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the Borrower and competitive conditions among Loan Investors, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Portfolio derives interest income will be reduced. However, ^ a Portfolio may receive both a prepayment penalty fee from the prepaying Borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect Fund performance because the Portfolio should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of such fees may mitigate any adverse impact on Fund yield.

    Other Information Regarding Senior Loans. From time to time the investment adviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in Senior Loans to or acquire them from ^ a Portfolio or may be intermediate participants with respect to Senior Loans in which the Portfolio owns interests. Such banks may also act as Agents for Senior Loans held by ^ a Portfolio.

    ^ A Portfolio may purchase and retain in its portfolio a Senior Loan where the Borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, ^ the Portfolio may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan.

    ^ A Portfolio may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a Borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. ^ A Portfolio may also invest in Senior Loans of Borrowers that have obtained bridge loans from other parties. A Borrower’s use of bridge loans involves a risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness.

    ^ A Portfolio will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be undercollateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, ^ a Portfolio may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the Borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a Borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan. However, the Borrower’s ability to dispose of such securities, other than in connection with such pledge or replacement, will be strictly limited for the protection of the holders of Senior Loans and, indirectly, Senior Loans.

    Lenders can be sued by other creditors and shareholders. Losses could be greater than the original loan amount and occur years after the loan’s recovery. If a Borrower becomes involved in bankruptcy proceedings, a court may invalidate ^ a Portfolio’s security interest in the loan collateral or subordinate the Portfolio’s rights under the Senior Loan to the interests of the Borrower’s unsecured creditors or cause interest previously paid to be refunded to the Borrower. If a court required interest to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Borrower did not receive fair consideration for granting the security interest in the loan collateral to the Portfolio. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Borrower, but were instead paid to other persons (such as shareholders of the Borrower) in an amount which left the Borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the

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    invalidation of ^ the Portfolio’s security interest in loan collateral. If ^ a Portfolio’s security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a Borrower in bankruptcy or other proceedings, the Portfolio would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Portfolio could also have to refund interest (see the Prospectus for additional information).

    ^ A Portfolio may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a Borrower or its affiliates. The acquisition of such equity securities will only be incidental to ^ a Portfolio’s purchase of a Senior Loan. A ^Portfolio may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a Borrower, or if such acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or would otherwise be consistent with ^ a Portfolio’s investment policies.

    Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

    Junior Loans. ^Boston Income Portfolio, Floating Rate Portfolio and High Income ^ Portfolio may invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans ("Junior Loans"). Second lien loans are generally ^second in line in terms of repayment priority. A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets, such as property, plants, or equipment. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset sale.

    Bridge loans or bridge facilities are short-term loan arrangements ( e.g. , 12 to 18 months) typically made by a Borrower in anticipation of intermediate-term or long-term permanent financing. Most bridge loans are structured as floating-rate debt with step-up provisions under which the interest rate on the bridge loan rises the longer the loan remains outstanding. In addition, bridge loans commonly contain a conversion feature that allows the bridge loan investor to convert its loan interest into senior exchange notes if the loan has not been prepaid in full on or prior to its maturity date. Bridge loans may be subordinate to other debt and may be secured or unsecured. Like any loan, bridge loans involve credit risk. Bridge loans are generally made with the expectation that the Borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the bridge loan investor to increased risk. A Borrower’s use of bridge loans also involves the risk that the Borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the Borrower’s perceived creditworthiness. From time to time, a Portfolio may make a commitment to participate in a bridge loan facility, obligating itself to participate in the facility ^ if it funds. In return for this commitment, the Portfolio receives a fee. BMR intends to limit any such commitments to less than 5% of each Portfolio’s assets.

    Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower.

    A Portfolio may purchase Junior Loan interests either in the form of an assignment or a loan participation. As the purchaser of an assignment, the Portfolio would typically succeed to all of the rights and obligations of the assigning investor under the loan documents. In contrast, loan participations typically result in the purchaser having a contractual relationship only with the seller of the loan interest, not with the Borrower. As a result, the loan is not transferred to the loan participant. The loan participant’s right to receive payments from the Borrower derives from the seller of the loan participation. The loan participant will generally have no right to enforce compliance by the Borrower with the terms of the loan agreement. Lastly, the loan participant’s voting rights may be limited.

    ^

    Foreign Investments. Because foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could affect investments in those countries.

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    Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities 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.

    American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) may be purchased. ADRs, EDRs and GDRs 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 the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. markets, exchange risk. ADRs, EDRs and GDRs 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 or other shareholder rights, and they may be less liquid

    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 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 United States 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 derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.

    Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Global Macro Portfolio typically uses such contracts to enhance returns or as a substitute for purchasing or selling securities. Such contracts may also be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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 held that are 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. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different currency if the investment adviser determines that there is an established historical pattern of correlation between the two currencies (or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.

    Currency swaps involve the exchange of rights to make or receive payments in specified currencies and are individually negotiated. The entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The credit quality of the unsecured senior debt or the claims-paying ability of the other party thereto must be considered to be investment grade by the investment adviser at the time the swap is entered into. The use of currency swaps is a highly specialized activity which involves special investment techniques and risks. If the investment adviser is incorrect in its forecasts of market value and currency exchange rates, performance may be adversely affected.

    Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

    Derivative Instruments. Derivative instruments (which are instruments that derive their value from another instrument, security, index or currency) may be purchased or sold to enhance return (which may be considered speculative) to hedge against fluctuations in securities prices, market conditions or currency exchange rates, or as a substitute for the purchase

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    or sale of securities or currencies. Such transactions may be in the United States or abroad and may include the purchase or sale of futures contracts on securities, securities and other indices, other financial instruments or currencies; options on futures contracts and stock index futures, exchange-traded and over-the-counter options on securities, indices or currencies, including exotic options; the purchase of put options and the sale of call options on securities held, equity swaps, and the purchase and sale of currency futures, forward foreign currency exchange contracts; warrants; interest rate, total return, credit default and currency swaps.  A Portfolio may enter into stock index futures and options for such purposes only when the investment adviser believes there is a correlation between the composition of part of the Portfolio and the underlying index.

    Transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions. Derivative instruments may sometimes increase or leverage exposure to a particular market risk, thereby increasing price volatility of derivative instruments a Portfolio holds. Each Portfolio’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and a Portfolio’s assets.

    Over-the-counter (“OTC”) derivative instruments involve an enhanced risk that the issuer or counterparty will fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous day’s settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. 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 use of derivative instruments. Each Portfolio has claimed an exclusion from the definition of a Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefore is not subject to registration as a CPO. The use of derivatives are highly specialized activities that involve skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous to a Portfolio. Each Portfolio will engage in transactions in futures contracts and regulated options only to the extent such transactions are consistent with the requirements of the Code for maintaining the qualification of the Fund as a regulated investment company for federal income tax purposes.

    Foreign exchange traded futures contracts and options thereon may be used only if the investment adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that are materially greater than the risks associated with trading on CFTC-regulated exchanges.

    A put option on a security may be written only if the investment adviser intends to acquire the security. For Investment Grade Income Portfolio credit exposure on equity swaps to any one counterparty will be limited to 5% or less of net assets. Call options written on securities by the Portfolio will be covered by ownership of the securities subject to the call option or an offsetting option.

    Investment Grade Income Portfolio may invest in putable certificates, which are issued by a pass-through trust owning a corporate bond with a put option that allows the investor to convert the fixed-coupon bond into a cash instrument, essentially removing the interest rate risk. The trusts that issues putable certificates are sponsored by investment banking firms that also serve as counterparty to the put option. Putable certificates generally offer all the benefits of a traditional putable bond.

    Prepayment Derivatives. Global Macro Portfolio and Investment Portfolio may trade derivatives on various measures of prepayment rates of residential mortgages to help manage exposure to risks arising from changes in mortgage prepayment

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    rates. Each Portfolio may also invest in these investments to enhance return. The Portfolio’s investments in prepayment derivatives for non-hedging purposes are limited to 5% of the Portfolio’s total assets. Prepayment derivatives are currently offered in an auction format in the form of options and forwards. The risks associated with the prepayment derivatives currently being offered are similar in nature to the risks associated with options generally including risk of loss or depreciation due to unanticipated adverse changes in securities prices, interest rates, or other underlying market measures (such as mortgage prepayment rates); the inability to close out a position; default by a counterparty; and imperfect correlation between a position and the desired hedge. Moreover, because these derivatives are new, they may be subject to additional liquidity risk. Lastly, the trading of prepayment derivatives through the auction process presents certain risks that differ from those associated with other types of over-the-counter derivatives. For example, unlike conventional over-the-counter derivatives, which are generally binding on the parties when they agree on the material terms, prepayment derivatives entered into through an auction are not binding until the publication of “clearing levels,” regardless of when orders are received or accepted or entered into the auction process. Other auction related risks include the possibility that any given auction may be canceled or, prior to an auction’s open, the terms of the auction or the prepayment derivative being offered in that auction may be modified.

    Credit Default Swap Contracts. Global Macro Portfolio, Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may enter credit default swap contracts. When a Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed upon) value of a referenced debt obligation from the counterparty to the contract in the event of a default by a third party (such as a U.S. or corporate issuer) on the debt obligation. In return, the Portfolio would pay the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Portfolio would have made the payments and received no benefit from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay upon default of the referenced debt obligation. As the seller, the Portfolio would effectively add leverage because in addition to its total assets, it would be subject to investment exposure on the notional amount of the swap. These transactions involve certain risks, including that the seller may be unable to fulfill its obligations in the transaction.

    Credit Linked Notes and Similar Structured Investments. Global Macro Portfolio, Boston Income Portfolio, Floating Rate Portfolio and High Income Portfolio may also purchase credit linked notes and, in the case of Global Macro Portfolio, similar structured investments. Credit linked notes are synthetic obligations between two or more parties where the payment of principal and/or interest is based on the performance of some obligation, basket of obligations, index or economic indicator (a "reference obligation"). In addition to the credit risk associated with the reference obligation and interest rate risk, the buyer and seller of a credit linked noted or similar structured investment are subject to counterparty risk.

    Credit Derivatives. Global Macro Portfolio and Investment Grade Income Portfolio may invest in credit derivatives (that are instruments that derive their value from the credit risks of an entity or group of entities) which may be purchased or sold to enhance return, to hedge against fluctuations in securities prices, interest rates and market conditions, or as a substitute for the purchase and sale of securities. From time to time the Fund may use credit derivatives to gain a particular exposure to credit risk. Credit derivatives utilized may include credit default swaps, total return swaps or OTC options, where the reference entity (or obligation) is a single entity, a group of entities or an index. The reference entity or entities may be a corporation, the federal government and any of its agencies or instrumentalities, and foreign governments or any of their agencies or instrumentalities. The credit rating of the reference entity will be limited to a rating of BBB or higher by a nationally recognized statistical rating organization for Investment Grade Income Portfolio only. In a credit default swap, the buyer of credit protection (or seller of credit risk) agrees to pay the counterparty a fixed, periodic premium for a specified term. In return, the counterparty agrees to pay a contingent payment to the buyer in the event of an agreed upon credit occurrence with respect to a particular reference entity. In a total return swap, the buyer receives a periodic return equal to the total economic return of a specified security, securities or index, for a specified period of time. In return, the buyer pays the counterparty a variable stream of payments, typically based upon short term interest rates, possibly plus or minus an agreed upon spread. Credit options are options whereby the purchaser has the right, but not the obligation, to enter into a transaction involving either an asset with inherent credit risk or a credit derivative, at terms specified at the initiation of the option. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

    Interest Rate and Total Return Swaps and Forward Rate Contracts. Boston Income and High Income Portfolios may enter into interest rate swaps. Global Macro, Floating Rate and Investment Portfolios will enter into interest rate and total return swaps only on a net basis, i.e. , the two payment streams are netted out, with a Portfolio receiving or paying, as the case may be, only the net amount of the two payments. Inasmuch as these transactions are entered into for good faith hedging purposes and because a segregated account will be used, a Portfolio will not treat them as being subject to a Portfolio’s borrowing restrictions. The net amount of the excess, if any, of a Portfolio’s obligations over its entitlements with respect

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    to each interest rate or total return swap will be accrued on a daily basis and an amount of cash or liquid securities having an aggregated asset value at least equal to the accrued excess will be segregated by a Portfolio’s custodian. If there is a default by the other party to such a transaction, a Portfolio will have contractual remedies pursuant to the agreements related to the transaction.

    Boston Income Portfolio and High Income Portfolio may also enter forward rate contracts. Under these contracts, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates.

    Derivatives on Economic Indices. Global Macro Portfolio may trade derivatives on economic data releases, such as, but not limited to, employment, retail sales, industrial production, inflation, consumer sentiment and economic growth to minimize exposure to adverse market movements in response to the release of economic data and to enhance return. Derivatives on economic indices are currently offered in an auction format and are booked and settled as OTC options. Participants buy and sell these options by submitting limit order bids and offers. Auctions take place at least 24 hours prior to the release of the applicable economic data. At the close of the auction, orders are filled at the best available price, but within the parameters of the order. Prices of the options are based on the relative demand for their implied outcome. Derivatives on economic statistics are subject to risks similar to those applicable to the derivative instruments described above but may also be subject to additional liquidity risk.

    Short Sales. Each Portfolio may seek to hedge investments or realize additional gains through short sales. Short sales are transactions in which a Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer. It is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold. Until the security is replaced, the Portfolio is required to repay the lender any dividends or interest which accrue during the period of the loan. To borrow the security, it also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. The Portfolio also will incur transaction costs in effecting short sales. It will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. The Portfolio will realize a gain if the price of the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest it may be required to pay, if any, in connection with a short sale.

    Each Portfolio may engage in short sales “against-the-box”. Such transactions occur when the Portfolio sells a security short and it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation, or holds cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short. 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 by the lender, causing a taxable gain to be recognized. Tax rules regarding constructive sales of appreciated financial positions may also require the recognition of gains prior to the closing out of short sales against the box and other risk-reduction transaction.

    Repurchase Agreements. Global Macro Portfolio, Investment Grade Income Portfolio and Investment Portfolio may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a specified date and price) with respect to each Portfolio’s permitted investments. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

    Reverse Repurchase Agreements. Global Macro Portfolio and Investment Portfolio may enter into reverse repurchase agreements. Under a reverse repurchase agreement, the Portfolio temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Portfolio agrees to repurchase the instrument at an agreed upon time (normally within seven days) and price, which reflects an interest payment. Each Portfolio may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. Each Portfolio could also enter into reverse repurchase agreements as a means of raising cash to satisfy redemption requests without the necessity of selling portfolio assets.

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    When a Portfolio enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Portfolio’s assets. As a result, such transactions may increase fluctuations in the market value of the Portfolio’s assets. While there is a risk that large fluctuations in the market value of the Portfolio’s assets could affect net asset value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the investment adviser. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will be treated as subject to investment restrictions regarding “borrowings.” If a Portfolio reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Portfolio’s yield.

    Concentration. Global Macro Portfolio and Investment Portfolio may concentrate investments in obligations of domestic and foreign companies in the group consisting of the banking and the financial services industries. Companies in the banking industry include U.S. and foreign commercial banking institutions (including their parent holding companies). Companies in the financial services industry include finance companies, diversified financial services companies and insurance and insurance holding companies. Companies engaged primarily in the investment banking, securities, investment advisory or investment company business are not deemed to be in the financial services industry for this purpose. These securities may be affected by economic or regulatory developments in or related to such industries. Sustained increases in interest rates can adversely affect the availability and cost of funds for an institution’s lending activities, and a deterioration in general economic conditions could increase the institution’s exposure to credit losses.

    When-Issued Securities and Forward Commitments. Securities may be purchased on a “forward commitment” or “when-issued” basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails to consummate the transaction, the counterparty may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment or when-issued transactions may be expected to occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction. Forward commitment or when-issued transactions are not entered into for the purpose of investment leverage.

    Global Macro Portfolio and Investment Portfolio may each enter into forward commitments to purchase generic U.S. government agency MBS ("Generic MBS"), with the total amount of such outstanding commitments not to exceed 10% of each portfolio’s total net assets. The Portfolios may each enter into forward commitments to sell Generic MBS, with the total amount of such outstanding commitments not to exceed 50% of each portfolio’s MBS holdings.

    Zero Coupon Bonds. Boston Income Portfolio and High Income Portfolio may invest in zero coupon bonds, deferred interest bonds and bonds or preferred stocks on which the interest is payable in-kind (“PIK securities”). Zero coupon and deferred interest bonds are debt obligations which are issued at a significant discount from face value. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. PIK securities provide that the issuer thereof may, at its option, pay interest in cash or in the form of additional securities. Such investments may experience greater volatility in market value due to changes in interest rates. Each Portfolio accrues income on these investments and is required to distribute its share of Portfolio income each year. Each Portfolio may be required to sell securities to obtain cash needed for income distributions.

    Equity Investments. From time to time, when consistent with its investment objective, Global Macro Portfolio may invest less than 5% of its net assets in non-income producing common stocks or other non-income producing equity securities. Equity securities Global Macro Portfolio receives upon conversion of convertible securities, such as convertible bonds, may be retained. Global Macro Portfolio may also purchase warrants. Boston Income Portfolio and High Income Portfolio may invest in common stocks, preferred stocks, warrants and other equity securities when consistent with a Portfolio’s objective or acquired as part of a fixed-income security. Equity investments for Investment Grade Income Portfolio include common and preferred stocks; equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; convertible preferred stocks and other convertible debt instruments; and warrants. Equity securities are sensitive to stock market volatility. Changes in stock market values can be sudden and unpredictable. Even if values rebound, there is no assurance they will return to previous levels. Warrants are options to purchase equity securities at a specific price valid for a specific period of time. They create no ownership rights in the underlying security and pay no dividends. The price of warrants does not necessarily move parallel to the price of the underlying security.

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    Real Estate Investment Trusts. Global Macro Portfolio and Investment Grade Income Portfolio may invest in real estate investment trusts ("REITs"), and therefore, are subject to the special risks associated with the real estate industry and market to the extent a Portfolio invests in REITs. Securities of companies in the real estate industry such as REITs are sensitive to factors such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types. Investments in REITs may also be adversely affected by rising interest rates.

    By investing in REITs indirectly through a Portfolio, the Fund will bear REIT expenses in addition to Portfolio expenses.

    Pooled Investment Vehicles. Each Portfolio (except Investment Grade Income Portfolio) reserves the right to invest up to 10% of its total assets, calculated at the time of purchase, in the securities of pooled investment vehicles including other investment companies unaffiliated with the investment adviser. Each Portfolio will indirectly bear its proportionate share of any management fees paid by pooled investment vehicles in which it invests in addition to the advisory fee paid by the Portfolio. Please refer to “Cash Equivalents” for additional information about investment in other investment companies. The 10% limitation does not apply to investments in money market funds and certain other pooled investment vehicles. If a Portfolio invests in Cash Management Portfolio, an affiliated money market fund, the management fee paid on such investment will be credited against the Portfolio management fee.

    Investment Company Securities. Global Macro Portfolio may invest in closed-end investment companies which invest primarily in debt securities the Portfolio could invest in and Floating Rate Portfolio may invest in closed-end investment companies which invest in floating rate instruments. The value of common shares of closed-end investment companies, which are generally traded on an exchange, is affected by the demand for those securities regardless of the demand for the underlying portfolio assets. Investment Grade Income Portfolio reserves the right to invest up to 10% of its total assets, calculated at the time of purchase, in the securities of other investment companies unaffiliated with the investment adviser. Investment Grade Income Portfolio will indirectly bear its proportionate share of any management fees paid by investment companies in which it invests in addition to the advisory fee paid by the Portfolio so investors in the Fund will be subject to a duplication of fees.

    Asset Coverage. To the extent required by SEC guidelines, each Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

    Lending Portfolio Securities. As described in the Prospectus, ^ a Portfolio may lend a portion of its portfolio securities to broker-dealers or other institutional borrowers. Loans will be made only to organizations whose credit quality or claims paying ability is considered by the investment adviser to be at least investment grade at the time a loan is made. All securities loans will be collateralized on a continuous basis by cash or U.S. government securities having a value, marked to market daily, of at least 100% of the market value of the loaned securities. ^ A Portfolio may receive loan fees in connection with loans that are collateralized by securities or on loans of securities for which there is special demand.

    ^ Global Macro Portfolio and Investment Portfolio may also seek to earn income and enhance total return on securities loans by reinvesting cash collateral in any other securities consistent with ^ each Portfolio’s investment objective and policies, seeking to invest at rates that are higher than the “rebate” rate that ^ they normally will pay to the borrower with respect to such cash collateral. Any such reinvestment will be subject to the investment policies, restrictions and risk considerations described in the Prospectus and in this Statement of Additional Information.

    Securities loans may result in delays in recovering, or a failure of the borrower to return, the loaned securities. The defaulting borrower ordinarily would be liable to ^ a Portfolio for any losses resulting from such delays or failures, and the collateral provided in connection with the loan normally would also be available for that purpose. Securities loans normally may be terminated by either ^ a Portfolio or the borrower at any time. Upon termination and return of the loaned securities, ^ a Portfolio would be required to return the related collateral to the borrower and, if this collateral has been reinvested, it may be required to liquidate portfolio securities in order to do so. To the extent that such securities have decreased in value, this may result in ^ a portfolio realizing a loss at a time when it would not otherwise do so. ^ A Portfolio also may incur losses if it is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers

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    and related administrative costs. These risks are substantially the same as those incurred through investment leverage, and will be subject to the investment policies, restrictions and risk considerations described in the Prospectus and Statement of Additional Information.

    ^ Global Macro Portfolio and Investment Portfolio will receive amounts equivalent to any interest or other distributions paid on securities while they are on loan, and ^ a Portfolio will not be entitled to exercise voting or other beneficial rights on loaned securities. ^ A Portfolio will exercise its right to terminate loans and thereby regain these rights whenever the investment adviser considers it to be in ^ the Portfolio’s interest to do so, taking into account the related loss of reinvestment income and other factors.

    ^

    Illiquid Securities. Each Portfolio may invest not more than 15% of net assets in illiquid securities. Illiquid securities include securities legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the investment adviser pursuant to procedures adopted by the Trustees, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. If each 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.

    It may be difficult to sell such securities at a price representing the fair value until such time as such securities may be sold publicly. Where registration is required, a considerable period may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, each Portfolio may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. Each Portfolio may also acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.

    Money Market Instruments. Certificates of deposit are certificates issued against funds deposited in a commercial bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. Bankers’ acceptances are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed “accepted” when a bank guarantees their payment at maturity.

    Money market instruments are often acquired directly from the issuers thereof or otherwise are normally traded on a net basis (without commission) through broker-dealers and banks acting for their own account. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market, and the difference is customarily referred to as the spread. In selecting firms which will execute portfolio transactions, BMR and Eaton Vance judge such executing firms’ professional ability and quality of service and use their best efforts to obtain execution at prices which are advantageous and at reasonably competitive spreads. Subject to the foregoing, BMR and Eaton Vance may consider sales of shares of a fund or of other investment companies sponsored by BMR or Eaton Vance as a factor in the selection of firms to execute portfolio transactions.

    Warrants. Boston Income and High Income Portfolios may from time to time invest a portion of their assets in warrants. Warrants are an option to purchase equity securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. Warrants may become valueless if not sold or exercised prior to their expiration. Warrants have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. (Canadian special warrants issued in private placements prior to a public offering are not considered warrants for purposes of a Portfolio’s investment restrictions).

    Short-Term Trading. Securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in anticipation of a market rise (a decline in interest rates) and later sold. In addition, a security may be sold and another purchased at approximately the same time to take advantage of what the Portfolio believes to be a temporary disparity in the normal yield relationship between the two securities. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, such as changes in the overall demand for or supply of various types of fixed-income securities or changes in the investment objectives of investors.

    Cash Equivalents. Each Portfolio may invest in cash equivalents to invest daily cash balances or for temporary defensive purposes. Global Macro Portfolio and Investment Grade Income Portfolio may also invest in such instruments in pursuit of its objective. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government obligations and may include Cash Management Portfolio, an affiliated money market fund which invests in such short-term securities.

    16


    Portfolio Turnover. A Portfolio cannot accurately predict its portfolio turnover rate, but it is anticipated that the annual turnover rates of ^ Global Macro Portfolio and Investment Grade Income Portfolio will generally not exceed 100% (excluding turnover of securities having a maturity of one year or less). A 100% annual turnover rate could occur, for example, if all the securities held by the ^ Portfolio were replaced in a period of one year. Annual turnover rates of Boston Income Portfolio and High Income Portfolio may exceed 100% (excluding turnover of securities having a maturity of one year or less). A high turnover rate (such as 100% or more) necessarily involves greater expenses to the ^ Portfolio and may result in the realization of substantial net short-term capital gains. ^ Global Macro Portfolio may engage in active short-term trading to benefit from yield disparities among different issues of securities or among the markets for fixed-income securities of different countries, to seek short-term profits during periods of fluctuating interest rates, or for other reasons. Such trading will increase the ^ Portfolio ’s rate of turnover and may increase the incidence of net short-term capital gains allocated to the Fund by the ^ Portfolio which, upon distribution by the Fund, are taxable to Fund shareholders as ordinary income.

    Diversified Status. ^ Each Portfolio (with the exception of Global Macro Portfolio) is a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. Government obligations) and (2) it may not own more than 10% of the outstanding voting securities of any one ^ issuer. With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

    INVESTMENT RESTRICTIONS

    The following investment restrictions of the 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)      Purchase any security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if such purchase, at the time thereof, would cause 25% or more of the Fund’s total assets (taken at market value) to be invested in the securities of issuers in any single industry, provided that the electric, gas and telephone utility industries shall be treated as separate industries for purposes of this restriction;
     
    (2)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (3)      Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;
     
    (4)      Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;
     
    (5)      Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
     
    (6)      Purchase or sell physical commodities or futures contracts for the purchase or sale of physical commodities, provided that the Fund may enter into all types of futures and forward contracts on currency, securities and securities, economic and other indices and may purchase and sell options on such futures contracts; or
     
    (7)      Make loans to any person, except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements, and (c) lending portfolio securities.
     

    In connection with Restriction (2) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money, except for the limited purposes described in the prospectus.

    Notwithstanding the investment policies and restrictions of the Fund, the Fund may invest all of its investable assets in an open-end management investment company 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 investment adviser as the Portfolio (or

    17


    an affiliate) if, with respect to such assets, the other companies’ permitted investments are substantially the same as those of the Fund.

    Each Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by the Fund, except that:

         (a) Boston Income, High Income, Investment Grade Income Portfolio and Investment Portfolios may not, with respect to 75% of total assets of a Portfolio, purchase any security if such purchase, at the time thereof, would cause more than 5% of the total assets of the Portfolio (taken at market value) to be invested in the securities of a single issuer, or cause more than 10% of the total outstanding voting securities of such issuer to be held by the Portfolio, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies; or

         (b) For purposes of the concentration policy set forth in restriction (1) above, Investment Grade Income Portfolio treats the electric, gas, water and telephone industries, commercial banks, thrift institutions and finance companies as separate industries for the purpose of the 25% test and Floating Rate Portfolio treats the electric, gas, water and telephone utility industries, commercial banks, thrift institutions and finance companies as separate industries for the purpose of the 25% test and has no limitation with respect to obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities; and

    (c) For the purposes of restriction (7) above, Floating Rate and Investment Portfolio s may lend cash consistent with applicable law.

    (d) Investment Portfolio may not purchase any securities or evidence 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;

    (e) For the purposes of restriction (5) above, Investment Portfolio may also buy or sell commodities or commodity contracts for the purchase or sale of physical commodities .

    The following nonfundamental investment policies have been adopted by the Fund and each Portfolio. A nonfundamental investment policy may be changed by the Trustees with respect to the Fund without approval by the Fund’s shareholders or, with respect to a Portfolio, without approval of the Fund or its other investors. The Fund and each Portfolio will not:

    In addition, to the extent a registered open-end investment company acquires securities of a Portfolio in reliance on Rule 12(d)(1)(G) under the 1940 Act, such Portfolio shall not acquire any securities of a registered open-end investment company in reliance on Rule 12(d)(1)(G) or Rule 12(d)(1)(F) under the 1940 Act.

    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, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by the Fund and each Portfolio of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel the Fund and each Portfolio to dispose of such security or other asset. However, the Fund and each Portfolio must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

    MANAGEMENT AND ORGANIZATION

    Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of each Portfolio are responsible for the overall management and supervision of the affairs of the Portfolio. The Trustees and officers of the Trust and each 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. Trustees and officers of the Trust and each Portfolio hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and each Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee

    18


    and officer is The Eaton Vance Building, 255 State Street, Boston, ^ Massachusetts 02109. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance Inc. and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. EVD is the principal underwriter of the Fund (see Principal Underwriter" under "Other Service Providers"). ^ Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

    As used ^below, “ GMP" refers to Global Macro Portfolio, " BIP” refers to Boston Income Portfolio, “FRP” refers to Floating Rate Portfolio, ^ "HIP" refers to ^ High Income Portfolio, ^ "IGIP ” refers to ^ Investment Grade Income Portfolio and “^ IP ” refers to ^ Investment Portfolio.

                    Number of    
            Term of        Portfolios in Fund   Other 
        Position(s) with    Office and    Principal Occupation(s) During Past Five   Complex Overseen   Directorships 
    Name and Date of Birth    the Trust/Portfolios    Length of Service    Years   By Trustee (1)     Held 


     



     

     
     
    Interested Trustee                     
     
    JAMES B. HAWKES 
    11/9/41 
      Trustee    Trustee of the Trust since 1991; of GMP and HIP since 1992, of FRP and IGIP since 2000, of BIP since 2001 and of IP since 2002     ^ Chairman and Chief Executive Officer of EVC, BMR, Eaton Vance and EV^; Director of EV; Vice President and Director of EVD. Trustee and/or officer of ^ 1 70 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, Eaton Vance, EVC and EV, which are affiliates of the Trust and Portfolios.    ^ 170     Director of EVC 
                   
                     
                     
                     
                     
                       
                       
     
    Noninterested Trustees                   
     
    BENJAMIN C. ESTY 
    1/2/63 
      Trustee    Since 2005    Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration (since 2003). Formerly, Associate Professor, Harvard University Graduate School of Business Administration (2000-2003).    ^ 170     None 
                     
                       
                       
     
    SAMUEL L. HAYES, III 
    2/23/35 
      Chairman of the 
    Board and Trustee 
      Trustee of the Trust since 1986; of GMP and HIP since 1993, of FRP and IGIP since 2000; of BIP since 2001,  of IP since 2002  and Chairman of 
    the Board since 
    2005 ^^ 
      Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard University Graduate School of Business Administration. Director of  Yakima Products, Inc. (manufacturer of automotive accessories) (since 2001) and Director of Telect, Inc. (telecommunication services company^).    ^ 170     Director of Tiffany & Co. 
    (specialty retailer) 
               
                     
                     
                     
                       
                       
                       
                       
                       
     
    WILLIAM H. PARK 
    9/19/47 
      Trustee    Since 2003    Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since ^ 2006 ). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005^).    ^ 170     None 
                     
                       
                       
     
    RONALD A. PEARLMAN 
    7/10/40 
      Trustee    Since 2003    Professor of Law, Georgetown University Law ^ Center . ^    ^ 1 70    None 
              ^          
    ^                      
     
    NORTON H. REAMER 
    9/21/35 
      Trustee    Trustee of the Trust since 1986; of GMP and HIP since 1993, of FRP and IGIP since 2000, of BIP since 2001  and of IP since  2002     President, Chief Executive Officer and a Director of Asset Management Finance Corp. (a specialty finance company serving the investment management industry) (since October 2003). President, Unicorn 
    Corporation (an investment and financial advisory services company) (since September 2000). Formerly, Chairman and Chief Operating 
    Officer, Hellman, Jordan Management Co., Inc. (an investment management company) (2000-2003). Formerly, Advisory Director of 
    Berkshire Capital Corporation (investment banking firm) (2002-2003). ^ 
      ^ 170     None 
                   
                     
                     
                     
                     
                     
                     
                       
     
    LYNN A. STOUT 
    9/14/57 
      Trustee    Trustee of Trust, 
    GMP and HIP since 1998, of FRP and IGIP since 2000, of BIP since 2001  and of IP since  2002  
      Professor of Law, University of California at Los Angeles School of 
    ^Law^ .  
      ^ 1 70    None 
                   
                       
                       
                       
                       
                       

    19


                            Number of    
                            Portfolios in Fund     Other 
        Position(s) with    Term of Office and    Principal Occupation(s) During Past Five     Complex Overseen   Directorships 
    Name and Date of Birth    the Trust/Portfolios    Length of Service     Years    By Trustee (1)     Held 


     



     

     
    RALPH F. VERNI 
    1/26/43 
      Trustee    Since 2005        ^ Consultant and private investor.     ^ 170     ^ None  
                       
     
    Principal Officers who are not Trustees                       
        Position(s) with   
    the Trust/Portfolios   
      Term of Office and 
    Length of Service 
               
    Name and Date of Birth        Principal Occupation(s) During Past Five Years 


     

       

     
     
    THOMAS E. FAUST JR. 
    5/31/58 
      President of the Trust        Since 2002    President ^of EVC^ , ^ ^Eaton Vance, BMR and EV , and Director of EVC . ^ Chief Investment Officer of EVC, Eaton Vance and BMR. ^ ^ ^Officer of ^ 71 registered investment companies and 5 private  
    investment companies managed by Eaton Vance or BMR.   
                     
                       
     
     
    WILLIAM H. AHERN, JR. 
    7/28/59 
      Vice President of the Trust    Since  1995    Vice President of Eaton Vance and BMR.  Officer of ^ 71 registered investment companies managed by Eaton Vance or BMR.     
                     
     
     
    CYNTHIA J. CLEMSON 
    3/2/63 
      Vice President of the Trust    Since  2005    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed by Eaton Vance or BMR.     
                     
     
                               
     
    THOMAS P. HUGGINS 
    3/7/66 
      Vice President of BIP and HIP    For HIP since 2000 and for BIP 
    since 2001 
      Vice President of Eaton Vance and BMR.  Officer of 4 registered investment companies managed by Eaton Vance or BMR.     
               
     
     
    ELIZABETH S. KENYON 
    9/8/59 
      President of IGIP        Since  2002*    Vice President of Eaton Vance and BMR.  Officer of ^ 17 registered investment companies managed by Eaton Vance or BMR.     
                     
     
     
    AAMER KHAN 
    6/^ 7 /60 
      Vice President of the Trust    Since 2005    Vice President of Eaton Vance and ^ BMR . ^Officer ^of ^ 29 registered investment companies managed by Eaton Vance or BMR.     
                     
     
    ^                              
     
    DUKE E. LAFLAMME 
    7/8/69 
      Vice President of IGIP    Since 2006    Vice President of Eaton Vance and BMR.  Officer of 16 registered investment companies managed by Eaton Vance or BMR.     
                     
     
     
    THOMAS H. LUSTER 
    4/8/62 
      Vice President of the Trust and 
    IGIP   
      For the Trust since 2006 and for IGIP since 2002    Vice President of Eaton Vance and BMR.  Officer of 45 registered investment companies managed by Eaton Vance or BMR.     
         
     
     
    MICHAEL R. MACH 
    7/15/47 
      Vice President of the Trust    Since  1999    Vice President of Eaton Vance and BMR.  Officer of ^ 51 registered investment companies managed by Eaton Vance or BMR.     
                     
     
     
    ROBERT B. MACINTOSH 
    1/22/57 
      Vice President of the Trust    Since  1998    Vice President of Eaton Vance and BMR.  Officer of ^ 86 registered investment companies managed by Eaton Vance or BMR.     
                     
     
     
    SCOTT H. PAGE 
    11/30/59 
      Vice President of FRP    Since  2000    Vice President of Eaton Vance and BMR.  Officer of ^ 15 registered investment companies managed by Eaton Vance or BMR.     
                     

    20


    Position(s) with  Term of Office and 
     Name and Date of Birth  the Trust/Portfolios  Length of Service  Principal Occupation(s) During Past Five Years 




    CLIFF QUISENBERRY, JR. 
    1/1/65 
      Vice President of the Trust    Since  2006    Vice President and Director of Research and Product Development of Parametric Portfolio Associates. 
    Officer of 30 registered investment companies managed by Eaton Vance or BMR. 
                 
     
     
    DUNCAN W. RICHARDSON 
    10/26/57 
      Vice President of the Trust    Since  2001    Executive Vice President and Chief Equity Investment Officer of EVC^ , Eaton Vance and BMR. Officer of ^ 71 registered investment companies managed by Eaton Vance or BMR. 
               
     
    WALTER A. ROW, III 
    7/20/57 
      Vice President of the Trust    Since  2001    Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of ^ 33 registered investment companies managed by Eaton Vance or BMR. 
                 
     
    ^                      
     
    JUDITH A. SARYAN 
    8/21/54 
      Vice President of the Trust    Since 2003    Vice President of Eaton Vance and BMR. Officer of 50 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    SUSAN SCHIFF 
    3/13/61 
      Vice President of the Trust and  
    ^ GMP  
      Since  2002    Vice President of Eaton Vance and BMR.  Officer of ^ 30 registered investment companies managed by Eaton Vance or BMR.   
               
