EATON VANCE INCOME FUND OF BOSTON
497, 1995-04-03
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<PAGE>

                  EV TRADITIONAL CALIFORNIA MUNICIPALS FUND
                     EV TRADITIONAL FLORIDA TAX FREE FUND
                   EV TRADITIONAL NATIONAL MUNICIPALS FUND
                    EV TRADITIONAL NEW YORK TAX FREE FUND
              SUPPLEMENT TO PROSPECTUSES DATED NOVEMBER 25, 1994

                      EATON VANCE INCOME FUND OF BOSTON
               SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1995

    THE  FOLLOWING  SENTENCE  IS  ADDED TO "HOW TO BUY  FUND  SHARES"  IN THE EV
TRADITIONAL CALIFORNIA MUNICIPALS FUND, EV TRADITIONAL FLORIDA TAX FREE FUND, EV
TRADITIONAL  NATIONAL MUNICIPALS FUND, AND EV TRADITIONAL NEW YORK TAX FREE FUND
PROSPECTUSES:
        Fund  shares may be sold at net asset  value  where the amount  invested
        represents  redemption  proceeds  from a mutual fund  unaffiliated  with
        Eaton Vance,  if the  redemption  occurred no more than 60 days prior to
        the  purchase of Fund shares and the  redeemed  shares were subject to a
        sales charge.

    IN ADDITION,  THE FOLLOWING  CHANGES (1-5) APPLY TO FUND SHARES PURCHASED ON
OR AFTER MARCH 27, 1995:

    1. THE SHAREHOLDER TRANSACTION EXPENSES TABLE UNDER "SHAREHOLDER AND FUND
EXPENSES" IS REPLACED BY THE FOLLOWING TABLE:

      SHAREHOLDER TRANSACTION EXPENSES
        Maximum Sales Charge Imposed on Purchases
          (as a percentage of offering price)                              3.75%
        Sales Charges Imposed on Reinvested Distributions                   None
        Redemption Fees                                                     None
        Fees to Exchange Shares                                             None
        Contingent Deferred Sales Charges Imposed on Redemptions            None

        Based on the  Shareholder  Transaction  Expenses  shown above and on the
    total operating expenses shown in the relevant Prospectus, an investor would
    pay  expenses  $10 less than the expenses for one year and three years shown
    in the Example under "Shareholder and Fund Expenses".

    2. THE FIRST  PARAGRAPH  UNDER  "THE  EATON  VANCE  EXCHANGE  PRIVILEGE"  IS
REPLACED BY THE FOLLOWING PARAGRAPH:

            Shares of the Fund may  currently be exchanged  for shares of any of
        the  following  funds:  Eaton Vance Cash  Management  Fund,  Eaton Vance
        Income Fund of Boston, Eaton Vance Municipal Bond Fund L.P., Eaton Vance
        Tax Free Reserves and any fund in the Eaton Vance  Traditional  Group of
        Funds on the basis of the net asset  value per share of each fund at the
        time of the exchange  (plus,  in the case of an exchange made within six
        months of the date of purchase,  an amount equal to the  difference,  if
        any,  between  the sales  charge  previously  paid on the  shares  being
        exchanged  and the sales charge  payable on the shares being  acquired).
        Such exchange  offers are  available  only in states where shares of the
        fund being acquired may be legally sold.
<PAGE>
    3. THE SALES  CHARGE AND  DEALER  COMMISSION  TABLES  UNDER "HOW TO BUY FUND
SHARES" ARE REPLACED BY THE FOLLOWING TABLE:

        The current sales charges and dealer commissions are:

<TABLE>
<CAPTION>
                                       SALES CHARGE          SALES CHARGE        DEALER COMMISSION
                                     AS PERCENTAGE OF      AS PERCENTAGE OF      AS PERCENTAGE OF
  AMOUNT OF PURCHASE                  OFFERING PRICE       AMOUNT INVESTED        OFFERING PRICE
<S>                                  <C>                   <C>                   <C>
  Less than $50,000                       3.75%                 3.90%                  4.00%
  $50,000 but less than $100,000          2.75%                 2.83%                  3.00%
  $100,000 but less than $250,000         2.25%                 2.30%                  2.50%
  $250,000 but less than $500,000         1.75%                 1.78%                  2.00%
  $500,000 but less than
  $1,000,000                              1.25%                 1.27%                  1.50%
  $1,000,000 or more                      0.00%<F1>             0.00%<F1>              0.25%<F2>

<FN>
<F1> Fund shares  purchased  before March 27,  1995,  at net asset value with no
     initial sales charge by virtue of the purchase having been in the amount of
     $1 million or more may be subject to a  contingent  deferred  sales  charge
     upon redemption.
<F2> The Principal  Underwriter  may pay Authorized  Firms that initiate and are
     responsible  for  purchases of $1 million or more a commission at an annual
     rate of 0.25% of average daily net assets paid quarterly for one year.
</TABLE>

    4. IN THE  DESCRIPTIONS  OF THE  STATEMENT  OF  INTENTION  AND THE  RIGHT OF
ACCUMULATION UNDER "EATON VANCE SHAREHOLDER  SERVICES," THE $100,000 AMOUNTS ARE
REPLACED BY $50,000 AMOUNTS.

    5.  REFERENCES TO A CONTINGENT  DEFERRED SALES CHARGE OR "CDSC" DO NOT APPLY
TO FUND SHARES PURCHASED ON OR AFTER MARCH 27, 1995.

March 27, 1995                                                       T-11/94PS


<PAGE>

                      EATON VANCE INCOME FUND OF BOSTON

     EATON VANCE  INCOME FUND OF BOSTON (THE "FUND") IS A MUTUAL FUND SEEKING AS
ITS PRIMARY OBJECTIVE TO PROVIDE AS MUCH CURRENT INCOME AS POSSIBLE.  IN SEEKING
ITS INVESTMENT OBJECTIVE,  THE FUND MAY INVEST UP TO 100% OF ITS ASSETS IN LOWER
RATED BONDS, COMMONLY KNOWN AS "JUNK BONDS",THAT ENTAIL GREATER RISKS, INCLUDING
DEFAULT,  THAN THOSE OF HIGHER  RATED  SECURITIES.  INVESTORS  SHOULD  CAREFULLY
CONSIDER  THESE RISKS AND INVEST FOR THE LONG TERM.  SEE "THE FUND'S  INVESTMENT
OBJECTIVES"  AND "HOW THE FUND  INVESTS  ITS  ASSETS AND RISKS  ASSOCIATED  WITH
INVESTMENTS".
    
     Shares of the Fund are not deposits or  obligations  of, or  guaranteed  or
endorsed  by,  any bank or other  insured  depository  institution,  and are not
federally  insured by the Federal  Deposit  Insurance  Corporation,  the Federal
Reserve  Board or any  other  government  agency.  Shares  of the  Fund  involve
investment risks,  including fluctuations in value and the possible loss of some
or all of the principal investment.
    
