EATON VANCE MUTUAL FUNDS TRUST
497, 1999-10-14
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                       Eaton Vance Tax-Managed Growth Fund
                  Supplement to Prospectus dated March 1, 1999

                  Eaton Vance Tax-Managed Emerging Growth Fund
                Eaton Vance Tax-Managed International Growth Fund
                  Supplement to Prospectus dated March 1, 1999


1.   The  address  of  the  Fund  and  Eaton  Vance  Management  (including  its
     affiliates) is as follows:

     The Eaton Vance Building
     255 State Street
     Boston, MA  02109

     Telephone numbers remain the same.

2.   Service  fees will now be paid from the time of sale of Class A and Class B
     shares.

a.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund Summary" in the Tax-Managed Growth Fund prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class C
- --------------------------------------------------------------------------------
Management Fees                                   0.47%      0.47%         0.47%
Distribution and Service (12b-1) Fees*            0.00%      1.00%         1.00%
Other Expenses**                                  0.45%      0.14%         0.14%
                                                  ----       ----          ----
Total Annual Fund Operating Expenses              0.92%      1.61%         1.61%

*    Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association  of  Securities  Dealers,  Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $663           $851           $1,055         $1,641
Class B shares           $664           $908           $1,076         $1,911
Class C shares           $264           $508           $  876         $1,911

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $663           $   851        $1,055         $1,641
Class B shares           $164           $   508        $  876         $1,911
Class C shares           $164           $   508        $  876         $1,911



<PAGE>
b.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund  Summaries" in the  Tax-Managed  Emerging Growth Fund
     prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class C
- --------------------------------------------------------------------------------
Management Fees                                   0.63%     0.63%          0.63%
Distribution and Service (12b-1) Fees*            0.00%     1.00%          1.00%
Other Expenses**                                  0.83%     0.58%          0.58%
                                                  ----      ----           ----
Total Annual Fund Operating Expenses              1.46%     2.21%          2.21%

*    Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association  of  Securities  Dealers,  Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $   715        $1,010         $1,327         $2,221
Class B shares           $   724        $1,090         $1,382         $2,539
Class C shares           $   324        $  691         $1,185         $2,544

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $663           $   851        $1,055         $1,641
Class B shares           $164           $   508        $  876         $1,911
Class C shares           $164           $   508        $  876         $1,911

c.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund  Summaries" in the Tax-Managed  International  Growth
     Fund prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class C
- --------------------------------------------------------------------------------
Management Fees*                                  1.00%     1.00%          1.00%
Distribution and Service (12b-1) Fees**           0.00%     1.00%          1.00%
Other Expenses***                                 1.45%     1.20%          1.20%
                                                  ----      ----           ----
Total Annual Fund Operating Expenses              2.45%    3.20%           3.20%

*    For the period ended October 31, 1998, the Fund's  Management Fee was 0.77%
     of average daily net assets because the investment adviser waived a portion
     of its fee.
**   Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association  of  Securities  Dealers,  Inc.
***  Other Expenses for Class A shares includes a service fee of 0.25%.

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

                                                 1 Year          3 Years
- --------------------------------------------------------------------------------
Class A shares                                   $   711         $1,202
Class B shares                                   $   823         $1,386
Class C shares                                   $   400         $1,562



<PAGE>
You would pay the following expenses if you did not redeem you shares:

                                                 1 Year          3 Years
- --------------------------------------------------------------------------------
Class A shares                                   $711            $1,202
Class B shares                                   $323            $  986
Class C shares                                   $300            $1,562

3.   The  following  replaces  "Distribution  and  Services  Fees" under  "Sales
     Charges":

     Distribution  and Service  Fees.  Class B and Class C 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").  Class B and
     Class C shares pay  distribution  fees of 0.75% of average daily net assets
     annually. Because these fees are paid from Fund assets on an ongoing basis,
     they will  increase  your cost over time and may cost you more than  paying
     other types of sales  charges.  All Classes pay service  fees for  personal
     and/or  account  services  equal to  0.25%  of  average  daily  net  assets
     annually.