     
     
    THOMAS SETO 
    9/27/62 
      Vice President of the Trust    Since 2007    Vice President and Director of Portfolio Management of Parametric Portfolio Associates. Officer of  27 registered investment companies managed by Eaton Vance or BMR. 
           
     
     
    DAVID M. STEIN 
    5/4/51 
      Vice President of the Trust    Since 2007    Managing Director and Chief Investment Officer of Parametric Portfolio Associates. Officer of 27  registered investment companies managed by Eaton Vance or BMR. 
           
     
     
    PAYSON F. SWAFFIELD 
    8/13/56 
      President of FRP    Since  2002*    Vice President of Eaton Vance and BMR.  Officer of ^ 15 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    MARK S. VENEZIA 
    5/23/49 
      President of GMP and IP     Since  2002*    Vice President of Eaton Vance and BMR.  Officer of 5 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    MICHAEL W. WEILHEIMER 
    2/11/61 
      President of BIP and HIP    Since  2002*    Vice President of Eaton Vance and BMR.  Officer of ^ 24 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    WILLIAM J. AUSTIN, JR. 
    12/27/51 
      Treasurer of IGIP    Since  2002*    Vice President of Eaton Vance and BMR.  Officer of ^ 52 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    BARBARA E. CAMPBELL 
    6/19/57 
      Treasurer of the Trust    Since 2005*    Vice President of Eaton Vance and BMR.  Officer of ^ 170 registered investment companies managed by Eaton Vance or BMR.   
                 
     
     
    DAN A. MAALOULY 
    3/25/62 
      Treasurer of BIP, FRP, GMP, HIP and IP       Since 2005     Vice President of Eaton Vance and BMR.  Previously, Senior Manager at PricewaterhouseCoopers LLP (1997-2005). Officer of 71 registered investment companies managed by Eaton Vance or BMR.   
       
                   

    21


    Positions(s) with the Term of Office and
    Name and Date of Birth Trust/Portfolios Length of Service Principal Occupation(s) During Past Five Years




    ALAN R. DYNNER 
    10/10/40 
      Secretary    For the Trust, HIP and GMP since 
    1997, for FRP and IGIP since 2000, for BIP since 2001 and for  IP since 2002  
      Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance, EVD, EV and EVC. Officer of ^ 170 registered investment companies managed by Eaton Vance or BMR. 
           
               
               
     
     
    PAUL M. O’NEIL 
    7/11/53 
      Chief Compliance Officer    Since 2004    Vice President of Eaton Vance and BMR. Officer of ^ 170 registered investment companies managed by Eaton Vance or BMR. 
             

    *      Prior to 2002, Ms. Kenyon served as Vice President of IGIP since 2001, Mr. Swaffield served as Vice President of FRP since 2000, Mr. Venezia served as Vice President of ^ GMP since ^ 1992, Mr. Weilheimer served as Vice President of BIP since 2001 and HIP since ^ 1995 and Mr. Austin served as Assistant Treasurer of IGIP ^since ^2000^. Prior to 2005, Ms. Campbell served as Assistant Treasurer of the Trust since 1995.
     

    The Board of Trustees of the Trust and each Portfolio^ have several standing Committees, including the Governance Committee, the Audit Committee and the Special Committee. The Governance, the Audit and the Special Committees are each comprised of only noninterested Trustees.

    ^Ms. Stout (Chair), Messrs. Esty, Hayes, Park, Reamer and Verni are members of the Governance Committee of the Board of Trustees of the Trust and each Portfolio^. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended ^ October 31, 2006 , the Governance Committee convened ^ five times .

    The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

    Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout are members of the Audit Committee of the Board of Trustees of the Trust and each Portfolio^. The Board of Trustees has designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as audit committee financial experts. The Audit Committee’s purposes are to (i) oversee the Fund and each Portfolio^ ’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund and each Portfolio^ ’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund and each Portfolio^ ’s compliance with legal and regulatory requirements that relate to the Fund and each Portfolio^ ’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement of a Fund. During the fiscal year ended ^ October 31, 2006 , the Audit Committee convened four times.

    Messrs. Hayes (Chair), Esty, Park, Reamer and Verni are currently members of the Special Committee of the Board of Trustees of the Trust and each Portfolio. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Fund and Portfolio^, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the ^ Fund, Portfolios or investors therein ; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee. During the fiscal year ended ^ October 31, 2006 , the Special Committee convened ^ ten times.

    22


    Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, ^ 2006 . Interests in a Portfolio cannot be purchased by a Trustee.^

            Aggregate Dollar Range of Equity 
            Securities Owned in All Registered 
        Dollar Range of Equity Securities    Funds Overseen by Trustee in the 
    Name of Trustee     Owned in the Fund    Eaton Vance Fund Complex 



    Interested Trustee         
       James B. Hawkes    None    over $100,000 
    Noninterested Trustees         
       Benjamin C. Esty    None    ^ over $100,000  
       Samuel L. Hayes, III    None    over $100,000 
       William H. Park    None    over $100,000 
       Ronald A. Pearlman    None    over $100,000 
       Norton H. Reamer    None    over $100,000 
       Lynn A. Stout    None    over $100,000* 
       Ralph F. Verni    None    over $100,000* 

    * Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.

    As of December 31, ^ 2006 , no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no noninterested Trustee (or their immediate family members) had:

    1.      Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
     
    2.      Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
     
    3.      Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.
     

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or each Portfolio^ or any of their immediate family members served as an officer.

    Trustees of ^ each 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 or her deferred fees invested by ^ a Portfolio ^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 ^ a Portfolio^ ’s assets, liabilities, and net income per share, and will not obligate ^ a Portfolio ^to retain the services of any Trustee or obligate ^ a Portfolio ^to pay any particular level of compensation to the Trustee. Neither the Trust nor a Portfolio has ^a retirement plan for Trustees.

    The fees and expenses of the Trustees of the ^ Trust and Portfolios are paid by the Fund (and other series of the Trust) and the Portfolios, respectively. (A Trustee of the ^ Trust and Portfolios who is a member of the Eaton Vance organization receives no compensation from the ^ Trust and Portfolios .) During the fiscal year ended ^ October 31, 2006 , the Trustees of the ^ Trust and Portfolios earned the following compensation in their capacities as Trustees from the ^ Trust and Portfolios .

    23


    For the year ended December 31, ^ 2006 , the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

      Benjamin C.    Samuel L.    William H.    Ronald A.    Norton H.    Lynn A.    Ralph F. 
    Source of Compensation     Esty     Hayes     Park     Pearlman Reamer      Stout     Verni  








    Trust (2)     $11,541       $17,902    $11,030         $11,384    $11,508    $12,060    $11,881 
    Global Macro Portfolio       2,645           4,219       2,587 (3)              2,606       2,722       2,752 (4)        2,661 (5)  
    Boston Income Portfolio       3,726           5,857       3,599 (3)              3,672       3,770       3,885 (4)        3,796 (5)  
    Floating Rate Portfolio       4,094           6,414       3,944 (3)              4,035       4,127       4,271 (4)        4,182 (5)  
    High Income Portfolio       3,450           5,439       3,340 (3)              3,399       3,503       3,595 (4)        3,506 (5)  
    Investment Grade Income Portfolio       1,150           1,955       1,185 (3)              1,129       1,272       1,182 (4)        1,093 (5)  
    Investment Portfolio         230             348           216 (3)                227         223         241 (4)          241 (5)  
    Trust and Fund Complex    185,000       300,000    185,000 (6)          185,000    195,000    195,000 (7)     185,000 (8)  

    (1) As of March 1, ^ 2007 , the Eaton Vance fund complex consists of ^ 170 registered investment companies or series thereof^ .

    (2) The Trust consisted of ^ 25 Funds as of October 31, ^ 2006 .

    ^

    (3) Includes deferred compensation as follows: Global Macro Portfolio - $2,461, Boston Income Portfolio - $3,439, Floating Rate Portfolio - $3,768, High Income Portfolio - $3,192, Investment Grade Income Portfolio - $1,133 and Investment Portfolio - $206.

    (4) Includes deferred compensation as follows: Global Macro Portfolio - $770, Boston Income Portfolio - $1,087, Floating Rate Portfolio - $1,196, High Income Portfolio - $1,006, Investment Grade Income Portfolio - $331 and Investment Portfolio - $68.

    (^ 5 ) Includes deferred compensation ^ as follows: Global Macro Portfolio - $1, ^ 594, Boston Income ^ Portfolio - $^ 2 , ^ 273, Floating Rate ^ Portfolio - $^ 2 , ^ 504, High Income ^ Portfolio - $^ 2,099, Investment Grade Income ^ Portfolio - $654 and Investment Portfolio - $145 .

    ^

    (6) Includes $^ 133 ,^ 680 of deferred compensation.

    (7) Includes $45,000 of deferred compensation.

    (8) Includes $^ 92 , ^ 500 of deferred compensation.

    ^

    Organization

    The Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 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.

    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 or her 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 communication with shareholders about such a meeting.

    The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trust’s By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved

    24


    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 shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her 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 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 Fund property 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.

    Each Portfolio was organized as a trust under the laws of the state of New York on ^ May 1, 1992 for GMP (which on March 1, 2007 changed its name from Strategic Income Portfolio) and HIP, on June 19, 2000 for FRP, on March 15, 2001 for BIP and on June 18, 2002 for IP and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of each 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 each Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding ^ interests have removed him or her 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 ^ each Portfolio is required to provide assistance in communicating with investors about such a meeting.

    Each 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.

    The Fund may be required to vote on matters pertaining to a Portfolio. When required by law to do so, 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 a 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.

    25


    The Fund may withdraw (completely redeem) all its assets from ^ a Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders 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.

    Proxy Voting Policy. The Boards of Trustees of the Trust and Portfolios have adopted a proxy voting policy and ^ procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the “Policies”)^ . An independent proxy voting service has been retained to assist in the voting of Fund and Portfolio proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The Trustees will review the Fund’s and each Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment adviser Policies, see Appendix E and Appendix F, respectively. Information on how the Fund and Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

    INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

    Investment Advisory Services. The investment adviser manages the investments and affairs of ^ each Portfolio ^and provides related office facilities and personnel subject to the supervision of the Portfolios’ Board of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by ^ a Portfolio^ and what portion, if any, of ^ a Portfolio^ ’s assets will be held uninvested. The Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolios who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities. Unless otherwise specified, the description of the Investment Advisory Agreement set forth below describes each Portfolio’s Agreement.

    For a description of the compensation that Global Macro Portfolio pays the investment adviser, see the prospectus. The following table sets forth the net assets of ^ Global Macro Portfolio and the advisory fees earned during the three fiscal years ended ^ October 31, 2006 .

    Net Assets at    Advisory Fee Paid for Fiscal Years Ended 
    ^ October 31, 2006     ^ October 31, 2006     October 31, 2005    October 31, 2004 




      $^ 563,225,838     $^ 2,172,996     $1,650,371    $1,430,022 

    The Fund may invest up to 49.9% of its net assets, in the aggregate, in one or more of the following portfolios: Boston Income Portfolio, Floating Rate Portfolio, High Income Portfolio, Investment Grade Income Portfolio and Investment ^Portfolio. With respect to assets of the Fund invested in portfolios other than ^ Global Macro Portfolio, the following tables set forth the net assets of each Portfolio as of the end of their most recent fiscal year, and the advisory fees earned by the investment adviser for the last three fiscal years (or periods) of each Portfolio. A description of the compensation that each Portfolio pays the investment adviser is also set forth below:

    For a description of the compensation that each of the following Portfolios pays the investment adviser, see the prospectus. The following tables set forth the net assets of each Portfolio and the advisory fees earned during the fiscal periods indicated in each table.

    Boston Income Portfolio:^

        Advisory Fee Paid for Fiscal Years/Period Ended   
    ^Net Assets at October 31, 2006     ^October 31, 2006      October 31, 2005    October 31, 2004    September 30, 2004 





    $^1,874,812,937     $^10,894,546     $10,868,473*    $880,439    $9,824,594 

    ^^ *For the ^ fiscal years ended October 31, 2006 and October 31, 2005 , the investment adviser has ^agreed to reduce the advisory fee ^ by $60,513 and $30,^ 341, respectively, pursuant to the Fee Reduction Agreement. For the fiscal year ended October 31, 2005^, the investment adviser ^agreed to reduce the advisory fee by $1,481 equal to that portion of commissions paid to broker dealers in execution of Portfolio security transactions that is consideration for third-^ party research services.

     

    ^

    Floating Rate Portfolio:

    26


        Advisory Fee Paid for Fiscal Years Ended   
    ^Net Assets at October 31, 2006     ^October 31, 2006     October 31, 2005    October 31, 2004 




    ^$7,430,493,139     ^$35,804,388     $31,396,020    $19,900,172 

    ^ High Income Portfolio:^

    ^

        Advisory Fee Paid for Fiscal Years Ended   
    ^Net Assets at October 31, 2006     ^October 31, 2006     October 31, 2005    October 31, 2004 




    ^$1,087,324,476     ^$5,856,825     $6,335,720    $6,712,303 

    ^ Investment Grade Income Portfolio:^

    ^

        Advisory Fee Paid for Fiscal Year Ended   
    ^Net Assets at December 31, 2006     ^December 31, 2006     December 31, 2005    December 31, 2004 




    ^$104,501,063     ^$645,601     $638,713    $579,935 

    27


    Investment ^Portfolio:^

    ^

        Advisory Fee Paid for Fiscal Years Ended   
    Net Assets at October 31, 2006     October 31, 2006     October 31, 2005    October 31, 2004 




    ^$38,835,260       ^$200,763     $234,429    $271,323 

    ^ Each Investment Advisory Agreement with the investment adviser 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 (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Portfolio^, and the Agreement will terminate automatically in the event of its assignment. TheAgreement provides that the investment adviser may render services to others. TheAgreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the 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.

    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. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corporation (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John G.L. Cabot, Leo I. Higdon, Jr., Vincent M. O’Reilly, Dorothy E. Puhy and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs. Hawkes and Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R. Mach, Robert B. MacIntosh, Thomas M. Metzold, Scott H. Page, Duncan W. Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F. Swaffield and Michael W. Weilheimer (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.

    Code of Ethics. The investment adviser, principal underwriter, and the Fund and each Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, Eaton Vance employees may purchase and sell securities (including securities held or eligible for purchase by a Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

    Portfolio ^ Manager . The portfolio manager of ^ Global Macro Portfolio is Mark S. Venezia. ^ He manages other investment companies and/or investment accounts in addition to ^ Global Macro Portfolio. The following table shows, as of the Fund’s most recent fiscal year end, the number of accounts ^ he managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

            Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
        ^Global Macro Portfolio    All Accounts    All Accounts    Paying a Performance Fee    Paying a Performance Fee 
        Mark S. Venezia                   
        Registered Investment Companies    ^ 4     $^ 4 ,^ 653 .^ 9       $0 
        Other Pooled Investment Vehicles      $  0     $0 
        Other Accounts      $  0      $0 
    *In millions of dollars.  For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies. 

    28


    Mr. Venezia beneficially owned between $^ 100 ,001 - $^ 500 ,000 of Fund shares as of the Fund’s most recent fiscal year ended October 31, 2006 as well as beneficially owning between $100,001 - $500,000 of all Eaton Vance funds as of December 31, ^ 2006 . Interests in the Portfolio cannot be purchased by the portfolio manager.

    It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Portfolio’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he or she advises. In addition due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.

    Compensation ^ Structure for BMR . Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

    Method to Determine Compensation . The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

    The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

    The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

    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 Administrative Services 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 office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund.

    29


    Global Macro Portfolio ^has engaged BMR to act as its Administrator under an Administration Agreement. The Administration Agreement with BMR continues in effect from year to year so long as such continuance is approved at least annually (i) by the Trustees of Global Macro Portfolio and (ii) by the vote of a majority of those Trustees of Global Macro Portfolio who are not interested persons of the Portfolio or of the Administrator. Under the Administration Agreement, BMR is obligated to provide oversight of custodial services to Global Macro Portfolio and provide certain valuation, legal, accounting and tax assistance and services in connection with certain investments. In return, Global Macro Portfolio pays BMR as compensation under the Administration Agreement a monthly fee in the amount of 0.0125% (equivalent to 0.15% annually) of the average daily net assets of Global Macro Portfolio. For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , Global Macro Portfolio paid BMR administration fees of $^ 732 ,^ 529 , $^ 566 ,^ 827 and $^ 467 ,^ 758 , respectively. The portion of the Fund’s assets invested in portfolios other than ^ Global Macro Portfolio will not be subject to ^ Global Macro Portfolio’s administration fee.

    Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for the Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of the Fund: ( 1) provides call center services to financial intermediaries and shareholders; ( 2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to the Fund); ( 3) furnishes an SAI to any shareholder who requests one in writing or by telephone from the Fund; and ( 4) processes transaction requests received via telephone. For the transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by the Fund’s transfer agent from fees it receives from the Eaton Vance funds. The Fund will pay a pro rata share of such fee . For the fiscal year ended October 31, 2006, the transfer agent accrued for or paid to Eaton Vance $31,441 for sub-transfer agency services performed on behalf of the Fund. ^

    ^

    Expenses. The Fund and each Portfolio are responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). 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 ^Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

    OTHER SERVICE PROVIDERS

    Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109, is the principal underwriter of the Fund. 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 ^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 Class A, Class B and Class C shares 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. EVD is an indirect, wholly-owned subsidiary of EVC. Mr. Hawkes is a Vice President and Director and Mr. Dynner is a Vice President, Secretary and Clerk of EVD. EVD also serves as placement agent for the Portfolios.

    Custodian. Investors Bank & Trust Company (“IBT“), 200 Clarendon Street, Boston, Massachusets 02116, serves as custodian to the Fund and each Portfolio. IBT has custody of all cash and securities representing the Fund’s interest in ^ each Portfolio, has custody of ^ each Portfolio’s assets, maintains the general ledger of ^ each Portfolio and the Fund and computes the daily net asset value of interests in ^ each 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 ^ each Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and ^ each 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 ^ each Portfolio and such banks.

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    ^

    Independent Registered Public Accounting Firms. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm for Floating Rate Portfolio and High Income Portfolio, and PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the independent registered public accounting firm for the Fund, Global Macro Portfolio, Boston Income Portfolio, Investment Grade Income Portfolio and Investment Portfolio. Deloitte & Touche LLP provides audit services and assistance and consultation with respect to the preparation of filings with the SEC. PricewaterhouseCoopers LLP provides audit services, tax return preparation and assistance with respect to the preparation of filings with the SEC.

    Transfer Agent. PFPC Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for the Fund.

    CALCULATION OF NET ASSET VALUE

    The net asset value of each Portfolio^ is computed by IBT (as agent and custodian for each Portfolio^) by subtracting the liabilities of the Portfolio^ from the value of its total assets. The Fund and each 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 ^ each Portfolio, including the Fund, may add to or reduce its investment in the Portfolio on each day the New York Stock Exchange (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 a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in 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 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 have approved and monitor the procedures under which Senior Loans ^are ^ valued. The investment adviser and ^ the Valuation Committee may implement new pricing ^ methodologies or expand or reduce mark-to-market valuation of Senior Loans in the future, which may result in a change in the Fund’s net asset value per share . ^ The Fund’s net asset value per share will also be affected by fair value pricing decisions and by changes in the ^ market for Senior Loans . In connection with determining the fair value of a Senior Loan, the investment adviser makes an assessment of the likelihood that the borrower will make a full repayment of the Senior Loan. The primary factors considered by the investment adviser when making this assessment are (i) the creditworthiness of the borrower, (ii) the value of the collateral backing the Senior Loan, and (iii) the priority of the Senior Loan versus other creditors of the borrower. If, based on its assessment, the investment adviser believes there is a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using a matrix pricing approach that considers the yield on the Senior Loan relative to yields on other loan interests issued by companies of comparable credit quality. If, based on its assessment, the investment adviser believes there is not a reasonable likelihood that the borrower will make a full repayment of the Senior Loan, the investment adviser will determine the fair value of the Senior Loan using analyses that include, but are not limited to (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising such factors, data and information and the relative weight to be given thereto as it deems relevant, including without limitation, some or all of the following: (i) the fundamental characteristics of and fundamental analytical data relating to the Senior Loan, including the cost, size, current interest rate, maturity and base lending rate of the Senior Loan, the terms and conditions of the Senior Loan and any related agreements, and the position of the Senior Loan in the Borrower’s debt structure; (ii) the nature, adequacy and value of the collateral securing the Senior Loan, including the Portfolio’s rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the Borrower, based on an evaluation of

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    its financial condition, financial statements and information about the Borrower’s business, cash flows, capital structure and future prospects; (iv) information relating to the market for the Senior Loan, including price quotations for and trading in the Senior Loan and interests in similar Senior Loans and the market environment and investor attitudes towards the Senior Loan and interests in similar Senior Loans; (v) the experience, reputation, stability and financial condition of the Agent and any intermediate participants in the Senior Loan; and (vi) general economic and market conditions affecting the fair value of the Senior Loan^. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Boston Income Portfolio, Floating Rate Portfolio or High Income Portfolio’s Trustees based upon procedures approved by the Trustees. ^ Subordinated Loans are valued in the same manner as Senior Loans.

    As authorized by the Trustees, most seasoned fixed-rate 30 year MBS are valued through the use of a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Certain other MBS, including, but not limited to, collateralized mortgage obligations and adjustable rate mortgage-backed securities are valued by independent pricing services. The pricing services consider various factors relating to bonds or loans and/or market transactions to determine market value. Other debt obligations (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Financial futures contracts listed on commodity exchanges and exchange-traded options are valued at closing settlement prices. Over-the-counter options are valued at the mean between the bid and asked prices provided by dealers. Short-term obligations and money market securities maturing in sixty days or less are valued at amortized cost which approximates value. Non-U.S. dollar denominated short-term obligations maturing in sixty days or less are valued at amortized cost as calculated in the base currency and translated into U.S. dollars at the current exchange rate. Equity securities listed on foreign or U.S. securities exchanges generally are valued at closing sale prices, or if there were no sales, at the mean between the closing bid and asked prices therefor on the exchange where such securities are principally traded (such prices may not be used, however, where an active over-the-counter market in an exchange listed security better reflects current market value). Marketable securities listed in the NASDAQ National Market System are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sale prices are not available are valued at the mean between the latest available bid and asked prices on the principal market where the security was traded. Investments for which market quotations are unavailable, including any security the disposition of which is restricted under the Securities Act of 1933, are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the ^ Portfolios . The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at the mean between the buying and selling rates of such currencies against U.S. dollars on one of the principal markets for such currencies. Generally, trading in foreign securities, derivative instruments and currencies is substantially completed each day at various times prior to the time a Portfolio calculates its net asset value. If an event materially affecting the values of such securities, instruments or currencies occurs between the time such values are determined and the time net asset value is calculated, such securities, instruments or currencies may be valued at fair value as determined in good faith by or at the direction of the Trustees considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

    Foreign securities and currencies held by a Portfolio are valued in U.S. dollars, as calculated by IBT based on foreign currency exchange quotations supplied by an independent quotation service. The daily valuation of exchange-traded foreign securities held by a ^ Portfolio generally is determined as of the close of trading on the principal exchange on which such securities trade. ^ As described in the prospectus, valuations of foreign securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the NYSE. In adjusting the value of foreign equity securities, a ^ Portfolio may rely on an independent fair valuation service.

    PURCHASING AND REDEEMING SHARES

    Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through investment dealers which have entered into agreements with the principal underwriter. Shares of the Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the investment dealers responsible for selling Fund shares. The sales charge table in the prospectus 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 or her 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”.

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    In connection with employee benefit or other continuous group purchase plans, the Fund may accept initial investments of less than ^ the minimum investment amount 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 (if applicable) the amount of uncovered distribution charges of the principal underwriter. The Class A, 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 Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

    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 SEC, or during any emergency as determined by the SEC 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 SEC 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 ^ sixty 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.

    While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of the Fund, either totally or partially, by a distribution in kind of readily marketable securities withdrawn from a Portfolio. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.

    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 may terminate the withdrawal plan at any time without penalty.

    Other Information. The Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

    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.

    Purchases at Net Asset Value. Class A shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such

    33


    shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company 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 investment services, such as management, brokerage and custody, (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 ^ similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; and 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 Code and “rabbi trusts”, and (4) to officers and employees of ^ the Fund’s custodian and transfer ^ agent and (5) in connection with the ReFlow liquidity program . Class A shares may also be sold at net asset value to registered representatives and employees of investment dealers. Sales charges generally are waived 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 sales charge or CDSC waiver will be prospective only.

    Statement of Intention. If it is anticipated that $25,000 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 eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period 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. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of any Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of the Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by the shareholder. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Shares purchased by an individual, his or her spouse and their children under the age of twenty-one, including shares held for the benefit of any such persons in trust or fiduciary accounts (including retirement accounts) or omnibus or "street name" accounts, 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.

    Conversion Feature. Class B shares held for eight years will automatically convert to Class A shares. For purposes of this conversion, all distributions paid on Class B shares which the shareholder elects to reinvest in Class B shares will be considered to be held in a separate sub-account. Upon the conversion of Class B shares not acquired through the

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    reinvestment of distributions, a pro rata portion of the Class B shares held in the sub-account will also convert to Class A shares. This portion will be determined by the ratio that the Class B shares being converted bears to the total of Class B shares (excluding shares acquired through reinvestment) in the account. This conversion feature is subject to the continuing availability of a ruling from the Internal Revenue Service or an opinion of counsel that the conversion is not taxable for federal income tax purposes.

    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”). The CDSC will not be charged to the shareholder when the shares are exchanged for shares of the investment dealer fund; however, the shareholder will receive no credit toward the completion of the CDSC period for the time that the shareholder holds the exchanged shares of the investment dealer fund. If a shareholder redeems the exchanged shares of the investment dealer fund and does not invest the proceeds into Class B shares of an Eaton Vance fund, the shareholder will be subject to any CDSC applicable at the time the shareholder received the exchanged shares of the investment dealer fund.

    Tax-Deferred Retirement Plans. Class A and Class C shares are available for purchase in connection with certain tax-deferred 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 consulting 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 ^ compensation-type Distribution Plan (the “Class A Plan”) ^ pursuant to ^Rule 12b-1 under the 1940 ^ Act for Class A shares. The ^ Class A Plan ^ is designed to (i) finance activities which are primarily intended to result in the distribution and sales of ^ Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service ^ fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, investment dealers and other ^ persons. The distribution and service fees payable under the Class A Plan shall not ^ exceed 0.25% of ^ the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid quarterly in arrears. For the distribution and 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 the Fund’s Class B and Class C shares. On each sale of shares (excluding reinvestment of distributions) a Class will pay the principal underwriter amounts representing (i) sales commissions equal to 4.5% for Class B and 6.25% for Class C of the amount received by the Fund for each Class share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called “uncovered distribution charges”. Each Class pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter currently pays an up-front sales commission (except on exchange transactions and reinvestments) of 4% of the purchase price of Class B shares and 0.75% of the purchase price of Class C shares, and an up-front service fee of 0.25% on Class C shares. Distribution fees paid by a Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the outstanding uncovered distribution charges of the Class. Whenever there are no outstanding uncovered distribution charges of a Class, the Class discontinues payment of distribution fees.

    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. The Eaton Vance organization will profit by reason of the operation of the Class B and Class C Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plans and from CDSCs have exceeded the total expenses incurred in distributing Class B and Class C shares. Because payments to the principal underwriter under the Class B and Class C Plans are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix B and Appendix C.

    The Class B and Class C Plans also ^ authorize the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not ^ to exceed an annual rate of 0.25% of its average daily net assets for personal services,

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    and/or the maintenance of shareholder accounts. For Class B, this fee is paid quarterly in arrears based on the value of 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 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% 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, see Appendix B and Appendix C.

    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 current Plans were initially approved by the Trustees, including the Plan Trustees, on November 1, 1997 for the Class A Plan and June 23, 1997 for the Class B and Class C Plans. The Trustees of the Trust who are “interested” persons of the Trust 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.

    PERFORMANCE

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

    Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B and Appendix C.

    In addition to the foregoing total return figures, the Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. 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. The Fund’s performance may differ from that of other investors in the Portfolios, including other investment companies.

    Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price (including the maximum of any initial sales charge) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is calculated from the yields to maturity of all debt obligations based on prescribed methods, reduced by accrued expenses for the period with the resulting number being divided by the average daily number of shares outstanding and entitled to receive distributions during the period. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments.

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    Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of the Fund. Pursuant to the Policies, information about portfolio holdings of the Fund may not be disclosed to any party except as follows:

    • Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, the Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. The Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. The Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which includes a list of each Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, the Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N
      Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no ^cost by contacting Eaton Vance at 1-800-225-6265. The Fund also will post a complete list of its portfolio holdings (including each Portfolio’s holdings) as of each calendar quarter end on the Eaton Vance website within 60 days of calendar quarter-end.
    • Disclosure of certain ^ portfolio characteristics: The Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-225-6265.
    • Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of the Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers (including the investment adviser, custodian, transfer agent, principal underwriter, etc.) that have a legal or contractual duty to keep such information confidential; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of the Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the ^ arrangement.
      Such persons may include securities lending agents, credit rating ^ agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group) , statistical ratings ^ agencies (such as Morningstar, Inc.) , analytical service providers engaged by the investment ^ adviser (such as Advent, Bloomberg L.P., Evare, Factset and The Yield Book, Inc.) , proxy evaluation vendors, pricing services, translation ^ services, lenders under Fund credit facilities (such as Citibank, N.A.) and, for purposes of facilitating portfolio transactions, investment dealers and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers ). Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of the Fund’s Board of Trustees . In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities .

    The Fund, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning the Fund’s portfolio holdings.

    The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Fund. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of the Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between the Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

    37


    The Policies are designed to provide useful information concerning the Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by ^ a Portfolio . However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Fund.

    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 intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income ^tax. If the Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, the Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. The Fund qualified as a RIC for its fiscal year ended October 31, 2006 . The Fund also seeks to avoid payment of federal excise tax. However, if the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts .

    Because the Fund invests its assets in a Portfolio, ^ each Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, each 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 a Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. Each Portfolio will allocate at least annually among its investors, including the Fund, 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 (i) at least 98% of its ordinary income for such year, (ii) 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 any available capital loss carryforwards and (iii) 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. If the Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that the Fund qualifies as a RIC and the Portfolios are treated as partnerships for Massachusetts and federal tax purposes, neither the Fund nor the Portfolios should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts. ^

    If the Fund does not qualify as a RIC for any taxable year, the Fund’s taxable 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 the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. 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 substantial distributions.

    Boston Income and High Income Portfolio^ ’s investment in zero coupon, and certain other securities will cause it to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by ^ each Portfolio^ and, in order to avoid a tax payable by the Fund, ^ each Portfolio^ may be required to liquidate securities that it might otherwise have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders.

    ^ Each Portfolio ^may invest to a significant extent in debt obligations that are in the lowest rating ^ categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for ^ each Portfolio . Tax rules are not entirely clear about issues such as when ^the Portfolios may cease to accrue interest, original issue discount or market discount, when

    38


    and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income.

    A Portfolio’s investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to a Portfolio, defer Portfolio losses, cause adjustments in the holding periods of Portfolio securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors.

    Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

    Investments in “passive foreign investment companies” (“PFICs”) could subject a Portfolio to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the passive foreign investment company as a “qualified electing fund”.

    If a Portfolio were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, the Portfolio might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the fund, and such amounts would be subject to the distributions requirements described above. In order to make this election, the Portfolio would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if the Portfolio were to make a mark-to-market election with respect to a PFIC, the Portfolio would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, the Portfolio would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The Portfolio may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. The Portfolio may have to distribute this “phantom” income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.

    Certain types of income received by the Fund from REITs, real estate mortgage investment conduits (“REMICs”), taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as “excess inclusion income.” To Fund shareholders such excess inclusion income may (1) constitute taxable income, as “unrelated business taxable income” (“UBTI”) for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) as UBTI cause a charitable remainder trust to lose its tax-exempt status; (3) not be offset against net operating losses for tax purposes; (4) not be eligible for reduced US withholding for non-US shareholders even from tax treaty countries; and (5) cause the Fund to be subject to tax if certain “disqualifed organizations" as defined by the Code are Fund shareholders.

    Each Portfolio may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of ^ each Portfolio will consist of securities issued by foreign corporations, the Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by ^ the Portfolios and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes.

    For taxable years beginning on or before December 31, ^ 2010 , distributions of investment income derived from certain dividend-paying stocks designated by the Fund as derived from “qualified dividend income” will be taxed in the hands of individual shareholders at the rates applicable to long-term capital gains, provided holding period and other requirements are met at both the shareholder and Fund level.

    A portion of distributions made by the Fund which are derived from dividends from domestic corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the ^ 91 -day period ^ beginning 45 days before the ex-dividend date. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase an alternative minimum tax for certain corporations.

    39


    Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. 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 subject to a front-end sales charge 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 Fund shares (or shares 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.

    Dividends and distributions on the Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

    In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”), are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). ^ For taxable years beginning before January 1, 2008, the Fund generally will not be required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by the Fund.

    ^

    Until December 31, 2007, if the Fund makes a distribution to a foreign shareholder that is attributable to interests in U.S. real property or in corporations for which direct or indirect interests in U.S. real property exceed certain levels and if such foreign shareholder owned more than 5% of the Fund’s outstanding shares at any time during the preceding one year, the distribution will be subject to a 35% withholding tax and will obligate such foreign shareholder to file a U.S. tax return. If a foreign person who owned more than 5% of the Fund’s outstanding shares at any time during the preceding one year redeems shares of the Fund within the 30 days prior to an ex-dividend date of a distribution subject to the 35% tax and within 30 days before or after the ex-dividend date acquires or contracts to acquire a substantially identical interest in the Fund, such foreign person may be subject to the 35% tax and a U.S. filing requirement. After December 31, 2007, these rules apply only to Fund distributions attributable to distributions received by the Fund from real estate investment trusts.

    If the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from the Fund could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

    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 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

    Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal

    40


    Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. ^

    If a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

    The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and 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 federal, state, local, and, where applicable, foreign tax consequences of investing in the Fund^ .

    PORTFOLIO SECURITIES TRANSACTIONS

    Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by ^ BMR, each Portfolio’s investment adviser . Each Portfolio is ^responsible for the expenses associated with portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with many firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser 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 executing firm’s services including the responsiveness of the firm to the investment adviser, 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 the services rendered by the firm in other transactions, and the reasonableness of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for the Portfolio^. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

    Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer 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 often involve the payment of brokerage commissions, which may be 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 often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

    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 that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser 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 the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph.

    41


    It is a common practice of the investment advisory industry and of 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-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The ratio of the commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services over the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

    Consistent with the foregoing practices, the investment adviser receives Research Services from many broker-dealer firms with which the investment adviser places transactions and may receive them from third parties with which these broker-dealers have arrangements. Each Portfolio^ and the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by the investment adviser in connection with its investment responsibilities.

    Research Services received by the investment adviser may ^ include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, certain proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, news and information services, certain pricing and quotation equipment and services, and certain research oriented computer ^software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser 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 the investment adviser 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 investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

    In the event that the investment adviser executes Portfolio securities transactions with a broker-dealer on or after May 1, 2004 and the associated commission is consideration for Third Party Research Services (as described above), the investment adviser has agreed to reduce the advisory fee payable by each Portfolio^ by an amount equal to the commission payment associated with the transaction divided by the applicable Third Party Research Services Payment Ratio. However, the investment adviser generally does not expect to acquire Third Party Research with Portfolio brokerage commissions.

    Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by each Portfolio^ will not be reduced in connection with the receipt of Proprietary Research Services by the investment adviser.

    The investment companies sponsored by the investment adviser or its affiliates 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 the investment adviser, to such companies. Such companies may also pay cash for such information.

    Securities considered as investments for each Portfolio^ may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by each Portfolio^ and one

    42


    or more of such other accounts simultaneously, the investment adviser 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 each 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 the investment adviser 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 each Portfolio^ from time to time, it is the opinion of the Trustees of the Trust and each Portfolio^ that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

    The following table shows brokerage commissions paid during the ^ Portfolios’ three most recent fiscal years , as well as the amount of Portfolio security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution.