     This Prospectus is designed to provide you with information you should know
before investing.  Please retain this document for future reference. A Statement
of Additional  Information  for the Fund dated February 1, 1995, as supplemented
from time to time, has been filed with the  Securities  and Exchange  Commission
and is incorporated herein by reference. The Statement of Additional Information
is available without charge from the Fund's Principal  Underwriter,  Eaton Vance
Distributors,  Inc.,  24  Federal  Street,  Boston,  MA 02110  (telephone  (800)
225-6265).  The  Fund's  investment  adviser  is  Eaton  Vance  Management  (the
"Investment Adviser") which is located at the same address.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
                                                                            Page

Shareholder and Fund Expenses .............................................    2
The Fund's Financial Highlights ...........................................    3
The Fund's Investment Objectives ..........................................    4
How the Fund Invests its Assets and Risks
  Associated with Investments .............................................    4
Organization of the  Fund .................................................    8
Management of the Fund ....................................................    9
Service Plan ..............................................................    9
Valuing Fund Shares .......................................................   10
How to Buy Fund Shares ....................................................   11
How to Redeem Fund Shares .................................................   13
Reports to Shareholders ...................................................   14
The Lifetime Investing
  Account/Distribution Options ............................................   14
The Eaton Vance Exchange Privilege ........................................   15
Eaton Vance Shareholder Services ..........................................   16
Distributions and Taxes ...................................................   18
Performance Information ...................................................   18
Statement of Intention and Escrow
  Agreement ...............................................................   19
Appendix A ................................................................   21
Appendix B ................................................................   24


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

                      PROSPECTUS DATED FEBRUARY 1, 1995


<PAGE>

SHAREHOLDER AND FUND EXPENSES(1)
- ------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES
  Maximum Sales Charge Imposed on Purchases 
  (as a percentage of offering price)                               4.75%
  Sales Charges Imposed on Reinvested Distributions                 None
  Redemption Fees                                                   None
  Exchange Fees                                                     None
  Contingent Deferred Sales Charges (on purchases 
    of $1 million or more) Imposed on Redemptions 
    During the First Eighteen Months (as a percentage 
    of redemption proceeds exclusive of all reinvestments
    and capital appreciation in the account)(2)                     1.00%

ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average daily net assets)
  Investment Adviser Fee                                           0.625%
  Rule 12b-1 Fees (Service Plan)                                   0.100%
  Other Expenses                                                   0.315%
                                                                   ------
    Total Operating Expenses                                       1.040%
                                                                   ======

EXAMPLE                                    1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------
An investor would pay 
  the following expenses 
  (including initial maximum 
  sales charge) on a $1,000
  investment, assuming (a) 5% 
  annual return and (b) redemption
  at the end of each time period:            $58      $79      $102       $169

Notes:
(1) The  purpose  of the above  table and  Example  is to  assist  investors  in
    understanding  the various costs and expenses that investors in the Fund may
    bear directly or indirectly.  The percentages indicated in the table and the
    amounts  included in the  Example are based on the Fund's  fiscal year ended
    September  30,  1994.  The table and  Example  should  not be  considered  a
    representation of past or future expenses and actual expenses may be greater
    or less than those shown. For further information  regarding the expenses of
    the Fund see "The Fund's  Financial  Highlights",  "Management of the Fund",
    "How to Buy Fund Shares" and "Service Plan".
(2) If shares are  purchased at net asset value with no initial  sales charge by
    virtue of the  purchase  having been in the amount of $1 million or more and
    are redeemed  within 18 months after the end of the calendar  month in which
    the  purchase was made,  a  contingent  deferred  sales charge of 1% will be
    imposed on such  redemption.  See "How to Buy Fund  Shares",  "How to Redeem
    Fund Shares" and "Eaton Vance Shareholder Services".

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
     The following  information should be read in conjunction with the financial
statements included in the Statement of Additional Information, all of which has
been so  included  in  reliance  upon the  report of  Coopers & Lybrand  L.L.P.,
independent  accountants,  as experts in accounting and auditing.  The financial
highlights for each of the seven years in the period ending  September 30, 1991,
presented  here,  were audited by other  auditors whose report dated November 5,
1991,  expressed an unqualified  opinion on such financial  highlights.  Further
information  regarding  the  performance  of the Fund is contained in the Fund's
annual report to shareholders which may be obtained without charge by contacting
the Fund's Principal Underwriter, Eaton Vance Distributors, Inc.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

                                                                     YEAR ENDED SEPTEMBER 30,
                                ---------------------------------------------------------------------------------------------------
                                   1994      1993     1992      1991<F1>  1990<F1>  1989<F1>  1988<F1>  1987<F1>  1986<F1>  1985<F1>
                                   ----      ----     ----      -----     -----     -----     -----     -----     -----     -----
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE,
  beginning of year ...........  $  8.40   $  8.33   $  7.56   $  6.89   $  9.16   $  9.39   $ 10.07   $ 10.01   $  9.30   $  8.51
                                 -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
INCOME FROM OPERATIONS:
  Net investment income .......  $  0.83   $  0.92   $  0.97   $  1.04   $  1.15   $  1.10   $  1.08   $  1.02   $  1.04   $  1.01
  Net realized and unrealized
    gain (loss) on investments     (0.47)     0.07      0.77      0.71     (2.26)    (0.22)    (0.25)     0.08      0.71      0.78
                                 -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
LESS DISTRIBUTIONS:
  From net investment income ..  $ (0.81)  $ (0.92)  $ (0.97)  $ (1.04)  $ (1.15)  $ (1.10)  $ (1.30)  $ (1.04)  $ (1.04)  $ (1.00)
  From paid-in capital ........    --        --        --        (0.04)    (0.01)    (0.01)    (0.21)    --        --        --
  In excess of net investment
    income ....................    (0.05)    --        --        --        --        --        --        --        --        --
                                 -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
    Total distributions .......  $ (0.86)  $ (0.92)  $ (0.97)  $ (1.08)  $ (1.16)  $ (1.11)  $ (1.51)  $ (1.04)  $ (1.04)  $ (1.00)
                                 -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
NET ASSET VALUE, end of year ..  $  7.90   $  8.40   $  8.33   $  7.56   $  6.89   $  9.16   $  9.39   $ 10.07   $ 10.01   $  9.30
                                 ========  =======   =======   =======---=======   =======   =======   =======   =======   =======
TOTAL RETURN<F2> ..............    4.25%    12.59%    24.25%    28.53%   (13.06%)    9.76%     9.35%    11.11%    19.26%    21.86%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year
    (000 omitted) ............. $103,482   $95,123   $85,778   $70,773   $65,588   $45,852   $44,492   $42,824   $38,336   $35,799
  Ratio of net expenses to
    average daily net assets ..    1.04%     1.03%     1.08%     1.15%     1.05%     1.39%     1.31%     1.21%     1.16%     1.21%
  Ratio of net investment
    income to average daily net
    assets ....................    9.75%    11.01%    12.02%    15.36%    14.26%    11.54%    11.32%     9.84%    10.36%    11.06%
PORTFOLIO TURNOVER ............      70%      102%       90%       80%       67%       66%       61%       86%       74%       57%
                               
<FN>
<F1>Audited by previous auditors.
<F2>Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
    value on the last day of each period reported. Dividends and distributions, if any, are assumed to be reinvested at the net
    asset value on the payable date.
</TABLE>
<PAGE>

THE FUND'S INVESTMENT OBJECTIVES
- ------------------------------------------------------------------------------

THE FUND'S PRIMARY INVESTMENT  OBJECTIVE IS TO PROVIDE AS MUCH CURRENT INCOME AS
POSSIBLE.  In seeking this objective,  the Fund currently  invests a significant
portion of its assets in high yield,  high risk bonds -- i.e.  those rated lower
than investment  grade and unrated  obligations  (commonly  referred to as "junk
bonds").  The Fund also seeks  reasonable  preservation of capital to the extent
attainable from such investments, and growth of income and capital, as secondary
objectives.