     Class B and Class C  distribution  fees are  subject  to  termination  when
     payments under the Rule 12b-1 plans are sufficient to extinguish  uncovered
     distribution   charges.  As  described  more  fully  in  the  Statement  of
     Additional  Information,  uncovered  distribution  charges  of a Class  are
     increased  by sales  commissions  payable  by the  Class  to the  principal
     underwriter  in  connection  with  sales of shares of that  Class and by an
     interest factor tied to the U.S. Prime Rate. Uncovered distribution charges
     are reduced by the distribution fees paid by the Class and by CDSCs paid to
     the Fund by  redeeming  shareholders.  The amount of the sales  commissions
     payable by Class B to the principal underwriter in connection with sales of
     Class B shares is  significantly  less than the  maximum  permitted  by the
     sales charge rule of the National Association of Securities Dealer, Inc. To
     date, neither Class B nor Class C uncovered  distribution  charges have not
     been fully covered.

4.   The  following  replaces   "Withdrawal  Plan"  under  "Shareholder  Account
     Features":

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

5.   The  following  sentence  is  added to the  first  paragraph  of  "Exchange
     Privilege" under  "Shareholder  Account Features" in the Tax-Managed Growth
     Fund prospectus:

     Class A shares may also be exchanged for the Fund's  Institutional  Shares,
     subject to the terms and conditions for investing in those shares.


October 12, 1999                                                            TMPS
<PAGE>
                     Eaton Vance Government Obligations Fund
                   Supplement to Prospectus dated May 1, 1999

                            Eaton Vance Balanced Fund
                        Eaton Vance Growth & Income Fund
                        Eaton Vance Special Equities Fund
                           Eaton Vance Utilities Fund
                   Supplement to Prospectus dated May 1, 1999


1.   The  address  of  the  Fund  and  Eaton  Vance  Management  (including  its
     affiliates) is as follows:

     The Eaton Vance Building
     255 State Street
     Boston, MA  02109

     Telephone numbers remain the same.

2.   Service  fees will now be paid from the time of sale of Class A and Class B
     shares.  This will result in slightly higher Total  Operating  Expenses for
     these classes than that shown in the "Annual Fund Operating Expenses" table
     in each Fund Summary.

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

     Distribution  and Service  Fees.  Class B and Class C 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").  Class B and
     Class C shares pay  distribution  fees of 0.75% of average daily net assets
     annually. Because these fees are paid from Fund assets on an ongoing basis,
     they will  increase  your cost over time and may cost you more than  paying
     other types of sales  charges.  All Classes pay service  fees for  personal
     and/or  account  services  equal to  0.25%  of  average  daily  net  assets
     annually.

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

4.   The  following  replaces   "Withdrawal  Plan"  under  "Shareholder  Account
     Features":

     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 do not in the aggregate  exceed 12%
     annually  of the  account  balance at the time the plan is  established.  A
     minimum  account  size of $5,000 is  required  to  establish  a  systematic
     withdrawal  plan.  Because  purchases  of Class A shares are  subject to an
     initial sales  charge,  you should not make  withdrawals  from your account
     while you are making purchases.


October 12, 1999                                                          FEESPS
<PAGE>
                         Eaton Vance Municipal Bond Fund
                   Supplement to Prospectus dated May 1, 1999

                     Eaton Vance High Yield Municipals Fund
                   Supplement to Prospectus dated June 1, 1999


1.   The  address  of  the  Fund  and  Eaton  Vance  Management  (including  its
     affiliates) is as follows:

     The Eaton Vance Building
     255 State Street
     Boston, MA  02109

     Telephone numbers remain the same.