    ^ ^

                                    Commissions Paid on 
                                Amount of Transactions    Transactions 
                                Directed to Firms     Directed to Firms 
        Brokerage Commissions Paid for the Fiscal Year Ended    Providing Research    Providing Research 
    Portfolio    10/31/06    10/31/05    10/31/04    10/31/06    10/31/06 






    Global Macro    $   0*     $ 19,202    $  880    $0    $0 
    Floating Rate    $   0*     $   553    $   53    $0    $0 
    High Income    $ 7,167*     $ 22,670    $ 23,193      $0     $0  
    Investment    $   0     $       0    $     0     $0    $0 
                                    Commissions Paid on 
                                Amount of Transactions    Transactions 
                                Directed to Firms     Directed to Firms 
                 Brokerage Commissions Paid for the Fiscal Year Ended     Providing Research    Providing Research 
    Portfolio            12/31/^06    12/31/^05    12/31/^04    12/31/^06    12/31/^06 



     

       

     

    Investment Grade Income     $^ 0         $0      $0      $0    $0 
                                    Commissions Paid on 
                                Amount of Transactions    Transactions 
                                Directed to Firms     Directed to Firms 
         Brokerage Commissions Paid for the Fiscal Year/Period Ended     Providing Research    Providing Research 
    Portfolio    10/31/06    10/31/05    10/31/04    9/30/04    10/31/06    10/31/06 







    Boston Income    $10,958*        $51,339    $87,125    $149,725    $0       $0  

    * The decrease in brokerage commissions for the periods shown was due to a decrease in number and dollar amount of portfolio transactions involving permitted securities.

    FINANCIAL STATEMENTS

    The audited financial statements of, and the report of the independent registered public accounting firm for the Fund and each Portfolio appear in their respective annual reports to shareholders and are incorporated by reference into this SAI. A copy of the annual report accompanies 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 and the Global Macro Portfolio for the fiscal year ended October 31, 2006, as previously filed electronically with the SEC:

    43


    Eaton Vance Strategic Income Fund
    Global Macro Portfolio
    (Accession No. 0001104659-07-001290)

    44


    APPENDIX A

    Class A Fees, Performance & Ownership

    Sales ^ Charges and Distribution and Service ^ Fees. For the fiscal year ended ^ October 31, 2006 , the following table shows (1) total sales charges paid by the Fund, (2) sales charges paid to investment dealers, (3) sales charges paid to the principal underwriter, (4) CDSC payments to the principal underwriter, (5) total distribution and service fees paid by the Fund, and (6) distribution and service fees paid to investment dealers^. ^ Distribution and service fees that were not paid to investment dealers were retained by the principal underwriter.

                CDSC Paid to    Total Distribution    Distribution and Service 
     Total Sales    Sales Charges to    Sales Charges to    Principal    and Service    Fees Paid 
    Charges Paid    Investment Dealers    Principal Underwriter    Underwriter    Fees Paid    to Investment Dealers 


     



     

     
    ^$ 3,325,574     ^$ 3,137,354     ^$ 188,220     ^$ 16,000     ^$ 818,765     ^$ 332,942  

    For the fiscal years ended ^ October 31, 2005 and ^ October 31, 2004 , total sales charges of ^ $1,845,637 and ^ $1,501,217 , respectively, were paid on sales of Class A, of which the principal underwriter received ^ $108,016 and ^ $84,551 , respectively. The balance of such amounts was paid to investment dealers.

    Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return prior to the date this Class was first offered reflects the total return of Class B, adjusted to reflect the Class A sales charge. The Class B total return has not been adjusted to reflect certain other expenses (such as distribution ^ and service fees). If such adjustments were made, the Class A total return would be different. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

               Length of Period Ended October 31, 2006 
    Average Annual Total Return:    One Year    Five Years    Ten Years 




    Before Taxes and Excluding Maximum Sales Charge    ^ 7 .^ 30    7.^ 83    ^ 6 .^ 40
    Before Taxes and Including Maximum Sales Charge      2.25 ^%     6.^ 79    ^ 5 .^ 89
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 4 .^ 64    4.^ 86    ^ 3 .^ 14
    After Taxes on Distributions and Including Maximum Sales Charge    –^ 0 .^ 28    3.^ 85    ^ 2 .^ 64
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 4 .^ 69    4.^ 91    ^ 3 .^ 41
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 1 .^ 41    ^ 4 .^ 02    ^ 2 .^ 96
       Class A commenced operations on January 23, 1998           

    45


    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :

    Charles Schwab & Co. Inc.    San Francisco, CA    ^ 22 .^ 7
    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    ^5.^ 03

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

    46


    APPENDIX B

    Class B Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For thefiscal year ended ^ October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class B shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class B), (5) service fees paid under the Distribution Plan, and (6) service fees paid to investment dealers^. The service fees paid by the Fundthat were not paid to investment dealers were retained by the principal underwriter.

    Commission Paid                     
    by Principal    Distribution Fee                Service Fees 
    Underwriter to    Paid to    DSC Paid to    Uncovered Distribution     Service    Paid to 
    Investment Dealers    Principal Underwriter    Principal Underwriter    Charges^    Fees    Investment Dealers 


     

     


     
    ^$ 1,020,017     ^$ 1,477,939     ^$ 557,000     ^$ 37,932,000 (19.5%)     ^$ 492,646     ^$ 405,254  

    Performance Information. The table below indicatesthe average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in thetable. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. TheFund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, theFund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

        Length of Period Ended October 31, 2006 
    Average Annual Total Return:    One Year    Five Years    Ten Years 




    Before Taxes and Excluding Maximum Sales Charge    ^ 6 .^ 50    ^ 7 .^ 04    ^ 5 .^ 71
    Before Taxes and Including Maximum Sales Charge    ^ 1 .^ 51    6.^ 74    ^ 5 .^ 71
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 4 .^ 14    ^ 4 .^ 37    ^ 2 .^ 73
    After Taxes on Distributions and Including Maximum Sales Charge    –^ 0 .^ 86    ^ 4 .^ 04    ^ 2 .^ 73
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 4 .^ 18    4.^ 42    3.^ 01
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     0.^ 94    ^ 4 .^ 14    3.^ 01

    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

      :^

    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    ^12.6%  
    Morgan Stanley    Jersey City, NJ    ^5.5%^  

    To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of the Fundas of such date.

    47


    APPENDIX C

    Class C Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For thefiscal year ended ^ October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class C), (5) service fees paid under the Distribution Plan, and (6) service fees paid to investment dealers^. The service fees paid by the Fundthat were not paid to investment dealers were retained by the principal underwriter.

    Commission Paid                     
    by Principal    Distribution Fee                Service Fees 
     Underwriter to    Paid to    CDSC Paid to    Uncovered Distribution    Service    Paid to 
    Investment Dealers    Principal Underwriter    Principal Underwriter    Charges^    Fees    Investment Dealers 


     

     


     
      ^$ 1,493,798         ^$ 1,351,123           ^$ 51,000     ^$ 16,498,000 (7.3%)     ^$ 450,374         ^$ 497,933  

    Performance Information. The table below indicatesthe average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return for the period prior to November 1, 1997reflects the total return of a predecessor to Class C. Total return prior to the Predecessor Fund's commencement of operations reflects the total return of Class B, adjusted to reflect the Class C CDSC. The Class Btotal return has not been adjusted to reflect certain other expenses (such as distribution and/or service fees). If such adjustments were made, the Class C total return would be different. Any return presented with an asterisk (*) includes the effect of subsidizing expenses. Returns would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. TheFund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, theFund’s current performance may be lower or higher than the quoted return. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Redemption of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares^ . The tax treatment of a portion of the distributions made in the current year may be recharacterized as taxable after year-end.

        Length of Period Ended October 31, 2006  
    Average Annual Total Return:    One Year    Five Years    Ten Years 




    Before Taxes and Excluding Maximum Sales Charge    ^ 6 .^ 50    ^ 7 .^ 06    ^ 5 .^ 70
    Before Taxes and Including Maximum Sales Charge    ^ 5 .^ 50    ^ 7 .^ 06    ^ 5 .^ 70
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 4 .^ 13    ^ 4 .^ 37    ^ 2 .^ 61
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 3 .^ 14    ^ 4 .^ 37    ^ 2 .^ 61
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 4 .^ 18    4.^ 42    ^ 2 .^ 92
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 3 .^ 53    4.^ 42    ^ 2 .^ 92
       Predecessor Fund commenced operations on May 25, 1994           

    48


    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    :^

    Merrill Lynch, Pierce, Fenner & Smith, Inc.    Jacksonville, FL    ^14.7%  
    Citigroup Global Markets, Inc.     New York, NY       5.8%  

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

    49


    APPENDIX D

    DESCRIPTION OF SECURITIES RATINGS

    The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.

    Bonds which are unrated expose the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these securities is dependent on the investment adviser’s judgment, analysis and experience in the evaluation of such bonds.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    Moody’s Investors Service, Inc.

    Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

    Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risk appear somewhat larger than the Aaa securities.

    A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

    Baa: Bonds which are rated Baa are considered as medium-grade obligations ( i.e. , they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

    Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during other good and bad times over the future. Uncertainty of position characterizes bonds in this class.

    B: Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

    Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

    Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

    C: Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

    Absence of Rating: Where no rating has been assigned or where a rating has been suspended or withdrawn, it may be for reasons unrelated to the quality of the issue.

    Should no rating be assigned, the reason may be one of the following:

    1.      An application for rating was not received or accepted.
     
    2.      The issue or issuer belongs to a group of securities or companies that are not rated as a matter of policy.
     
    3.      There is a lack of essential data pertaining to the issue or issuer.
     
    4.      The issue was privately placed, in which case the rating is not published in Moody's publications.
     

    50


    Suspension or withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.

    Note: Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating classification from Aa through B. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

    Short-Term Debt

    Moody’s short-term debt ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of one year.

    Issuers rated Prime-1 or P-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 or P-1 repayment ability will often be evidenced by many of the following characteristics:

    Issuers rated Prime-2 or P-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

    Standard & Poor's Ratings Group

    AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

    AA: An obligation rated AA differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment is very strong.

    A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

    BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

    Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

    BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

    B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

    CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

    CC: An obligation rated CC is currently highly vulnerable to nonpayment.

    51


    C: The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken but payments on this obligation are being continued. C is also used for a preferred stock that is in arrears (as well as for junior debt of issuers rated CCC and CC).

    D: The D rating, unlike other ratings, is not prospective; rather, it is used only where a default has actually occurred – and not where a default is only expected. Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

    NR: NR indicates no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy.

    Commercial Paper

    A: S&P’s commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.

    A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+) sign designation.

    A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated "A-1".

    A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

    Fitch Ratings

    Investment Grade Bond Ratings

    AAA: Highest credit quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

    AA: Very high credit quality. "AA" ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

    A: High credit quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

    BBB: Good credit quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

    High Yield Bond Ratings

    BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

    B: Highly speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

    CCC, CC, and C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default of some kind appears probable. "C" ratings signal imminent default.

    DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. "DDD" obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. "DD" indicates potential recoveries in the range of 50%-90% and "D" the lowest recovery potential, i.e., below 50%.

    Entities rated in this category have defaulted on some or all of their obligations. Entities rated "DDD" have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities

    52


    rated "DD" and "D" are generally undergoing a formal reorganization or liquidation process; those rated "DD" are likely to satisfy a higher portion of their outstanding obligations, while entities rated "D" have a poor prospect of repaying all obligations.

    Investment Grade Short-Term Ratings

    Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.

    F-1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

    F-2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

    F-3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

    B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

    C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

    D: Default. Denotes actual or imminent payment default.

    Notes to Long-term and Short-term ratings

    "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the "AAA" Long-term rating category, to categories below "CCC", or to Short-term ratings other than "F-1".

    "NR" indicates that Fitch does not rate the issuer or issue in question.

    "Withdrawn": A rating is withdrawn when Fitch deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.

    Investors should note that the assignment of a rating to a bond by a rating service may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments.

    53


    APPENDIX E

    EATON VANCE FUNDS
    PROXY VOTING POLICY AND PROCEDURES

    I. Overview

    The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

    II. Delegation of Proxy Voting Responsibilities

    Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section ^ V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

    III. Delegation of Proxy Voting Disclosure Responsibilities

    The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31 st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

    The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

    IV. Conflicts of Interest

    The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

    Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the

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    proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

    V. Reports

    The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

    Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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    APPENDIX F

    EATON VANCE MANAGEMENT
    BOSTON MANAGEMENT AND RESEARCH
    PROXY VOTING POLICIES AND PROCEDURES

    I. Introduction

    Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    II. Overview

    Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

    No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

    III.       Roles and Responsibilities
     
      A.       Proxy Administrator
     
      The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.
     
      B.       Agent
     
      An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant
     

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      to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request. 
    Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.
     
      C.       Proxy Group
     
        The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.
     
        For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.
     
        If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.
     
        If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.
     
        The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below. 
     
    IV.       Proxy Voting Guidelines (“Guidelines”)
     
      A.       General Policies
     
      It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.
     
      In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.
     
      When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.
     
      Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.
     
      B.       Proposals Regarding Mergers and Corporate Restructurings
     
        The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.
     
      C.       Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers
     
        The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.
     
      D.       Corporate Structure Matters/Anti-Takeover Defenses
     
        As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).
     

    57


      E. Social and Environmental Issues

    The Advisers generally support management on social and environmental proposals.

      F. Voting Procedures

    Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

    1.      WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation
     

    In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

      2. NON-VOTES: Votes in Which No Action is Taken

    The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

    Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

    Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

    3.      OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted
     

    If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

    The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

    V. Recordkeeping

    The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

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    VI.       Assessment of Agent and Identification and Resolution of Conflicts with Clients
     
      A.       Assessment of Agent
     
      The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.
     
      B.       Conflicts of Interest
     
        As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps: • Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
     
        • A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
     
        • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
     
        • If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter. 
    • If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:  
      • The client, in the case of an individual or corporate client;
      • In the case of a Fund, its board of directors, or any committee or sub-committee identified by the board; or
      • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

    The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s

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    written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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      STATEMENT OF
    ADDITIONAL INFORMATION
    March 1, ^ 2007

    Eaton Vance Tax-Managed ^ Dividend Income Fund
    Eaton Vance Tax-Managed ^ Equity Asset Allocation Fund
    Eaton Vance Tax-Managed ^ International Equity Fund
    Eaton Vance Tax-Managed ^ Mid -Cap ^ Core Fund
    Eaton Vance Tax-Managed ^ Multi -Cap ^ Opportunity Fund
    Eaton Vance Tax-Managed Small-Cap ^ Growth Fund
    Eaton Vance Tax-Managed Small-Cap Value Fund
    Eaton Vance Tax-Managed Value Fund

    The Eaton Vance Building
    255 State Street
    Boston, Massachusetts 02109
    1-800-262-1122

    This Statement of Additional Information (“SAI”) provides general information about the Funds and their corresponding Portfolios, if applicable. Each Fund and Portfolio is a diversified, open-end management company. Each Fund is a series of Eaton Vance Mutual Funds Trust (the “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              Page 
    Strategies and Risks      Purchasing and Redeeming Shares    ^ 27  
    Investment Restrictions    ^ 6     Sales Charges    ^ 29  
    Management and Organization    ^ 7     Performance        ^ 31  
    Investment Advisory and Administrative Services    ^ 15     Taxes        ^ 33  
    Other Service Providers    ^ 26     Portfolio Securities Transactions    ^ 37  
    Calculation of Net Asset Value    ^ 26     Financial Statements    ^ 39  
     
    Appendix A:    Class A Fees, Performance and Ownership    ^ 40     Appendix E:    Adviser Proxy Voting Policies and Procedures    ^ 54  
    Appendix B:    Class B Fees, Performance and Ownership    ^ 44     Appendix F:    Eagle Global Advisors, L.L.C. Proxy Voting Policies    ^ 58  
    Appendix C:  Class C Fees, Performance and Ownership  ^ 48   Appendix G:  Atlanta Capital Management Company, LLC
    Appendix D:  Eaton Vance Funds Proxy Voting Policy Proxy Voting  Policies ^ 62  
    and Procedures ^ 52   Appendix H: Fox Asset Management Proxy Voting Policy  ^ 66  

    Although each Fund offers only its shares of beneficial interest, it is possible that a Fund (or Class) might become liable for a misstatement or omission in this SAI regarding another Fund (or Class) because the Funds use this combined SAI. The Trustees of the Trust have considered this factor in approving the use of a combined SAI.

    This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Funds’ prospectus dated ^ March 1, 2007 , 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.

     

     

    © ^ 2007 Eaton Vance Management


    The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “NASD” for the National Association of Securities Dealers, Inc.

    STRATEGIES AND RISKS

    Primary strategies are defined in the prospectus. The following is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s). As set forth in the prospectus, certain Funds and Portfolios have a policy of investing at least 80% of their net assets in companies within a certain market capitalization, which is determined by reference to a particular market index (the "Index"). For purposes of establishing the market capitalizations of companies included in the Index for a particular month, these Funds and Portfolios will refer to the market capitalizations of companies included in the Index as of the first business day of that month.

    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 a mutual fund that invests in equities - price appreciation, distributions of qualified dividend income, distributions of other investment income and distributions of realized short-term and long-term capital gains - which are treated differently for federal income tax purposes. Distributions of income other than qualified dividend income and distributions of net realized short-term gains (on stocks held for one year or less) are taxed as ordinary income, at rates currently as high as 35%. Distributions of qualified dividend income and net realized long-term gains (on stocks held for more than one year) are currently taxed at rates up to 15%. Returns derived from price appreciation are untaxed until the shareholder disposes of his or her shares. Upon disposition, 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 disposition and the shareholder’s adjusted tax basis is realized.

    Realized losses that are allocated from a Portfolio to Tax-Managed Equity Asset Allocation Fund are available to that Fund to offset realized gains allocated to the Fund by other Portfolios. An investor investing in multiple mutual funds cannot offset capital gains distributed by one fund with capital losses realized by another fund, or offset capital gain realized on the sale of one fund’s shares with the capital losses realized by another fund unless the shares of that fund are sold.

    As noted in the prospectus, Tax-Managed Equity Asset Allocation Fund may withdraw cash from an overweighted Portfolio for investment in an underweighted Portfolio. Withdrawal and reinvestment of available Portfolio cash usually does not trigger the recognition of taxable gains or losses. The Fund may also use cash invested by new shareholders to add to the Fund’s underweighted Portfolio positions. The Fund expects that the foregoing rebalancing techniques should enable the Fund to maintain its asset allocation within targeted ranges with substantially fewer taxable events than comparably rebalanced portfolios of stand-alone mutual funds.

    Equity Investments. Each ^ Portfolio invests primarily in common stocks and securities convertible into common stocks. Each Portfolio ^also may invest in investment-grade preferred stocks, debt securities (normally limited to securities convertible into common stocks), warrants and other securities and instruments.

    Tax-Managed Dividend Income Fund invests primarily in dividend-paying common stocks and preferred stocks. Tax-Managed Dividend Income Fund also may invest in debt securities (normally limited to securities convertible into common stocks), warrants, equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, and other securities and instruments. The Fund may invest in preferred stocks that are rated below investment grade. Lower rated and comparable unrated securities are subject to the risk of an issuer’s inability to make dividend payments on the securities (credit risk) and may also be subject to greater price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). Lower rated or unrated preferred stocks are also more likely to react to real or perceived developments affecting market and credit risk than are higher rated preferred stocks, which react primarily to movements in the general level of interest rates.

    Foreign Investments. Because foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory

    2


    taxation, political or social instability, or diplomatic developments which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities 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.

    American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) may be purchased. ADRs, EDRs and GDRs 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 the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. ^ markets, exchange risk. ADRs, EDRs and GDRs 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 or other shareholder rights, and they may be less liquid^ .

    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 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 ^ United States 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 derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or a basket of currencies. Settlement must be made in a designated currency.

    Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated. A forward contract can then “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 held that are 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. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be used by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different currency if the investment adviser determines that there is an established historical pattern of correlation between the two currencies (or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations. Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term hedging provides a means of fixing the dollar value of only a portion of portfolio assets.

    Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or forward contracts entered into, until their exercise, expiration or maturity. There is also the risk of default by, or the bankruptcy of, the financial institution serving as a counterparty.

    Derivative Instruments. Derivative instruments (which are instruments that derive their value from another instrument, security, index or currency) may be purchased or sold to enhance return (which may be considered speculative), to hedge against fluctuations in securities prices, market conditions or currency exchange rates, or as a substitute for the purchase or sale of securities or currencies. Such transactions may be in the U.S. or abroad and may include the purchase or sale of futures contracts on indicies 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 currency futures and forward foreign currency exchange contracts. Transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio management constraints on securities subject to such

    3


    transactions. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions. Derivative instruments may sometimes increase or leverage exposure to a particular market risk, thereby increasing price volatility of derivative instruments a Portfolio and Tax-Managed Dividend Income Fund holds. A ^ Portfolio and Tax-Managed Dividend Income Fund ’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and a Portfolio and Tax-Managed Dividend Income Fund’s assets.

    Over-the-counter (“OTC”) derivative instruments, equity swaps and forward sales of shares 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 to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. 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 use of derivative instruments. Each Portfolio and Tax-Managed Divi dend Income Fund  has claimed an exclusion from the definition of a Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefor is not subject to registration or regulation as a CPO. The use of derivatives are highly specialized activities that involve skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the investment adviser’s use of derivative instruments will be advantageous to ^ a Portfolio or Tax-Managed Dividend Income Fund . ^ Each Portfolio and Tax-Managed Dividend Income Fund will engage in transactions in futures contracts and regulated options only to the extent such transactions are consistent with the requirements of the Code for maintaining the qualification of the Fund as a regulated investment company for federal income tax purposes.

    Foreign exchange traded futures contracts and options thereon may be used only if the investment adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that are materially greater than the risks associated with trading on CFTC-regulated exchanges.

    A put option on a security may be written only if the investment adviser intends to acquire the security. Credit exposure on equity swaps to any one counterparty will be limited to 5% or less of net assets. Call options written on securites will be covered by ownership of the securities subject to the call option or an offsetting option.

    Asset Coverage. To the extent required by SEC guidelines, each ^ Portfolio and Tax-Managed Dividend Income Fund will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

    Real Estate Investment Trusts. Each Portfolio and Tax-Managed Dividend Income Fund may invest in real estate investment trusts ("REITs"), and therefore, is subject to the special risks associated with real estate. Securities of companies in the real estate industry are sensitive to factors such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types.

    ^ Pooled Investment ^ Vehicles . Each ^ Portfolio and Tax-Managed Dividend Income Fund reserves the right to invest up to 10% of its total assets, calculated at the time of purchase, in the securities of pooled investment vehicles including other investment companies unaffiliated with the investment adviser. Each ^ Portfolio and Tax-Managed Dividend Income Fund will indirectly bear its proportionate share of any management fees paid by pooled investment ^ vehicles in which it invests in addition to the advisory fee paid by each Portfolio and Tax-Managed Dividend Income Fund. Please refer to “Cash Equivalents” for additional information about investment in other investment companies. The 10% limitation does not

    4


    apply to investments in money market funds and certain other pooled investment vehicles. If each Portfolio and Tax-Managed Dividend Income Fund invests in Cash Management Portfolio, an affiliated money market fund, the ^ management fee paid on such investment will be credited against each Portfolio and Tax-Managed Dividend Income Fund’s management fee.

    Exchange-Traded Funds. Each Portfolio and Tax-Managed Dividend Income Fund may invest in shares of exchange-traded funds (collectively, “ETFs”), which are designed to provide investment results corresponding to an index. These indexes may be either broad-based, sector or international and may include Standard & Poor’s Depositary Receipts (“SPDRs”), DIAMONDS, Nasdaq-100 Index Tracking Stock (also referred to as “Nasdaq-100 Shares”), iShares exchange-traded funds ("iShares"), such as iShares Russell 2000 Growth Index Fund and HOLDRS (Holding Company Depositary Receipts). ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities, in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. The benchmark indices of SPDRs, DIAMONDS and Nasdaq-100 Shares are the Standard & Poor’s 500 Stock Index, the Dow Jones Industrial Average and the Nasdaq-100 Index, respectively. The benchmark index for iShares varies, generally corresponding to the name of the particular iShares fund. ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities (or commodities) of the benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.

    Investments in ETFs are generally subject to limits in the 1940 Act on investments in other investment companies. The values of ETFs are subject to change as the values of their respective component securities (or commodities) fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an equity index involve certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of ETFs invested in by the Portfolio and Tax-Managed Dividend Income Fund. Moreover, a Portfolio and Tax-Managed Dividend Income Fund’s investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.

    Typically, ETF programs bear their own operational expenses, which are deducted from the dividends paid to investors. To the extent that each Portfolio and Tax-Managed Dividend Income Fund invests in ETFs, the Portfolio and Tax-Managed Dividend Income Fund must bear these expenses in addition to the expenses of its own operation.

    Short Sales. A ^ Portfolio and Tax-Managed Dividend Income Fund may sell individual securities short if it owns at least an equal amount of the security sold short or 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 (a covered short sale). A ^ Portfolio and Tax-Managed Dividend Income Fund may sell short securities representing an index or basket of securities whose constituents the Portfolio or Tax-Managed Dividend Income Fund holds in whole or in part. A short sale of an index or basket of securities will be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the ^ Portfolio or Tax-Managed Dividend Income Fund .

    The seller of a short position generally realizes a profit on the transaction if the price it receives on the short sale exceeds the cost of closing out the position by purchasing securities in the market, but generally realizes a loss if the cost of closing out the short position exceeds the proceeds of the short sale. The exposure to loss on covered short sales (to the extent the value of the security sold short rises instead of falls) is offset by the increase in the value of the underlying security or securities retained. The profit or loss on a covered short sale is also affected by the borrowing cost of any securities borrowed in connection with the short sale (which will vary with market conditions) and use of the proceeds of the short sale. Each Portfolio and Tax-Managed Dividend Income Fund expects normally to close its covered short sales by delivering newly-acquired stock.

    Exposure to loss on an index or a basket of securities sold short will not be offset by gains on other securities holdings to the extent that the constituent securities of the index or a basket of securities sold short are not held by a Portfolio and Tax-Managed Dividend Income Fund. Such losses may be substantial.

    Securities Lending. As described in the prospectus, a Portfolio and Tax-Managed Dividend Income Fund may seek to earn income by lending portfolio securities to broker-dealers and other institutional investors. Cash collateral received by a Portfolio and Tax-Managed Dividend Income Fund in respect of loaned securities is invested in Eaton Vance Cash Collateral Fund, LLC (“Cash Collateral Fund”), a privately offered investment company holding high quality, U.S. dollar denominated money market instruments. As compensation for its services as manager, Eaton Vance is paid a fee at a rate of 0.08% annually of the average daily net assets of Cash Collateral Fund. Eaton Vance pays all of Cash Collateral Fund’s custody,

    5


    audit and other ordinary operating expenses, excluding extraordinary, non-recurring items such as expenses incurred in connection with litigation, proceedings, claims and reorganization expenses. Payments to Eaton Vance for managing Cash Collateral Fund are in addition to the investment advisory fee paid by a Portfolio and Tax-Managed Dividend Income Fund to Eaton Vance or BMR.

    ^ Cash Equivalents . Each Portfolio and Tax-Managed Dividend Income Fund may invest in cash equivalents to invest daily cash balances or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government ^ obligations and may include Cash Management Portfolio, an affiliated money market fund which invests in such short-term securities.

    Portfolio Turnover. Each 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 mutual funds with a similar investment strategy, except to the extent each Portfolio sells securities in order to generate capital losses. Selling securities for such purposes will increase each Portfolio’s turnover rate and the trading costs it incurs.

    ^ Tax-Managed Dividend Income Fund cannot accurately predict its portfolio turnover ^ rate but ^the annual turnover rate ^ may exceed 100% in connection with dividend capture strategies or to the extent ^ the Fund sells securities in order to generate capital losses. Selling securities for such purposes will increase ^ the Fund ’s turnover rate and the trading costs it incurs . For the fiscal year ended April 30, 2006, and for the period ended October 31, 2006, the Fund’s portfolio turnover rate was 247% and 46%, respectively, as a result of the Fund’s dividend capture trading strategies. Portfolio turnover may be higher during certain periods due to the seasonality of opportunities to excercise the Fund’s dividend capture trading strategies .

    Diversified Status. Each of the Funds and Portfolios are a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. Government obligations) and (2) it may not own more than 10% of the outstanding voting securities of any one issuer. With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

    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 a Fund’s outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the shares of a 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 a Fund. Accordingly, each Fund may not:

    (1)      Borrow money or issue senior securities except as permitted by the 1940 Act;
     
    (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, (c) lending portfolio securities, and (d) (except for Tax-Managed Small-Cap Growth and Tax-Managed International Equity Funds) lending cash consistent with applicable law;
     
    (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 . For purposes of this restriction for Tax-Managed Dividend Income Fund, electric utility companies, gas utility companies, integrated utility companies, telephone companies and water companies are considered separate industries .
     

    6


    In connection with Restriction (1) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money, except for the limited purposes described in the prospectus.

    Notwithstanding the investment policies and restrictions of each Fund, a Fund may invest all of its investable assets in an open-end management investment company with substantially the same investment objective, policies and restrictions as the Fund; moreover, Tax-Managed Equity Asset Allocation Fund may invest its investable assets in other open-end management companies in the same group of investment companies as the Fund, and Tax-Managed Dividend Income Fund may, subject to Trustee approval, invest its investable assets in two or more open-end management investment companies which together have substantially the same investment objective, policies and restrictions as the Fund, to the extent permitted by Section 12(d)(1)(G) of the 1940 Act.

    Each Portfolio has adopted substantially the same fundamental investment restrictions as the foregoing investment restrictions adopted by each Fund; such restrictions cannot be changed without the approval of a “majority of the outstanding voting securities” of a Portfolio. In addition, a Portfolio may not invest in other open-end management investment companies in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act to the extent that a Fund or any other investor in the Portfolio acquires securities in the Portfolio in reliance on Section 12(d)(1)(G) of such Act.

    The following nonfundamental investment policies have been adopted by each Fund and Portfolio. A nonfundamental investment policy may be changed by the Trustees with respect to a Fund without approval by the Fund’s shareholders or, with respect to a Portfolio, without approval of the Fund or its other investors. Each Fund and Portfolio will not:

    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, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by a Fund and Portfolio of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel a Fund and Portfolio to dispose of such security or other asset. However, a Fund and Portfolio must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

    MANAGEMENT AND ORGANIZATION

    Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of each Portfolio are responsible for the overall management and supervision of the affairs of each Portfolio. The Trustees and officers of the Trust and the Portfolios 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. Trustees and officers of the Trust and the Portfolios hold indefinite terms of office. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance Inc. and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. EVD is the principal underwriter of each ^ Fund (see "Principal Underwriter" under "Other Service Providers"). Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

    7


    As used in the table below, “IEP” refers to International Equity Portfolio, “MCCP” refers to Mid-Cap Core Portfolio, “MCOP” refers to Multi-Cap Opportunity Portfolio, “SCGP” refers to Small-Cap Growth Portfolio, "SCVP" refers to Small-Cap Value Portfolio and “VP” refers to Value Portfolio.

                    Number of Portfolios     
                    in Fund Complex     
        Position(s) with    Term of Office and          Overseen By     
    Name and Date of Birth     the Trust/Portfolio    Length of Service     Principal Occupation(s) During Past Five Years     Trustee (1)     Other Directorships Held  
     
    Interested Trustee                     
     
    JAMES B. HAWKES    Trustee    Trustee of the Trust    ^ Chairman and Chief Executive Officer of EVC, BMR, Eaton Vance and             ^ 170     Director of EVC 
    11/9/41        since 1991; of IEP    EV^; Director of EV; Vice President and Director of EVD. Trustee and/         
            and SCGP since    or officer of ^ 1 70 registered investment companies in the Eaton Vance         
            1998; of MCOP    Fund Complex. Mr. Hawkes is an interested person because of his         
            since 2000; of VP    positions with BMR, Eaton Vance, EVC and EV, which are affiliates of         
            since 2001;    the Trust and Portfolios.         
            Trustee and             
            President of MCCP             
            and SCVP since             
            2001             
                       
     
     
    Noninterested Trustees                     
     
    BENJAMIN C. ESTY    Trustee    Since 2005    Roy and Elizabeth Simmons Professor of Business Administration,             ^ 170     None 
    1/2/63            Harvard University Graduate School of Business Administration (since         
                2003). Formerly, Associate Professor, Harvard University Graduate         
                School of Business Administration (2000-2003).         
     
    SAMUEL L. HAYES, III    Chairman of the    Trustee of the Trust    Jacob H. Schiff Professor of Investment Banking Emeritus, Harvard             ^ 170     Director of Tiffany & Co. 
    2/23/35    Board and Trustee     since 1986; of IEP    University Graduate School of Business Administration. Director of        (specialty retailer) 
            and SCGP since    Yakima Products, Inc. (manufacturer of automotive accessories) (since         
            1998; of MCOP    2001) and Director of Telect, Inc. (telecommunication services         
            since 2000; and of    company^).         
            MCCP, SCVP and             
            VP since 2001;             
            and Chairman of             
            the Board since             
            2005^^             
     
    WILLIAM H. PARK    Trustee    Since 2003    Vice Chairman, Commercial Industrial Finance Corp. (specialty finance             ^ 170     None 
    9/19/47            company) (since ^ 2006 ). Formerly, President and Chief Executive         
                Officer, Prizm Capital Management, LLC (investment management         
                firm) (2002-2005^).         
     
    RONALD A. PEARLMAN    Trustee    Since 2003    Professor of Law, Georgetown University Law ^ Center . ^              ^ 1 70     None 
    7/10/40                     
     
    NORTON H. REAMER    Trustee    Trustee of the Trust    President, Chief Executive Officer and a Director of Asset Management             ^ 170     None 
    9/21/35        since 1986; of IEP    Finance Corp. (a specialty finance company serving the investment         
            and SCGP since    management industry) (since October 2003). President, Unicorn         
            1998; of MCOP    Corporation (an investment and financial advisory services company)         
            since 2000; and of    (since September 2000). Formerly, Chairman and Chief Operating         
            MCCP, SCVP and    Officer, Hellman, Jordan Management Co., Inc. (an investment         
            VP since 2001    management company) (2000-2003). Formerly, Advisory Director of         
                Berkshire Capital Corporation (investment banking firm) (2002-         
                2003). ^         
     
    LYNN A. STOUT    Trustee    Trustee of the    Professor of Law, University of California at Los Angeles School of             ^ 1 70     None 
    9/14/57        Trust, IEP and    ^Law^ .          
            SCGP since 1998;             
            of MCOP since             
            2000; and of             
            MCCP, SCVP and             
            VP since 2001             
     
    RALPH F. VERNI    Trustee    Since 2005    ^               ^ 170     ^  
    1/26/43            Consultant and private investor.         None  

    (1) Includes both master and feeder funds in a master-feeder structure.

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    Principal Officers who are not Trustees

        Position(s) with    Term of Office and     
    Name and Date of Birth     the Trust/Portfolio     Length of Service     Principal Occupation(s) During Past Five Years  
     
     
    THOMAS E. FAUST JR.    President of the Trust; Vice    President of the Trust since 2002;    President ^of EVC ^ , ^ ^Eaton Vance, BMR and EV , and Director of EVC . ^ Chief Investment Officer 
    5/31/58    President of MCCP and SCVP    Vice President of MCCP and SCVP    of EVC, Eaton Vance and BMR. ^ ^ ^Officer of ^ 71 registered investment companies and 5 private  
            since 2001    investment companies managed by Eaton Vance or BMR. 
     
    DUNCAN W. RICHARDSON    Vice President of the Trust;    Vice President of the Trust since    Executive Vice President and Chief Equity Investment Officer of EVC^ , Eaton Vance and BMR. Officer 
    10/26/57    President of IEP, MCOP, SCGP and    2001; President of IEP, MCOP,    of ^ 71 registered investment companies managed by Eaton Vance or BMR. 
        VP    SCGP and VP since 2002     
               
    WILLIAM H. AHERN, JR.    Vice President of the Trust    Since 1995    Vice President of Eaton Vance and BMR. Officer of ^ 71 registered investment companies managed 
    7/28/59            by Eaton Vance or BMR. 
     
    EDWARD R. ALLEN, III    Vice President of IEP    Since 2004    Partner and Chairman of the International Investment Committee of ^ Eagl e Global Advisers, L.L.C
    7/5/60            ("Eagle"). Officer of 3 ^registered investment ^ companies managed by Eaton Vance or BMR. 
     
    WILLIAM O. BELL, IV    Vice President of MCCP    Since 2005    Vice President of Atlanta Capital Management Company, L.L.C. ("Atlanta Capital ") . Officer of ^ 2  
    7/26/73            registered investment ^ companies managed by Eaton Vance or BMR. 
     
    CYNTHIA J. CLEMSON    Vice President of the Trust    Since 2005    Vice President of Eaton Vance and BMR. Officer of ^ 86 registered investment companies managed 
    3/2/63            by Eaton Vance or BMR. 
     
    KEVIN S. DYER    Vice President of the Trust    Since 2005    Assistant Vice President of Eaton Vance and BMR. Officer of ^ 25 registered investment companies 
    2/21/75            managed by Eaton Vance or BMR. 
     
    ARIEH COLL    Vice President of MCOP    Since 2000    Vice President of Eaton Vance and BMR. Officer of 4 registered investment companies managed by 
    11/9/63            Eaton Vance or BMR. 
     
    GREGORY R. GREENE    Vice President of SCVP    Since 2006    Managing Director of Fox Asset Management LLC (" Fox^ ") . Officer of ^ 16 registered investment 
    11/13/66            companies managed by Eaton Vance or BMR. 
     