     The high yield,  high risk bonds in which the Fund  invests are  considered
predominently  speculative  with  respect  to the  ability of the issuer to meet
principal and interest  payments.  Achievement of the Fund's  objectives,  which
cannot be assured, are therefore much more dependent on the Investment Adviser's
own credit  analysis than is the case for higher  quality  bonds.  Investors are
urged to carefully consider the substantial risks of investing in a portfolio of
high yield, high risk bonds before purchasing shares of the Fund.


HOW THE FUND INVESTS ITS ASSETS AND RISKS ASSOCIATED WITH INVESTMENTS
- ------------------------------------------------------------------------------

THE FUND SEEKS AS MUCH  CURRENT  INCOME AS POSSIBLE BY  INVESTING  PRIMARILY  IN
HIGH-YIELDING,  HIGH RISK, FIXED-INCOME SECURITIES.  During its last fiscal year
the Fund invested a significant  portion of its assets in high yield,  high risk
bonds which were rated lower than investment grade (i.e., bonds rated lower than
Baa by  Moody's  Investors  Service,  Inc.  ("Moody's")  and  lower  than BBB by
Standard & Poor's  Ratings  Group  ("S&P")) or which were unrated  bonds.  These
obligations  are commonly  referred to as "junk  bonds",  carry a high degree of
risk and are considered  speculative by the investment  community.  At September
30, 1994 (the end of its last fiscal year), the Fund had approximately  96.8% of
its  assets  invested  in  such  bonds.  At  January  23,  1995,  the  Fund  had
approximately  98% of its assets invested in such bonds.  See Appendix B to this
Prospectus for the asset composition information for the most recent fiscal year
of the Fund.  For a description  of the Moody's and S&P's ratings of bonds,  see
Appendix A to this Prospectus.

     A  substantial  portion of the Fund's assets  consists of high yield,  high
risk corporate bonds issued in connection with mergers, acquisitions,  leveraged
buy-outs, recapitalizations and other highly leveraged transactions. These bonds
are  subject  to  greater  credit  risks  than some of the other  fixed-  income
securities  in  which  the Fund may  invest.  These  credit  risks  include  the
possibility of non-payment  following a default or the bankruptcy of the issuer.
The value of such bonds may also be subject to a greater degree of volatility in
response to interest rate  fluctuations,  economic  downturns and changes in the
financial  conditions  of the  issuer.  These bonds may also be less liquid than
other  fixed-income   securities.   During  periods  of  deteriorating  economic
conditions and contraction in the credit markets, the ability of issuers of such
bonds to  service  their  debt,  meet  projected  goals,  or  obtain  additional
financing may be impaired.  As of January 23, 1995,  approximately 43.04% of the
Fund's assets were invested in such bonds.

     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. Although the Fund's Investment Adviser 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  issue,  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 coverages, and earnings prospects.  Because of the
greater number of investment considerations involved in investing in high yield,
high risk bonds,  the achievement of the Fund's  objectives  depends more on the
Investment Adviser's judgment and analytical abilities than would be the case if
the Fund were investing primarily in securities in the higher rating categories.

     The Fund may also invest a portion of its assets in loan  interests,  which
are interests in amounts owed by a corporate,  governmental or other borrower to
lenders or lending  syndicates.  Loan interests purchased by the Fund may have a
maturity of any number of days or years, may be secured or unsecured, and may be
of any credit quality. Loan interests,  which may take the form of participation
interests in,  assignments  of or novations of a loan, may be acquired from U.S.
and foreign banks,  insurance  companies,  finance  companies or other financial
institutions which have made loans or are members of a lending syndicate or from
the holders of loan interests.  Loan interests  involve the risk of loss in case
of default or  bankruptcy  of the  borrower  and,  in the case of  participation
interests,  involve  a risk of  insolvency  of the agent  lending  bank or other
financial  intermediary.   Loan  interests  are  not  rated  by  any  nationally
recognized rating service and are, at present, not readily marketable and may be
subject  to  contractual  restrictions  on resale.  The Fund may also  invest in
restricted  securities and securities  eligible for resale pursuant to Rule 144A
of the  Securities  Act of 1933.  An investment  in  restricted  securities  may
involve relative greater risk and cost to the Fund because of their liquidity.

     Fixed-income  securities  that the Fund may  invest  in also  include  zero
coupon bonds, deferred interest bonds and bonds 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.  The
discount  approximates  the total  amount of interest  the bonds will accrue and
compound over the period until maturity or the first interest  accrual date at a
rate of  interest  reflecting  the market  rate of the  security  at the time of
issuance.  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  benefit the
issuer by mitigating its need for cash to meet debt service,  but also require a
higher rate of return to attract  investors  who are willing to defer receipt of
such cash. Such  investments may experience  greater  volatility in market value
due to  changes  in  interest  rates than debt  obligations  which make  regular
payments of interest.  The Fund will accrue income on such  investments  for tax
and accounting  purposes,  in accordance  with  applicable  law, which income is
distributable  to  shareholders.  Because no cash is  received  at the time such
income  is  accrued,  the Fund may be  required  to  liquidate  other  portfolio
securities to satisfy its distribution obligations.

     The fixed-income  securities in which the Fund may invest include preferred
and  preference  stocks and all types of debt  obligations  of both domestic and
foreign issuers, such as bonds, debentures, notes, equipment lease certificates,
equipment trust certificates, conditional sales contracts, commercial paper, and
obligations issued or guaranteed by the U.S. Government,  any state or territory
of the  United  States,  any  foreign  government  or any  of  their  respective
political subdivisions, agencies or instrumentalities.  Debt securities may bear
fixed, fixed and contingent, floating or variable rates of interest.

     The  Fund's  portfolio  may be  invested  in a broad  range of  securities,
including  fixed-income  and  equity  securities  and  short-term   obligations.
Investment  in  bonds  may  include  those  in both  the  higher  categories  of
recognized  rating services (such as Moody's Baa and S&P's BBB and above) and in
the lower  categories of such  services  (Moody's Ba and S&P's BB and below) and
unrated  bonds.  Bonds in the lower  rated or unrated  categories  involve  much
greater risk of principal and income,  and involve greater  volatility of price,
than  securities  in the higher  rated  categories.  The Fund may also invest in
non-dividend  paying common  stocks and rights and warrants when the  Investment
Adviser believes they present opportunities for capital appreciation.

FIXED-INCOME  OBLIGATIONS.  Fixed-income  obligations  offering the high current
income  sought by the Fund  ordinarily  are rated in lower rating  categories by
recognized  rating  agencies or are  unrated.  Such  obligations  are subject to
substantially   greater  credit  risks  (including,   without  limitation,   the
possibility  of default by or bankruptcy of the issuers of such  securities  and
subordination  of such obligations to the prior claims of banks and other senior
creditors)  than securities in higher rating  categories.  The lower quality and
unrated securities in which the Fund invests have speculative characteristics in
varying  degrees.  The value of such obligations may be more susceptible to real
and perceived adverse economic or industry conditions than is the case of higher
quality bonds.  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.  The Fund will take such action as it considers appropriate in the
event of anticipated financial difficulties, default or bankruptcy of the issuer
of any such  obligation.  The Fund will also incur  additional  expenditures  in
taking  protective  action with respect to portfolio  obligations in default and
assets securing such  obligations.  The Fund may retain in its portfolio,  as an
opportunity for possible capital appreciation, bonds of companies that are being
reorganized or  restructured  (including  defaulted  bonds and bonds of bankrupt
companies),  when such  retention  is  considered  desirable  by the  Investment
Adviser.  The Fund may also acquire other securities issued in exchange for such
obligations   or  issued  in   connection   with  the  debt   restructuring   or
reorganization of the issuers, or where such acquisition, in the judgment of the
Investment Adviser, may enhance the value of such obligations or would otherwise
be consistent with the Fund's investment policies.