2.   Service  fees will now be paid from the time of sale of Class A and Class B
     shares.

a.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund Summary" in the Municipal Bond Fund prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class I
- --------------------------------------------------------------------------------
Management Fees                                   0.48%     0.48%          0.48%
Distribution and Service (12b-1) Fees*            0.00%     1.00%          0.00%
Other Expenses**                                  0.42%     0.16%          0.22%
                                                  ----      ----           ----
Total Annual Fund Operating Expenses              0.90%     1.64%          0.70%

*    Long-term  shareholders  of Class B shares  may pay more than the  economic
     equivalent  of  the  front-end  sales  charge  permitted  by  the  National
     Association of Securities Dealers, Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $562           $748           $  950         $1,530
Class B shares           $667           $917           $1,092         $1,944
Class I shares           $ 72           $224           $  390         $  871

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $562           $748           $950           $1,530
Class B shares           $167           $517           $892           $1,944
Class I shares           $ 72           $224           $390           $  871

b.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example"   under  "Fund  Summary"  in  the  High  Yield   Municipals  Fund
     prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class C
- --------------------------------------------------------------------------------
Management Fees                                   0.58%     0.58%          0.58%
Distribution and Service (12b-1) Fees*            0.00%     1.00%          1.00%
Other Expenses**                                  0.47%     0.22%          0.22%
                                                  ----      ----           ----
Total Annual Fund Operating Expenses              1.05%     1.80%          1.80%

*    Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association of Securities Dealers, Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.



<PAGE>
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           $577           $793           $1,027         $1,697
Class B shares           $683           $966           $1,175         $2,116
Class C shares           $283           $566           $  975         $2,116

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $577           $793           $1,027         $1,697
Class B shares           $183           $566           $  975         $2,116
Class C shares           $183           $566           $  975         $2,116

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

     Distribution  and Service Fees.  Class B shares of Municipal  Bond Fund and
     Class B and Class C shares  of High  Yield  Municipals  Fund 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").  Class B and
     Class C shares pay  distribution  fees of 0.75% of average daily net assets
     annually. Because these fees are paid from Fund assets on an ongoing basis,
     they will  increase  your cost over time and may cost you more than  paying
     other  types of sales  charges.  Class A,  Class B and  Class C shares  pay
     service fees for personal and/or account services equal to 0.25% of average
     daily net assets annually.

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

4.   The  following  replaces   "Withdrawal  Plan"  under  "Shareholder  Account
     Features":

     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 do not in the aggregate  exceed 12%
     annually  of the  account  balance at the time the plan is  established.  A
     minimum  account  size of $5,000 is  required  to  establish  a  systematic
     withdrawal  plan.  Because  purchases  of Class A shares are  subject to an
     initial sales  charge,  you should not make  withdrawals  from your account
     while you are making purchases.

5.   The following is added to the first paragraph of "Exchange Privilege" under
     "Shareholder Account Features" in the Municipal Bond Fund prospectus:

     Class A shares may also be exchanged for the Fund's Class I shares, subject
     to the terms and conditions for investing in those shares.


October 12, 1999                                                          MBHYPS
<PAGE>
                      Eaton Vance National Municipals Fund
                 Supplement to Prospectus dated February 1, 1999

                        Eaton Vance Strategic Income Fund
                  Supplement to Prospectus dated March 1, 1999


1.   The  address  of  the  Fund  and  Eaton  Vance  Management  (including  its
     affiliates) is as follows:

     The Eaton Vance Building
     255 State Street
     Boston, MA 02109

     Telephone numbers remain the same.