    WILLIAM R. HACKNEY, III    Vice President of MCCP    Since 2001    Managing Partner and member of the Executive Committee of Atlanta Capital. Officer of 3 
    4/12/48            registered investment companies managed by Eaton Vance or BMR. 
     
    THOMAS N. HUNT, III    Vice President of IEP    Since 2004    Partner of ^ Eagle Global Advisers, L.L.C . Officer of ^ 3 registered investment ^ companies managed 
    11/6/64            by Eaton Vance or BMR. 
     
    MARILYN ROBINSON IRVIN    Vice President of the MCCP    Since 2005    Senior Vice President and Principal of Atlanta Capital. Officer of ^ 2 registered investment 
    6/17/58            ^ companies managed by Eaton Vance or BMR. 
     
    AAMER KHAN    Vice President of the Trust    Since 2005    Vice President of Eaton Vance and ^ BMR . ^Officer ^ of ^ 29 registered investment companies 
    6/^ 7 /60            managed by Eaton Vance or BMR. 

    9


    THOMAS H. LUSTER    Vice President of the Trust    Since 2006    Vice President of Eaton Vance and BMR. Officer of 45 registered investment companies managed 
    4/8/62                    by Eaton Vance or BMR.     
     
    MICHAEL R. MACH    Vice President of the Trust and VP    Vice President of the Trust   Vice President of Eaton Vance and BMR. Officer of ^ 51 registered investment companies managed 
    7/15/47            since 1999; of VP since 2001    by Eaton Vance or BMR.     
     
    ROBERT B. MACINTOSH    Vice President of the Trust    Since 1998    Vice President of Eaton Vance and BMR. Officer of ^ 86 registered investment companies managed 
    1/22/57                    by Eaton Vance or BMR.     
     
    ^                          
    ROBERT J. MILMORE    Vice President of SCVP    Since 2006    Assistant Vice President of Fox since 2005. Previously, Manager of International Treasury of 
    4/3/69            Cendant Corporation. Officer of 16 registered investment companies managed by Eaton Vance or 
                        BMR.     
     
    J. BRADLEY OHLMULLER    Vice President of SCVP    Since 2005    Principal of Fox and member of the Investment Committee since 2004. Previously, Vice President 
    6/14/68                    and research analyst at Goldman Sachs & Co. (2001-2004). Officer of 1 registered investment 
                        company managed by Eaton Vance or BMR. 
     
    CLIFF QUISENBERRY, JR.    Vice President of the Trust    Since 2006    Vice President and Director of Research and Product Development of Parametric Portfolio Associates. 
    1/1/65                    Officer of 30 registered investment companies managed by Eaton Vance or BMR. 
     
    WALTER A. ROW, III    Vice President of the Trust    Since 2001    Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of ^ 33 registered 
    7/20/57                    investment companies managed by Eaton Vance or BMR. 
     
    JUDITH A. SARYAN    Vice President of the Trust    Since 2003    Vice President of Eaton Vance and BMR. Officer of 50 ^ registered investment companies managed 
    8/21/54                    by Eaton Vance or BMR.     
     
    SUSAN SCHIFF    Vice President of the Trust    Since 2002    Vice President of Eaton Vance and BMR. Officer of ^ 30 registered investment companies managed 
    3/13/61                    by Eaton Vance or BMR.     
     
    THOMAS SETO    Vice President of the Trust    Since 2007    Vice President and Director of Portfolio Management of Parametric Portfolio Associates. Officer of 
    9/27/62                    27 registered investment companies managed by Eaton Vance or BMR. 
     
    DAVID M. STEIN    Vice President of the Trust    Since 2007    Managing Director and Chief Investment Officer of Parametric Portfolio Associates. Officer of 27 
    5/4/51                    registered investment companies managed by Eaton Vance or BMR. 
     
    NANCY B. TOOKE    Vice President of SCGP    Since 2006    Vice President of Eaton Vance and BMR since 2006. Previously, Senior Managing Director and 
    10/25/46                    small- and mid-cap core portfolio manager with ForstmannLeff Associates (2004-2006). 
                        Previously, Executive Vice President and portfolio manager with Schroder Investment Management 
                        North America, Inc. (1994-2004). Officer of 3 registered investment companies managed by 
                        Eaton Vance or BMR.     
     
    KRISTIN S. ANAGNOST    Treasurer of IEP        Since 2002*    Assistant Vice President of Eaton Vance and BMR. Officer of ^ 95 registered investment companies 
    6/12/65                    managed by Eaton Vance or BMR.     
     
    BARBARA E. CAMPBELL    Treasurer of the Trust        Since 2005*    Vice President of Eaton Vance and BMR. Officer of ^ 170 registered investment companies 
    6/19/57                    managed by Eaton Vance or BMR.     

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    KEVIN M. CONNERTY    Treasurer of MCOP and VP    Since 2005    Vice President of Eaton Vance and BMR.  Previously^ , Director and Vice President of PFPC Inc. 
    4/20/64            (1999-2005). Officer of ^ 95 registered investment companies managed by Eaton Vance or BMR. 
     
    ALAN R. DYNNER    Secretary    Secretary of the Trust since 1997;    Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance, EVD, EV and EVC. Officer 
    10/10/40        of IEP and SCGP since 1998; of    of ^ 170 registered investment companies managed by Eaton Vance or BMR. 
            MCOP since 2000; and of MCCP,         
            SCVP and VP since 2001         
     
    MICHELLE A. GREEN ^ Treasurer of MCCP, SCGP Since 2002*  Vice President of Eaton Vance and BMR.  ^Officer of ^ 63 registered investment companies 
    8/25/69    and SCVP       managed by Eaton Vance or BMR.     
     
    PAUL M. O’NEIL    Chief Compliance Officer    Since 2004    Vice President of Eaton Vance and BMR.  Officer of ^ 170 registered investment companies 
    7/11/53            managed by Eaton Vance or BMR.     

    * Prior to 2002, Ms. Green served as Assistant Treasurer of Small-Cap Growth Portfolio since 1998 and of Small-Cap Value and Mid-Cap Core Portfolios since 2001, Ms. Anagnost served as Assistant Treasurer of International Equity Portfolio since 1998 and of Multi-Cap Opportunity Portfolio since 2000 and Ms. Campbell served as Assistant Treasurer of Value Portfolio since 2001.

    The Board of Trustees of the Trust and the Portfolios have several standing Committees, including the Governance Committee, the Audit Committee and the Special Committee. The Governance, the Audit and the Special Committees are each comprised of only noninterested Trustees.

    ^ Ms. Stout (Chair) and Messrs. Esty, Hayes, Park, Reamer and Verni are members of the Governance Committee of the Board of Trustees of the ^ Trust and a Portfolio . The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended ^ October 31, 2006 , the Governance Committee convened ^ four times .

    The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

    Messrs. ^ Reamer (Chairman), Hayes, Park, Verni and Ms. Stout are members of the Audit Committee of the Board of Trustees of the Trust and the Portfolios. The Board of Trustees has designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as audit committee financial experts. The Audit Committee’s purposes are to (i) oversee each Fund and Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund and Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Fund and Portfolio’s compliance with legal and regulatory requirements that relate to each Fund and Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement of a Fund. During the fiscal year ended ^ October 31, 2006 , the Audit Committee convened four times.

    Messrs. Hayes (Chairman), Esty, Park, Reamer and Verni are currently members of the Special Committee of the Board of Trustees of the Trust and the Portfolios. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Funds and Portfolios, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Funds, Portfolios or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees,

    11


    unless the matter is within the responsibilities of the Audit Committee or the Governance Committee. During the fiscal year ended ^ October 31, 2006 , the Special Committee convened ^ ten times.

    Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in each Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, ^ 2006 . Interests in a Portfolio cannot be purchased by a Trustee.^

        Dollar Range of Equity Securities Owned by
            Fund Name     Benjamin C.
    Esty
    (2)  
      James B.
    Hawkes
    (1)  
      Samuel L.
    Hayes
    (2)  
      William H.
    Park
    (2)  
      Ronald A.
    Pearlman
    (2)  
      Norton H.
    Reamer
    (2)  
      Lynn A.
    Stout
    (2)  
      Ralph F.
    Verni
    (2)  
    Tax-Managed Dividend                                  
        Income Fund               None               None               None     $10,001 - $50,000                 None               None             None             None  
    Tax-Managed Equity                                 
        Asset Allocation Fund             None     over $100,000             None             None               None             None           None           None 
    Tax-Managed                                
      International Growth                                 
        Fund             None             None             None             None               None             None           None           None 
    Tax-Managed Mid-Cap                                 
        Core Fund             None             None             None             None               None             None           None           None 
    Tax Managed Multi Cap                                 
        Opportunity Fund             None             None             None             None               None             None           None           None 
    Tax-Managed Small-                                 
        Cap Growth Fund             None    ^$0 - $10,000 (3)              None             None               None             None           None           None 
    Tax-Managed Small-                                 
        Cap Value Fund             None             None             None             None               None             None           None           None 
    Tax-Managed Value                         ^$50,001 -              
        Fund             None     over $100,000             None             None            $100,000              None           None           None 
    Aggregate Dollar Range                                 
    of Equity Securities                                 
    Owned in all Registered                                 
    Funds Overseen by                                 
    Trustee in the Eaton                                 
    Vance Family of Funds     over $100,000     over $100,000     over $100,000     over $100,000       over $100,000     over $100,000    over $100,000*    over $100,000* 

    (1) Interested Trustees
    (2) Noninterested Trustees
    (3) Includes shares held by Mr. Hawkes’ spouse.
    * Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.

    As of December 31, ^ 2006 , no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no noninterested Trustee (or their immediate family members) had:

    1. Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;

    2. Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or

    3. Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

    During the calendar years ended December 31, ^ 2005 and December 31, ^ 2006 , no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or a Portfolio or any of their immediate family members served as an officer.

    12


    Trustees of each ^ Portfolio and Tax-Managed Dividend Income Fund 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 or her deferred fees invested by a ^ Portfolio and Tax-Managed Dividend Income Fund in the shares of one or more funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees under the Trustees’ Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Trustees’ Plan will have a negligible effect on a ^ Portfolio and Tax-Managed Dividend Income Fund ’s assets, liabilities, and net income per share, and will not obligate a ^ Portfolio and Tax-Managed Dividend Income Fund to retain the services of any Trustee or obligate a ^ Portfolio and Tax-Managed Dividend Income Fund to pay any particular level of compensation to the Trustee. Neither the Trust nor the Portfolios has a retirement plan for Trustees.

    The fees and expenses of the Trustees of the Trust and the Portfolios are paid by the Funds (and other series of the Trust) and the Portfolios, respectively. (A Trustee of the Trust and the Portfolios who is a member of the Eaton Vance organization receives no compensation from the Trust and the Portfolios.) During the fiscal year ended ^ October 31, 2006 , the Trustees of the Trust and the Portfolios earned the following compensation in their capacities as Trustees from the Trust and the Portfolios. For the year ended December 31, ^ 2006 , the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

                                                     
    Source of Compensation     Benjamin C.
    Esty
     
      Samuel L.
    Hayes
     
      William H.
    Park
    (3)  
      Ronald A
    Pearlman
      Norton H.
    Reamer
     
      Lynn A.
    Stout
    (4)  
      Ralph F.
    Verni
    (5)  
    Trust (2)         ^$11,541         ^$17,902       ^$11,030     ^$11,384     ^$11,508     ^$12,060       ^$11,881  
    International Equity Portfolio          ^1,541           ^2,547         ^1,552       ^ 1,516     ^1,652       ^1,594       ^1 ,503  
    Mid-Cap Core Portfolio      ^874           ^1,537             ^927     ^856     ^1,004     ^ 893       ^ 803  
    Multi-Cap Opportunity Portfolio       ^ 1,327           ^2,227       ^1,354     ^ 1,306     ^1,447     ^ 1,379       ^ 1,280  
    Small-Cap Growth Portfolio        ^ 1,518         ^ 2,513         ^1,530     ^ 1,492     ^1,629     ^ 1,568       ^ 1,479  
    Small-Cap Value Portfolio      ^874         ^ 1,537             ^927     ^ 856     ^1,004     ^   893       ^ 803  
    Value Portfolio        ^ 3,330         ^ 5,259       ^3,231       ^3,284     ^3,389       ^3,479       ^ 3,381  
    Trust and Fund Complex (1)         ^185,000         ^300,000       ^185,000 (6)     ^185,000     ^195,000     ^195,000 (7)       ^185,000 (8)  

    (1) As of March 1, ^ 2007 , the Eaton Vance fund complex consists of ^ 170 registered investment companies or series thereof. ^
    (2) The Trust consisted of ^ 25 Funds as of October 31, ^ 2006 .
    (3) Includes deferred compensation as follows: International Equity - $1,^ 473 ; Mid-Cap Core - $^ 885 ; Multi-Cap Opportunity - $1,^ 301 ; Small-Cap Growth - $1,^ 462 ; Small-Cap Value - $^ 885 ; and Value -$3,^ 082 .
    (4) Includes deferred compensation as follows: International Equity - $^ 446 ; Mid-Cap Core - $^ 250 ; Multi-Cap Opportunity - $^ 387 ; Small-Cap Growth - $^ 439 ; Small-Cap Value - $^ 250 ; and Value - $^ 974 .
    (5) Includes deferred compensation as follows: International Equity - $^ 900 ; Mid-Cap Core - $^ 481 ; Multi-Cap Opportunity - $^ 767 ; Small-Cap Growth - $^ 885 ; Small-Cap Value - $^ 481 ; and Value - $^ 2 ,^ 025 .
    (6) Includes ^ $ 141,806 of deferred compensation.
    (7) Includes $45,000 of deferred compensation.
    (8) Includes $60,000 of deferred compensation.

    Organization. ^ Each Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 and is operated as an open-end management investment company. On March 1, 2002, Tax-Managed Multi-Cap Opportunity Fund changed its name from "Eaton Vance Tax-Managed Capital Appreciation Fund" to "Eaton Vance Tax-Managed Multi-Cap Opportunity Fund" and Tax-Managed Small-Cap Growth Fund changed its name from "Eaton Vance Tax-Managed Emerging Growth Fund 1.2" to "Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2" . On May 17, 2004, Tax-Managed International Growth Fund changed its name from "Eaton Vance Tax-Managed International Growth Fund" to "Eaton Vance Tax-Managed International Equity Fund". On April 28, 2006, Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 merged into Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 and the name changed from "Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1" to "Eaton Vance Tax-Managed Small-Cap Growth Fund" on May 1, 2006.

    The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as a Fund). The Trustees of the Trust have divided the shares of each Fund into multiple classes. Each class represents an interest in a 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 a 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 a Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.

    13


    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 or her 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 communication with shareholders about such a meeting.

    The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trust’s By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her 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 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 Fund property 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 each Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of each 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 Portfolios were organized as trusts under the laws of the state of New York on June 22, 1998 (Small-Cap Growth and International Equity Portfolios), on February 28, 2000 (Multi-Cap Opportunity Portfolio), on February 13, 2001 (Value Portfolio) and on December 10, 2001 (Mid-Cap Core and Small-Cap Value Portfolios) and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of each 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 each Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding ^ interests 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.

    14


    Each Portfolio’s Declaration of Trust provides that a 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 a 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 a Fund investing in the Portfolio.

    A Fund may be required to vote on matters pertaining to a Portfolio. When required by law to do so, 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. A 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 a 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, a 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 a Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing.

    A Fund may withdraw (completely redeem) all its assets from the Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event a 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. A 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.

    Proxy Voting Policy. The Boards of Trustees of the Trust and the Portfolios have adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to each Fund’s and Portfolio’s investment adviser or sub-adviser and adopted the investment adviser or sub-adviser’s proxy voting policies and procedures (the “Policies”). The Trustees will review each Fund’s and Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment adviser and investment subadviser Policies, see Appendix D, Appendix E, Appendix F, Appendix G and Appendix H. Information on how each Fund and Portfolio voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

    INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

    Investment Advisory Services. The investment adviser manages the investments and affairs of each ^ Portfolio, Tax-Managed Equity Asset Allocation Fund and Tax-Managed Dividend Income Fund and provides related office facilities and personnel subject to the supervision of the Portfolio’s and Trust's Board of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the ^ Portfolio and Tax-Managed Dividend Income Fund and what portion, if any, of the ^ Portfolio and Tax-Managed Dividend Income Fund ’s assets will be held uninvested. Each Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolio and the Trust  who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

    For a description of the compensation paid to the investment adviser 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 for each ^ Portfolio, Tax-Managed Equity Asset Allocation Fund and Tax-Managed Dividend Income Fund is computed as follows:^

                                     Tax-Managed Dividend Income Fund
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level) 
    $500 million but less than $1 billion       0.625% 
    $1 billion but less than $2.5 billion       0.600% 
    $2.5 billion and over       0.575% 

    15


                                       Tax-Managed Equity Asset Allocation Fund     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)  
    $500 million but less than $1 billion       0.750% 
    $1 billion but less than $1.5 billion       0.725% 
    $1.5 billion but less than $2.5 billion       0.700% 
    $2.5 billion and over       0.675% 
                                        Tax-Managed International Equity Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)  
    $500 million but less than $1 billion       0.9375% 
    $1 billion but less than $2.5 billion       0.8750% 
    $2.5 billion but less than $5 billion       0.8125% 
    $5 billion and over       0.7500% 
                                              Tax-Managed Mid-Cap Core Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)
    $500 million but less than $1 billion       0.750% 
    $1 billion but less than $2.5 billion       0.725% 
    $2.5 billion but less than $5 billion       0.700% 
    $5 billion and over       0.675% 
                                      Tax-Managed Multi-Cap Opportunity Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)
    $500 million but less than $1 billion       0.625% 
    $1 billion but less than $2.5 billion       0.600% 
    $2.5 billion and over       0.600% 
                                          Tax-Managed Small-Cap Growth Portfolio     
        Annual 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% 
                                            Tax-Managed Small-Cap Value Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)  
    $500 million but less than $1 billion       0.9375% 
    $1 billion but less than $2.5 billion       0.8750% 
    $2.5 billion but less than $5 billion       0.8125% 
    $5 billion and over       0.7500% 

    16


    Pursuant to Tax-Managed Value Portfolio’s investment advisory agreement and a Fee Reduction Agreement dated March 27, 2006, Tax-Managed Value Portfolio’s investment advisory fee on assets of $500 million and over is computed as follows:

                                                   Tax-Managed Value Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)
    $500 million but less than $1 billion       0.625% 
    $1 billion but less than $2 billion       0.600% 
    $2 billion but less than $5 billion       0.575% 
    $5 billion and over       0.555% 

    Pursuant to Investment Sub-Advisory Agreements between BMR and each sub-adviser, BMR pays the following compensation to Atlanta Capital Management Company LLC (“Atlanta Capital”), Fox Asset Management LLC (“Fox”) and Eagle Global Advisors, L.L.C. ("Eagle") for providing sub-advisory services to Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Small-Cap Value Portfolio and Tax-Managed International Equity Portfolio, respectively:

                                              Tax-Managed Mid-Cap Core Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)  
    up to $500 million       .5500% 
    $500 million but less than $1 billion       .5250% 
    $1 billion but less than $2.5 billion       .5125% 
    $2.5 billion but less than $5 billion       .5000% 
    $5 billion and over       .4875% 
                                            Tax-Managed Small-Cap Value Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)  
    up to $500 million       .75000% 
    $500 million but less than $1 billion       .71875% 
    $1 billion but less than $2.5 billion       .68750% 
    $2.5 billion but less than $5 billion       .65625% 
    $5 billion and over       .62500% 
                                        Tax-Managed International Equity Portfolio     
        Annual Fee Rate 
    Average Daily Net Assets for the Month     (for each level)
    up to $500 million       .50000% 
    $500 million but less than $1 billion       .46875% 
    $1 billion but less than $2.5 billion       .43750% 
    $2.5 billion but less than $5 billion       .40625% 
    $5 billion and over       .37500% 

    At October 31, 2006, Tax-Managed Dividend Income Fund had net assets of $1,293,737,274. For the period from May 1, 2006 to October 31, 2006, the Fund paid Eaton Vance advisory fees of $3,346,304. For the fiscal years ended April 30, 2006 and 2005 and for the period from the start of business, May 30, 2003, to April 30, 2004, the Fund paid Eaton Vance advisory fees of $4,380,016, $2,225,319 and $584,010, respectively. Eaton Vance has agreed to reduce the advisory fee by an amount equal to that portion of commissions paid to broker dealers in execution of portfolio transactions that is consideration for third-party research services. For the fiscal years ended April 30, 2006 and 2005, Eaton Vance waived $67,418 and $33,151, respectively, of its advisory fee.

    At October 31, ^ 2006 , Tax-Managed Equity Asset Allocation Fund had net assets of $^ 601 ,^ 304 ,^ 394 . For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Fund paid Eaton Vance advisory fees of $^ 558 ,^ 727 , $^ 458 ,^ 984 and $^ 303 ,^ 169 , respectively, and the Fund’s allocated portion of the advisory fees paid by the Portfolios in which it invests totaled $^ 3 ,^ 671 ,^ 485 , $2,^ 940 ,^ 052 and $^ 2 ,^ 284 ,^ 660 , respectively.

    17


    At October 31, ^ 2006 , Tax-Managed International Equity Portfolio had net assets of $ ^ 228 , ^ 276 , ^ 790 . For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $1, ^ 893 , ^ 653 , $1, ^ 433 , ^ 736 and $ ^ 1,225 , ^ 372 , respectively. In addition, BMR paid Eagle sub-advisory fees of $946,826, $716,953 and $285,444 for the fiscal ^ years ended October 31, 2006 and 2005 and for the period May 17, 2004 to October 31, 2004, respectively.

    At October 31, ^ 2006 , Tax-Managed Mid-Cap Core Portfolio had net assets of $ ^ 97 , ^ 876 , ^ 752 . BMR ^ and Atlanta Capital have agreed to reduce ^ their respective investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio transactions that is consideration for third-party research services. For the fiscal ^ years ended October 31, 2006 and 2005 and for the period May 1, 2004 to October 31, 2004, BMR waived $5,640, $5,945 and $2,466, respectively, of its advisory ^ fee and Atlanta Capital in turn waived $5,640 of its sub-advisory fee for the fiscal year ended October 31, 2006 . For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $ ^ 726 , ^ 984 , $ ^ 591 , ^ 529 and $ ^ 470 , ^ 752 , respectively. In addition, BMR paid Atlanta Capital sub-advisory fees of $ ^ 499 , ^ 802 , $ ^ 405 , ^ 729 and $ ^ 324 , ^ 496 , respectively, for the same period.

    At October 31, ^ 2006 , Tax-Managed Multi-Cap Opportunity Portfolio had net assets of $ ^ 150 , ^ 562 , ^ 696 . BMR has also agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio security transactions that is consideration for third-party research services. For the fiscal ^ years ended October 31, 2006, 2005 and for the period from May 1, 2004 to October 31, 2004, BMR waived $8,866, $8,178 and $4,355, respectively, of its advisory fee. For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $ ^ 943 , ^ 289 , $ ^ 804 , ^ 940 and $ ^ 678 , ^ 379 , respectively.

    ^ At October 31, ^ 2006 , Tax-Managed Small-Cap Growth Portfolio had net assets of $ ^ 159 , ^ 050 , ^ 010 . BMR has agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio transactions that is consideration for third-party research services. For the fiscal ^ years ended October 31, 2006 and 2005, BMR waived $2,264 and $7, ^ 967, respectively, of its advisory fee. For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $ ^ 999 , ^ 203 , $1, ^ 052 , ^ 955 and $1, ^ 292 , ^ 277 , respectively.

    At October 31, ^ 2006 , Tax-Managed Small-Cap Value Portfolio had net assets of $ ^ 54 , ^ 331 , ^ 135 . For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $ ^ 536 , ^ 925 , $ ^ 561 , ^ 188 and $ ^ 503 , ^ 768 , respectively. In addition, BMR paid Fox sub-advisory fees of $ ^ 402 , ^ 693 , $ ^ 419 , ^ 922 and $ ^ 378 , ^ 823 , respectively for the same period.

    At October 31, ^ 2006 , Tax-Managed Value Portfolio had net assets of $ ^ 1,212 , ^ 995 , ^ 877 . BMR has agreed to reduce the investment adviser fee by an amount equal to that portion of commissions paid to broker dealers in execution of Portfolio transactions that is consideration for third-party research services. For the fiscal ^ years ended October 31, 2006 and 2005, BMR waived $ 23,078 and $ 12, ^ 844, respectively, of its advisory fee. For the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004 , the Portfolio paid BMR advisory fees of $ ^ 6 , ^ 866 , ^ 794 , $ ^ 5 , ^ 674 , ^ 883 and $ ^ 4 , ^ 850 , ^ 255 , respectively.

    Each Investment Advisory Agreement and Investment Sub-Advisory Agreement with an investment adviser or sub-adviser 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 Trust, in the case of Tax-Managed Dividend Income Fund and Tax-Managed Equity Asset Allocation Fund, or the Portfolio, in the case of each 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 Trust, in the case of Tax-Managed Dividend Income Fund and Tax-Managed Equity Asset Allocation Fund, or the Portfolio, in the case of each Portfolio, or by vote of a majority of the outstanding voting securities of the ^ Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund or the Portfolio, as the case may be . Each Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the ^ Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund or the Portfolio, as the case may be , and the Agreement will terminate automatically in the event of its assignment. Each Agreement provides that the investment adviser or sub-adviser may render services to others. Each Agreement also provides that the investment adviser or sub-adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, or 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.

    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. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corporation (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVD. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are James B. Hawkes, Thomas E. Faust Jr., Ann E. Berman, John G.L. Cabot,

    18


    Leo I. Higdon, Jr., Vincent M. O’Reilly, Dorothy E. Puhy and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Messrs. Hawkes and Faust, Jeffrey P. Beale, Cynthia J. Clemson, Alan R. Dynner, Michael R. Mach, Robert B. MacIntosh, Thomas M. Metzold, Scott H. Page, Duncan W. Richardson, G. West Saltonstall, Judith A. Saryan, William M. Steul, Payson F. Swaffield and Michael W. Weilheimer (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.

    Code of Ethics. Each investment adviser, each sub-adviser, principal underwriter, and each Fund and each Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, Eaton Vance employees may purchase and sell securities (including securities held or eligible for purchase by a Fund or Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

    Information About Atlanta Capital. Atlanta Capital, an indirect majority-owned subsidiary of EVC, is an Atlanta, Georgia based equity and fixed income manager with a primary focus on separate account management for institutional clients. At December 31, 2006, Atlanta Capital’s assets under management totalled approximately $9.1 billion. Atlanta Capital was founded in 1969 as a registered investment adviser. Atlanta Capital’s address is 1349 W. Peachtree Street, 2 Midtown Plaza, Suite 1600, Atlanta, GA 30309.

    Information About Fox. Fox, an indirect majority-owned subsidiary of EVC, is a New Jersey-based registered investment adviser that manages equity, fixed-income and balanced portfolios. At December 31, 2006, Fox’s assets under management totalled approximately $1.9 billion. Fox’s address is 331 Newman Springs Road - Suite 122, Red Bank, NJ 07701.

    Information About Eagle. Eagle is a Texas limited liability company that has been an investment adviser registered with the SEC since it was founded in 1996. Eagle provides advisory services to institutional clients and high net worth individuals. As of December 31, 2006, Eagle’s assets under management totalled over $1.7 billion. Eagle’s address is 5847 San Felipe, Suite 930, Houston, TX 77057.

    Portfolio Managers. The portfolio managers (each referred to as a “portfolio manager”) of Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund and each Portfolio are listed below. Each portfolio manager manages other investment companies and/or investment accounts in addition to a Fund or a Portfolio. The following tables show, as of the Funds’ most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts

    19


    with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.^

    ^ ^ Tax -^ Managed Dividend Income     Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
    Fund     All Accounts     All Accounts* ^     Paying a Performance Fee     Paying a Performance Fee  
        ^ Judith A . ^ Saryan                      
    Registered Investment Companies       ^ 6      $^ 6,800 .^ 9                      0                   $0 
    Other Pooled Investment Vehicles       ^ 0     $ ^ 0                      0                   $0 
    Other Accounts       ^ 0      $ ^ 0                      0                   $0 
        ^ Michael R. ^ Mach                      
    Registered Investment Companies       ^ 7      $ 13,042.                    0                   $0 
    Other Pooled Investment Vehicles       ^ 2      $ ^ 145.1                      0                   $0 
    Other Accounts       ^ 6      $ ^ 117 .1                     0                   $0 
        ^ Aamer Khan                      
    Registered Investment Companies       ^ 1      $^ 6,996 .4                     0                   $0 
    Other Pooled Investment Vehicles       ^ 0      $ ^ 0                      0                   $0 
            ^                  
    Other Accounts          0      $ ^ 0                      0                   $0 
        ^ Thomas H . ^ Luster                      
    Registered Investment Companies       ^ 5      $^ 6,996 .4                     0                   $0 
    Other Pooled Investment Vehicles       ^ 0      $ ^ 0                      0                   $0 
    Other Accounts       ^ 11      $^ 338 .^ 6                      0                   $0 
     
    Tax-Managed     Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
    ^Equity Asset Allocation Fund    All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Duncan W. Richardson                     
    Registered Investment Companies       ^ 4      $^ 7 ,^ 304 .^ 3                      0                   $0 
    Other Pooled Investment                     
    Vehicles**       ^ 14      $^ 29 ,^ 291 .^ 9                      0                   $0 
    Other Accounts         0     $                    0                   $0 
     
    Tax-Managed     Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
    International Equity Portfolio     All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Edward R. Allen, III                     
    Registered Investment Companies         ^ 3      $^ 431 .^ 7                      0                   $0 
    Other Pooled Investment Vehicles           1     $ ^ 20 .0                     0                   $0 
    Other Accounts       ^ 754      $^ 1,192 .0                     0                   $0 
       Thomas N. Hunt, III                     
    Registered Investment Companies        ^ 1       ^$151.3                      0                   $0 
    Other Pooled Investment Vehicles        ^ 1       ^$ 46.0                      0                   $0 
    Other Accounts        ^567       ^$707.0                      0                   $0 

    20


    ^^ Tax -^ Managed     Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    ^Mid-Cap Core Portfolio     All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee*  
       William O. Bell IV                         
    Registered Investment Companies               2     $^ 150 .^ 9                      0                     $
    Other Pooled Investment Vehicles               2     $ ^ 54 .^ 4                      0                     $
    Other Accounts       ^ 2 ,^ 092      $1,^ 275 .^ 0                      0                     $
       William R. Hackney, III                         
    Registered Investment Companies               6     $1,^ 642 .^ 4                      0                     $
    Other Pooled Investment Vehicles             ^ 3      $ ^ 84 .7                     0                     $
    Other Accounts         ^ 738      $^ 4 ,^ 156 .8                     2                     $^ 272 .^ 3  
       Marilyn Robinson Irvin                         
    Registered Investment Companies               5     $1,^ 622 .^ 3                      0                     $
    Other Pooled Investment Vehicles             ^ 3      $ ^ 84 .7                     0                     $
    Other Accounts         ^ 736      $^ 2 ,^ 459 .^ 8                      2                     $^ 272 .^ 3  
     
    ^^ Tax -^ Managed     Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    ^Multi-Cap Opportunity Portfolio     All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Arieh Coll                         
    Registered Investment Companies       4     $^ 509 .^ 0                      0                     $0 
    Other Pooled Investment Vehicles       0     $                    0                     $0 
    Other Accounts       0     $                    0                     $0 
     
    ^^ Tax -^ Managed     Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    ^Small-Cap Growth Portfolio     All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Nancy B. Tooke^                         
    Registered Investment Companies       3     $^ 330 .2                     0                     $0 
    Other Pooled Investment Vehicles       ^ 3      $^ 4.9                      0                     $0 
    Other Accounts       ^ 3      $^ 5.6                      0                     $0 
     
    Tax-Managed     Number of    Total Assets of       Number of Accounts     Total Assets of Accounts 
    Small-Cap Value Portfolio     All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Gregory R. Greene                         
    Registered Investment Companies        ^4       ^$128.1                        0                     $
    Other Pooled Investment Vehicles        ^1       ^$ 3.1                        0                     $
    Other Accounts        ^92       ^$453.1                      10                      ^$28.4  
       Robert J. Milmore                         
    Registered Investment Companies        ^2       ^$107.5                        0                     $
    Other Pooled Investment Vehicles        ^0       ^ 0                        0                     $
    Other Accounts        ^10       ^$2.41                        0                     $
       J. Bradley Ohlmuller                         
    Registered Investment Companies        ^2       ^$107.5                        0                     $
    Other Pooled Investment Vehicles        ^0       ^$ 0                        0                     $
    Other Accounts        ^63       ^$39.6                        0                     $

    21


        Number of    Total Assets of       Number of Accounts    Total Assets of Accounts 
    ^ Tax-Managed Value Portfolio    All Accounts     All Accounts   Paying a Performance Fee     Paying a Performance Fee  
       Michael R. Mach                 
    Registered Investment Companies       7     $^ 13 ,^ 042 .^ 0                      0                   $0 
    Other Pooled Investment Vehicles       2     $ ^ 145 .^ 1                      0                   $0 
    Other Accounts       ^ 6      $ ^ 117 .^ 1                      0                   $0 

    * In millions of dollars. For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
    ** The pooled investment vehicles Mr. Richardson serves as portfolio manager invest a substantial portion of their assets in Tax-Managed Growth Portfolio, a registered investment company for which Mr. Richardson serves as portfolio manager.

    ^
    The following table shows the dollar value of Fund shares beneficially owned by the Fund’s or Portfolio’s portfolio manager as of the ^most recent fiscal year ended October 31, ^ 2006 . Interests in a Portfolio cannot be purchased by a portfolio manager.^

                  Aggregate Dollar Range of Equity  
    Securities Owned in all Registered Funds in  
          the Eaton Vance Family of Funds  
        Dollar Range of Equity Securities  
              Owned in the Fund  
     
    Fund Name and Portfolio Manager      
    Tax-Managed Dividend Income Fund        
        Aamer Khan                         None                 $100,001 - $500,000  
        Thomas L. Luster                         None                 $500,001 - $1,000,000  
        Michael R. Mach               $10,001 - $50,000                       over $1,000,000  

    22


                  Aggregate Dollar Range of Equity  
    Securities Owned in all Registered Funds in  
          the Eaton Vance Family of Funds  
        Dollar Range of Equity Securities  
                Owned in the Fund  
     
    Fund Name and Portfolio Manager      
        Judith A. Saryan                  $10,001 - $50,000                 $500,001 - $1,000,000  
    Tax-Managed          
    Equity Asset Allocation Fund          
        Duncan W. Richardson                  $10,001 - $50,000                       over $1,000,000  
    Tax-Managed          
    International Equity Fund            
        Edward R. Allen, III                          None                               None  
        Thomas N. Hunt, III                $50,001 - $100,000                   $50,001 - $100,000  
    Tax-Managed Mid-Cap Core Fund          
        William O. Bell, IV                          None                   $50,001 - $100,000  
        William R. Hackney, III                          None                 $100,001 - $500,000  
        Marilyn Robinson Irvin                          None                   $50,001 - $100,000  
    Tax-Managed          
    Multi-Cap Opportunity Fund          
        Arieh Coll                $50,001 - $100,000                       over $1,000,000  
    Tax-Managed          
    Small-Cap Growth Fund          
        Nancy B. Tooke                $100,001 - $500,000                 $100,001 - $500,000  
    Tax-Managed          
    Small-Cap Value Fund          
        Gregory R. Greene                          None                 $100,001 - $500,000  
        Robert J. Milmore                          None                     $10,001 - $50,000  
        J. Bradley Ohlmuller                          None                     $10,001 - $50,000  
    Tax-Managed          
    Value Fund          
        Michael R. Mach                $50,001 - $100,000                       over $1,000,000  

    ^
    It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of a Portfolio’s or Tax-Managed Dividend Income Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Portfolio or Tax-Managed Dividend Income Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the ^ Portfolio or Tax-Managed Dividend Income Fund . In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.

    ^ Compensation ^ Structure for Eaton Vance and BMR . Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and/or restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to all the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based

    23


    compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

    Method ^ to Determine Compensation . The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

    The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

    The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

    Atlanta Capital

    Compensation Structure. Compensation of Atlanta Capital portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock. Investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Atlanta Capital employees. Compensation of Atlanta Capital investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

    Method to Determine Compensation . Atlanta Capital compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the performance of managed funds and accounts. Each portfolio manager is evaluated based on the composite performance of funds and accounts in each product for which the individual serves on the portfolio management team. Performance is normally based on periods ending on the June 30th preceding fiscal year end. The primary measures of management team performance are one-year, three-year, and five-year total return investment performance against product-specific benchmarks and peer groups. These factors are evaluated on an equal weighted basis. Fund performance is evaluated primarily against a peer group of funds as determined by Lipper, Inc. and/ or Morningstar, Inc. For managers responsible for multiple funds and accounts or serving on multiple portfolio management teams, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among the managed funds and accounts. The performance of accounts for which Atlanta Capital is paid a performance-based incentive fee is not considered separately or accorded disproportionate weightings in determining portfolio manager incentive compensation.