     The Fund may invest a portion of its assets in debt securities that are not
paying current income in  anticipation  of the receipt of possible future income
or growth of capital.  Interest and/or  principal  payments  thereon could be in
arrears when such  securities are acquired,  and the issuer may be in bankruptcy
or undergoing a debt  restructuring  or  reorganization.  Such securities may be
unrated or the lowest rated obligations  (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.  Unrated  bonds are  generally  regarded as being  speculative  and
expose the  investor  to risks  with  respect to the  issuer's  capacity  to pay
interest  and repay  principal  which are  similar  to the risks of lower  rated
bonds.

NET ASSET  VALUE  FLUCTUATION.  The net asset  value of the Fund will  change in
response to fluctuations  in prevailing  interest rates and changes in the value
of  its  portfolio  securities.  When  interest  rates  decline,  the  value  of
securities  already  held in the  Fund's  portfolio  can be  expected  to  rise.
Conversely, when interest rates rise, the value of existing portfolio securities
can be expected to decline.  Although the lower rated and unrated obligations in
the Fund's  portfolio may provide higher  yields,  they may also be subject to a
greater degree of market  fluctuation and are subject to  substantially  greater
investment risks than high quality obligations.  Furthermore, the net investment
income  provided  by the Fund will  fluctuate  over  time.  In  addition  and as
indicated above,  the Fund invests in high yield,  high risk bonds structured as
zero coupon, deferred interest or pay-in-kind securities; these bonds tend to be
more  speculative and may be subject to  substantially  greater  fluctuations in
value due to changes in interest  rates than other income  bearing  obligations.
Therefore,  an investment  in shares of the Fund will not  constitute a complete
investment  program and is not  appropriate  for investors who cannot assume the
greater risk of capital depreciation inherent in seeking higher yields from high
risk bonds.

     High yield,  high risk  corporate  bonds are  frequently  traded in markets
where the number of  potential  purchasers  and sellers is limited.  There is no
established  resale market for certain of these bonds in which the Fund invests.
These  considerations  may make it difficult for the Fund to value its portfolio
securities, may affect the choice of securities sold to meet redemption requests
and may have the effect of  limiting  the ability of the Fund to sell or dispose
of such bonds on favorable terms. The secondary market for high yield, high risk
corporate  obligations  is  relatively  new, is volatile and may be disrupted by
war,  inflation  or economic  downturns,  and is less liquid than the market for
high  quality  bonds.  In the event of an  illiquid  market or in the absence of
readily  available  market  quotations  for certain of these bonds in the Fund's
portfolio,  judgment  will play a greater  role in the  valuation  of such bonds
because there is less  reliable,  objective  data  available.  Adverse market or
economic  conditions  could make it  difficult  at times for the Fund to sell or
dispose of certain high yield,  high risk bonds.  The Fund may also be forced to
sell these bonds at a significant loss to meet shareholder redemptions.

     The Fund may  invest in  securities  issued  by  foreign  companies,  which
investments may be subject to various risks such as fluctuations in currency and
exchange rates, foreign taxes, social,  political and economic conditions in the
countries in which such companies operate, and changes in governmental, economic
or monetary policies both here and abroad.  There may be less publicly available
information  about a foreign company than about a comparable  domestic  company,
and since the securities  markets in many foreign  countries are not as advanced
as those in the United States the securities of many foreign  companies are less
liquid and their prices are more volatile than securities of comparable domestic
companies.  As of the end of its last  fiscal  year,  the Fund  held  securities
issued by foreign companies.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.  To hedge against changes in
securities  prices,  currency  exchange  rates,  interest  rates  or the rate of
inflation  the Fund has the  authority  to purchase  and sell  various  kinds of
futures  contracts  and  purchase  and write call and put options on any of such
futures contracts; it may also enter into closing purchase and sale transactions
with respect to any of such contracts and options.  The futures contracts may be
based on various  securities in which the Fund may invest,  foreign  currencies,
certificates of deposit, Eurodollar time deposits,  securities indices, economic
indices (such as the Consumer Price indices  compiled by the U.S.  Department of
Labor) and other  financial  instruments  and indices.  The Fund would engage in
futures and related  options  transactions  for bona fide hedging or non-hedging
purposes as defined in or  permitted by  regulations  of the  Commodity  Futures
Trading Commission. The Fund did not engage in such transactions during its last
fiscal year, and there is no assurance that it will engage in such  transactions
in the future.

     The Fund may not  purchase or sell  futures  contracts  or purchase or sell
related  options,   except  for  closing  purchase  or  sale  transactions,   if
immediately  thereafter  the sum of the amount of margin  deposits on the Fund's
outstanding  non-hedging positions in futures and related options and the amount
of premiums  paid for  outstanding  non-hedging  positions in options on futures
would exceed 5% of the market value of the Fund's net assets. These transactions
involve  brokerage costs,  require margin deposits and, in the case of contracts
and options obligating the Fund to purchase  securities or commodities,  require
the Fund to segregate  liquid high grade debt  securities  in an amount equal to
the underlying value of such contracts and options.

     In addition, while transactions in futures contracts and options on futures
may reduce certain risks,  such  transactions  themselves  involve (1) liquidity
risk that  contractual  positions  cannot be easily  closed  out in the event of
market  changes,  (2)  correlation  risk that  changes  in the value of  hedging
positions  may  not  match  the  market  fluctuations   intended  to  be  hedged
(especially given that the only futures contracts  currently  available to hedge
corporate  fixed  income  securities  are  futures  on various  U.S.  Government
securities, stock index futures and on municipal securities indices), (3) market
risk that an incorrect  prediction by the  Investment  Adviser of interest rates
may cause the Fund to  perform  less  well than if such  positions  had not been
entered into,  and (4) skills  different  from those needed to select  portfolio
securities. Thus, while the Fund may benefit from the use of futures and options
on futures, unanticipated changes in securities prices, currency exchange rates,
interest  rates  or the  rate  of  inflation  may  result  in a  poorer  overall
performance  for the Fund than if it had not entered into any futures  contracts
or options  transactions.  In the event of an  imperfect  correlation  between a
futures position and a portfolio position which is intended to be protected, the
desired  protection  may not be obtained  and the Fund may be exposed to risk of
loss. The loss incurred by the Fund in writing options on futures is potentially
unlimited and may exceed the amount of the premium received.  The Fund's futures
transactions may be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company.

     The Fund has adopted certain fundamental investment  restrictions which are
enumerated in detail in the Statement of  Additional  Information  and which may
not be  changed  unless  authorized  by a  shareholder  vote.  While the  Fund's
investment  objectives are not fundamental (i.e.,  changeable only if authorized
by shareholder vote), the Fund's management believes that any material change of
the  investment  objectives  should be  authorized by  shareholder  vote. If any
changes were made, the Fund might have investment  objectives different from the
objectives  which an investor  considered  appropriate  at the time the investor
became a shareholder in the Fund.