2.   Service  fees will now be paid from the time of sale of Class A and Class B
     shares.

a.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund Summary" in the National Municipals Fund prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)   Class A     Class B      Class C
- --------------------------------------------------------------------------------
Management Fees                                 0.42%       0.42%          0.42%
Distribution and Service (12b-1) Fees*          0.00%       1.00%          1.00%
Other Expenses**                                0.37%       0.12%          0.12%
                                                ----        ----           ----
Total Annual Fund Operating Expenses            0.79%       1.54%          1.54%

*    Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association of Securities Dealers, Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $552           $715           $  893         $1,406
Class B shares           $657           $886           $1,039         $1,835
Class C shares           $257           $486           $  839         $1,834

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $552           $715           $893           $1,406
Class B shares           $157           $486           $839           $1,835
Class C shares           $157           $486           $839           $1,834

b.   The  following  replaces the "Annual  Fund  Operating  Expenses"  table and
     "Example" under "Fund Summary" in the Strategic Income Fund prospectus:

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)     Class A   Class B      Class C
- --------------------------------------------------------------------------------
Management Fees                                   0.52%     0.52%          0.52%
Distribution and Service (12b-1) Fees*            0.00%     1.00%          1.00%
Other Expenses**                                  0.76%     0.51%          0.51%
                                                  ----      ----           ----
Total Annual Fund Operating Expenses              1.28%     2.03%          2.03%

*    Long-term  shareholders of Class B and Class C shares may pay more than the
     economic equivalent of the front-end sales charge permitted by the National
     Association of Securities Dealers, Inc.
**   Other Expenses for Class A shares includes a service fee of 0.25%.



<PAGE>
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           $599           $  862         $1,144         $1,947
Class B shares           $706           $1,037         $1,293         $2,358
Class C shares           $306           $  637         $1,093         $2,358

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

                         1 Year         3 Years        5 Years        10 Years
- --------------------------------------------------------------------------------
Class A shares           $599           $862           $1,144         $  947
Class B shares           $206           $637           $1,093         $2,358
Class C shares           $206           $637           $1,093         $2,358

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

     Distribution  and Service  Fees.  Class B and Class C 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").  Class B and
     Class C shares pay  distribution  fees of 0.75% of average daily net assets
     annually. Because these fees are paid from Fund assets on an ongoing basis,
     they will  increase  your cost over time and may cost you more than  paying
     other types of sales  charges.  All Classes pay service  fees for  personal
     and/or  account  services  equal to  0.25%  of  average  daily  net  assets
     annually.

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

4.   The  following  replaces   "Withdrawal  Plan"  under  "Shareholder  Account
     Features":


     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 do not in the aggregate  exceed 12%
     annually  of the  account  balance at the time the plan is  established.  A
     minimum  account  size of $5,000 is  required  to  establish  a  systematic
     withdrawal  plan.  Because  purchases  of Class A shares are  subject to an
     initial sales  charge,  you should not make  withdrawals  from your account
     while you are making purchases.

5.   The following is added to the first paragraph of "Exchange Privilege" under
     "Shareholder Account Features" in the National Municipals Fund prospectus:

     Class A shares may also be exchanged for the Fund's  Institutional  Shares,
     subject to the terms and conditions for investing in those shares.


October 12, 1999                                                          HMSIPS
<PAGE>
                          Eaton Vance High Income Fund

                            Supplement to Prospectus
                              dated August 1, 1999


1.   Service fees will now be paid from the time of sale of Class B shares. This
     will result in slightly  higher Total  Operating  Expenses for Class B than
     that shown in the  "Annual  Fund  Operating  Expenses"  table  under  "Fund
     Summary".

2.   The  following  replaces  "Distribution  and  Service  Fees"  under  "Sales
     Charges":

     Distribution  and Service  Fees.  Class B and Class C shares have in effect
     plans under Rule 12b-1 that allow the Fund to pay distribution fees for the
     sale and distribution of shares (so-called "12b-1 fees"). Class B and Class
     C shares  pay  distribution  fees of  0.75% of  average  daily  net  assets
     annually. Because these fees are paid from Fund assets on an ongoing basis,
     they will  increase  your cost over time and may cost you more than  paying
     other  types of sales  charges.  Both  Classes  also pay  service  fees for
     personal and/or account services equal to 0.25% of average daily net assets
     annually.

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


October 12, 1999                                                            HIPS


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