    The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

    Atlanta Capital seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Atlanta Capital utilizes industry survey data as

    24


    a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Atlanta Capital and its parent company. The size of the overall incentive compensation pool is determined each year by Atlanta Capital’s management team in consultation with EVC and depends primarily on Atlanta Capital’s profitability for the year. While the salaries of Atlanta Capital portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate substantially from year to year, based on changes in manager performance and other factors as described herein.

    ^
    Compensation ^ Structure for Eagle . Both of the ^Eagle portfolio managers are founding partners of Eagle. Compensation of Eagle partners has two primary components: (1) a base salary and (2) profit participation based on ownership. Compensation of ^Eagle partners is reviewed primarily on an annual basis. Profit participations are typically paid, near or just after year end.

    Method to Determine Compensation . Eagle compensates its partners based primarily on the scale and complexity of their portfolio responsibilities. The performance of portfolio managers is evaluated primarily based on success in achieving portfolio objectives for managed funds and accounts. Eagle seeks to compensate partners commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. This is reflected in the partners’ salaries.

    Salaries and profit participations are also influenced by the operating performance of Eagle. While the salaries of Eagle’s partners are comparatively fixed, profit participations may fluctuate substantially from year to year, based on changes in financial performance of the firm.

    Fox Compensation ^ Structure . Compensation ^of ^Fox ^portfolio ^managers ^and ^other investment professional has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock. Fox investment professionals also receive certain ^retirement, insurance and other benefits that are broadly available to Fox ^employees. Compensation ^of Fox investment ^professionals is reviewed ^primarily on an annual basis. Cash bonuses, ^stock-based ^compensation awards, ^and adjustments in base salary are typically paid or put into effect near or shortly after the end of each calendar year.

    Method used by Fox to Determine ^ Compensation . Fox compensates its portfolio managers based primarily on the scale and complexity of their ^portfolio ^responsibilities ^and the ^performance ^of ^managed ^funds and ^accounts. Each ^portfolio ^manager is evaluated based on the ^composite ^performance ^of funds and ^accounts ^in each product for which the individual ^serves on the portfolio management ^team. The primary ^measures of management team performance are one-year, three-year, and five-year ^total ^return ^investment ^performance ^against ^product-specific benchmarks and peer groups. Fund performance is evaluated ^primarily ^against a peer group of funds as determined by Lipper, Inc. and/or Morningstar, ^Inc. For managers ^responsible ^for ^multiple ^funds and accounts or serving on multiple portfolio management teams, investment performance is evaluated on an aggregate basis, ^based on averages ^or weighted averages among the ^managed funds and accounts. The performance of accounts for which Fox is paid a performance-based incentive ^fee ^is ^not ^considered ^separately ^or ^accorded ^disproportionate weightings in determining portfolio manager incentive compensation.

    The compensation of portfolio managers with other job responsibilities ^(such as heading an investment group or providing analytical support to other portfolios) will include ^consideration ^of the ^scope ^of ^such ^responsibilities ^and the managers’ performance in meeting them.

    Fox ^seeks ^to ^compensate ^portfolio ^managers ^commensurate ^with ^their responsibilities ^and performance ^and ^competitive with other firms within the investment management industry. Fox utilizes industry survey data as a factor in determining salary, ^bonus and ^stock-based ^compensation ^levels for portfolio managers and other ^investment ^professionals. Fox’s overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of Fox ^portfolio ^managers ^are ^comparatively ^fixed, ^cash bonuses and stock-based ^compensation may fluctuate ^substantially from year to year, based on changes in manager performance and other factors.

    Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of each Fund, and each Fund (except Tax-Managed International Equity which pays no fee) is authorized to pay Eaton Vance a fee in the amount of 0.15% of average daily net assets for providing administrative services to the Fund. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer each Fund’s affairs, subject to the supervision of the Trustees of

    25


    the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of each Fund.

    For the period ended October 31, 2006, Tax-Managed Dividend Income Fund had net assets $1,293,737,274. For the period May 1, 2006 to October 31, 2006, Eaton Vance earned administration fees of $790,226. For the fiscal years ended April 30, 2006 and 2005, and for the period from the start of business, May 30, 2003, to April 30, 2004, Eaton Vance earned administration fees in the amoiunt of $1,010,657, $513,535 and $134,771, respectively. During the period from the start of business, May 30, 2003, to April 30, 2004, Eaton Vance was allocated $63,937 of the Fund’s operating expenses.

    The following table sets forth the net assets of each Fund (except Tax-Managed Dividend Income Fund) at October 31, ^ 2006 and the administration fees paid during the three fiscal years ended October 31, 2006. ^

                Administration Fee Paid for Fiscal Years Ended
    Fund     Net Assets at 10/31/06     10/31/06     10/31/05     10/31/04  
    Tax-Managed Equity Asset Allocation        ^$601,304,394     $ 795,801     $ 635,803    $ 487,184 
    Tax-Managed Mid-Cap Core (1)         ^ 31,346,038         43,463        38,185       28,927 
    Tax-Managed Multi-Cap Opportunity        ^ 61,580,471         91,024        94,194       97,229 
    Tax-Managed Small-Cap Value (2)         ^ 30,532,559         45,883        41,665       31,280 
    Tax-Managed Value        ^1,076,576,241     1,448,164     1,193,542    1,028,450 

       
    (^ 1)     The Administrator was allocated $19,077, $^ 37 ,^ 320 and $^ 41 ,^ 983 , respectively, of Fund expenses for the fiscal years ended October 31 , 2006 , ^ 2005 and ^ 2004
    (^ 2   The Administrator was allocated $^ 80 ,^ 483 , $^ 77 ,^ 125 and $^ 73 ,^ 728 , respectively, of Fund expenses for the fiscal years ended October 31, ^ 2006 , ^ 2005 and ^ 2004

    Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for each Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of each Fund: ( 1) provides call center services to financial intermediaries and shareholders; ( 2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to each Fund); ( 3) furnishes an SAI to any shareholder who requests one in writing or by telephone from each Fund; and ( 4) processes transaction requests received via telephone. For the transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Fund’s transfer agent from fees it receives from the Eaton Vance funds. Each Fund will pay a pro rata share of such fee^ . For the fiscal year ended October 31, 2006, the transfer agent accrued for or paid to Eaton Vance the following amounts for sub-transfer agency services performed on behalf of each Fund: ^

    ^                              
    Tax-Managed
    Dividend Income   
    Fund *
      Tax-Managed   
    Equity Asset
    Allocation
      Tax-Managed  
    International
    Equity
      Tax-Managed   
    Multi-Cap
    Opportunity
      Tax-Managed   
    Small-Cap
    Growth
      Tax-Managed    
    Mid-Cap Core
      Tax-Managed   
    Small-Cap
    Value
      Tax-Managed
    Value
    ^$33,216^     ^$26,901     ^$12,252     ^$6,840     ^$17,200     ^$2,790     ^$3,101     ^$51,040  

    * For the period from May 1, 2006 to October 31, 2006.  For the year ended April 30, 2006, EVM received $30,576.

    Expenses. Each Fund and Portfolio are responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, each Fund is responsible for its pro rata share of those expenses. The only expenses of a Fund allocated to a particular class are those incurred under the Distribution ^Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

    OTHER SERVICE PROVIDERS

    Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109, is the principal underwriter of each Fund. 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 a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement ^is renewable annually by the ^Trust^’s Board of Trustees (including a majority of the noninterested Trustees who have no direct or indirect financial interest in the operation of the Distribution 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 Class A, Class B and Class C shares 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. EVD is an indirect, wholly-owned subsidiary of

    26


    EVC. Mr. Hawkes is a Vice President and Director and Mr. Dynner is a Vice President, Secretary and Clerk of EVD. EVD also serves as placement agent for the Portfolios.

    Custodian. Investors Bank & Trust Company (“IBT“), 200 Clarendon Street, Boston, MA 02116, serves as custodian to ^ each Fund and each Portfolio. IBT has custody of all cash and securities of Tax-Managed ^ Dividend Income Fund, maintains the Fund’s general ledger and computes the daily net asset value of shares of the Fund. IBT has custody of all cash and securities representing each Fund’s interest in their respective Portfolios, has custody of each Portfolio’s assets, maintains the general ledger of each Portfolio and each Fund and computes the daily net asset value of interests in each Portfolio and the net asset value of shares of each Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund and each Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and each 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 each Fund or each Portfolio and such banks.

    Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of each Fund and Portfolio, providing audit services^ , and assistance ^ and consultation with respect to the preparation of filings with the SEC.

    Transfer Agent. PFPC Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for each Fund.

    CALCULATION OF NET ASSET VALUE

    The net asset value of ^ each Fund and each Portfolio is computed by IBT (as agent and custodian for ^ each Fund and each Portfolio) by subtracting the liabilities of ^ that Fund ^ or that  Portfolio from the value of its total assets. Each Fund and 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 a Portfolio, including a Fund, may add to or reduce its investment in the Portfolio on each day the New York Stock Exchange (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 a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in 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 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 and each Portfolio have established the following procedures for the fair valuation of the Tax-Managed Dividend Income Fund’s and each Portfolio’s assets under normal market conditions. Securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System generally are valued at the official NASDAQ closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not traded in the over-the-counter market, by an independent pricing service. Exchange-traded options are valued at the last sale price for the day of valuation as quoted on the principal exchange or board of trade on which the options are traded or, in the absence of sales on such date, at the mean between the latest bid and asked prices therefore. Futures positions on securities and currencies generally are valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. If short-term debt securities ^ are acquired with a remaining

    27


    maturity of more than 60 days, ^ they will be ^ valued by a pricing service . 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.

    Foreign securities and currencies held by a Portfolio and Tax-Managed Dividend Income Fund are valued in U.S. dollars, as calculated by the custodian based on foreign currency exchange quotations supplied by an independent quotation service. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. As described in the prospectus, valuations of foreign securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the NYSE. In adjusting the value of foreign equity securities, the Portfolio and Tax-Managed Dividend Income Fund may rely on an independent fair valuation service. Investments held by the Portfolio and Tax-Managed Dividend Income Fund for which valuations or market quotations are ^ not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio and Tax-Managed Dividend Income Fund considering relevant factors, data and other information ^ including, in the case of restricted securities, the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

    PURCHASING AND REDEEMING SHARES

    Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through investment dealers which have entered into agreements with the principal underwriter. Shares of a Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the investment dealers responsible for selling Fund shares. The sales charge table in the prospectus is applicable to purchases of a 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 or her 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, a Fund may accept initial investments of less than ^ the minimum investment amount 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 a 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 a Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares, and (if applicable) the amount of uncovered distribution charges of the principal underwriter. The Class A, 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 Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

    Additional Information About Redemptions. The right to redeem shares of a 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 SEC, or during any emergency as determined by the SEC 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 SEC 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.

    Selection of Securities Used to Meet ^Portfolio Redemptions. Investors in ^ a  Portfolio (including ^ the Fund s ) may redeem all or a portion of their interests in the Portfolio at net asset value on a daily basis. Such redemptions ^ may be  met ^ in whole or in part by distributing Portfolio securities .

    28


    As stated under "Redeeming Shares" in the prospectus and "Redeeming Fund Shares In Kind" below, a Fund may meet a redemption request by distributing securities withdrawn from the Portfolio if requested by the redeeming shareholder.  The Portfolio’s ability to select the securities used to meet redemptions is limited with respect to redemptions by investors who contributed securities, and with respect to the securities contributed by such investors. Within seven years of a contribution of securities (the “initial holding period”), ^ a Portfolio will not distribute such securities to any investor other than the contributing investor unless the contributing investor has withdrawn from the Portfolio. In meeting a redemption of an investor ^ that contributed securities within the initial holding period ^ of  such investor, the Portfolio will not, unless requested by the redeeming investor, distribute any securities other than the securities contributed by the redeeming investor while retaining all or a portion of the securities contributed by such investor if the value of the distributed securities exceeds the tax cost basis ^ of the contributing investor in the Portfolio^. In addition, upon the request at any time of a redeeming investor in the Portfolio that contributed securities, the Portfolio will utilize securities held in the Portfolio that were contributed by such investor to meet the redemption. After expiration of the initial holding period s , redeeming investors in the Portfolio ^ that contributed securities generally may request a diversified basket of securities, ^ their  composition of which will be determined in the investment adviser’s discretion. These redemption practices constrain the selection of securities distributed to meet redemptions (particularly during ^initial holding period s ) and, consequently, may adversely affect the performance of ^ a Portfolio and ^ the Fund 's that invest in that Portfolio . The Trustees of the Portfolio s believe that the potential advantages for the Portfolio s to be derived from attracting contributions of securities that would not be made in the absence of these redemption practices outweigh the potential disadvantages of reduced flexibility to select securities to meet redemption. ^ All  redemption s in-kind  are conducted in accordance with procedures adopted by the Trustees of the Portfolio.^

    Redeeming Fund Shares in Kind. As described in "Meeting Redemptions by Distributing Portfolio Securities" under "Redeeming Shares" in the prospectus, each Fund generally meets shareholder redemptions in cash, but may, at the request of a redeeming shareholder, meet a redemption in whole or in part by distributing Portfolio securities as selected by the investment adviser. All requests for redemptions in kind must be in good order. Provided the redemption request is received by the Fund not later than 12:00 p.m. (Eastern Time) on the day of the redemption, the Fund may, if requested by a redeeming shareholder, provide the redeeming shareholders with a list of the securities to be distributed not later than a specified time on such date (currently 3:00 p.m. Eastern Time). The securities included on the list will generally have a value that is expected to equal approximately 90% to 95% of the value of the shares being redeemed. The difference between the redemption value of the distributed securities and the value of the Fund shares redeemed will be settled in cash. The selection of the securities to be distributed is solely in the discretion of the investment adviser and shall be made in accordance with procedures adopted by the Trustees.

    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 may terminate the withdrawal plan at any time without penalty.

    Other Information. A Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

    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.

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    Purchases at Net Asset Value. Class A shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with a 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 investment services, such as management, brokerage and custody, (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 ^ similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; and 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 Code and “rabbi trusts”, (4) to officers and employees of ^ a Fund’s custodian and transfer agent, and (5) in connection with the ReFlow liquidity program . Class A shares may also be sold at net asset value to registered representatives and employees of investment dealers. Sales charges generally are waived 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.

    Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of a Fund’s custodian and transfer agent.

    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 sales charge or CDSC waiver 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 eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period 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. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of any Class A, Advisers Class, Class B, Class C, Class I and/or Class R shares of a Fund or other Eaton Vance funds, as well as shares of Eaton Vance Money Market Fund, owned by the shareholder. Shares of Eaton Vance Cash Management Fund and Eaton Vance Tax Free Reserves cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Shares purchased by an individual, his or her spouse and their children under the age of twenty-one, including shares held for the benefit of any such persons in trust or fiduciary accounts (including retirement accounts) or omnibus or "street name" accounts, will be combined for the purpose

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    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.

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

    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”). The CDSC will not be charged to the shareholder when the shares are exchanged for shares of the investment dealer fund; however, the shareholder will receive no credit toward the completion of the CDSC period for the time that the shareholder holds the exchanged shares of the investment dealer fund. If a shareholder redeems the exchanged shares of the investment dealer fund and does not invest the proceeds into Class B shares of an Eaton Vance fund, the shareholder will be subject to any CDSC applicable at the time the shareholder received the exchanged shares of the investment dealer fund.

    Tax-Deferred Retirement Plans. Class A and Class C shares are available for purchase in connection with certain tax-deferred 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 consulting 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 ^ compensation-type Distribution Plan (the “Class A Plan”) ^ pursuant to ^Rule 12b-1 under the 1940 ^ Act for Class A shares. The ^ Class A Plan ^ is designed to (i) finance activities which are primarily intended to result in the distribution and sales of ^ Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service ^ fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, investment dealers and other ^ persons. The distribution and service fees payable under the Class A Plan shall not ^ exceed 0.25% of ^ the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid quarterly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A^ .

    The Trust also has in effect a compensation-type Distribution Plan (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. On each sale of shares (excluding reinvestment of distributions) a Class will pay the principal underwriter amounts representing (i) sales commissions equal to 5% (in the case of Class B shares of Tax-Managed International Equity and Tax-Managed Value Funds) and 6.25% (in the case of Class B shares of the other Funds and the Class C shares of all Funds) of the amount received by a Fund for each Class share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called “uncovered distribution charges”. Each Class pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter currently pays an up-front sales commission (except on exchange transactions and reinvestments) of 4% of the purchase price of Class B shares and 0.75% of the purchase price of Class C shares, and an up-front service fee of 0.25% on Class C shares. Distribution fees paid by a Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the oustanding uncovered distribution charges of the Class. Whenever there are no outstanding uncovered distribution charges of a Class, the Class discontinues payment of distribution fees.

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    The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of each 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. The Eaton Vance organization will profit by reason of the operation of each Class B and Class C Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plans and from CDSCs have exceeded the total expenses incurred in distributing Class B and Class C shares. Because payments to the principal underwriter under the Class B and Class C Plans are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix B and Appendix C.

    The Class B and Class C Plans also ^ authorize the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class B, this fee is paid quarterly in arrears based on the value of 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 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% 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, see Appendix B and Appendix C.

    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 current Plans were initially approved by the Trustees, including the Plan Trustees, on: ^ February 10, 2003 for Tax-Managed Dividend Income Fund for Class A, Class B and Class C shares; June 19, 2000 for Tax-Managed Multi-Cap Opportunity for Class A, Class B and Class C shares; October 16, 2000 for Tax-Managed Small-Cap Growth for Class A, Class B and Class C shares; January 6, 1998 for Tax-Managed International Equity for Class A, Class B and Class C shares; August 16, 1999 for Tax-Managed Value for Class A, Class B and Class C shares; and December 10, 2001 for Tax-Managed Equity Asset Allocation, Tax-Managed Mid-Cap Core and Tax-Managed Small-Cap Value for Class A, Class B and Class C shares of each Fund. The Trustees of the Trust who are “interested” persons of the Trust 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.

    PERFORMANCE

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

    Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated

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    or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B and Appendix C.

    In addition to the foregoing total return figures, each Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. 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. A Fund’s performance may differ from that of other investors in the Portfolio, including other investment companies.

    Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of each Fund. Pursuant to the Policies, information about portfolio holdings of a Fund may not be disclosed to any party except as follows:

    • Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. Each Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. Each Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which, in most cases, includes a list of the Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, each Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N-Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no ^cost by contacting Eaton Vance at 1-800-225-6265. Each Fund also will post a complete list of its portfolio holdings (including the Portfolio’s holdings) as of each calendar quarter end on the Eaton Vance website approximately 60 days after calendar quarter-end.
    • Disclosure of certain ^ portfolio characteristics: Each Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-225-6265.
    • Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of a Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers (including the investment adviser, custodian, transfer agent, principal underwriter, etc.) that have a legal or contractual duty to keep such information confidential; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of a Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the ^ arrangement. Such persons may include securities lending agents, credit rating ^ agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group) , statistical ratings ^ agencies (such as Morningstar, Inc.) , analytical service providers engaged by the investment ^ adviser (such as Advent, Bloomberg L.P., Evare, Factset and The Yield Book, Inc.) , proxy evaluation vendors, pricing services, translation ^ services, lenders under Fund credit facilities (such as Citibank, N.A.) and, for purposes of facilitating portfolio transactions, investment dealers and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers ). In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.
      Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of a Fund’s Board of Trustees.

    The Funds, the investment adviser, sub-adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Fund’s portfolio holdings.

    The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Funds. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed

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    disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

    The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by ^ a Portfolio or Fund . However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Funds.

    TAXES

    Each series of the Trust is treated as a separate entity for federal income tax purposes. Each Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, each Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income ^tax. If a Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, a Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. ^ Each Fund qualified as a RIC for its fiscal year ending October 31, 2006 . Each Fund also seeks to avoid payment of federal excise tax. However, if a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts .

    Because each Fund (except Tax-Managed Dividend Income Fund) invests its assets in one or more Portfolios, each Portfolio normally must satisfy the applicable source of income and diversification requirements in order for a Fund to also satisfy these requirements. For federal income tax purposes, each 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. A Fund, as an investor in a Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. Each Portfolio will allocate at least annually among its investors, including a Fund, 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, each Fund (i) will be deemed to own its proportionate share of each of the assets of the Portfolio(s) in which it invests and (ii) will be entitled to the gross income of such Portfolio(s) attributable to such share.

    For taxable years beginning on or before December 31, 2010, "qualified dividend income" received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends allocated by the Portfolio to the Fund or by Tax-Managed Dividend Income Fund and received by a Fund shareholder to be qualified dividend income, the Portfolio or Tax-Managed Dividend Income Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Portfolio, Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 120-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, on the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established security market in the United States) or (b) treated as a passive foreign investment company. In general, distributions of investment income designated by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to such Fund’s shares. In any event, if the aggregate qualified dividends received by the Fund during any taxable year are 95% or more of its gross income, then 100% of the Fund’s dividends (other than property designated

    34


    capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain included in the term "gross income" is the excess of net short-term capital gain over net long-term capital loss.

    In order to avoid incurring a federal excise tax obligation, the Code requires that a Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) 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 any available capital loss carryforwards and (iii) 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. If a Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that a Fund qualifies as a RIC and a Portfolio is treated as a partnership for Massachusetts and federal tax purposes, no Fund or Portfolio should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts. ^

    If a Fund does not qualify as a RIC for any taxable year, the Fund’s taxable 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 the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. 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 substantial distributions.

    ^

    A ^ Portfolio and Tax-Managed Dividend Income Fund ’s investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to a ^ Portfolio and Tax-Managed Dividend Income Fund , defer ^ Portfolio and Tax-Managed Dividend Income Fund losses, cause adjustments in the holding periods of ^ Portfolio and Tax-Managed Dividend Income Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors.

    Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

    Investments in “passive foreign investment companies” (“PFICs”) could subject a Portfolio and Tax-Managed Dividend Income Fund to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the passive foreign investment company as a “qualified electing fund”.

    If a Portfolio and Tax-Managed Dividend Income Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, the Portfolio and Tax-Managed Dividend Income Fund might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the fund, and such amounts would be subject to the distributions requirements described above. In order to make this election, a Portfolio and Tax-Managed Dividend Income Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if a Portfolio and Tax-Managed Dividend Income Fund were to make a mark-to-market election with respect to a PFIC, the Portfolio and Tax-Managed Dividend Income Fund would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, a Portfolio and Tax-Managed Dividend Income Fund would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. A Portfolio and Tax-Managed Dividend Income Fund may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. A Portfolio and Tax-Managed Dividend Income Fund may have to distribute this “phantom” income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.

    As a result of entering into swap contracts, a Portfolio and Tax-Managed Dividend Income Fund may make or receive periodic net payments. A Portfolio and Tax-Managed Dividend Income Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if a Portfolio and Tax-Managed Dividend Income Fund has been a party to a swap for more than one year). The tax treatment of many types of credit default swaps is uncertain.

    35


    If more than 50% of Tax-Managed International Equity Fund’s assets at year end consists of the debt and equity securities of foreign corporations, 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. The Fund may qualify and make this election in some, but not necessarily all, of its taxable years. 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. In particular , the Fund must own the dividend-paying stock for more than 15 days during the 31-day period beginning 15 days prior to the ex-dividend date. Likewise , shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim the foreign tax credit with respect to a given dividend. Shareholders who do not itemize deductions on their federal income tax returns may claim a credit (but no deduction) for such taxes.

    Each Fund, other than Tax-Managed International Equity Fund, also may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of each of these Funds will consist of securities issued by foreign corporations, a Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by ^ a Portfolio and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes.

    A portion of distributions made by each Fund (except Tax-Managed International Equity Fund) which are derived from dividends from domestic corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally 45 days during the 90-day period surrounding the ex-dividend date. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase an alternative minimum tax for certain corporations.

    In general, gain or loss on a short sale is recognized when a Portfolio and Tax-Managed Dividend Income Fund closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered as capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in a Portfolio and Tax-Managed Dividend Income Fund’s hands. Except with respect to certain situtations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules would generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of "substantially identical property" held by a Portfolio and Tax-Managed Dividend Income Fund. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, "substantially identical property" has been held by a Portfolio and Tax-Managed Dividend Income Fund for more than one year. In general, a Portfolio and Tax-Managed Dividend Income Fund will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered into.

    Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. 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 subject to a front-end sales charge 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 Fund shares (or shares 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.

    Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares

    36


    purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

    In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”), are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). ^ For taxable years beginning before January 1, 2008, a Fund generally will not be required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions are properly designated by a Fund.

    ^
    Until December 31, 2007, if a Fund makes a distribution to a foreign shareholder that is attributable to interests in U.S. real property or in corporations for which direct or indirect interests in U.S. real property exceed certain levels and if such foreign shareholder owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year, the distribution will be subject to a 35% withholding tax and will obligate such foreign shareholder to file a U.S. tax return. If a foreign person who owned more than 5% of a Fund’s outstanding shares at any time during the preceding one year redeems shares of the Fund within the 30 days prior to an ex-dividend date of a distribution subject to the 35% tax and within 30 days before or after the ex-dividend date acquires or contracts to acquire a substantially identical interest in the Fund, such foreign person may be subject to the 35% tax and a U.S. filing requirement. After December 31, 2007, these rules apply only to Fund distributions attributable to distributions received by a Fund from real estate investment trusts.

    If a Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from a Fund could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

    Amounts paid by a 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 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

    Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. ^

    If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

    The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and 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 federal, state, local, and, where applicable, foreign tax consequences of investing in a Fund^ .

    37


    PORTFOLIO SECURITIES TRANSACTIONS

    Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by the investment adviser or sub-adviser of each Portfolio (each referred to herein as "the investment adviser"). ^ Each Portfolio or Tax-Managed Dividend Income Fund's responsible for the expenses associated with portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with many firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser 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 executing firm’s services including the responsiveness of the firm to the investment adviser, 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 the services rendered by the firm in other transactions, and the reasonableness of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for a Portfolio and Tax-Managed Dividend Income Fund. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

    Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer 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 often involve the payment of brokerage commissions, which may be 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 often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

    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 that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser 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 the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph.

    It is a common practice of the investment advisory industry and of 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-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration

    38


    for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The ratio of the commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services over the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

    Consistent with the foregoing practices, the investment adviser receives Research Services from many broker-dealer firms with which the investment adviser places transactions and may receive them from third parties with which these broker-dealers have arrangements. Each Portfolio, Tax-Managed Dividend Income Fund and the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by the investment adviser in connection with its investment responsibilities.

    Research Services received by the investment adviser may ^ include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, certain proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, news and information services, certain pricing and quotation equipment and services, and certain research oriented computer ^ software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser 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 the investment adviser 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 investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

    In the event that the investment adviser executes Portfolio and Tax-Managed Dividend Income Fund securities transactions with a broker-dealer on or after May 1, 2004 and the associated commission is consideration for Third Party Research Services (as described above), the investment adviser has agreed to reduce the advisory fee payable by Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund and each Portfolio by an amount equal to the commission payment associated with the transaction divided by the applicable Third Party Research Services Payment Ratio.

    Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by Tax-Managed Dividend Income Fund, Tax-Managed Equity Asset Allocation Fund and each Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the investment adviser.

    The investment companies sponsored by the investment adviser or its affiliates 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 the investment adviser, to such companies. Such companies may also pay cash for such information.

    Securities considered as investments for ^ Tax-Managed Dividend Income Fund or each Portfolio may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by ^ Tax-Managed Dividend Income Fund or a Portfolio and one or more of such other accounts simultaneously, the investment adviser 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 ^ Tax-Managed Dividend Income Fund or a 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 the investment adviser 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 ^ Tax-Managed Dividend Income Fund or a

    39


    Portfolio from time to time, it is the opinion of the Trustees of the Trust and the Portfolio that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

    The following table shows brokerage commissions paid during the three fiscal years ended October 31, 2006, as well as the amount of Portfolio security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution.

                            Commissions Paid on
    Transactions
    Directed to Firms
    Providing Research
                    Amount of Transactions
    Directed to Firms
    Providing Research
     
                     
        Brokerage Commissions Paid for the Fiscal Year Ended    
    Portfolio     ^10/31/06     10/31/05     10/31/04     ^10/31/06     ^10/31/06  
    Mid-Cap Core    ^$109,213     $ 91,951    $ 85,450    ^$100,791,535     ^$86,245  
    Multi-Cap Opportunity    ^741,015      809,198     880,797    ^389,587,818     ^653,203  
    International Equity    ^228,610      250,402     326,448    0     ^ 0  
    Small-Cap Growth    ^423,611     1,045,851    1,942,840    ^245,973,405     ^361,807  
    Small-Cap Value    ^ 94,867        55,863       36,610    ^ 0     ^ 0  
    Value    ^504,784      748,170     802,378    ^472,329,232     ^410,854  

    The following table shows brokerage commissions for Tax-Managed Dividend Income Fund paid for the six months ended October 31, 2006, and during the ^ two fiscal years ended April 30, 2006 and 2006 and for the period from the start of business, May 30, 2003, to April 30, 2004 , as well as the amount of ^ Tax-Managed Dividend Income Fund security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates, and the commissions paid in connection therewith. As described above, the investment adviser may consider the receipt of Research Services in selecting a broker-dealer firm, provided it does not compromise the investment adviser’s obligation to seek best overall execution. ^

          Amount of Transactions
    Directed to Firms
    Providing Research
      Commissions Paid on  
    Transactions Directed to  
    Firms Providing Research  
    Period
    Ended
      Brokerage
    Commission
    Paid
     
       
    October 31, 2006     $1,100,139   $1,186,565,778     $1,075,583  
    April 30, 2006     $3,923,265**        
    April 30, 2005     $1,475,758        
    April 30, 2004*     $ 497,348        
    *For the period from the start of business, May 30, 2003 to April 30, 2004.
    ** Higher brokerage commissions paid for the period are a result of the Fund's higher portfolio turnover rate.

    FINANCIAL STATEMENTS

    The audited financial statements of, and the reports of the independent registered public accounting firm for the Funds and Portfolios, appear in each Fund’s most recent annual report to shareholders and are incorporated by reference into this SAI. A copy of the annual reports accompanies 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 Funds and the Portfolios listed below for the fiscal year ended October 31, 2006, as previously filed electronically with the SEC:

    Eaton Vance Tax-Managed Dividend Income Fund
    Eaton Vance Equity Asset Allocation Fund
    Eaton Vance Tax-Managed International Equity Fund
    Tax-Managed International Equity Portfolio
    Eaton Vance Tax-Managed Mid-Cap Core Fund
    Tax-Managed Mid-Cap Core Portfolio
    Eaton Vance Tax-Managed Multi-Cap Opportunity Fund

    40


    Tax-Managed Multi-Cap Opportunity Portfolio
    Eaton Vance Tax-Managed Small-Cap Growth Fund
    Tax-Managed Small-Cap Growth Portfolio
    Eaton Vance Tax-Managed Small-Cap Value Fund
    Tax-Managed Small-Cap Value Portfolio
    Eaton Vance Tax-Managed Value Fund
    Tax-Managed Value Portfolio
    (Accession No. 0001104659-07-001290)

    41


    APPENDIX A

    Class A Fees, Performance & Ownership

    Sales ^ Charges and Distribution and Service ^ Fees. For the fiscal year ended ^ October 31, 2006 , the following table shows (1) total sales charges paid by each Fund, (2) sales charges paid to investment dealers, (3) sales charges paid to the principal underwriter, (4) CDSC payments to the principal underwriter, (5) total distribution and service fees paid by each Fund, and (6) distribution and service fees paid to investment dealers^. ^ Distribution and service fees that were not paid to investment dealers were retained by the principal underwriter.

    ^

                            CDSC Paid to 
    Principal 
    Underwriter  
      Total Distribution 
    and Service  
    Fees Paid  
      Distribution and 
    Service Fees Paid 
    to Investment Dealers  
        Total Sales 
    Charges Paid  
      Sales Charges to 
    Investment Dealers  
      Sales Charges to 
    Principal Underwriter  
         
    Fund              
    T ax-Managed Dividend Income*     $3,970,667     $3,400,738     $569,929     $3,000     $614,804     $250,189  
    Tax-Managed Equity Asset Allocation    ^1,581,545     ^1,340,353     ^241,192     ^ 121     ^507,517     ^373,204  
    Tax-Managed International Equity    266,952     ^ 228,845     ^ 38,107     ^ 300     ^98,735     ^64,858  
    Tax-Managed Mid-Cap Core    ^67,298     ^57,231     ^ 10,067     ^ 0     ^ 38,348     ^28,375  
    Tax-Managed Multi-Cap Opportunity       ^ 65,733     ^ 55,004     ^ 10,729     ^ 0     ^ 59,341     ^48,996  
    Tax-Managed Small-Cap Growth    ^24,066     ^20,220     ^ 3,847     ^2,000     ^103,065     ^89,786  
    Tax-Managed Small-Cap Value    ^ 54,667     ^ 46,070     ^ 8,597     ^ 0     ^ 38,036     ^26,789  
    Tax-Managed Value    ^ 998,785     ^ 845,876     ^152,909     ^2,000     ^1,076257     ^736,185  
    * For the period May 1, 2006 to
       October 31, 2006.  
                                               

    For the fiscal years ended ^ October 31, 2005 and ^ October 31, 2004 , the following total sales charges were paid on sales of Class A, of which the principal underwriter received the following amounts. The balance of such amounts was paid to investment dealers.^

        October 31, 2005     October 31, 2005     October 31, 2004    October 31, 2004 
        Total Sales     Sales Charges to     Total Sales    Sales Charges to 
    Fund     Charges Paid     Principal Underwriter     Charges Paid     Principal Underwriter  
    Tax-Managed Dividend Income     $2,094,082*     $307,713*     $2,080,021**     $320,867**  
    Tax-Managed Equity Asset Allocation     $1,153,328     184,348     $1,566,027    242,662 
    Tax-Managed International Equity    71,834     10,809     75,897    11,810 
    Tax-Managed Mid-Cap Core    70,914     11,084     162,889    13,155 
    Tax-Managed Multi-Cap Opportunity    78,690     12,083     181,921    24,901 
    Tax-Managed Small-Cap Growth    15,639     2,402     20,388    2,926 
    Tax-Managed Small-Cap Value    60,514     9,571     73,727    10,901 
    Tax-Managed Value    882,580     139,496     589,070    90,045 

    *       For the fiscal year ended April 30, 2005.
     
    **       For the period from the start of business, May 30, 2003, to April 30, 2004.
     

    Redemption Fees. Class A shares of Tax-Managed International Equity Fund generally are subject to a redemption fee equal to 1% of the amount redeemed or exchanged within 90 days of the settlement of the purchase. For the fiscal year ended ^ October 31, 2006 , the Fund received redemption fees equal to ^ $4,264 .

    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. ^ Past performance (both before and after taxes) 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 . Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the

    42


    strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. Tax-Managed International Equity Fund’s Returns After Taxes may reflect foreign tax credits passed by the Fund to its shareholders.

    ^              
    Tax-Managed Dividend Income Fund         Length of Period Ended October 31, 2006
    Average Annual Total Return:         One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge         19.14%       14.00%  
    Before Taxes and Including Maximum Sales Charge         12.25%       12.05%  
    After Taxes on Distributions and Excluding Maximum Sales Charge         18.15%       13.22%  
    After Taxes on Distributions and Including Maximum Sales Charge         11.31%       11.29%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge         13.61%       12.02%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge           9.06%       10.30%  
          Class A commenced operations May 30, 2003.              
    Tax-Managed Equity Asset Allocation Fund         Length of Period Ended October 31, 2006  
    Average Annual Total Return:               One Year     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge               ^18.96%       ^8.11%  
    Before Taxes and Including Maximum Sales Charge               ^12.10%       ^6.75%  
    After Taxes on Distributions and Excluding Maximum Sales Charge               ^18.52%       ^8.03%  
    After Taxes on Distributions and Including Maximum Sales Charge               ^11.69%       ^6.66%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge               ^12.81%       ^7.01%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge               ^8.33%       ^5.81%  
         Class A commenced operations March 4, 2002.              
    Tax-Managed International Equity Fund               Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:     One Year                 Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge     ^ 28 . ^ 85 %                ^ 8 . ^ 73 %       ^ 1. ^ 39 %  
    Before Taxes and Including Maximum Sales Charge     ^ 21 . ^ 42 %           ^ 7. ^ 45 %       ^ 0 . ^ 69 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 28 . ^ 87 %           ^ 8 . ^ 85 %       ^ 1. ^ 47 %  
    After Taxes on Distributions and Including Maximum Sales Charge     ^ 21 . ^ 44 %           ^ 7. ^ 56 %       ^ 0 . ^ 76 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge         ^ 19 . ^ 07 %           ^ 7 . ^ 72 %       ^ 1. ^ 29 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     ^ 14 . ^ 23 %           ^ 6. ^ 58 %       ^ 0 . ^ 68 %  
         Class A commenced operations April 22, 1998.              