- --------------------------------------------------------------------------------
   IN SEEKING TO PROVIDE AS MUCH CURRENT INCOME AS POSSIBLE,  THE FUND INVESTS A
   SIGNIFICANT  PORTION OF ITS ASSETS IN HIGH YIELD,  HIGH RISK CORPORATE BONDS.
   THESE OBLIGATIONS  CARRY  SUBSTANTIALLY  GREATER  INVESTMENT RISK THAN HIGHER
   QUALITY BONDS. ACHIEVEMENT OF THE FUND'S OBJECTIVES, WHICH CANNOT BE ASSURED,
   IS THEREFORE MUCH MORE  DEPENDENT  UPON THE  INVESTMENT  ADVISER'S OWN CREDIT
   ANALYSIS THAN IS THE CASE FOR HIGHER  QUALITY  BONDS.  INVESTORS ARE URGED TO
   CAREFULLY  CONSIDER  THE  SUBSTANTIALLY  GREATER  RISKS  OF  INVESTING  IN  A
   PORTFOLIO OF HIGH YIELD,  HIGH RISK CORPORATE BONDS BEFORE  PURCHASING SHARES
   OF THE FUND.
- --------------------------------------------------------------------------------

ORGANIZATION OF THE FUND
- ------------------------------------------------------------------------------

THE FUND, A BUSINESS TRUST  ESTABLISHED  UNDER  MASSACHUSETTS  LAW PURSUANT TO A
DECLARATION  OF TRUST DATED MARCH 27, 1989,  AS AMENDED,  IS A MUTUAL FUND -- AN
OPEN-END  DIVERSIFIED  MANAGEMENT  INVESTMENT  COMPANY.  Its  predecessor,   was
organized  as a  Maryland  corporation  and  commenced  operation  in 1971.  The
Trustees of the Fund are responsible for the overall  management and supervision
of its  affairs.  The Fund has one class of shares of  beneficial  interest,  an
unlimited  number  of  which  may be  issued.  Each  share  represents  an equal
proportionate beneficial interest in the Fund. When issued and outstanding,  the
shares are fully paid and  nonassessable by the Fund and redeemable as described
under "How to Redeem Fund  Shares".  Shareholders  are  entitled to one vote for
each full share held.  Fractional  shares may be voted  proportionately.  Shares
have no  preemptive  or  conversion  rights  and are freely  transferable.  Upon
liquidation of the Fund,  shareholders are entitled to share pro rata in the net
assets of the Fund available for distribution to shareholders.


MANAGEMENT OF THE FUND
- ------------------------------------------------------------------------------

THE FUND  ENGAGES  EATON  VANCE  MANAGEMENT  ("EATON  VANCE") AS ITS  INVESTMENT
ADVISER.  EATON VANCE,  ITS AFFILIATES AND ITS  PREDECESSOR  COMPANIES HAVE BEEN
MANAGING  ASSETS  OF  INDIVIDUALS  AND  INSTITUTIONS  SINCE  1924  AND  MANAGING
INVESTMENT COMPANIES SINCE 1931.

     Acting under the general  supervision  of the  Trustees of the Fund,  Eaton
Vance manages the Fund's investments and affairs.  Under its investment advisory
agreement with the Fund,  Eaton Vance receives a monthly advisory fee of 5/96 of
1% (equivalent to 5/8 of 1% annually) of average monthly net assets of the Fund.
The Fund paid  Eaton  Vance  advisory  fees  equivalent  to 0.625% of the Fund's
average daily net assets for the fiscal year ended September 30, 1994.

     Eaton Vance also  furnishes  for the use of the Fund  office  space and all
necessary  office   facilities,   equipment  and  personnel  for  servicing  the
investments of the Fund. The Fund is responsible for the payment of all expenses
other  than  those  expressly  stated to be  payable  by Eaton  Vance  under the
investment advisory agreement.

     Eaton Vance places the Fund's portfolio security transactions for execution
with many  broker-dealer  firms and uses its best efforts to obtain execution of
such transactions at prices which are advantageous to the Fund and at reasonably
competitive commission rates. Subject to the foregoing, Eaton Vance may consider
sales of shares of the Fund or of other investment  companies sponsored by Eaton
Vance as a factor in the selection of broker- dealer firms to execute  portfolio
transactions.

     Hooker Talcott,  Jr. has acted as the portfolio  manager since 1986. He has
been a Vice President of Eaton Vance since 1987.

     EATON VANCE OR ITS  AFFILIATES  ACTS AS  INVESTMENT  ADVISER TO  INVESTMENT
COMPANIES AND VARIOUS  INDIVIDUAL  AND  INSTITUTIONAL  CLIENTS WITH ASSETS UNDER
MANAGEMENT  OF  APPROXIMATELY  $15  BILLION.   Eaton  Vance  is  a  wholly-owned
subsidiary of Eaton Vance Corp.,  a publicly held holding  company.  Eaton Vance
Corp., through its subsidiaries and affiliates, engages in investment management
and  marketing  activities,   fiduciary  and  banking  services,   oil  and  gas
operations,  real estate investment,  consulting and management, and development
of precious metals properties.  Eaton Vance  Distributors,  Inc. (the "Principal
Underwriter"  or "EVD"),  24 Federal  Street,  Boston,  MA 02110, a wholly-owned
subsidiary of Eaton Vance, acts as Principal Underwriter to the Fund.


SERVICE PLAN
- ------------------------------------------------------------------------------

In addition to advisory  fees and other  expenses,  the Fund pays  service  fees
pursuant to a Service Plan (the  "Plan")  designed to meet the  requirements  of
Rule  12b-1  under  the  Investment  Company  Act of 1940  and the  service  fee
requirements  of the revised  sales charge rule of the National  Association  of
Securities  Dealers,  Inc.  The Plan is further  described  in the  Statement of
Additional  Information,  and the  following  is a  description  of the  salient
features of the Plan.

     THE PLAN  PROVIDES THAT THE FUND MAY MAKE SERVICE FEE PAYMENTS FOR PERSONAL
SERVICES  AND/OR  THE  MAINTENANCE  OF  SHAREHOLDER  ACCOUNTS  TO THE  PRINCIPAL
UNDERWRITER,  A FINANCIAL SERVICE FIRM ("AUTHORIZED  FIRM") AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR ANY FISCAL
YEAR. The Trustees of the Fund have implemented the Plan by authorizing the Fund
to  make  quarterly  service  fee  payments  to the  Principal  Underwriter  and
Authorized  Firms in amounts not  expected to exceed .25% of that portion of the
Fund's  average  daily net assets for any fiscal year which is  attributable  to
shares of the Fund sold on or after May 22, 1989 and remaining  outstanding  for
at least twelve  months.  The Plan replaced the Fund's  distribution  plan which
originally  became  effective  on May 22,  1989.  During the  fiscal  year ended
September  30,  1994,  the Fund made  payments  under the Plan to the  Principal
Underwriter and Authorized Firms equivalent to 0.10% of the Fund's average daily
net assets for such year.


VALUING FUND SHARES
- ------------------------------------------------------------------------------

THE FUND  VALUES ITS SHARES  ONCE ON EACH DAY THE NEW YORK STOCK  EXCHANGE  (THE
"EXCHANGE")  IS OPEN FOR  TRADING,  as of the close of  regular  trading  on the
Exchange  (normally  4:00 p.m.  New York  time).  The Fund's net asset value per
share is determined by its custodian,  Investors  Bank & Trust Company  ("IBT"),
(as agent for the Fund) in the manner  authorized  by the  Trustees of the Fund.
Net asset value is computed by dividing  the value of the Fund's  total  assets,
less its liabilities, by the number of shares outstanding.  Securities listed on
securities exchanges or in the NASDAQ National Market are valued at closing sale
prices.  Unlisted or listed  securities  for which  closing  sale prices are not
available are valued at the mean between the latest bid and asked  prices.  Debt
securities will normally be valued on the basis of market  valuations  furnished
by a pricing  service;  the pricing  service  uses  information  with respect to
transactions  in bonds,  quotations  from bond dealers,  market  transactions in
comparable  securities,  various relationships between securities,  and yield to
maturity in  determining  value.  Securities  for which  market  quotations  are
unavailable, including any security the disposition of which is restricted under
the  Securities  Act of 1933,  and other  assets are valued at fair value  using
methods  determined  in  good  faith  by the  Trustees.  Short-term  obligations
maturing in sixty days or less are valued at amortized  cost which  approximates
market.