    43


    Tax-Managed Mid-Cap Core Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge               ^ 12 .^ 96    ^ 7 .^ 41
    Before Taxes and Including Maximum Sales Charge               ^ 6 .^ 50    ^ 6 .^ 05
    After Taxes on Distributions and Excluding Maximum Sales Charge               ^ 12 .^ 87    ^ 7 .^ 39
    After Taxes on Distributions and Including Maximum Sales Charge               ^ 6 .^ 42    ^ 6 .^ 04
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge              ^ 8 .^ 53    ^ 6 .^ 41
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge              ^ 4 .^ 32    ^ 5 .^ 22
       Class A commenced operations March 4, 2002.             
    Tax-Managed Multi-Cap Opportunity Fund     Length of Period Ended ^October 31, 2006
    Average Annual Total Return:     One Year                   Five Years     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 19 .^ 84          ^ 9 .^ 18    ^ 4 .^ 23
    Before Taxes and Including Maximum Sales Charge    ^ 12 .^ 97          ^ 7 .^ 90    ^ 3 .^ 26
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 19 .^ 49          ^ 9 .^ 12    ^ 4 .^ 18
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 12 .^ 64          ^ 7 .^ 84    ^ 3 .^ 21
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge   ^ 13 .^ 29          ^ 7 .^ 98    ^ 3 .^ 64
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge   ^ 8 .^ 80          ^ 6 .^ 84    ^ 2 .^ 79
       Class A commenced operations June 30, 2000.             
    Tax-Managed Small-Cap Growth Fund ^     Length of Period Ended ^October 31, 2006
    Average Annual Total Return:     One Year ^       Five Years   Life of Fund
    Before Taxes and Excluding Maximum Sales Charge    ^ 21 .^ 55          ^ 4 .^ 94    ^ 2 .^ 50
    Before Taxes and Including Maximum Sales Charge    ^ 14 .^ 55          ^ 3 .^ 70    ^ 1 .^ 84
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 21 .^ 55          ^ 4 .^ 94    ^ 2 .^ 50
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 14 .^ 55          ^ 3 .^ 70    ^ 1 .^ 84
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 14 .^ 01          ^ 4 .^ 25    ^ 2 .^ 16
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 9 .^ 46          ^ 3 .^ 18    ^ 1 .^ 58
       Class A commenced ^commenced operations September 25, 1997.             
    Tax-Managed Small-Cap Value Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge               ^ 11 .^ 24    ^ 11 .^ 01
    Before Taxes and Including Maximum Sales Charge               ^ 4 .^ 86        9.^ 61
    After Taxes on Distributions and Excluding Maximum Sales Charge               ^ 10 .^ 33    10.^ 81
    After Taxes on Distributions and Including Maximum Sales Charge               ^ 4 .^ 01        9.^ 42
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 8.^ 38        9.^ 57
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge               ^ 4 .^ 17    ^ 8 .^ 33
       Class A commenced operations March 4, 2002.             

    44


    Tax-Managed Value Fund              Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:     One Year     Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge    ^ 18 . ^ 92   ^ 10 . ^ 38    ^ 10 . ^ 06
    Before Taxes and Including Maximum Sales Charge    ^ 12 . ^ 09   ^ 9 . ^ 08    ^ 9 . ^ 12
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 18 . ^ 77   ^ 10 . ^ 29    ^ 10 . ^ 00
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 11 . ^ 95   ^ 8 . ^ 99    ^ 9 . ^ 05
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 12 . ^ 47   ^ 9 . ^ 04    ^ 8 . ^ 85
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 8 . ^ 02   ^ 7 . ^ 88    ^ 7 . ^ 99
       Class A commenced operations on December 27, 1999.             

    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    ^Tax-Managed Dividend Income Fund     Charles Schwab & Co. Inc.     San Francisco, CA     9.8%  
        Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     6.5%  
        Citigroup Global Markets, Inc.     New York, NY     5.1%  
    Tax-Managed Equity Asset Allocation Fund Merrill Lynch, Pierce, Fenner & Smith Inc.   Jacksonville, FL   7.2%  
    Tax-Managed International Equity Fund     Charles Schwab & Co. Inc.     San Francisco, CA     7.5%  
        Alliance Bank TTEE FBO The Builders Group, c/o          
    Tax-Managed Mid-Cap Core Fund     David R. Bjorklund     Inver Grove Heights, MN     5.6%  
    Tax-Managed Small-Cap Value Fund     Charles Schwab & Co. Inc.     San Francisco, CA     6.8%  
    Tax-Managed Value Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     6.8%  
        Charles Schwab & Co. Inc.     San Francisco, CA     5.2%  

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

    45


    APPENDIX B

    Class B Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class B shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class B), (5) service fees paid under the Distribution Plan, and (6) 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 Fee 
    Paid to 
    Principal Underwriter  
      CDSC Paid to 
    Principal 
    Underwriter  
      Uncovered Distribution 
    Charges (as a % of Class 
    Net Assets)  
          Service Fees 
    Paid to 
    Investment Dealers  
        Sales 
    Commission  
            Service 
    Fees  
     
    Fund              
    Tax-Managed Dividend Income Fund*    ^$829,040     ^$476,409     ^$139,000     ^$5,212,000(3.6%)     ^$153,316     ^$110,672^  
    Tax-Managed Equity Asset Allocation    ^349,338     ^1,007,332     ^232,000     ^3,356,000(2.4%)     ^332,534     ^298,683^  
    Tax-Managed International Equity    ^ 36,349     ^ 223,233     ^ 58,000     ^3,666,000(12.5%)     ^74,165     ^66,797^  
    Tax-Managed Mid-Cap Core    ^7,548     ^49,770     ^8,000     ^ 128,000(1.9%)     ^16,560     ^15,381^  
    Tax-Managed Multi-Cap Opportunity    ^13,017     ^140,081     ^ 32,000     ^ 645,000(3.6%)     ^47,274     ^41,144^  
    Tax-Managed Small-Cap Growth    ^1 4,355     ^348,508     ^77,000     ^6,170,000(14.3%)     ^134,768     ^125,062^  
    Tax-Managed Small-Cap Value    ^ 9,734     ^ 56,971     ^ 13,000     ^ 134,000(1.9%)     ^19,123     ^17,308^  
    Tax-Managed Value    ^219,484     ^1,858,892     ^317,000     ^2,995,000(1.2%)     ^617,352     ^567,607^  
    * For the period May 1, 2006 to
       October 31, 2006. 
                                       

    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. ^Past performance (both before and after taxes) 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. Any ^ peformance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. Tax-Managed International Equity Fund’s Returns After Taxes may reflect foreign tax credits passed by the Fund to its shareholders.

    46


    ^

    Tax-Managed Dividend Income Fund         Length of Period Ended October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 18.22%       13.17%  
    Before Taxes and Including Maximum Sales Charge                 13.22%       12.52%  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 17.35%       12.51%  
    After Taxes on Distributions and Including Maximum Sales Charge                 12.35%       11.85%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 12.86%       11.31%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 9.61%       10.73%  
        Class B commenced operations May 30, 2003.              
    Tax-Managed Equity Asset Allocation Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 ^17.98%       ^7.34%  
    Before Taxes and Including Maximum Sales Charge                 ^12.98%       ^7.01%  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 ^17.53%       ^7.25%  
    After Taxes on Distributions and Including Maximum Sales Charge                 ^12.53%       ^6.92%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 ^12.19%       ^6.33%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 ^8.94%       ^6.04%  
        Class B commenced operations March 4, 2002.              
    Tax-Managed International Equity Fund               Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:     One Year                Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge     ^ 27 . ^ 83 %             ^ 7. ^ 91 %       ^ 0 . ^ 62 %  
    Before Taxes and Including Maximum Sales Charge     ^ 22 . ^ 83 %             ^ 7. ^ 61 %       ^ 0 . ^ 62 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 28 . ^ 00 %             ^ 8 . ^ 05 %       ^ 0 . ^ 71 %  
    After Taxes on Distributions and Including Maximum Sales Charge     ^ 23 . ^ 00 %             ^ 7. ^ 76 %       ^ 0 . ^ 71 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge       ^ 18 . ^ 29 %             ^ 7 . ^ 01 %       ^ 0 . ^ 62 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     ^ 15 . ^ 04 %             ^ 6. ^ 75 %       ^ 0 . ^ 62 %  
        Class B commenced operations April 22, 1998.              
    Tax-Managed Mid-Cap Core Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 ^ 12 . ^ 15 %       ^ 6 . ^ 62 %  
    Before Taxes and Including Maximum Sales Charge                 ^ 7 . ^ 15 %       ^ 6 . ^ 28 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 ^ 12 . ^ 06 %       ^ 6 . ^ 60 %  
    After Taxes on Distributions and Including Maximum Sales Charge                 ^ 7 . ^ 06 %       ^ 6 . ^ 26 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 ^ 8 . ^ 00 %       ^ 5 . ^ 72 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 ^ 4 . ^ 75 %       ^ 5 . ^ 42 %  
        Class B commenced operations March 4, 2002.              

    47


    Tax-Managed Multi-Cap Opportunity Fund              Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:     One Year           Five Years     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 19 . ^ 04          ^ 8 . ^ 33    ^ 3 . ^ 36
    Before Taxes and Including Maximum Sales Charge    ^ 14 . ^ 04          ^ 8 . ^ 03    ^ 3 . ^ 36
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 18 . ^ 68          ^ 8 . ^ 26    ^ 3 . ^ 31
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 13 . ^ 68          ^ 7 . ^ 97    ^ 3 . ^ 31
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 12 . ^ 79          ^ 7 . ^ 22    ^ 2 . ^ 88
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 9 . ^ 54          ^ 6 . ^ 96    ^ 2 . ^ 88
       Class B commenced operations July 10, 2000.             
    Tax-Managed Small-Cap Growth Fund ^              Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:     One Year ^         Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 20 . ^ 76 %              ^ 4 . ^ 15    ^ 1 . ^ 73
    Before Taxes and Including Maximum Sales Charge    ^ 15 . ^ 76          ^ 3 . ^ 81    ^ 1 . ^ 73
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 20 . ^ 76          ^ 4 . ^ 15    ^ 1 . ^ 73
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 15 . ^ 76          ^ 3 . ^ 81    ^ 1 . ^ 73
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 13 . ^ 50          ^ 3 . ^ 57    ^ 1 . ^ 49
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 10 . ^ 25          ^ 3 . ^ 27    ^ 1 . ^ 49
       Class B commenced operations ^ September 29, 1997.             
    Tax-Managed Small-Cap Value Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge               ^ 10 . ^ 45    10. ^ 22
    Before Taxes and Including Maximum Sales Charge               ^ 5 . ^ 45        9. ^ 91
    After Taxes on Distributions and Excluding Maximum Sales Charge               ^ 9 . ^ 52    10. ^ 02
    After Taxes on Distributions and Including Maximum Sales Charge               ^ 4 . ^ 52        9. ^ 71
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 7. ^ 90        8. ^ 87
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 4. ^ 65        8. ^ 60
       Class B commenced operations March 4, 2002.             
    Tax-Managed Value Fund              Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:     One Year           Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge    ^ 18 . ^ 00          ^ 9 . ^ 56    ^ 8 . ^ 81
    Before Taxes and Including Maximum Sales Charge    ^ 13 . ^ 00          ^ 9 . ^ 28    ^ 8 . ^ 81
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 17 . ^ 97          ^ 9 . ^ 53    ^ 8 . ^ 81
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 12 . ^ 97          ^ 9 . ^ 25    ^ 8 . ^ 81
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge     ^ 11 . ^ 74          ^ 8 . ^ 32    ^ 7 . ^ 74
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 8 . ^ 49          ^ 8 . ^ 07    ^ 7 . ^ 74
       Class B commenced operations January 18, 2000.             

    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s)

    48


    or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    ^Tax-Managed Dividend Income Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     14.1%  
        Citigroup Global Markets, Inc.     New York, NY     9.0%  
    Tax-Managed Equity Asset Allocation Fund       Merrill Lynch, Pierce, Fenner & Smith Inc.        Jacksonville, FL        7.2%  
    Tax-Managed International Equity Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     6.7%  
    Tax-Managed Multi-Cap Opportunity Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     8.3%  
    Tax-Managed Small-Cap Growth Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     7.6%  
    Tax-Managed Small-Cap Value Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     15.6%  
    Tax-Managed Value Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     18.8%  

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

    49


    APPENDIX C

    Class C Fees, Performance & Ownership

    ^ Distribution and Service ^ Fees. For the fiscal year ended ^ October 31, 2006 , the following table shows (1) sales commissions paid by the principal underwriter to investment dealers on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) CDSC payments to the principal underwriter, (4) uncovered distribution charges under the Distribution Plan (dollar amount and as a percentage of net assets attributable to Class C), (5) service fees paid under the Distribution Plan, and (6) 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 Fee 
    Paid to 
    Principal Underwriter  
      CDSC Paid to 
    Principal 
    Underwriter  
      Uncovered Distribution 
    Charges (as a % of Class 
    Net Assets)  
          Service Fees 
    Paid to 
    Investment Dealers  
        Sales 
    Commission  
            Service 
    Fees  
     
    Fund              
    Tax-Managed Dividend Income*    ^$1,762,472     ^$1,498,781     ^$28,000     ^$24,235,000(4.9%)     ^$499,594     ^$587,493  
    Tax-Managed Equity Asset Allocation    ^1,381,042     ^1,402,017     ^12,000     ^ 7,453,000(3.5%)     ^467,338     ^460,351  
    Tax-Managed International Equity    ^189,142     ^179,252     ^1,000     ^ 7,174,000(25.4%)     ^59,751     ^ 63,048  
    Tax-Managed Mid-Cap Core    ^47,057     ^ 49,910     ^ 100     ^ 378,000(5.4%)     ^16,639     ^15,685  
    Tax-Managed Multi-Cap Opportunity    ^132,503     ^135,504     ^1 ,000     ^ 950,000(5.2%)     ^45,170     ^ 44,167  
    Tax-Managed Small-Cap Growth    ^213,727     ^206,524     ^ 1,000     ^9,194,000(34.5%)     ^68,843     ^ 71,320  
    Tax-Managed Small-Cap Value    ^52,494     ^57,482     ^ 136     ^ 357,000(4.6%)     ^19,160     ^17,507  
    Tax-Managed Value    ^2,030,957     ^2,049,005     ^17,000     ^21,111,000(7.1%)     ^283,001     ^677,037  
    *For the period May 1, 2006 to
       October 31, 2006.  
                                           

    Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in each table. ^Past performance (both before and after taxes) 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. Any ^ performance presented with an asterisk (*) includes the effect of subsidizing expenses. ^ Performance would have been lower without subsidies.

    Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Fund’s past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Fund’s current performance may be lower or higher than the quoted return. Fund performance during certain periods reflects the strong stock market performance and/or the strong performance of stocks held during those periods. This performance is not typical and may not be repeated. For the Fund’s performance as of the most recent month-end, please refer to www.eatonvance.com.

    About Returns After Taxes. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. Tax-Managed International Equity Fund’s Returns After Taxes may reflect foreign tax credits passed by the Fund to its shareholders.

    50


    ^

    Tax-Managed Dividend Income Fund         Length of Period Ended October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 18.22%       13.17%  
    Before Taxes and Including Maximum Sales Charge                 17.22%       13.17%  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 17.35%       12.51%  
    After Taxes on Distributions and Including Maximum Sales Charge                 16.35%       12.51%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 12.86%       11.31%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 12.21%       11.31%  
        Class C commenced operations May 30, 2003.              
    Tax-Managed Equity Asset Allocation Fund         Length of Period Ended ^October 31, 2006  
    Average Annual Total Return:               One Year     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 ^18.01%       ^7.31%  
    Before Taxes and Including Maximum Sales Charge                 ^17.01%       ^7.31%  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 ^17.56%       ^7.22%  
    After Taxes on Distributions and Including Maximum Sales Charge                 ^16.56%       ^7.22%  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 ^12.21%       ^6.31%  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 ^11.56%       ^6.31%  
        Class C commenced operations March 4, 2002.              
    Tax-Managed International Equity Fund               Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:     One Year                 Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge     ^ 27 . ^ 96 %             ^ 7. ^ 94 %       ^ 0 . ^ 61 %  
    Before Taxes and Including Maximum Sales Charge     ^ 26 . ^ 96 %             ^ 7. ^ 94 %       ^ 0 . ^ 61 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge     ^ 28 . ^ 12 %             ^ 8 . ^ 08 %       ^ 0 . ^ 70 %  
    After Taxes on Distributions and Including Maximum Sales Charge     ^ 27 . ^ 12 %             ^ 8 . ^ 08 %       ^ 0 . ^ 70 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge       ^ 18 . ^ 39 %             ^ 7 . ^ 03 %       ^ 0 . ^ 61 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge     ^ 17 . ^ 74 %             ^ 7 . ^ 03 %       ^ 0 . ^ 61 %  
        Class C commenced operations April 22, 1998.              
    Tax-Managed Mid-Cap Core Fund         Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge                 ^ 12 . ^ 15 %       ^ 6 . ^ 62 %  
    Before Taxes and Including Maximum Sales Charge                 ^ 11 . ^ 15 %       ^ 6 . ^ 62 %  
    After Taxes on Distributions and Excluding Maximum Sales Charge                 ^ 12 . ^ 06 %       ^ 6 . ^ 60 %  
    After Taxes on Distributions and Including Maximum Sales Charge                 ^ 11 . ^ 06 %       ^ 6 . ^ 60 %  
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 ^ 8 . ^ 00 %       ^ 5 . ^ 72 %  
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge                 ^ 7 . ^ 35 %       ^ 5 . ^ 72 %  
        Class C commenced operations March 4, 2002.              

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    Tax-Managed Multi-Cap Opportunity Fund              Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:     One Year                Five Years     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 19 .^ 01          ^ 8 .^ 34    ^ 3 .^ 39
    Before Taxes and Including Maximum Sales Charge    ^ 18 .^ 01          ^ 8 .^ 34    ^ 3 .^ 39
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 18 .^ 64          ^ 8 .^ 27    ^ 3 .^ 34
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 17 .^ 64          ^ 8 .^ 27    ^ 3 .^ 34
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge        ^ 12 .^ 76          ^ 7 .^ 23    ^ 2 .^ 91
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 12 .^ 11          ^ 7 .^ 23    ^ 2 .^ 91
       Class C commenced operations July 10, 2000.             
    Tax-Managed Small-Cap Growth Fund ^              Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:     One Year*         Five Years*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge    ^ 20 .^ 72          ^ 4 .^ 16    ^ 1 .^ 69
    Before Taxes and Including Maximum Sales Charge    ^ 19 .^ 72          ^ 4 .^ 16    ^ 1 .^ 69
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 20 .^ 72          ^ 4 .^ 16    ^ 1 .^ 69
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 19 .^ 72          ^ 4 .^ 16    ^ 1 .^ 69
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 13 .^ 47          ^ 3 .^ 58    ^ 1 .^ 45
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 12 .^ 82          ^ 3 .^ 58    ^ 1 .^ 45
       Class C commenced operations ^September 29, 1997 .              
    Tax-Managed Small-Cap Value Fund         Length of Period Ended^ October 31, 2006  
    Average Annual Total Return:               One Year*     Life of Fund*  
    Before Taxes and Excluding Maximum Sales Charge               ^ 10 .^ 44    10.^ 23
    Before Taxes and Including Maximum Sales Charge               ^ 9 .^ 44    10.^ 23
    After Taxes on Distributions and Excluding Maximum Sales Charge               ^ 9 .^ 52    10.^ 03
    After Taxes on Distributions and Including Maximum Sales Charge               ^ 8 .^ 52    10.^ 03
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge                 7.^ 89        8.^ 88
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge               ^ 7 .^ 24        8.^ 88
       Class C commenced operations March 4, 2002 .              
    Tax-Managed Value Fund              Length of Period Ended ^ October 31, 2006  
    Average Annual Total Return:     One Year           Five Years     Life of Fund  
    Before Taxes and Excluding Maximum Sales Charge    ^ 18 .^ 02          ^ 9 .^ 55    ^ 9 .^ 26
    Before Taxes and Including Maximum Sales Charge    ^ 17 .^ 02          ^ 9 .^ 55    ^ 9 .^ 26
    After Taxes on Distributions and Excluding Maximum Sales Charge    ^ 17 .^ 98          ^ 9 .^ 53    ^ 9 .^ 24
    After Taxes on Distributions and Including Maximum Sales Charge    ^ 16 .^ 98          ^ 9 .^ 53    ^ 9 .^ 24
    After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge    ^ 11 .^ 75          ^ 8 .^ 31    ^ 8 .^ 13
    After Taxes on Distributions and Redemption and Including Maximum Sales Charge    ^ 11 .^ 10          ^ 8 .^ 31    ^ 8 .^ 13
       Class C commenced operations January 24, 2000.             

    Control Persons and Principal Holders of Securities. At ^ February 1, 2007 , the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s)

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    or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

    ^Tax-Managed Dividend Income Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     27.5%  
        Citigroup Global Markets, Inc.     New York, NY     5.3%  
    Tax-Managed Equity Asset Allocation Fund        Merrill Lynch, Pierce, Fenner & Smith Inc.        Jacksonville, FL        16.5%  
        Citigroup Global Markets, Inc.     New York, NY     5.3%  
    Tax-Managed International Equity Fund   Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     16.1%  
    Tax-Managed Mid-Cap Core Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     8.7%  
    Tax-Managed Multi-Cap Opportunity Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     17.7%  
    Tax-Managed Small-Cap Growth Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     15.5%  
    Tax-Managed Small-Cap Value Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     21.9%  
    Tax-Managed Value Fund     Merrill Lynch, Pierce, Fenner & Smith Inc.     Jacksonville, FL     20.5%  

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

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    APPENDIX D

    EATON VANCE FUNDS
    PROXY VOTING POLICY AND PROCEDURES

    I. Overview

    The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

    II. Delegation of Proxy Voting Responsibilities

    Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section ^ V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

    III. Delegation of Proxy Voting Disclosure Responsibilities

    The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31 st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

    The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

    IV. Conflicts of Interest

    The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

    Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the

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    proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

    V. Reports

    The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

    Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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    APPENDIX E

    EATON VANCE MANAGEMENT
    BOSTON MANAGEMENT AND RESEARCH
    PROXY VOTING POLICIES AND PROCEDURES

    I. Introduction

    Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    II. Overview

    Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

    No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

    III. Roles and Responsibilities

    A. Proxy Administrator

    The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

    B. Agent

    An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant

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    to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.

    Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

    C. Proxy Group

    The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.

    For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.

    If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.

    If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.

    The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.

    IV. Proxy Voting Guidelines (“Guidelines”)

    A. General Policies

    It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

    In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.

    When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.

    Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.

    B. Proposals Regarding Mergers and Corporate Restructurings

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.

    C. Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers

    The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.

    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).

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    E. Social and Environmental Issues

    The Advisers generally support management on social and environmental proposals.

    F. Voting Procedures

    Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

    1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

    In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

    2. NON-VOTES: Votes in Which No Action is Taken

    The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

    Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

    Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

    3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted

    If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

    The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

    V. Recordkeeping

    The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of the Advisers’ proxy voting policies and procedures;
    • Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR database or are kept by the Agent and are available upon request;
    • A record of each vote cast;
    • A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
    • Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

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    VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients

    A. Assessment of Agent

    The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.

    B. Conflicts of Interest

    As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:

    • Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
    • A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
    • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
    • If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
    • If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:
         • The client, in the case of an individual or corporate client;
         • In the case of a Fund, its board of directors, or any committee or sub-committee identified by the board; or
         • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

    The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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    APPENDIX F

    EAGLE GLOBAL ADVISORS, L.L.C.
    PROXY VOTING POLICIES

    I. Introduction

    Eagle Global Advisors, L.L.C. (the “Adviser”) has each adopted and implemented policies that the Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Adviser’s authority to vote the proxies of its clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policies and Procedures. These proxy policies reflect the Securities and Exchange Commission (“SEC”) requirements governing Adviser and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    Overview

    The Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, the Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). The Adviser is adopting the formal written guidelines described in detail below and will utilize such guidelines in voting proxies on behalf of its clients. These guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

    In seeking to ensure a level of consistency and rationality in the proxy voting process, the guidelines contained in these policies are designed to address the manner in which certain matters that arise regularly in proxies will generally be voted. However, the Adviser takes the view that these guidelines should not be used as mechanical instructions for the exercise of this important shareholder right. Except in the instance of routine matters related to corporate administrative matters which are not expected to have a significant economic impact on the company or its shareholders (on which the Adviser will routinely vote with management), the Adviser will review each matter on a case-by-case basis and reserve the right to deviate from these guidelines when they believe the situation warrants such a deviation. In addition, no set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to review and vote proxies on behalf of the Adviser’s clients) may seek insight from the Adviser’s analysts and portfolio managers on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly. The guidelines are just that: guidelines rather than hard and fast rules, simply because corporate governance issues are so varied.

    Proxy Voting Guidelines

    The following guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, the Adviser will utilize these guidelines in conjunction with recommendations from Institutional Shareholder Services when voting proxies on behalf of its clients.

    A ^ . Election of Board of Directors

    The Adviser believes that a Board of Directors should primarily be independent, not have significant ties to management and consist of members who are all elected annually. In addition, the Adviser believes that ^ imporant Board committees ( e.g. , audit, nominating and compensation committees) should be entirely independent. In general^ ,

    • The Adviser will support the election of directors that result in a Board made up of a majority of independent directors.
    • The Adviser will support the election for independent directors to serve on the audit, compensation, and/or nominating committees of a Board of Directors.
    • The Adviser will hold all directors accountable for the actions of the Board’s committees. For example, the Adviser will consider withholding votes for nominees who have recently approved compensation arrangements that the Adviser deems excessive or propose equity-based compensation plans that unduly dilute the ownership interests of shareholders.

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    • The Adviser will support efforts to declassify existing Boards, and will vote against proposals by companies to adopt classified Board structures.
    • The Adviser will vote against proposals for cumulative voting, confidential stockholder voting and the granting of pre-emptive rights.

    B. Approval of Independent Auditors

    The Adviser believes that the relationship between the company and its auditors should be limited primarily to the audit engagement and closely allied audit-related and tax services, although non-audit services may be provided so long as they are consistent with the requirements of the Sarbanes-Oxley Act and, if required, have been approved by an independent audit committee. The Adviser will also consider the reputation of the auditor and any problems that may have arisen in the auditor’s performance of services.

    C. Executive Compensation

    The Adviser believes that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of management, employees, and directors. However, the Adviser is opposed to plans that substantially dilute shareholders’ ownership interests in the company or have objectionable structural features.

    • The Adviser will generally vote against plans where total potential dilution (including all equity-based plans) seems likely to exceed 15% of shares outstanding over ten years and extends longer than ten years.
    • The Adviser will generally vote against plans if annual option grants exceed 2% of shares outstanding.

    These total and annual dilution thresholds are guidelines, not ceilings, and when assessing a plan’s impact on client shareholdings the Adviser will consider other factors such as specific industry practices, company and stock performance and management credibility. The Proxy Administrator may consult with the relevant analyst(s) or portfolio manager(s), to determine when or if it may be appropriate to exceed these guidelines.

    • The Adviser will typically vote against plans that have any of the following structural features:
    • Ability to re-price underwater options without shareholder approval.
    • The unrestricted ability to issue options with an exercise price below the stock’s current market price.
    • Automatic share replenishment (“evergreen”) feature.
    • The Adviser is supportive of measures intended to increase long-term stock ownership by executives. These may include:
    • Requiring senior executives to hold a minimum amount of stock in the company (frequently expressed as a certain multiple of the executive’s salary).
    • Using restricted stock grants instead of options.

    Utilizing phased vesting periods or vesting tied to company specific milestones or stock performance. The Adviser will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.

    In assessing a company’s executive compensation plan, the Adviser will weigh all components of the plan. For example, the grant of stock options to executives of a company in a particular year may appear excessive if that grant goes above 2% of the shares outstanding of the company. However, such grants may be appropriate if the senior management of the company has accepted significantly reduced cash compensation for the year in lieu of receiving a greater number of options.

    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, the Adviser opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. In general,

    • Because a classified board structure prevents shareholders from electing a full slate of directors annually, the Adviser will typically vote against proposals to create classified boards and vote in favor of shareholder proposals to declassify a board.
    • The Adviser will vote for proposals to subject shareholder rights plans (“poison pills”) to a shareholder vote.
    • The Adviser will vote for shareholder proposals that seek to eliminate supermajority voting requirements and oppose proposals seeking to implement supermajority voting requirements.

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    • The Adviser will generally vote against proposals to authorize preferred stock whose voting, conversion, dividend and other rights are determined at the discretion of the board of directors when the stock is issued, when used as an anti-takeover device. However, such “blank check” preferred stock may be issued for legitimate financing needs and the Adviser may vote for proposals to issue such preferred stock when it believes such circumstances exist.
    • The Adviser will vote for proposals to lower barriers to shareholder action (for example, limiting rights to call special meetings or act by written consent).
    • The Adviser will vote against proposals for a separate class of stock with disparate voting rights.
    • The Adviser will consider on a case-by-case basis on board approved proposals regarding changes to a company’s capitalization; however, the Adviser will generally vote in favor of proposals authorizing the issuance of additional common stock (except in the case of a merger, restructuring or another significant corporate event which will be handled on a case-by-case basis), provided that such issuance does not exceed three times the number of currently outstanding shares.

    E. ^ State of Incorporation/Offshore Presence

    Under ordinary circumstances, the Adviser will not interfere with a choice to reincorporate or reorganize a company in a different jurisdiction, provided that management’s decision has been approved by the board of directors. The Adviser recognizes that there may be benefits to reincorporation (such as tax benefits and more developed business laws in the jurisdiction of reincorporation). Each proposal to reincorporate in offshore tax havens will be reviewed on a case-by-case basis to determine whether such actions are in the best interests of the shareholders of the company, including the Adviser’s clients.

    F. Environmental/Social Policy Issues

    The Adviser believes that “ordinary business matters” are primarily the responsibility of management and should be approved solely by the company’s board of directors. The Adviser recognizes that certain social and environmental issues raised in shareholder proposals are the subject of vigorous public debate and many are the subject of legal statutes or regulation by federal and/or state agencies. The Adviser generally supports management on these types of proposals, although they may make exceptions where they believe a proposal has substantial economic implications. The Adviser expects that the companies in which they invest its clients’ assets will act as responsible corporate citizens.

    G. Circumstances Under Which The Adviser Will Abstain or Take No Action From Voting

    The Adviser will seek to vote all proxies for clients who have delegated the responsibility to vote such proxies to the Adviser. Under certain circumstances, the costs to its clients associated with voting such proxies would far outweigh the benefit derived from exercising the right to vote. In those circumstances, the Adviser will make a case-by-case determination on whether or not to vote such proxies. In the case of countries which required so-called “share blocking,” the Adviser ^ will take no action from voting. The Adviser will not seek to vote proxies on behalf of its clients unless it has agreed to take on that responsibility on behalf of a client. Finally, the Adviser may be required to abstain from voting on a particular proxy in a situation where a conflict exists between the Adviser and its client. The policy for resolution of such conflicts is described below in Section V.

    Recordkeeping

    The Adviser will maintain records relating to the proxies they vote on behalf of its clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of the Adviser’s proxy voting policies and procedures;
    • Proxy statements received regarding client securities (if such proxies are available on the SEC’s EDGAR system or a third party undertakes to promptly provide a copy of such documents to the Adviser, the Adviser does not need to retain a separate copy of the proxy statement);
    • A record of each vote cast*;
    • A copy of any document created by the Adviser that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
    • Each written client request for proxy voting records and the Adviser’s written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Adviser for two years after they are created.

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    Identification and Resolution of Conflicts with Clients

    As fiduciaries to its clients, the Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Adviser are able to identify potential conflicts of interest, the Adviser will take the following steps:

    • Quarterly, the Proxy Administrator will compile a list of significant clients or prospective clients of the Adviser (the “Conflicted Companies”). A Conflicted Company is a company/client that makes up more than 10% of the Advisors revenue or a company where the Advisors is also a finalist for new business that makes up more than 10% of the Advisors revenue.

    • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she expects to receive or has received proxy statements (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Eaton Vance Chief Legal Officer and the Chief Equity Investment Officer.

    *A record of all proxy statements with respect to securities held in client portfolios with respect to which the Company has agreed to vote proxies shall be maintained in the form of copies and an EXCEL (or similar) spreadsheet. Hard copies of the proxy statements shall not be maintained in Company files; instead, the Company shall rely on obtaining a copy of a proxy statement from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. The person responsible for voting proxies shall maintain a record detailing for each company- in the form of copies and an EXCEL (or similar) spreadsheet containing the following information for each matter relating to a portfolio security considered at any shareholder meeting with respect to which the client is entitled to vote:

    a. The name of the issuer of the portfolio security;
    b. The exchange ticker symbol of the portfolio security;
    c. Whether the registrant cast its vote for or against management.

    The Eaton Vance Chief Legal Officer and Chief Equity Investment Officer will then determine if a conflict of interest exists between the relevant Adviser and its client. If they determine that a conflict exists, they or their designees will take the following steps to seek to resolve such conflict prior to voting any proxies relating to these Conflicted Companies.

    • If the Proxy Administrator expects to vote the proxy of the Conflicted Company strictly according to the guidelines contained in these Proxy Voting Policies (the “Policies”), he will (i) inform the Eaton Vance Chief Legal Officer and Chief Equity Investment Officer (or their designees) of that fact, ^(ii) vote the proxies and (iii) record the existence of the conflict and the resolution of the matter.

    • If the Proxy Administrator intends to vote in a manner inconsistent with the guidelines contained herein or, if the issues raised by the proxy are not contemplated by these Policies, and the matters involved in such proxy could have a material economic impact on the client(s) involved, the Adviser will seek instruction on how the proxy should be voted from: • The client, in the case of an individual or corporate client; • In the case of a Fund its board of directors, or any committee identified by the board; or • The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Adviser’s clients’ securities holdings in the Conflicted Company, the Adviser may vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the conflict and the resolution of the matter.

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    APPENDIX G

    ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
    PROXY VOTING POLICIES

    I. Introduction

    Atlanta Capital Management Company, LLC (“ACM”) has adopted and implemented policies (and the procedures into which they are incorporated) that ACM believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. ACM’s authority to vote the proxies of its clients is established by their advisory contracts or similar documentation. These proxy policies (and the procedures into which they are incorporated) reflect the Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    II. Overview

    ACM manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, ACM seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

    The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). ACM is adopting the formal written guidelines described in detail below and will utilize such guidelines in voting proxies on behalf of its clients. These guidelines are designed to promote accountability of a company’s management and Board of Directors to its shareholders and to align the interests of management with those of shareholders.

    In seeking to ensure a level of consistency and rationality in the proxy voting process, the guidelines contained in these policies are designed to address the manner in which certain matters that arise regularly in proxies will generally be voted. However, ACM takes the view that these guidelines should not be used as mechanical instructions for the exercise of this important shareholder right. Except in the instance of routine matters related to corporate administrative matters which are not expected to have a significant economic impact on the company or its shareholders (on which ACM will routinely vote with management), ACM will review each matter on a case-by-case basis and reserve the right to deviate from these guidelines when it believes the situation warrants such a deviation. In addition, no set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to review and vote proxies on behalf of ACM’s clients) may seek insight from ACM’s analysts, portfolio managers and/or Executive Committee on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly. The guidelines are just that: guidelines, rather than hard and fast rules, simply because corporate governance issues are so varied.

    III. Institutional Shareholder Services

    In order to facilitate this proxy voting process, ACM has retained Institutional Shareholder Services (“ISS”) to assist the firm with in-depth proxy research, vote execution, and the recordkeeping necessary for the appropriate management of a client account. ISS is an advisor that specializes in providing a variety of fiduciary-level services related to proxy voting. In addition to analyses, ISS delivers to ACM voting reports that reflect voting activities for ACM’s clients, enabling the clients to monitor voting activities performed by ACM.

    IV. Proxy Edge (Automatic Date Processing)

    In addition ACM has retained ProxyEdge (“ADP”) to assist the firm with vote execution, and the record keeping necessary for the appropriate management of a client account. ProxyEdge is an advisor that specializes in providing a variety of fiduciary-level services related to proxy voting. ProxyEdge delivers to ACM voting reports that reflect voting activities for ACM’s clients, enabling the clients to monitor voting activities performed by ACM.

    V. Proxy Voting Guidelines

    The following guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, ACM will utilize these guidelines when voting proxies on behalf of its clients.

    A. Election of Board of Directors

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    ACM believes that a Board of Directors should primarily be independent, not have significant ties to management and consist of members who are all elected annually. In addition, ACM believes that important Board committees ( e.g. , audit, nominating and compensation committees) should be entirely independent. In general,

    • ACM will support the election of directors that result in a Board made up of a majority of independent directors.
    • ACM will support the election of independent directors to serve on the audit, compensation, and/or nominating committees of a Board of Directors.
    • ACM will hold all directors accountable for the actions of the Board’s committees. For example, ACM will consider withholding votes for nominees who have recently approved compensation arrangements that ACM deems excessive or proposed equity-based compensation plans that unduly dilute the ownership interests of shareholders.
    • ACM will support efforts to declassify existing Boards, and will vote against efforts by companies to adopt classified Board structures.
    • ACM will vote against proposals for cumulative voting, confidential stockholder voting and the granting of preemptive rights.