     Authorized  Firms must  communicate  an  investor's  order to the Principal
Underwriter  prior to the close of the Principal  Underwriter's  business day to
receive that day's net asset value per share and the public offering price based
thereon. It is the Authorized Firms'  responsibility to transmit orders promptly
to the Principal Underwriter, which is a wholly-owned subsidiary of Eaton Vance.
Eaton  Vance  Corp.  owns  77.3% of the  outstanding  stock of IBT,  the  Fund's
custodian.

- --------------------------------------------------------------------------------
   SHAREHOLDERS  MAY DETERMINE THE VALUE OF THEIR  INVESTMENT BY MULTIPLYING THE
   NUMBER OF FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE.
- --------------------------------------------------------------------------------



HOW TO BUY FUND SHARES
- ------------------------------------------------------------------------------

SHARES OF THE FUND MAY BE PURCHASED  FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES.  Investors may purchase shares of the Fund through  Authorized Firms
at the effective  public offering  price,  which price is based on the effective
net asset value per share plus the  applicable  sales charge.  The Fund receives
the net asset value,  while the sales charge is divided  between the  Authorized
Firm and the Principal  Underwriter.  The Principal Underwriter will furnish the
names of Authorized Firms to an investor upon request.  The Fund may suspend the
offering  of shares at any time and may  refuse  an order  for the  purchase  of
shares.

     The sales  charge may vary  depending  on the size of the  purchase and the
number  of  shares of Eaton  Vance  funds the  investor  may  already  own,  any
arrangement to purchase  additional  shares during a 13-month  period or special
purchase  programs.  Complete  details of how investors  may purchase  shares at
reduced sales charges under a Statement of Intention, Right of Accumulation,  or
various  employee  benefit  plans are  available  from  Authorized  Firms or the
Principal Underwriter.

     The current sales charges are:
<TABLE>
<CAPTION>

                                                SALES CHARGE           SALES CHARGE    DEALER DISCOUNT
                                               AS PERCENTAGE          AS PERCENTAGE      AS PERCENTAGE
AMOUNT OF PURCHASE                        OF AMOUNT INVESTED      OF OFFERING PRICE  OF OFFERING PRICE

<S>                                                    <C>                    <C>                <C>  
Less  than  $100,000 ..................                4.99%                  4.75%              4.00%
$100,000 but less than  $250,000  .....                3.90                   3.75               3.15
$250,000 but less than $500,000  ......                2.83                   2.75               2.30
$500,000  but less than  $1,000,000  ..                2.04                   2.00               1.70
$1,000,000 or more  ...................                   0<F1>                  0<F1>              0<F2>

<FN>
<F1>No sales charge is payable at the time of purchase on  investments of $1 million or more. A
    contingent  deferred sales charge  ("CDSC") of 1% will be imposed on such  investments,  as
    described  below,  in the  event of  certain  redemption  transactions  within 18 months of
    purchase.

<F2>The Principal  Underwriter  may pay a commission  to Authorized  Firms who initiate and are
    responsible  for  purchases  of $1  million  or more as  follows:  1.00%  on sales up to $2
    million,  plus 0.80% on the next $1 million,  0.20% on the next $2 million and 0.08% on the
    excess over $5 million.
</TABLE>

     The Principal Underwriter may at times allow discounts up to the full sales
charge.  During periods when the discount  includes the full sales charge,  such
Firms may be deemed to be underwriters as that term is defined in the Securities
Act of 1933.

     The  Principal  Underwriter  may,  from time to time,  at its own  expense,
provide  additional  incentives  to  Authorized  Firms which  employ  registered
representatives  who sell a minimum  dollar  amount of the Fund's  shares and/or
shares  of  other  funds  distributed  by the  Principal  Underwriter.  In  some
instances,  such additional  incentives may be offered only to Authorized  Firms
whose representatives are expected to sell significant amounts of shares.

     An initial investment in the Fund must be at least $1,000.  Once an account
has been  established  the investor may send  investments  of $50 or more at any
time directly to the Fund's  Transfer Agent (the  "Transfer  Agent") as follows:
The Shareholder  Services Group, Inc., BOS725,  P.O. Box 1559, Boston, MA 02104.
The  $1,000  minimum  initial  investment  is waived  for Bank  Draft  Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".

     Shares of the Fund may be sold at net asset  value to current  and  retired
Directors  and Trustees of Eaton Vance  funds;  to officers  and  employees  and
clients of Eaton Vance and its  affiliates;  to registered  representatives  and
employees  of  Authorized  Firms;  and bank  employees  who refer  customers  to
registered representatives of Authorized Firms; and to such persons' spouses and
children under the age of 21 and their beneficial  accounts.  Shares may also be
issued at net asset  value (1) in  connection  with the merger of an  investment
company with the Fund, (2) to investors  making an investment as part of a fixed
fee program whereby an entity  unaffiliated with the Investment Adviser provides
multiple investment services, such as management,  brokerage and custody and (3)
where the amount  invested  represents  redemption  proceeds  from a mutual fund
unaffiliated  with Eaton Vance, if the redemption  occurred no more than 60 days
prior to the purchase of Fund shares and the  redeemed  shares were subject to a
sales charge.

     No initial  sales charge and no  contingent  deferred  sales charge will be
payable or imposed  with respect to shares of the Fund  purchased by  retirement
plans qualified  under Section 401,  403(b) or 457 of the Internal  Revenue Code
("Eligible Plans"). In order to purchase shares without a sales charge, the plan
sponsor of an Eligible  Plan must notify the  transfer  agent of the Fund of its
status as an Eligible Plan.  Participant  accounting  services  (including trust
fund  reconciliation   services)  will  be  offered  only  through  third  party
recordkeepers  and  not  by  EVD.  The  Fund's  Principal  Underwriter  may  pay
commissions to Authorized  Firms who initiate and are  responsible for purchases
of shares of the Fund by Eligible Plans of up to 1.00% of the amount invested in
such shares.

     ACQUIRING  FUND SHARES IN EXCHANGE FOR  SECURITIES.  IBT, as escrow  agent,
will receive  securities  acceptable to Eaton Vance, as investment  adviser,  in
exchange for Fund shares at the  applicable  public  offering price shown above.
The minimum value of  securities or securities  and cash accepted for deposit is
$5,000.  Securities  accepted  will be sold by IBT as agent for the  account  of
their  owner  on the  day of  their  receipt  by IBT or as  soon  thereafter  as
possible. The number of Fund shares to be issued in exchange for securities will
be the  aggregate  proceeds  from the sale of such  securities,  divided  by the
applicable  public  offering  price per Fund share on the day such  proceeds are
received.  Eaton Vance will use reasonable  efforts to obtain the current market
price for such securities but does not guarantee the best available price. Eaton
Vance will absorb any transaction costs, such as commissions, on the sale of the
securities.

     Securities determined to be acceptable should be transferred via book entry
or  physically  delivered,  in proper form for  transfer,  through an Authorized
Firm,  together with a completed and signed  Letter of  Transmittal  in approved
form (available from Authorized  Firms), as follows:

     IN THE CASE OF BOOK ENTRY:
     Deliver through Depository Trust Co.
     Broker #2212
     Investors Bank & Trust Company
     For A/C Eaton Vance Income Fund of Boston

     IN THE CASE OF  PHYSICAL  DELIVERY:
     Investors  Bank & Trust  Company
     Attention: Eaton Vance Income Fund of Boston
     Physical Securities Processing Settlement Area
     89 South Street
     Boston, MA 02111

     Investors who are contemplating an exchange of securities for shares of the
Fund, or their  representatives,  must contact Eaton Vance to determine  whether
the securities are acceptable  before  forwarding  such securities to IBT. Eaton
Vance  reserves the right to reject any  securities.  Exchanging  securities for
Fund shares may create a taxable gain or loss.  Each investor should consult his
or her tax adviser with respect to the particular  Federal,  state and local tax
consequences of exchanging securities for Fund shares.

- --------------------------------------------------------------------------------
If you don't have an Authorized Firm, Eaton Vance can recommend one.
- --------------------------------------------------------------------------------


HOW TO REDEEM FUND SHARES
- ------------------------------------------------------------------------------

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE  SHAREHOLDER  SERVICES
GROUP, INC.,  BOS725,  P.O. BOX 1559, BOSTON,  MASSACHUSETTS  02104,  during its
business hours a written  request for  redemption in good order,  plus any share
certificates  with executed stock powers.  The redemption price will be based on
the net asset  value per share next  computed  after such  delivery.  Good order
means that all  relevant  documents  must be  endorsed  by the  record  owner(s)
exactly as the shares are registered and the signature(s)  must be guaranteed by
a member of either the Securities  Transfer  Association's  STAMP program or the
New York Stock Exchange's Medallion Signature Program, or certain banks, savings
and loan institutions,  credit unions, securities dealers, securities exchanges,
clearing  agencies  and  registered  securities  associations  as  required by a
regulation of the  Securities and Exchange  Commission  (the  "Commission")  and
acceptable to The Shareholder  Services Group, Inc. In addition,  in some cases,
good order may require the  furnishing  of  additional  documents  such as where
shares are registered in the name of a corporation, partnership or fiduciary.

     Within seven days after  receipt of a  redemption  request in good order by
The Shareholder Services Group, Inc., the Fund will make payment in cash for the
net asset value of the shares as of the date determined above and reduced by the
amount of any Federal income tax required to be withheld.

     To sell  shares at their net asset  value  through  an  Authorized  Firm (a
repurchase),  a  shareholder  can place a repurchase  order with the  Authorized
Firm,  which may  charge a fee.  The value of such  shares is based upon the net
asset value calculated after EVD, as the Fund's agent, receives the order. It is
the Authorized Firm's  responsibility to transmit promptly  repurchase orders to
EVD.  Throughout this  Prospectus,  the word  "redemption" is generally meant to
include a repurchase.

     If  shares  were  recently  purchased,   the  proceeds  of  redemption  (or
repurchase) will not be sent until the check (including a certified or cashier's
check)  received  for the  shares  purchased  has  cleared.  Payment  for shares
tendered for redemption may be delayed up to 15 days from the purchase date when
the purchase check has not yet cleared. Redemptions or repurchases may result in
a taxable gain or loss.

     Due to the high cost of maintaining  small accounts,  the Fund reserves the
right to redeem Fund accounts with balances of less than $1,000. Prior to such a
redemption,  shareholders  will be  given  60  days  written  notice  to make an
additional  purchase.  Thus, an investor making an initial  investment of $1,000
would  not be able to  redeem  shares  without  being  subject  to this  policy.
However,  no such  redemption  would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares.

     If shares  have been  purchased  at net asset  value with no initial  sales
charge by virtue of the purchase having been in the amount of $1 million or more
and are redeemed  within 18 months after the end of the calendar  month in which
the purchase was made, a CDSC of 1% will be imposed on such redemption. The CDSC
will be retained by the  Principal  Underwriter.  The CDSC will be imposed on an
amount equal to the lesser of the current market value or the original  purchase
price of the shares redeemed.  Accordingly, no CDSC will be imposed on increases
in account value above the initial  purchase  price,  including any dividends or
distributions  that have been  reinvested in additional  shares.  In determining
whether a CDSC is applicable to a redemption,  the calculation will be made in a
manner  that  results in the lowest  possible  rate  being  charged.  It will be
assumed  that  redemptions  are made first from any shares in the  shareholder's
account that are not subject to a CDSC.

     The CDSC is waived for redemptions involving certain liquidation, merger or
acquisition  transactions involving other investment companies. If a shareholder
reinvests  redemption  proceeds  within the 30-day period and in accordance with
the conditions set forth under "Eaton Vance Shareholder Services -- Reinvestment
Privilege,"  the  shareholder's  account will be credited with the amount of any
CDSC paid on such redeemed shares.


REPORTS TO SHAREHOLDERS
- ------------------------------------------------------------------------------

THE  FUND  WILL  ISSUE  TO  ITS  SHAREHOLDERS  SEMI-ANNUAL  AND  ANNUAL  REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the Fund's independent accountants. Shortly after the end of each
year,  the Fund will furnish all  shareholders  with  information  necessary for
preparing Federal and state income tax returns.


THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- ------------------------------------------------------------------------------

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES,  THE FUND'S TRANSFER
AGENT, THE SHAREHOLDER  SERVICES GROUP,  INC., WILL SET UP A LIFETIME  INVESTING
ACCOUNT  FOR THE  INVESTOR  ON THE FUND'S  RECORDS.  This  account is a complete
record of all transactions  between the investor and the Fund which at all times
shows the balance of shares  owned.  The Fund will not issue share  certificates
except upon request.

     At least quarterly,  shareholders will receive a statement showing complete
details of any transaction and the current balance in the account.  THE LIFETIME
INVESTING ACCOUNT PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN SHARES
BY SENDING A CHECK FOR $50 OR MORE TO The Shareholder Services Group, Inc.

     Any questions concerning a shareholder's  account or services available may
also be directed by  telephone to EATON VANCE  SHAREHOLDER  SERVICES at 800-225-
6265,  extension  2, or in  writing to The  Shareholder  Services  Group,  Inc.,
BOS725,  P.O.  Box  1559,  Boston,  MA  02104  (please  provide  the name of the
shareholder, the Fund and the account number).

     THE  FOLLOWING  DISTRIBUTION  OPTIONS  WILL BE  AVAILABLE  TO ALL  LIFETIME
INVESTING  ACCOUNTS and may be changed as often as desired by written  notice to
the Fund's dividend  disbursing  agent,  The Shareholder  Services Group,  Inc.,
BOS725,  P.O. Box 1559,  Boston,  MA 02104. The currently  effective option will
appear on each account statement.

     Share  Option  --  Dividends  and  capital  gains  will  be  reinvested  in
                        additional shares.

     Income  Option -- Dividends  will be paid in cash and capital gains will be
                       reinvested in additional shares.

     Cash Option    -- Dividends and capital gains will be paid in cash.

     The  Share  Option  will be  assigned  if no  other  option  is  specified.
Distributions,  including those  reinvested,  will be reduced by any withholding
required under Federal income tax laws.