    B. Approval of Independent Auditors

    ACM believes that the relationship between the company and its auditors should be limited primarily to the audit engagement and closely allied audit-related and tax services, although non-audit services may be provided so long as they are consistent with the requirements of the Sarbanes-Oxley Act and, if required, have been approved by an independent audit committee. ACM will also consider the reputation of the auditor and any problems that may have arisen in the auditor’s performance of services.

    C. Executive Compensation

    ACM believes that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of management, employees, and directors. However, ACM is opposed to plans that substantially dilute shareholders’ ownership interests in the company or have objectionable structural features.

    • ACM will generally vote against plans where total potential dilution (including all equity-based plans) seems likely to exceed 15% of shares outstanding over ten years and extends longer than ten years.
    • ACM will generally vote against plans if annual option grants exceed 2% of shares outstanding.

    These total and annual dilution thresholds are guidelines, not ceilings, and when assessing a plan’s impact on client shareholdings ACM considers other factors such as specific industry practices, company and stock performance and management credibility. The Proxy Administrator may consult with the relevant analyst(s) or portfolio manager(s) or, if appropriate, members of senior management, to determine when or if it may be appropriate to exceed these guidelines.

    • ACM will typically vote against plans that have any of the following structural features:
        •Ability to re-price underwater options without shareholder approval.
        •The unrestricted ability to issue options with an exercise price below the stock’s current market price.
        •Automatic share replenishment (“evergreen”) feature.
    • ACM is supportive of measures intended to increase long-term stock ownership by executives. These may include: Requiring senior executives to hold a minimum amount of stock in the company (frequently expressed as a certain multiple of the executive’s salary).
        • Requiring senior executives to hold a minimum amount of stock in the company (frequently expressed as a certain multiple of the executive’s salary).
        • Using restricted stock grants instead of options.
        • Utilizing phased vesting periods or vesting tied to company specific milestones or stock performance.
        •ACM will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.

    In assessing a company’s executive compensation plan, ACM will weigh all components of the plan. For example, the grant of stock options to executives of a company in a particular year may appear excessive if that grant goes above 2% of the shares outstanding of the company. However, such grants may be appropriate if the senior management of

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    the company has accepted significantly reduced cash compensation for the year in lieu of receiving a greater number of options.

    D. Corporate Structure Matters/Anti-Takeover Defenses

    As a general matter, ACM opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. In general,

    • Because a classified board structure prevents shareholders from electing a full slate of directors annually, ACM will typically vote against proposals to create classified boards and vote in favor of shareholder proposals to declassify a board.
    • ACM will vote for proposals to subject shareholder rights plans (“poison pills”) to a shareholder vote.
    • ACM will vote for shareholder proposals that seek to eliminate supermajority voting requirements and oppose proposals seeking to implement supermajority voting requirements.
    • ACM will generally vote against proposals to authorize preferred stock whose voting, conversion, dividend and other rights are determined at the discretion of the Board of Directors when the stock is issued when used as an anti-takeover device. However, such “blank check” preferred stock may be issued for legitimate financing needs and ACM can vote for proposals to issue such preferred stock in those circumstances.
    • ACM will vote for proposals to lower barriers to shareholder action (for example, limiting rights to call special meetings or act by written consent).
    • ACM will vote against proposals for a separate class of stock with disparate voting rights.
    • ACM will consider on a case-by-case basis board-approved proposals regarding changes to a company’s capitalization, however ACM will generally vote in favor of proposals authorizing the issuance of additional common stock (except in the case of a merger, restructuring or other significant corporate event which will be handled on a case-by-case basis).

    E. State of Incorporation/Offshore Presence

    Under ordinary circumstances, ACM will not interfere with a choice to reincorporate or reorganize a company in a different jurisdiction, provided that management’s decision has been approved by a Board of Directors. ACM recognizes that there may be benefits to reincorporation (such as tax benefits and more developed business laws in the jurisdiction of reincorporation). Each proposal to reincorporate in offshore tax havens will be reviewed on a case-by-case basis to determine whether such actions are in the best interests of the shareholders of the company including ACM’s clients.

    F. Environmental/Social Policy Issues

    ACM believes that “ordinary business matters” are primarily the responsibility of management and should be approved solely by the company’s Board of Directors. ACM recognizes that certain social and environmental issues raised in shareholder proposals are the subjects of vigorous public debate and many are the subject of legal statutes or regulation by federal and/or state agencies. ACM generally supports management on these types of proposals, though exceptions may be made in certain instances where ACM believes a proposal has substantial economic implications. ACM expects that the companies in which clients’ assets are invested will act as responsible corporate citizens.

    G. Circumstances Under Which ACM Will Abstain From Voting

    ACM will seek to vote all proxies for clients who have delegated the responsibility to vote such proxies to ACM. Under certain circumstances, the costs to clients associated with voting such proxies would far outweigh the benefit derived from exercising the right to vote. In those circumstances, ACM will make a case-by-case determination on whether or not to vote such proxies. In the case of countries that require so-called “share blocking,” ACM may also abstain from voting. ACM will not seek to vote proxies on behalf of its clients unless it has agreed to take on that responsibility on behalf of a client. Finally, ACM may be required to abstain from voting on a particular proxy in a situation where a conflict exists between ACM and its client. The policy for resolution of such conflicts is described below in Section VII.

    VI. Recordkeeping

    ACM will maintain records relating to the proxies voted on behalf of its clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of ACM’s proxy voting policies and procedures;

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    • Proxy statements received regarding client securities (if such proxies are available on the SEC’s EDGAR system or a third party undertakes to promptly provide a copy of such documents to ACM, ACM does not need to retain a separate copy of the proxy statement); 
    • A record of each vote cast;
    • A copy of any document created by ACM that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
    • Each written client request for proxy voting records and ACM’s written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of ACM for two years after they are created.

    VII. Identification and Resolution of Conflicts with Clients

    As fiduciary to its clients, ACM puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of ACM are able to identify potential conflicts of interest, ACM will take the following steps:

    • Quarterly, the Compliance Officer will seek information from the supervisor of each functional unit of ACM (marketing, operations, etc.) Each supervisor will be asked to provide a list of significant clients or prospective clients of ACM. For example, a supervisor would report the fact that ACM was in discussions with a corporate client considering management of the corporation’s pension plan assets.
    • The Compliance Officer will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
    • The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he expects to receive or has received proxy statements (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Compliance Officer and members of senior management of ACM.

    The Compliance Officer and designated members of senior management will then determine if a conflict of interest exists between ACM and its client. If they determine that a conflict exists, they will take the following steps to seek to resolve such conflict prior to voting any proxies relating to these Conflicted Companies.

    • If the Proxy Administrator expects to vote the proxy of the Conflicted Company strictly according to the guidelines contained in these Proxy Voting Policies (the “Policies”), he will (i) inform the Compliance Officer and designated members of senior management of that fact, (ii) vote the proxies and (iii) record the existence of the conflict and the resolution of the matter.
    • If the Proxy Administrator intends to vote in a manner inconsistent with the guidelines contained herein or, if the issues raised by the proxy are not contemplated by these Policies, and the matters involved in such proxy could have a material economic impact on the client(s) involved, the Proxy Administrator will seek instruction on how the proxy should be voted from:
         •The client, in the case of an individual or corporate client;
         •The Board of Directors, or any committee thereof identified by the Board, in the case of a Fund; or
         •The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

    ACM will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client or Board of Directors, as the case may be, fails to instruct the Proxy Administrator on how to vote the proxy, the Proxy Administrator will generally abstain from voting in order to avoid the appearance of impropriety. If however, the failure of ACM to vote its clients’ proxies would have a material adverse economic impact on ACM’s clients’ securities holdings in the Conflicted Company, ACM may vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the conflict and the resolution of the matter.

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    APPENDIX H

    FOX ASSET MANAGEMENT
    PROXY VOTING POLICY
    (Standard)

    Introduction

    Fox Asset Management (“Fox”) has adopted and implemented policies (and the procedures into which they are incorporated) that it believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. Fox’s authority to vote the proxies of its clients is established by their advisory contracts or similar documentation. These proxy policies (and the procedures into which they are incorporated) reflect the Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

    For those accounts which Fox has undertaken to vote proxies, Fox retains the final authority and responsibility for such voting. On behalf of its valued clients, Fox:

    (1) ^applies a proxy voting policy consistently;
    (2^ ) documents the reasons for voting; and
    (3^ ) maintains records of voting activities for clients and regulating authorities.

    Recordkeeping

    Fox will maintain records relating to the proxies it votes on behalf of its clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

    • A copy of Fox’s proxy voting policies and procedures;
    • Proxy statements received regarding client securities (if such proxies are available on the SEC’s EDGAR system or a third party undertakes to promptly provide a copy of such documents to Fox, Fox does not need to retain a separate copy of the proxy statement);
    • A record of each vote cast;
    • A copy of any document created by Fox that was material to making a decision on how to vote a proxies for a client or that memorializes the basis for such a decision; and
    • Each written client request for proxy voting records and Fox’s written response to any client request (whether written or oral) for such records.

    All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of Fox for two years after they are created.

    Approval of Independent Auditors

    Fox believes that the relationship between the company and its auditors should be limited primarily to the audit engagement, and closely allied audit–related and tax services, although non-audit services may be provided so long as they are consistent with the requirements of the Sarbanes-Oxley Act and, if required, have been approved by an independent audit committee. Fox will also consider the reputation of the auditor and any problems that may have arisen in the auditor’s performance of services.

    Voting Policy

    Fox manages client accounts solely in the best interest of the recipients or beneficiaries of the funds it is investing. Industry standards of care, skill, prudence and diligence are brought to bear on every investment action. This philosophy of prudence is applied to proxy voting as well.

    Fox purchases an equity, focusing on the ability of the company’s board of directors and senior management to improve shareholder value. However, the confidence in management shown by Fox’s purchase of the stock does not transfer to automatic voting procedures whereby Fox “rubber stamps” its wishes on the proxy ballot.

    Fox views the proxy as an economic instrument, and makes proxy voting decisions based on financial criteria when present. At the same time, decisions will, whenever possible, protect the rights of its clients as shareholders. Thus, in making a proxy voting decision, two primary considerations are in effect: first, the economic impact of the proposal; and second, the impact of the proposal on shareholder rights.

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    For Fox’s clients who are supportive of timely--and sometimes controversial--social issues, Fox will attempt to vote proxies in a manner that reflects their perspective. However, it should be noted that Fox will support a social ballot item only after a careful assessment of the extent to which the outcome that is advocated in the social proposal would impair or injure the company’s chances to fulfill its mission and meet its growth targets.

    Therefore, to summarize all votes will be reviewed on a case-by-case basis and no issues will be considered routine. Each issue will be considered in the context of the company under review and the account for which Fox is voting. In other words, proxy voting guidelines are just that – guidelines. When company- and client-specific factors are overlaid, every proxy voting decision becomes a case-by-case decision.

    Keeping in mind the concept that no issue is considered “routine,” outlined below are general voting parameters on various types of issues when there are no company- and client-specific reasons for voting to the contrary.

    Specific Policies-Management Proposals

    I. When voting on common, management-sponsored initiatives, Fox generally, although not always, votes in support of management.

       A. Uncontested election of directors

    • Fox will assess the attendance record of board members, and potentially withhold support based on a poor attendance. Poor attendance can be defined as failing to attend 75% of the scheduled board meetings. 
    • In re-electing incumbent directors, the long-term performance of the company relative to its peers—Fox will not vote to re-elect a board if the company has had consistent poor performance relative to its peers in the industry, unless the board has taken or is attempting to take steps to improve the company’s performance. 
    • Existence of any prior SEC violations and/or other criminal offenses—Fox will not vote in favor of a director nominee who, to Fox’s actual knowledge, is the subject of SEC or other criminal enforcement actions.

       B. Approval of auditors provided they are independent as per the Sarbanes-Oxley Act.

       C. Directors’ liability and indemnification. Liability and indemnification proposals will be supported if the provisions conform with state law.

       D. General updating or passing corrective amendments to charter.

       E. Elimination of preemptive rights.

       F. Approval of a stock split.

    II. When voting items, which have a potential positive financial or best interest impact, Fox generally, although not always, votes in support of management.

       A. Capitalization changes which eliminate other classes of stock and differential voting rights.

       B. Changes in common stock authorization for stock splits, stock dividends, and other specified needs which are no more than 100% of the existing authorization.

       C. Stock purchase plans that conform with Section 423 of the Internal Revenue Code. However, plans with voting power dilution of greater than 10% will not be supported.

       D. Other stock-based plans which are appropriately structured.

       E. Reductions in supermajority vote requirements.

       F. Adoption of anti-greenmail provisions.

       G. Mergers and acquisitions that are positive to shareholders after considering the following criteria: anticipated financial and operating benefits; offer price (cost v. premium); prospects of the combined companies; how the deal was negotiated; and changes in corporate governance and their impact on shareholder rights.

       H. Mutual Funds: Approve or amend investment advisory agreement if the fee is comparable to similar funds.

       I. Mutual Funds: Approve change in fundamental investment policies if there is no significant change in risk or in investment objective.

    III.When voting items which have a potential negative financial or best interest impact, Fox generally, although not always, votes to oppose management.

    69


       A. Elimination of cumulative voting.

       B. Capitalization changes which add classes of stock which are “blank check” in nature or that dilute the voting interests of existing shareholders.

       C. Increases in capitalization authorization greater than 100% where management does not offer an appropriate rationale for the increase or that appear to be contrary to the best interests of existing shareholders.

       D. Anti-takeover provisions which serve to prevent the majority of shareholders from exercising their rights or which effectively deter appropriate tender offers and other offers.

       E. Amendments to bylaws which would require supermajority shareholder votes to pass or repeal certain provisions.

       F. Classified boards of directors.

       G. Reincorporation into a state which has more stringent anti-takeover and related provisions.

       H. Shareholder rights plans which allow appropriate offers to shareholders to be blocked by the board or which trigger provisions which prevent legitimate offers from proceeding.

       I. Excessive compensation or non-salary compensation-related proposals.

       J. Excessive change-in-control provisions embedded in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered.

       K. Approve or amend director age restrictions.

       L. Adjournment of meeting in order to solicit additional votes.

       M. “Other business as properly comes before the meeting” proposals which give a “blank check” to those acting as proxy.

    Specific Policies-Shareholder Proposals

    Traditionally, shareholder proposals have been used mainly for putting social initiatives and issues in front of management and other ^ shareholders.

    All shareholder proposals are examined closely to determine economic impact and the impact on the interests of shareholders.

    I. When voting shareholder proposals, Fox in general supports the following items:

       A. Auditors should attend the annual meeting of shareholders.

       B. Election of the board on an annual basis (declassify the board).

       C. Establishing independent audit, nominating, or compensation committees. D. Bylaw or charter amendments to be made only with shareholder approval. E. Submit shareholder rights plan (poison pill) to vote, or redeem the plan. F. Confidential voting.

       G. Expanded reporting of financial or compensation information, within reason.

       H. Undo various anti-takeover related provisions.

       I. Reduction or elimination of supermajority vote requirements.

       J. Anti-greenmail provisions.

       K. Opting-out of state business combination provisions.

       L. Requiring a majority of independent directors on the board.

       M. Elimination of outside directors’ retirement benefits.

    II. When voting shareholder proposals, Fox in general opposes the following items:

       A. Limiting tenure of directors.

       B. Requiring directors to own stock before being eligible to be elected.

    70


       C.      Reports which are costly to provide, would require duplicative efforts, would require expenditures which are of a non-business nature, or would provide no pertinent information from the perspective of ERISA shareholders.
     
       D.      Restrictions related to social, political, or special interest issues which negatively impact the ability of the company to do business or be competitive .
     
       E.      Proposals which require inappropriate endorsements or corporate actions.
     
       F.      Establishing a mandatory retirement age for directors.
     
       G.      Adoption of labor standards for foreign and domestic suppliers.
     
    III.      When voting shareholder proposals, Fox in general abstains on the following items:
     
       A.      Energy and the environment.
     
       B.      Northern Ireland.
     
       C.      Military business.
     
       D.      Maquiladora Standards and International Operations Policies.
     
       E.      Proposals regarding equal employment opportunities and discrimination.
     
       F.      Requests that companies end their production of legal, but socially questionable, products.
     
       G.      Human resources issues.
     
       H.      Equality principles on sexual orientation.
     

    Corporate Governance

    Corporate governance issues may include, but are not limited to, the following:

    A.      Corporate Defenses . Although Fox will review each proposal on a case-by-case basis, Fox will generally vote against management proposals that (a) seek to insulate management from all threats of change in control, (b) provide the board with veto power against all takeover bids, (c) allow management or the board of the company to buy shares from particular shareholders at a premium at the expense of the majority of shareholders, or (d) allow management to increase or decrease the size of the board at its own discretion. Fox will only vote in favor of those proposals that do not unreasonably discriminate against a majority of shareholders, or greatly alter the balance of power between shareholders, on one side, and management and the board, on the other.
     
    B.      Corporate Restructuring . These may include mergers and acquisitions, spin-offs, asset sales, leveraged buy-outs and/ or liquidations. In determining the vote on these types of proposals, Fox will consider the following factors: (a) whether the proposed action represents the best means of enhancing shareholder values, (b) whether the company’s long-term prospects will be positively affected by the proposal, (c) how the proposed action will impact corporate governance and/or shareholder rights, (d) how the proposed deal was negotiated, (e) whether all shareholders receive equal/fair treatment under the terms of the proposed action, and/or (f) whether shareholders could realize greater value through alternative means.
     

    Identification and Resolution of Conflicts with Clients

    As fiduciaries of their clients, FAM puts the interests of its clients ahead of its own. In order to ensure that relevant personnel at FAM are able to identify potential conflicts of interest, FAM will take the following steps:

    - Quarterly, the FAM Compliance department will seek information from the heads of each department of FAM. Each department head (operations, wrap, marketing and trading) will be asked to provide a list of significant business relationships or prospective significant business relationships of FAM. An example would be a brokerage firm or corporate client that represents a large source of assets for FAM.

    - The CCO will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.

    - The Proxy Administrator will then compare the list of Conflicted Companies with the names of companies for which he or she expects to receive or has received proxy statements (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the FAM CCO and the Chief Investment Officer.

    71


    The CCO and the CIO will then determine if a conflict of interest exists between FAM and the client. If they determine that a conflict exists, they or their designees will take the following steps to seek to resolve such conflict prior to voting any proxies relating to these Conflicted Companies.

    - If the Proxy Administrator expects to vote the proxy (in consultation with the appropriate Investment Committee member) of the Conflicted Company strictly according to the guidelines contained in these Proxy Voting Policies (the “Policies), he or she will 1) inform the CCO and the CIO of that fact and, 2) vote the proxies and 3) record the existence of the conflict and the resolution of the matter.

    - If the Proxy Administrator intends to vote (in consultation with the appropriate Investment Committee member) in a manner inconsistent with the guidelines contained herein or, if the issues raised by the proxy are not contemplated by these Policies, and the matters involved in such proxy could have a material on the client(s) involved, FAM will seek instruction on how the proxy should be voted from:

    • The client, in the case of an individual or corporate client;
    • In the case of a Fund its board of directors, or any committee identified by the board; or
    • The advisor, in situations where FAM acts as a sub-advisor to such advisor.

    Fox Asset Management will provide all reasonable assistance to each party to enable such party to make an informed decision.

    If the client, fund board or the advisor, as the case may be, fails to instruct FAM on how to vote the proxy, FAM will generally abstain from voting in order to avoid the appearance of impropriety. If however, the failure of FAM to vote its clients proxies would have a material adverse economic impact on FAM’s clients’ securities holdings in the Conflicted Company, FAM may vote such proxies to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the conflict and the resolution of the matter.

    72


                                                      PART C - OTHER INFORMATION

    Item 23.      Exhibits (with inapplicable items omitted)

    (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 of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective November 15, 2004 filed as Exhibit (a)(4) to Post- 
            Effective Amendment No. 98 filed December 6, 2004 and incorporated herein by reference. 
       

     

    (5) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective March 1, 2005 filed as Exhibit (a)(5) to Post-Effective 
            Amendment No. 103 filed March 1, 2005 and incorporated herein by reference. 
       

     

    (6) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective June 13, 2005 filed as Exhibit (a)(6) to Post-Effective 
            Amendment No. 108 filed August 17, 2005 and incorporated herein by reference. 
       

     

    (7) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective August 8, 2005 filed as Exhibit (a)(7) to Post- 
            Effective Amendment No. 108 filed August 17, 2005 and incorporated herein by reference. 
       

     

    (8) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective March 1, 2006 filed as Exhibit (a)(8) to Post-Effective 
            Amendment No. 112 filed on February 28, 2006 (Accession No. 0000940394-06-000201) and 
            incorporated herein by reference. 
       

     

    (9) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            Without Par Value as amended effective March 27, 2006 filed as Exhibit (a)(9) to Post- 
            Effective Amendment No. 115 filed April 13, 2006 (Accession No. 0000940394-06-000369) 
            and incorporated herein by reference. 
       

     

    (10) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest, 
            without Par Value as amended effective May 1, 2006 filed as Exhibit (a)(10) to Post-Effective 
            Amendment No. 116 filed on April 27, 2006 (Accession No. 0000940394-06-000428) and 
            incorporated herein by reference. 
       

     

    (11) 

      Amendment of Establishment and Designation of Series of Shares of Beneficial Interest 
            without Par Value as amended effective November 13, 2006 filed as Exhibit (a)(11) to Post- 
            Effective Amendment No. 120 filed February 7, 2007 (Accession No. 0000940394-07- 
            000138) 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. 

                                                                                   C-1


        (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. 
       

     

    (3) 

          Amendment to By-Laws of Eaton Vance Mutual Funds Trust dated June 18, 2002 filed as 
                Exhibit (b)(3) to Post-Effective Amendment No. 87 filed September 13, 2002 and incorporated 
                herein by reference. 
       

     

    (4) 

          Amendment to By-Laws of Eaton Vance Mutual Funds Trust dated February 7, 2005 filed as 
                Exhibit (b)(4) to Post-Effective Amendment No. 103 filed March 1, 2005 and incorporated 
                herein by reference. 
       

     

    (5) 

          Amendment to By-Laws of Eaton Vance Mutual Funds Trust dated December 11, 2006 filed 
                as Exhibit (b)(5) to Post-Effective Amendment No. 120 filed February 7, 2007 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 International 
                Growth Fund dated June 18, 2001 filed as Exhibit (d)(6) to Post-Effective Amendment No. 76 
                filed June 21, 2001 and incorporated herein by reference. 
       

     

    (5) 

          Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Equity 
                Research Fund dated August 13, 2001 filed as Exhibit (d)(7) to Post-Effective Amendment 
                No. 78 filed August 17, 2001 and incorporated herein by reference. 
       

     

    (6) 

          Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Tax- 
                Managed Equity Asset Allocation Fund dated December 10, 2001 filed as Exhibit (d)(6) to 
                Post-Effective Amendment No. 80 filed December 14, 2001 and incorporated herein by 
                reference. 
       

     

    (7) 

      (a)    Investment Advisory and Administrative Agreement with Eaton Vance Management for Eaton 
                Vance Low Duration Fund dated June 18, 2002 filed as Exhibit (d)(7) to Post-Effective 
                Amendment No. 83 filed June 26, 2002 and incorporated herein by reference. 
           

     

    (b) 

      Fee Waiver Agreement between Eaton Vance Mutual Funds Trust on behalf of Eaton Vance 
                Low Duration Fund and Eaton Vance Management filed as Exhibit (d)(7)(b) to Post-Effective 
                Amendment No. 95 filed April 28, 2004 and incorporated herein by reference. 

                                                                                        C-2


                 (c)    Amendment to Fee Waiver Agreement on behalf of Eaton Vance Low Duration Fund dated 
            June 14, 2004 filed as Exhibit (7)(c) to Post-Effective Amendment No. 103 filed March 1, 
            2005 and incorporated herein by reference. 
       

     

    (8) 

      Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Tax- 
            Managed Dividend Income Fund dated February 10, 2003 filed as Exhibit (d)(8) to Post- 
            Effective Amendment No. 85 filed February 26, 2003 and incorporated herein by reference. 
       

     

    (9) 

      Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Tax- 
            Managed Emerging Markets Fund dated August 11, 2003 filed as Exhibit (d)(9) to Post- 
            Effective Amendment No. 91 filed August 11, 2003 and incorporated herein by reference. 
       

     

    (10) 

      Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Diversified 
            Income Fund dated November 15, 2004 filed as Exhibit (d)(10) to Post-Effective Amendment 
            No. 98 filed December 6, 2004 and incorporated herein by reference. 
       

     

    (11) 

      Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Dividend 
            Income Fund dated August 8, 2005 filed as Exhibit (d)(11) to Post-Effective Amendment No. 
            108 filed August 17, 2005 and incorporated herein by reference. 
       

     

    (12) 

      Investment Advisory Agreement with Eaton Vance Management for Eaton Vance Structured 
            Emerging Markets Fund dated March 27, 2006 filed as Exhibit (d)(12) to Post-Effective 
            Amendment No. 115 filed April 13, 2006 (Accession No. 0000940394-06-000369) and 
            incorporated herein by reference. 
       

     

    (13) 

      Investment Sub-Advisory Agreement between Eaton Vance Management and Parametric 
            Portfolio Associates for Eaton Vance Structured Emerging Markets Fund dated March 27, 
            2006 filed herewith. 

     

    (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)     (a) 

      Amended and Restated Distribution Agreement between Eaton Vance Mutual Funds Trust and 
            Eaton Vance Distributors, Inc. effective as of June 16, 2003 with attached Schedule A filed as 
            Exhibit (e)(4) to Post-Effective Amendment No. 89 filed July 9, 2003 and incorporated herein 
            by reference. 
       

           

     (b) 

      Amended Schedule A effective March 27, 2006 to the Amended and Restated Distribution 
            Agreement filed as Exhibit (e)(4)(b) to Post-Effective Amendment No. 115 filed April 13, 
            2006 (Accession No. 0000940394-06-000369) and incorporated herein by reference. 

                                                                                      C-3


        (5)        Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized Dealers 
                filed as Exhibit (6)(b) to 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. 
       

     

    (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. 
       

     

    (4) 

          Extension Agreement dated August 31, 2005 to Master Custodian Agreement with Investors 
                Bank & Trust Company filed as Exhibit (j)(2) to the Eaton Vance Tax-Managed Global Buy- 
                Write Opportunities Fund N-2 Pre-Effective Amendment No. 2 (File Nos. 333-123961, 811- 
                21745) filed September 26, 2005 (Accession No. 0000950135-05-005528) and incorporated 
                herein by reference. 
       

     

    (5) 

          Delegation Agreement dated December 11, 2000 with Investors Bank & Trust Company filed 
                as Exhibit (j)(e) to the Eaton Vance Prime Rate Reserves N-2, File No. 333-32276, 811-05808, 
                Amendment No. 5, filed April 3, 2001 (Accession No. 0000940394-01-500125) and 
                incorporated herein by reference. 
       

     

    (6) 

          Custodian Agreement with State Street Bank and Trust Company dated as of February 9, 2004 
                filed as Exhibit (g)(6) of Post-Effective Amendment No. 59 to the Registration Statement of 
                Eaton Vance Series Trust II (File Nos. 02-42722 and 811-02258) filed January 27, 2004 
                (Accession No. 0000940394-04-000079) 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. 
           

     

    (c) 

      Schedule A-1 effective March 2, 1998 to the Amended Administrative Services Agreement 
                filed as Exhibit (h)(1)(c) to Post-Effective Amendment No. 98 filed December 6, 2004 and 
                incorporated herein by reference. 

                                                                                           C-4


            (d)    Schedule A-2 effective June 22, 1998 to the Amended Administrative Services Agreement 
                filed as Exhibit (h)(1)(d) to Post-Effective Amendment No. 98 filed December 6, 2004 and 
                incorporated herein by reference. 
           

     

    (e) 

      Schedule A-3 effective November 15, 2004 to the Amended Administrative Services 
                Agreement filed as Exhibit (h)(1)(e) to Post-Effective Amendment No. 98 filed December 6, 
                2004 and incorporated herein by reference. 
           

     

    (f) 

      Schedule A-4 effective February 13, 2006 to the Amended Administrative Services Agreement 
                filed as Exhibit (h)(1)(f) to Post-Effective Amendment No. 113 filed March 14, 2006 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 filed as Exhibit 
                (h)(2) to Post-Effective Amendment No. 54 filed August 26, 1999 and incorporated herein by 
                reference. 
           

     

    (b) 

      Schedule A to the Administrative Services Agreement filed as Exhibit (h)(2)(b) to Post- 
                Effective Amendment No. 115 filed April 13, 2006 (Accession No. 0000940394-06-000369) 
                and incorporated herein by reference. 
       

     

    (3) 

          Transfer Agency Agreement dated as of August 1, 2005 filed as Exhibit (h)(3) to Post- 
                Effective Amendment No. 109 filed August 25, 2005 (Accession No. 0000940394-05-000983) 
                and incorporated herein by reference. 
       

     

    (4) 

          Sub-Transfer Agency Services Agreement effective August 1, 2005 between PFPC Inc. and 
                Eaton Vance Management filed as Exhibit (h)(4) to Post-Effective Amendment No. 109 filed 
                August 25, 2005 (Accession No. 0000940394-05-000983) and incorporated herein by 
                reference. 

     

    (i) 

              Opinion of Internal Counsel dated February 26, 2007 filed herewith. 

     

    (j) 

      (1)        Consent of Independent Registered Public Accounting Firm for Eaton Vance Equity Research 
                Fund filed herewith. 
       

     

    (2) 

          Consent of Independent Registered Public Accounting Firm for Eaton Vance Floating-Rate 
                Fund filed herewith. 
       

     

    (3) 

          Consent of Independent Registered Public Accounting Firm for Eaton Vance Floating-Rate & 
                High Income Fund filed herewith. 
       

     

    (4) 

          Consent of Independent Registered Public Accounting Firm for Eaton Vance High Income 
                Fund filed herewith. 
       

     

    (5) 

          Consent of Independent Registered Public Accounting Firm for Eaton Vance Strategic Income 
                Fund filed herewith. 
       

     

    (6) 

          Consent of Independent Registered Public Acccounting Firm for Eaton Vance Tax-Managed 
                Equity Asset Allocation Fund filed herewith. 

                                                                                       C-5


             (7)    Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        International Equity Fund filed herewith. 

             

            (8) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Mid-Cap Core Fund filed herewith. 

          

            (9) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Multi-Cap Opportunity Fund filed herewith. 

         

        (10) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Small-Cap Growth Fund filed herewith. 

       

         (11) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Dividend Income Fund filed herewith. 

       

         (12) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Small-Cap Value Fund filed herewith. 

       

         (13) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Value Fund filed herewith. 

       

          (14) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Government 
        Obligations Fund filed herewith. 

       

         (15) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Low Duration 
        Fund filed herewith. 

       

         (16) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Diversified 
        Income Fund filed herewith. 

         

       (17) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Dividend Income 
        Fund filed herewith. 

         

        (18) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance International 
        Equity Fund filed herewith. 

         

        (19) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Structured 
        Emerging Markets Fund filed herewith. 

     

    (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) 

      Eaton Vance Mutual Funds Trust Class A Distribution Plan adopted June 23, 1997 and 
        amended April 24, 2006 filed as Exhibit (m)(2) to Post-Effective Amendment No. 117 filed 
        June 28, 2006 and incorporated herein by reference. 

                                                                                 C-6


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

     

    (b) 

      Schedule A to Class B Distribution Plan filed as Exhibit (m)(3)(b) to Post-Effective 
                Amendment No. 108 filed August 17, 2005 and incorporated herein by reference. 
       

     

    (4) 

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

     

    (b) 

      Schedule A effective March 27, 2006 to Class C Distribution Plan filed as Exhibit (m)(4)(b) to 
                Post-Effective Amendment No. 115 filed April 13, 2006 (Accession No. 0000940394-06- 
                000369) and incorporated herein by reference. 
       

     

    (5) 

          Eaton Vance Mutual Funds Trust Class C Distribution Plan for Eaton Vance Low Duration 
                Fund adopted June 18, 2002 filed as Exhibit (m)(5)(a) to Post-Effective Amendment No. 83 
                filed June 26, 2002 and incorporated herein by reference. 
       

     

    (6) 

          Eaton Vance Mutual Funds Trust Class D Distribution Plan adopted December 11, 2000 with 
                attached Schedules (A and A-1) as Exhibit (6)(a) to Post-Effective Amendment No. 71 filed 
                January 12, 2001 and incorporated herein by reference. 
       

     

    (7) 

      (a)    Eaton Vance Mutual Funds Trust Class R Distribution Plan adopted June 16, 2003 with 
                attached Schedule A filed as Exhibit (m)(7) to Post-Effective Amendment No. 89 filed July 9, 
                2003 and incorporated herein by reference. 
           

     

    (b) 

      Schedule A to Class R Distribution Plan filed as Exhibit (m)(7)(b) to Post-Effective 
                Amendment No. 112 filed February 28, 2006 (Accession No. 0000940394-06-000201) and 
                incorporated herein by reference. 

     

    (n) 

      (1)        Amended and Restated Multiple Class Plan dated February 9, 2004 filed as Exhibit (o)(1) to 
                Post-Effective Amendment No. 94 filed February 26, 2004 and incorporated herein by 
                reference. 
       

     

    (2) 

          Schedule A effective November 13, 2006 to Amended and Restated Multiple Class Plan dated 
                February 9, 2004 filed as Exhibit (n)(2) to Post-Effective Amendment No. 120 filed February 
                7, 2007 and incorporated herein by reference. 

     

    (p) 

      (1)        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 February 1, 2006, filed as Exhibit (p)(1) to Post- 
                Effective Amendment No. 94 of Eaton Vance Growth Trust (File Nos. 2-22019 and 811-1241) 
                filed January 27, 2006 (Accession No. 0000940394-06-000125) and incorporated herein by 
                reference. 
       

     

    (2) 

          Code of Business Conduct and Ethics adopted by Atlanta Capital Management Company LLC 
                effective November 6, 2004 filed as Exhibit (p)(3) to Post-Effective Amendment No. 87 of 
                Eaton Vance Growth Trust (File Nos. 2-22019 and 811-1241) filed December 23, 2004 
                (Accession No. 0000940394-04-001173) and incorporated herein by reference. 

                                                                                     C-7


        (3)        Code of Ethics adopted by Fox Asset Management, LLC effective January 31, 2006 filed as 
                Exhibit (p)(3) to Post-Effective Amendment No. 112 filed February 28, 2006 (Accession No. 
                0000940394-06-000201) and incorporated herein by reference. 
       

     

    (4) 

          Code of Ethics adopted by Parametric Portfolio Associates effective July 15, 2005 filed as 
                Exhibit (p)(4) to Post-Effective Amendment No. 108 filed August 17, 2005 and incorporated 
                herein by reference. 
       

     

    (5) 

          Code of Ethics adopted by Eagle Global Advisors, LLC effective May 14, 2004 (as revised 
                February 1, 2005) filed as Exhibit (p)(5) to Post-Effective Amendment No. 111 filed October 
                26, 2005 (Accession No. 0000940394-05-001154) and incorporated herein by reference. 

     

    (q) 

      (1)    (a)    Powers of Attorney for Eaton Vance Mutual Funds Trust dated November 1, 2005 filed as 
                Exhibit (q) to Post-Effective Amendment No. 102 of Eaton Vance Municipals Trust (File Nos. 
                33-572, 811-4409) (Accession No. 0000940394-05-0091357) filed November 29, 2005 and 
                incorporated herein by reference. 
           

     

    (b) 

      Power of Attorney for Eaton Vance Mutual Funds Trust dated January 25, 2006 filed as 
                Exhibit (q) to Post-Effective Amendment No. 104 of Eaton Vance Municipals Trust (File Nos. 
                33-572, 811-4409) (Accession No. 0000940394-06-000148) filed January 30, 2006 and 
                incorporated herein by reference. 
       

     

    (2) 

          Power of Attorney for Government Obligations Portfolio and Strategic Income Portfolio dated 
                July 1, 2003 filed as Exhibit (q)(18) to Post-Effective Amendment No. 89 filed July 1, 2003 
                and incorporated herein by reference. 
       

     

    (3) 

          Power of Attorney for Tax-Managed Growth Portfolio dated July 1, 2003 filed as Exhibit 
                (q)(3) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by 
                reference. 
       

     

    (4) 

          Power of Attorney for Tax-Managed Small-Cap Value Portfolio dated July 1, 2003 filed as 
                Exhibit (q)(4) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated 
                herein by reference. 
       

     

    (5) 

          Power of Attorney for Investment Portfolio dated July 1, 2003 filed as Exhibit (q)(5) to Post- 
                Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference. 
       

     

    (6) 

          Power of Attorney for Floating Rate Portfolio dated July 1, 2003 filed as Exhibit (q)(6) to 
                Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference. 
       

     

    (7) 

          Power of Attorney for High Income Portfolio dated July 1, 2003 filed as Exhibit (q)(7) to Post- 
                Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference. 
       

     

    (8) 

          Power of Attorney for Tax-Managed International Growth Portfolio (now Tax-Managed 
                International Equity Portfolio) and Tax-Managed Multi-Cap Opportunity Portfolio dated July 
                1, 2003 filed as Exhibit (q)(8) to Post-Effective Amendment No. 90 filed July 16, 2003 and 
                incorporated herein by reference. 
       

     

    (9) 

          Power of Attorney for Tax-Managed Mid-Cap Core Portfolio dated July 1, 2003 filed as 
                Exhibit (q)(9) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated 
                herein by reference. 

                                                                                     C-8


    (10)      Power of Attorney for Tax-Managed Small-Cap Growth Portfolio dated July 1, 2003 filed as Exhibit (q)(10) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference.
     
    (11)      Power of Attorney for Tax-Managed Value Portfolio dated July 1, 2003 filed as Exhibit (q)(11) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference.
     
    (12)      Power of Attorney for Cash Management Portfolio dated July 1, 2003 filed as Exhibit (q)(12) to Post-Effective Amendment No. 90 filed July 16, 2003 and incorporated herein by reference.
     
    (13)      Power of Attorney for Investment Grade Income Portfolio dated August 11, 2003 filed as Exhibit (q)(13) to Post-Effective Amendment No. 95 filed April 28, 2004 and incorporated herein by reference.
     
    (14)      Power of Attorney for Boston Income Portfolio dated December 29, 2004 filed as Exhibit (q)(14) to Post-Effective Amendment No. 100 filed December 30, 2004 and incorporated herein by reference.
     
    (15)      Power of Attorney for Eaton Vance Mutual Funds Trust dated April 29, 2005 filed as Exhibit (q)(15) to Post-Effective Amendment No. 106 filed June 27, 2005 and incorporated herein by reference.
     
    (16)      Power of Attorney for Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Multi-Cap Opportunity Portfolio, Tax-Managed Small-Cap Growth Portfolio, Tax-Managed Small-Cap Value Portfolio, Tax-Managed Value Portfolio and Investment Grade Income Portfolio dated November 1, 2005 filed as Exhibit (q)(2) - (q)(5) to Post-Effective Amendment No. 93 of Eaton Vance Growth Trust (File Nos. 2-22019 and 811-1241) filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by reference.
     
    (17)      Power of Attorney for Boston Income Portfolio, Cash Management Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio, Investment Grade Income Portfolio, Investment Portfolio, Strategic Income Portfolio, Tax-Managed Growth Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Small-Cap Growth Portfolio and Tax-Managed Small-Cap Value Portfolio dated November 1, 2005 filed as Exhibit (q)(17) to Post-Effective Amendment No. 112 filed February 28, 2006 (Accession No. 0000940394- 06-000201) and incorporated herein by reference.
     
    (18)      Power of Attorney for Boston Income Portfolio, Cash Management Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio, Investment Grade Income Portfolio, Investment Portfolio, Strategic Income Portfolio and Tax-Managed International Equity Portfolio dated January 25, 2006 filed as Exhibit (q)(18) to Post-Effective Amendment No. 112 filed February 28, 2006 (Accession No. 0000940394-06-000201) and incorporated herein by reference.
     
    (19)      Power of Attorney for Asian Small Companies Portfolio, Capital Growth Portfolio, Global Growth Portfolio, Greater China Growth Portfolio, Growth Portfolio, Investment Grade Income Portfolio, Large-Cap Value Portfolio, Small-Cap Growth Portfolio, South Asia Portfolio and Utilities Portfolio dated January 25, 2006 filed as Exhibit (q)(8) to Post-Effective Amendment No. 75 of Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) filed February 14, 2006 (Accession No. 0000940394-06-000187) and incorporated herein by reference.
     

    C-9


    (20)    Power of Attorney for International Equity Portfolio dated February 13, 2006 filed as Exhibit 
        (q)(20) to Post-Effective Amendment No. 113 filed March 14, 2006 and incorporated herein 
        by reference. 

    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 Statements 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), Eaton Vance Management (File No. 801-15930), Boston Management and Research (File No. 801-43127), Atlanta Capital Management Company, LLC (File No. 801-52179), Fox Asset Management, LLC (File No. 801-26379) and Eagle Global Advisors, L.L.C. (File No. 801-53294) 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 registered investment 
        companies named below: 

    Eaton Vance Advisers Senior Floating-Rate Fund    Eaton Vance Mutual Funds Trust 
    Eaton Vance Growth Trust    Eaton Vance Prime Rate Reserves 
    Eaton Vance Institutional Senior Floating-Rate Fund    Eaton Vance Series Trust II 
    Eaton Vance Investment Trust    Eaton Vance Special Investment Trust 
    Eaton Vance Municipals Trust    EV Classic Senior Floating-Rate Fund 
    Eaton Vance Municipals Trust II    Eaton Vance Variable Trust 

    (b)         
               (1)                       (2)                   (3) 
    Name and Principal         Positions and Offices    Positions and Offices 
    Business Address*     with Principal Underwriter           with Registrant  
             Ira Baron                 Vice President                     None 
           John Bercini                 Vice President                     None 
             Chris Berg                 Vice President                     None 
     Stephanie Brady                 Vice President                     None 
    Kate B. Bradshaw                 Vice President                     None 
       Timothy Breer                 Vice President                     None 

    C-10


           Eric Caplinger                                   Vice President       None 
           Mark Carlson                                   Vice President       None 
         Tiffany Cayarga                                   Vice President       None 
             Randy Clark                                   Vice President       None 
         Michael Collins                                   Vice President       None 
       Daniel C. Cataldo                   Vice President and Treasurer       None 
         Patrick Cosgrove                                   Vice President       None 
           Raymond Cox                                   Vice President       None 
           Peter Crowley                                   Vice President       None 
         Russell E. Curtis    Vice President and Chief Operations Officer       None 
           Kevin Darrow                                   Vice President       None 
           Derek Devine                                   Vice President       None 
         Todd Dickinson                                   Vice President       None 
               John Dolan                                   Vice President       None 
           Brian Dunkley                                   Vice President       None 
         James Durocher                                   Vice President       None 
         Alan R. Dynner           Vice President, Secretary and Clerk    Secretary 
         Robert Ellerbeck                                   Vice President       None 
             Daniel Ethier                                   Vice President       None 
               Troy Evans                                   Vice President       None 
             Vince Falbo                                   Vice President       None 
       Richard A. Finelli                                   Vice President       None 
             Daniel Flynn                                   Vice President       None 
             James Foley                                   Vice President       None 
       Michael A. Foster                                   Vice President       None 
           Kathleen Fryer                                   Vice President       None 
    Anne Marie Gallagher                                   Vice President       None 
       William M. Gillen                           Senior Vice President       None 
       Hugh S. Gilmartin                                   Vice President       None 
             Linda Grasso                                   Vice President       None 
         John Greenway                                   Vice President       None 
           Jorge Gutierrez                                   Vice President       None 
           Peter Hartman                                   Vice President       None 
       James B. Hawkes                     Vice President and Director     Trustee 
       Joseph Hernandez                                   Vice President       None 
         Perry D. Hooker                                   Vice President       None 
               Chris Howe                                   Vice President       None 
       Elizabeth Johnson                                   Vice President       None 
             Paul F. Jones                                   Vice President       None 
               Steve Jones                                   Vice President       None 
         Lindsey Kidder                                   Vice President       None 
         Thomas P. Luka                                   Vice President       None 
           Coleen Lynch                                   Vice President       None 
           John Macejka                                   Vice President       None 
       Christopher Marek                                   Vice President       None 
           Geoff Marshall                                   Vice President       None 
     Christopher Mason                                   Vice President       None 
         Judy Snow May                                   Vice President       None 
         Don McCaughey                                   Vice President       None 
       Andy McClelland                                   Vice President       None 
         Dave McDonald                                   Vice President       None 
             Tim McEwen                                   Vice President       None 
         David Michaud                                   Vice President       None 
    Morgan C. Mohrman                           Senior Vice President       None 
             Don Murphy                                   Vice President       None 
     James A. Naughton                                   Vice President       None 
           Joseph Nelson                                   Vice President       None 
         Mark D. Nelson                                   Vice President       None 
             Scott Nelson                                   Vice President       None 
       Linda D. Newkirk                                   Vice President       None 
           James O’Brien                                   Vice President       None 
           Andrew Ogren                                   Vice President       None 
               Philip Pace                                   Vice President       None 
             Margaret Pier                                   Vice President       None 
           Shannon Price                                   Vice President       None 
           James Putman                                   Vice President       None 
             James Queen                                   Vice President       None 

                                                                          C-11


       David Richman                                     Vice President    None 
             Tim Roach                                     Vice President    None 
           Michael Shea                                     Vice President    None 
           Alan Simeon                                     Vice President    None 
    Lawrence Sinsimer                             Senior Vice President    None 
         Randy Skarda                                     Vice President    None 
           Kerry Smith                                     Vice President    None 
         Bill Squadroni                                     Vice President    None 
       Joseph Staszkiw                                     Vice President    None 
     William M. Steul                       Vice President and Director    None 
    Cornelius J. Sullivan                             Senior Vice President    None 
         Frank Sweeney                                     Vice President    None 
           Gigi Szekely    Vice President and Chief Compliance Officer    None 
         Stefan Thielen                                     Vice President    None 
       Michael Tordone                                     Vice President    None 
       George Torruella                                     Vice President    None 
       John M. Trotsky                                     Vice President    None 
           Jerry Vainisi                                     Vice President    None 
         John Vaughan                                     Vice President    None 
             Greg Walsh                                     Vice President    None 
           Stan Weiland                                     Vice President    None 
       Greg Whitehead                                     Vice President    None 
     Mark Whitehouse                                     Vice President    None 
           Steve Widder                                     Vice President    None 
       Charles Womack                                     Vice President    None 
       Joseph Yasinski                                     Vice President    None 
             Trey Young                                     Vice President    None 
         Gregor Yuska                                     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 or sub-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 the relevant investment adviser or sub-adviser.

    Item 29.   Management Services

      Not applicable

    Item 30.   Undertakings

      None

    C-12


    SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this 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 February 26, 2007.

    EATON VANCE MUTUAL FUNDS TRUST 

     

    By: /s/ THOMAS E. FAUST Jr. 

          Thomas E. Faust Jr., 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 February 26, 2007.

            Signature                                               Title  

     

    /s/ Thomas E. Faust Jr.  

                      President (Chief Executive Officer) 
    Thomas E. Faust Jr.     

     

    /s/Barbara E. Campbell  

      Treasurer (and Principal Financial and Accounting Officer) 
    Barbara E. Campbell     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                     Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                      Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                      Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                               C-13


    SIGNATURES

         Boston Income 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 February 26, 2007.

    BOSTON INCOME PORTFOLIO 

     

    By: /s/ Michael W. Weilheimer 

          Michael W. Weilheimer, 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 the capacities indicated on February 26, 2007.

               Signature                                          Title  

     

    /s/ Michael W. Weilheimer  

                   President (Chief Executive Officer) 
    Michael W. Weilheimer     

     

    /s/ Barbara E. Campbell  

      Treasurer (Principal Financial and Accounting Officer) 
    Barbara E. Campbell     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes, III     

     

    William H. Park*  

                                     Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                     Trustee 
    Lynn A. Stout     

     

      R alph F. Verni*  

                                     Trustee 

     Ralph F. Verni 

                                                             
       
    *By: /s/ Alan R. Dynner      
            Alan R. Dynner ( As attorney-in-fact)  

                                                                     C-14


    SIGNATURES

         International Equity 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 February 26, 2007.

    INTERNATIONAL EQUITY PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

             Signature                                              Title  

     

    /s/ Duncan W. Richardson  

                  President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Michelle A. Green  

      Treasurer (Principal Financial and Accounting Officer) 
    Michelle A. Green     

     

    Benjamin C. Esty*  

                                    Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                    Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                    Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                    Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                    Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                    Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                    Trustee 
    Lynn A. Sout     

     

    Ralph F. Verni*  

                                    Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                     C-15


    SIGNATURES

         Government Obligations 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 February 26, 2007.

    GOVERNMENT OBLIGATIONS PORTFOLIO 

     

    By: /s/ MARK S. VENEZIA  

          Mark S. Venezia, 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 February 26, 2007.

             Signature                                       Title  

     

    /s/ Mark S. Venezia  

                  President (Chief Executive Officer) 
    Mark S. Venezia     

     

    /s/ Barbara E. Campbell  

      Treasurer (Principal Financial and Accounting Officer) 
    Barbara E. Campbell     

     

    Benjamin C. Esty*  

                                   Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                   Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                   Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                   Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                   Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                   Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                   Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                   Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
           Alan R. Dynner ( As attorney-in-fact)  

                                                                         C-16


    SIGNATURES

         High Income 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 February 26, 2007.

    HIGH INCOME PORTFOLIO 

     

    By: /s/ Michael W. Weilheimer  

         Michael W. Weilheimer, 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 February 26, 2007.

             Signature                                       Title  

     

    /s/ Michael W. Weilheimer  

                   President (Chief Executive Officer) 
    Michael W. Weilheimer     

     

    /s/ Barbara E. Campbell  

      Treasurer (Principal Financial and Accounting Officer) 
    Barbara E Campbell     

     

    Benjamin C. Esty*  

                                   Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                   Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                   Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                   Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                   Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                   Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                   Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                   Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
           Alan R. Dynner ( As attorney-in-fact)  

                                                                         C-17


    SIGNATURES

         International Equity 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 February 26, 2007.

    INTERNATIONAL EQUITY PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

            Signature                                          Title  

     

    /s/ Duncan W. Richardson  

                 President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Kristin S. Anagnost  

      Treasurer (Principal Financial and Accounting Officer) 
    Kristin S. Anagnost     

     

    Benjamin C. Esty*  

                                 Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                 Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                 Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                 Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                 Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                 Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                 Trustee 
    Lynn A. Sout     

     

    Ralph F. Verni*  

                                 Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
           Alan R. Dynner ( As attorney-in-fact)  

                                                                     C-18


    SIGNATURES

         Investment Grade Income 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 February 26, 2007.

    INVESTMENT GRADE INCOME PORTFOLIO 

     

    By: ELIZABETH S. KENYON*  

          Elizabeth S. Kenyon, President  

    This Amendment to the Registration Statement on Form N-1A of Eaton Vance Mutual Funds Trust (File

    No.02-290946) has been signed below by the following persons in the capacities indicated on February 26, 2007.

            Signature                                            Title  

     

    Elizabeth S. Kenyon*  

                   President (Chief Executive Officer) 
    Elizabeth S. Kenyon     

     

    /s/ William J. Austin, Jr.  

      Treasurer (Principal Financial and Accounting Officer) 
    William J. Austin, Jr.     

     

    Benjamin C. Esty*  

                                   Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                   Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                   Trustee 
    Samuel L. Hayes     

     

    William H. Park *  

                                   Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                   Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                   Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                   Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                   Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner (As attorney-in-fact)  

                                                                  C-19


    SIGNATURES

         Investment 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 February 26, 2007.

    INVESTMENT PORTFOLIO 

     

    By: /s/ MARK S. VENEZIA  

          Mark S. Venezia, 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 February 26, 2007.

          Signature                                        Title  

     

    /s/ Mark S. Venezia  

               President (Chief Executive Officer) 
    Mark S. Venezia     

     

    /s/ Barbara E. Campbell  

      Treasurer (Principal Financial and Accounting Officer) 
    Barbara E. Campbell     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                     Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                     Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                     Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                    C-20


    SIGNATURES

         Strategic Income 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 February 26, 2007.

    STRATEGIC INCOME PORTFOLIO 

     

    By: /s/ MARK S. VENEZIA  

          Mark S. Venezia, 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 February 26, 2007.

           Signature                                       Title  

     

    /s/ Mark S. Venezia  

                  President (Chief Executive Officer) 
    Mark S. Venezia     

     

    /s/ Barbara E. Campbell  

      Treasurer (Principal Financial and Accounting Officer) 
    Barbara E. Campbell     

     

    Benjamin C. Esty*  

                                    Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                    Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                    Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                    Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                    Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                    Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                    Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                    Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                  C-21


    SIGNATURES

         Tax-Managed 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 February 26, 2007.

    TAX-MANAGED GROWTH PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

            Signature                                        Title  

     

    /s/ Duncan W. Richardson  

                  President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Michelle A. Green  

      Treasurer (Principal Financial and Accounting Officer) 
    Michelle A. Green     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                     Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                     Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                     Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                      C-22


    SIGNATURES

         Tax-Managed International Equity 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 February 26, 2007.

    TAX-MANAGED INTERNATIONAL EQUITY PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

             Signature                                       Title  

     

    /s/ Duncan W. Richardson  

                  President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Kristin S. Anagnost  

      Treasurer (Principal Financial and Accounting Officer) 
    Kristin S. Anagnost     

     

    Benjamin C. Esty*  

                                   Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                   Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                   Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                   Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                   Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                   Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                   Trustee 
    Lynn A. Sout     

     

    Ralph F. Verni*  

                                   Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                    C-23


    SIGNATURES

         Tax-Managed Mid-Cap Core 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 February 26, 2007.

    TAX-MANAGED MID-CAP CORE PORTFOLIO 

     

    By: 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 February 26, 2007.

             Signature                                     Title  

     

    James B. Hawkes*  

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

     

    /s/ Michelle A. Green  

      Treasurer (Principal Financial and Accounting Officer) 
    Michelle A. Green     

     

    Benjamin C. Esty*  

                                    Trustee 
    Benjamin C. Esty     

     

    Samuel L. Hayes, III*  

                                    Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                    Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                    Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                    Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                    Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                    Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                     C-24


    SIGNATURES

         Tax-Managed Multi-Cap Opportunity 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 February 26, 2007.

    TAX-MANAGED MULTI-CAP OPPORTUNITY PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

          Signature                                          Title  

     

    /s/ Duncan W. Richardson  

                  President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Kevin M. Connerty  

      Treasurer (Principal Financial and Accounting Officer) 
    Kristin S. Anagnost     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                     Trustee 
    Donald R. Dwight     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                     Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                     Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
           Alan R. Dynner ( As attorney-in-fact)  

                                                               C-25


    SIGNATURES

         Tax-Managed Small-Cap 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 February 26, 2007.

    TAX-MANAGED SMALL-CAP GROWTH PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

             Signature                                        Title  

     

    /s/ Duncan W. Richardson  

                   President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Michelle A. Green  

      Treasurer (Principal Financial and Accounting Officer) 
    Michelle A. Green     

     

    Benjamin C. Esty*  

                                     Trustee 
    Benjamin C. Esty     

     

    James B. Hawkes*  

                                     Trustee 
    James B. Hawkes     

     

    Samuel L. Hayes, III*  

                                     Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                     Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                     Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                     Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                     Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                     Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                        C-26


    SIGNATURES

         Tax-Managed Small-Cap Value 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 February 26, 2007.

    TAX-MANAGED SMALL-CAP VALUE PORTFOLIO 

     

    By: 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 February 26, 2007.

           Signature                                       Title  

     

    James B. Hawkes*  

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

     

    /s/ Michelle A. Green  

      Treasurer (Principal Financial and Accounting Officer) 
    Michelle A. Green     

     

    Benjamin C. Esty*  

                                      Trustee 
    Benjamin C. Esty     

     

    Samuel L. Hayes, III*  

                                      Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                      Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                      Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                      Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                      Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                      Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
            Alan R. Dynner ( As attorney-in-fact)  

                                                                     C-27


    SIGNATURES

         Tax-Managed Value 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 February 26, 2007.

    TAX-MANAGED VALUE PORTFOLIO 

     

    By: /s/ DUNCAN W. RICHARDSON  

          Duncan W. Richardson, 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 February 26, 2007.

             Signature                                           Title  

     

    /s/ Duncan W. Richardson  

                 President (Chief Executive Officer) 
    Duncan W. Richardson     

     

    /s/ Kevin M. Connerty  

      Treasurer (Principal Financial and Accounting Officer) 
    Kevin M. Connerty     

     

    James B. Hawkes*  

                                    Trustee 
    James B. Hawkes     

     

    Benjamin C. Esty*  

                                    Trustee 
    Benjamin C. Esty     

     

    Samuel L. Hayes, III*  

                                    Trustee 
    Samuel L. Hayes     

     

    William H. Park*  

                                    Trustee 
    William H. Park     

     

    Ronald A. Pearlman*  

                                    Trustee 
    Ronald A. Pearlman     

     

    Norton H. Reamer*  

                                    Trustee 
    Norton H. Reamer     

     

    Lynn A. Stout*  

                                    Trustee 
    Lynn A. Stout     

     

    Ralph F. Verni*  

                                    Trustee 
    Ralph F. Verni     

     

    *By: /s/ Alan R. Dynner  

       
           Alan R. Dynner ( As attorney-in-fact)  

                                                                 C-28


                                                                          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  

           

      (d) 

      (13)    Investment Sub-Advisory Agreement between Eaton Vance Management and Parametric 
            Portfolio Associates for Eaton Vance Structured Emerging Markets Fund dated March 27, 
            2006 

         

       (i) 

          Opinion of Internal Counsel dated February 26, 2007 

         

        (j) 

      (1)    Consent of Independent Registered Public Accounting Firm for Eaton Vance Equity Research 
            Fund 
       

     

    (2) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Floating-Rate 
            Fund 
       

     

    (3) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Floating-Rate 
            High Income Fund 
       

     

    (4) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance High Income 
            Fund 
       

     

    (5) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Strategic Income 
            Fund 
       

     

    (6) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Equity Asset Allocation Fund 
       

     

    (7) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            International Equity Fund 
       

     

    (8) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Mid-Cap Core Fund 
       

     

    (9) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Multi-Cap Opportunity Fund 
       

     

    (10) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Small-Cap Growth Fund 
       

     

    (11) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Dividend Income Fund 
       

     

    (12) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
            Small-Cap Value Fund 

                                                                             C-29


    (13)    Consent of Independent Registered Public Accounting Firm for Eaton Vance Tax-Managed 
        Value Fund 

     

    (14) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Government 
        Obligations Fund 

     

    (15) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Low Duration 
        Fund 

     

    (16) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Diversified 
        Income Fund 

     

    (17) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Dividend Income 
        Fund 

     

    (18) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance International 
        Equity Fund 

     

    (19) 

      Consent of Independent Registered Public Accounting Firm for Eaton Vance Structured 
        Emerging Markets Fund 

                                                                                C-30


    Exhibit (d)(13)

    INVESTMENT SUB-ADVISORY AGREEMENT
    between
    EATON VANCE MANAGEMENT
    and
    PARAMETRIC PORTFOLIO ASSOCIATES
    for
    EATON VANCE STRUCTURED EMERGING MARKETS FUND

         AGREEMENT made this 27 th day of March, 2006, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

         WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Eaton Vance Mutual Funds Trust, a Massachusetts business trust (the “Trust”) on behalf of Eaton Vance Structured Emerging Markets Fund (the “Fund”), relating to the provision of portfolio management services to the Fund; and

         WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-investment advisers; and

         WHEREAS, the Adviser and the Trustees of the Trust desire to retain the Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement;

         NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:

         1. Duties of the Sub-Adviser . The Adviser hereby employs the Sub-Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Adviser and the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

         (a) The Sub-Adviser hereby accepts such employment and undertakes to afford to the Fund the advice and assistance of the Sub-Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish, for the use of the Fund, office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Sub-Adviser’s organization and all personnel of the Sub-Adviser performing services relating to research and investment activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Fund in any way or otherwise be deemed an agent of the Adviser or the Fund.

         (b) The Sub-Adviser shall provide the Fund with such investment management and supervision as the Fund may, from time to time, consider necessary for the proper supervision of the Fund. As investment adviser to the Fund, the Sub-Adviser shall furnish continuously an investment program and shall determine, from time to time, what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always


    to the applicable restrictions of the Trust’s Declaration of Trust, By-Laws and Registration Statement under the Investment Company Act of 1940, all as from time to time amended. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser or the Fund, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Adviser shall take, on behalf of the Fund, all actions that it deems necessary or desirable to implement the investment policies of the Fund.

         (c) The Sub-Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by the Sub-Adviser, and, to that end, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates.

         (d) The Sub-Adviser shall furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Trust’s Board of Trustees or the Adviser may reasonably request from time to time, or as the Sub-Adviser may deem to be desirable.

         2. Compensation of the Sub-Adviser . For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, to the extent the Adviser receives at least such amount from the Fund pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled to receive from the Adviser compensation in an amount equal to the following of the average daily net assets of the Fund throughout each month:

      Average Daily Net Assets for the Month     Annual Fee Rate  
    Up to $500 million           0.500% 
    $500 million but less than $1 billion           0.470% 
    $1 billion but less than $2.5 billion           0.455% 
    $2.5 billion but less than $5 billion           0.440% 
    $5 billion and over           0.430% 

    Such compensation shall be paid monthly in arrears on the last business day of each month. The Fund’s daily net assets shall be computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust. In case of initiation or termination of the Agreement during any month with respect to the Fund, the fee for that month shall be based on the number of calendar days during which it is in effect.

    The Sub-Adviser may, from time to time, waive all or a part of the above compensation.

         3. Allocation of Charges and Expenses . It is understood that, pursuant to the Advisory Agreement, the Fund will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Fund shall include, without limitation, (i) expenses of maintaining the Fund and continuing its existence; (ii) registration of the Trust under the Investment Company Act of 1940; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees;

    2

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    (vii) expenses of issue, sale and redemption of shares; (viii) expenses of registering and qualifying the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s placement agent as broker-dealer or agent under state securities laws; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s or the Sub-Adviser’s organizations; and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers, and shareholders with respect thereto.

         4. Other Interests . It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Sub-Adviser as partners, officers, employees, interestholders or otherwise and that partners, officers, employees and interestholders of the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that partners, officers, employees and interestholders of the Sub-Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Sub-Adviser may organize, sponsor, or acquire, or with which it may merge or consolidate, and which may include the words “Parametric” or any combination thereof as part of their name, and that the Sub-Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

         5. Limitation of Liability of the Sub-Adviser . The services of the Sub-Adviser to the Adviser for the benefit of the Fund are not to be deemed to be exclusive, the Sub-Adviser being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser or the Fund or any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding, or disposition of any security or other investment.

         6. Duration and Termination of this Agreement . This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including March 27, 2008 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after March 27, 2008 is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval.

         This Agreement may be terminated as to the Fund without the payment of any penalty by (i) the Adviser, subject to the approval of the Trustees of the Trust; (ii) the vote of the Trustees of the Trust; (iii)

    3


    the vote of a majority of the outstanding voting securities of the Fund at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty (60) days’ written notice. This Agreement shall terminate automatically in the event of its assignment or in the event that the Advisory Agreement shall have terminated for any reason.

         7. Amendments of the Agreement . This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Fund.

         8. Limitation of Liability . The Sub-Adviser expressly acknowledges the provision in the Declarations of Trust of the Trust and of the Adviser limiting the personal liability of trustees, officers, and shareholders of the Fund and the Adviser, respectively, and the Sub-Adviser hereby agrees that it shall have recourse to the Fund or the Adviser, respectively, for payment of claims or obligations as between the Fund or the Adviser, respectively, and the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders of the Fund or the Adviser.

         9. Certain Definitions . The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940, as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

    10. Miscellaneous .

         (a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

         (b) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts.

    4

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         (c) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

    EATON VANCE MANAGEMENT 

     

    By:              /s/Alan R. Dynner

                       Alan R. Dynner 
                       Vice President 
                       and not individually 

     

    PARAMETRIC PORTFOLIO ASSOCIATES LLC 

     

    By:               /s/Aaron W. Singleton

                       Aaron W. Singleton 
                       Chief Financial Officer 

    Acknowledged and agreed to as of the day
    and year first above written:

    EATON VANCE MUTUAL FUNDS TRUST
    (on behalf of Eaton Vance Structured Emerging Markets Fund)

    By: /s/Thomas E. Faust Jr.
    ____________________________________
    Thomas E. Faust Jr., President

    5

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    Exhibit (i)

    EATON VANCE MANAGEMENT
    The Eaton Vance Building
    255 State Street
    Boston, MA 02109
    Telephone: (617) 482-8260
    Telecopy: (617) 338-8054

                                                                       February 26, 2007

    Eaton Vance Mutual Funds Trust
    The Eaton Vance Building
    255 State Street
    Boston, MA 02109

    Ladies and Gentlemen:

         Eaton Vance Mutual Funds Trust (the “Trust”) is a voluntary association (commonly referred to as a “business trust”) established under Massachusetts law with the powers and authority set forth under its Declaration of Trust dated May 7, 1984, as amended (the “Declaration of Trust”).

         I am of the opinion that all legal requirements have been complied with in the creation of the Trust, and that said Declaration of Trust is legal and valid.

         The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the Declaration of Trust, the Trustees may authorize one or more series or classes of shares, without par value, and the number of shares of each series or class authorized is unlimited. The series and classes of shares established and designated as of the date hereof and registered by Form N-1A are identified on Appendix A hereto.

         Under the Declaration of Trust, the Trustees may from time to time issue and sell or cause to be issued and sold shares of the Trust for cash or for property. All such shares, when so issued, shall be fully paid and nonassessable by the Trust.

         I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as I have deemed necessary or appropriate for the purpose of this opinion.

         Based upon the foregoing, and with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that under existing law:

         1. The Trust is a trust with transferable shares of beneficial interest organized in compliance with the laws of the Commonwealth of Massachusetts, and the Declaration of Trust is legal and valid under the laws of the Commonwealth of Massachusetts.

     


    Eaton Vance Mutual Funds Trust
    February 26, 2007
    Page 2

         2. Shares of beneficial interest of the Trust registered by Form N-1A may be legally and validly issued in accordance with the Declaration of Trust upon receipt of payment in compliance with the Declaration of Trust and, when so issued and sold, will be fully paid and nonassessable by the Trust.

         I am a member of the Massachusetts bar and have acted as internal legal counsel to the Trust in connection with the registration of shares.

         I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 121 to the Trust’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended.

    Very truly yours, 

     

    /s/ Deidre E. Walsh 

    Deidre E. Walsh, Esq. 
    Vice President 

     


                                                                                                            Appendix A

    Established and Designated Series of the Trust

                       Eaton Vance Cash Management Fund 
                       Eaton Vance Diversified Income Fund 2  
                       Eaton Vance Dividend Income Fund7
                       Eaton Vance Equity Research Fund 6  
                       Eaton Vance Floating-Rate Fund 1  
                       Eaton Vance Floating-Rate & High Income Fund 1  
                       Eaton Vance Government Obligations Fund 5  
                       Eaton Vance High Income Fund 2  
                       Eaton Vance International Equity Fund 6  
                       Eaton Vance Low Duration Fund 4  
                       Eaton Vance Money Market Fund 
                       Eaton Vance AMT Free Municipal Bond Fund 4  
                       Eaton Vance Strategic Income Fund 2  
                       Eaton Vance Structured Emerging Markets Fund 6  
                       Eaton Vance Tax Free Reserves 
                       Eaton Vance Tax-Managed Dividend Income Fund 2  
                       Eaton Vance Tax-Managed Equity Asset Allocation Fund 4  
                       Eaton Vance Tax-Managed Growth Fund 1.1 3  
                       Eaton Vance Tax-Managed Growth Fund 1.2 4  
                       Eaton Vance Tax-Managed International Equity Fund 2  
                       Eaton Vance Tax-Managed Mid-Cap Core Fund 4  
                       Eaton Vance Tax-Managed Multi-Cap Opportunity Fund 2  
                       Eaton Vance Tax-Managed Small-Cap Growth Fund 2  
                       Eaton Vance Tax-Managed Small-Cap Value Fund 4  
                       Eaton Vance Tax-Managed Value Fund 2  

    Authorized classes are as follows: 

                       

                       1 Advisers Class, Class A, B, C and I 

                        2 Class A, B and C 
                        3 Class A, B, C, I and S 
                        4 Class A, B, C and I 
                        5 Class A, B, C and R 
                        6 Class A, C and I 
                       7Class A, C, I and R 

     


    EXHIBIT (j)(1)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 19, 2006, relating to the financial statements and financial highlights of the Eaton Vance Equity Research Fund (the "Fund"), which appears in the October 31, 2006 Annual Report to Shareholders of the Fund, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Other Service Providers" in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007

     


    EXHIBIT (j)(2)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Floating-Rate Fund and Floating Rate Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006.  We also consent to the incorporation by reference of our report dated December 15, 2006 relating to the financial statements of Floating Rate Portfolio, which is incorporated by reference in the Statement of Additional Information of Eaton Vance Strategic Income Fund, Eaton Vance Diversified Income Fund and Eaton Vance Low Duration Fund.  We also consent to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(3)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Floating-Rate & High Income Fund and Floating Rate Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006.  We also consent to the incorporation by reference of our report dated December 15, 2006 relating to the financial statements of High Income Portfolio, which is incorporated by reference in the Statement of Additional Information of Eaton Vance Floating-Rate & High Income Fund.  We also consent to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(4)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance High Income Fund and High Income Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006.  We also consent to the incorporation by reference of our report dated December 15, 2006 relating to the financial statements of High Income Portfolio, which is incorporated by reference in the Statements of Additional Information of Eaton Vance Floating-Rate & High Income Fund and Eaton Vance Strategic Income Fund.  We also consent to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(5)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 27, 2006, relating to the financial statements and financial highlights of the Eaton Vance Strategic Income Fund (the "Fund") and of our report dated December 27, 2006, relating to the financial statements and supplementary data of the Strategic Income Portfolio, which appear in the October 31, 2006 Annual Report to Shareholders of the Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Other Service Providers" in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007

     


    EXHIBIT (j)(6)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our report dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the "Trust"), including Eaton Vance Tax-Managed Equity Asset Allocation Fund appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings "Financial Highlights" in the Prospectus and "Other Service Providers - Independent Registered Public Accounting Firm" in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(7)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed International Equity Fund and Tax-Managed International Equity Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(8)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed Mid-Cap Core Fund and Tax-Managed Mid-Cap Core Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(9)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed Multi-Cap Opportunity Fund and Tax-Managed Multi-Cap Opportunity Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(10)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed Small-Cap Growth Fund, formerly Eaton Vance Tax-Managed Small-Cap Growth Fund 1.0, and Tax-Managed Small-Cap Growth Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(11)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our report dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the "Trust"), including Eaton Vance Tax-Managed Dividend Income Fund appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings "Financial Highlights" in the Prospectus and "Other Service Providers - Independent Registered Public Accounting Firm" in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(12)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed Small-Cap Value Fund and Tax-Managed Small-Cap Value Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(13)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Tax-Managed Value Fund and Tax-Managed Value Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(14)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 27, 2006, relating to the financial statements and financial highlights of the Eaton Vance Government Obligations Fund (the “Fund”) and of our report dated December 27, 2006, relating to the financial statements and supplementary data of the Government Obligations Portfolio, which appear in the October 31, 2006 Annual Report to Shareholders of the Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights” and “Other Service Providers” in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007

     


    EXHIBIT (j)(15)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 27, 2006, relating to the financial statements and financial highlights of the Eaton Vance Low Duration Fund (the “Fund”), which appears in the October 31, 2006 Annual Report to Shareholders of the Fund, and of our report dated December 27, 2006, relating to the financial statements and supplementary data of the Investment Portfolio (the "Portfolio"), which appear in the October 31, 2006 Annual Report to Shareholders of the Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights” and “Other Service Providers” in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007

     


    EXHIBIT (j)(16)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 27, 2006, relating to the financial statements and financial highlights of the Eaton Vance Diversified Income Fund (the “Fund”), which appears in the October 31, 2006 Annual Report to Shareholders of the Fund, and of our report dated December 27, 2006, relating to the financial statements and supplementary data of the Boston Income Portfolio (the "Portfolio"), which appears in the October 31, 2006 Annual Report of the Portfolio, each of which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights” and “Other Service Providers” in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007

     


    EXHIBIT (j)(17)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance Dividend Income Fund and Dividend Income Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts


    EXHIBIT (j)(18)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement No. 02-90946 on Form N-1A of our reports dated December 15, 2006 relating to the financial statements and financial highlights of Eaton Vance Mutual Funds Trust (the “Trust”), including Eaton Vance International Equity Fund and International Equity Portfolio appearing in the Annual Report on Form N-CSR of the Trust for the year ended October 31, 2006 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Other Service Providers - Independent Registered Public Accounting Firm” in the Statement of Additional Information, which are part of such Registration Statement.

    /s/ Deloitte & Touche LLP
    DELOITTE & TOUCHE LLP

    February 26, 2007
    Boston, Massachusetts

     


    EXHIBIT (j)(19)

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A for the Eaton Vance Mutual Funds Trust ("Registration Statement") of our report dated December 20, 2006, relating to the financial statements and financial highlights of the Eaton Vance Structured Emerging Markets Fund (the "Fund"), which appears in the October 31, 2006 Annual Report to Shareholders of the Fund, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Other Service Providers" in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP
    PRICEWATERHOUSECOOPERS LLP
    Boston, Massachusetts
    February 26, 2007