     If the Income  Option or Cash  Option has been  selected,  dividend  and/or
capital gains distribution checks which are returned by the United States Postal
Service as not  deliverable or which remain uncashed for six months or more will
be reinvested  in the account at the then current net asset value.  Furthermore,
the  distribution  option on the account  will be  automatically  changed to the
Share  Option  until such time as the  shareholder  selects a different  option.

     DISTRIBUTION INVESTMENT OPTION. In addition to the distribution options set
forth above, dividends and/or capital gains may be invested in additional shares
of another Eaton Vance fund. Before selecting this option, a shareholder  should
obtain a prospectus  of the other Eaton Vance fund and  consider its  objectives
and policies carefully.

     "STREET NAME"  ACCOUNTS.  If shares of the Fund are held in a "street name"
account with an Authorized Firm, all recordkeeping,  transaction  processing and
payments of  distributions  relating to the beneficial  owner's  account will be
performed by the Authorized  Firm,  and not by the Fund and its transfer  agent.
Since the Fund will have no record of the  beneficial  owner's  transactions,  a
beneficial  owner should  contact the  Authorized  Firm to  purchase,  redeem or
exchange shares, to make changes in or give instructions concerning the account,
or to obtain information about the account.  The transfer of shares in a "street
name" account to an account with another  dealer or to an account  directly with
the Fund involves  special  procedures and will require the beneficial  owner to
obtain historical purchase  information about the shares in the account from the
Authorized Firm. Before  establishing a "street name" account with an investment
firm,  or  transferring  the  account to another  investment  firm,  an investor
wishing to reinvest  distributions  should determine whether the firm which will
hold the shares allows reinvestment of distributions in "street name" accounts.

- --------------------------------------------------------------------------------
UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL INVESTMENTS
BY SENDING A CHECK FOR $50 OR MORE.
- --------------------------------------------------------------------------------


THE EATON VANCE EXCHANGE PRIVILEGE
- ------------------------------------------------------------------------------

Shares of the Fund may currently be exchanged for shares of any of the following
funds:  Eaton Vance Cash Management  Fund, Eaton Vance Municipal Bond Fund L.P.,
Eaton Vance Tax Free Reserves and any fund in the Eaton Vance  Traditional Group
of Funds on the basis of the net asset  value per share of each fund at the time
of the exchange, provided that such exchange offers are available only in states
where shares of the fund being acquired may be legally sold.

     Each exchange must involve  shares which have a net asset value of at least
$1,000. The exchange  privilege may be changed or discontinued  without penalty.
Shareholders  will be given sixty (60) days notice prior to any  termination  or
material  amendment  of the  exchange  privilege.  The Fund does not  permit the
exchange privilege to be used for "Market Timing" and may terminate the exchange
privilege for any  shareholder  account engaged in Market Timing  activity.  Any
shareholder account for which more that two round-trip exchanges are made within
any  twelve  month  period  will be  deemed  to be  engaged  in  Market  Timing.
Furthermore,  a group of  unrelated  accounts  for which  exchanges  are entered
contemporaneously  by a financial  intermediary will be considered to be engaged
in Market Timing.

     Shares of the Fund which are subject to a CDSC may be exchanged into any of
the above funds without  incurring the CDSC. The shares  acquired in an exchange
may be subject to a CDSC upon  redemption.  For purposes of  computing  the CDSC
payable upon redemption of shares acquired in an exchange, the holding period of
the original shares is added to the holding period of the shares acquired in the
exchange.

     The Shareholder Services Group, Inc. makes exchanges at the next determined
net asset value after  receiving an exchange  request in good order (see "How to
Redeem  Fund  Shares").   Consult  The  Shareholder  Services  Group,  Inc.  for
additional  information  concerning  the exchange  privilege.  Applications  and
prospectuses  of the other  funds are  available  from  Authorized  Firms or the
Principal  Underwriter.  The  prospectus  for each fund describes its investment
objectives  and  policies,  and  shareholders  should  obtain a  prospectus  and
consider these objectives and policies carefully before requesting an exchange.

     Shares of certain  other  funds for which  Eaton  Vance acts as  investment
adviser or  administrator  may be exchanged for Fund shares at their  respective
net asset value per share, but subject to any restrictions or qualifications set
forth in the current prospectus of any such fund.

     Telephone  exchanges are accepted by The Shareholder  Services Group,  Inc.
provided the investor has not disclaimed in writing the use of the privilege. To
effect  such  exchanges,  call The  Shareholder  Services  Group,  Inc.  at 800-
262-1122 or, within  Massachusetts,  617-573-9403,  Monday through Friday,  9:00
a.m. to 4:00 p.m. (Eastern Standard Time). Shares acquired by telephone exchange
must be  registered  in the same name(s) and with the same address as the shares
beings  exchanged.   Neither  the  Fund,  the  Principal   Underwriter  nor  The
Shareholder  Services Group,  Inc. will be responsible  for the  authenticity of
exchange instructions received by telephone, provided that reasonable procedures
to confirm  that  instructions  communicated  are  genuine  have been  followed.
Telephone  instructions  will be tape recorded.  In times of drastic economic or
market changes, a telephone exchange may be difficult to implement.  An exchange
may result in a taxable gain or loss.


EATON VANCE SHAREHOLDER SERVICES
- ------------------------------------------------------------------------------

THE FUND OFFERS THE FOLLOWING  SERVICES,  WHICH ARE VOLUNTARY,  INVOLVE NO EXTRA
CHARGE,  AND MAY BE CHANGED OR  DISCONTINUED  WITHOUT  PENALTY AT ANY TIME. Full
information on each of the services  described below and an  application,  where
required, are available from Authorized Firms or the Principal Underwriter.  The
cost  of  administering  such  services  for the  benefit  of  shareholders  who
participate in them is borne by the Fund as an expense to all shareholders.

INVEST-BY-MAIL  -- FOR  PERIODIC  SHARE  ACCUMULATION:  Once the $1,000  minimum
investment has been made, checks of $50 or more payable to the order of the Fund
may be mailed directly to The Shareholder Services Group, Inc., BOS725, P.O. Box
1559,  Boston,  MA 02104 at any time -- whether or not dividends are reinvested.
The name of the  shareholder,  the Fund and the account number should  accompany
each investment.

BANK DRAFT INVESTING -- FOR REGULAR SHARE ACCUMULATION:  Cash investments of $50
or more may be made through the  shareholder's  checking  account via bank draft
each month or quarter.  The $1,000 minimum initial  investment and small account
redemption policy are waived for these accounts.

STATEMENT  OF  INTENTION:  Purchases  of  $100,000  or more made over a 13-month
period are eligible for reduced sales  charges.  See "Statement of Intention and
Escrow Agreement."

RIGHT OF ACCUMULATION:  Purchases may qualify for reduced sales charges when the
current market value of holdings (shares at current  offering  price),  plus new
purchases,  reaches $100,000 or more.  Shares of the Eaton Vance funds mentioned
under "The Eaton Vance  Exchange  Privilege" may be combined under the Statement
of Intention and Right of Accumulation.

WITHDRAWAL  PLAN: A shareholder may draw on  shareholdings  systematically  with
monthly or quarterly checks in an amount specified by the shareholder. A minimum
deposit of $5,000 in shares is required.  The  maintenance of a withdrawal  plan
concurrently  with  purchases  of  additional  shares  would be  disadvantageous
because of the sales charge included in such purchases.

REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST ANY PORTION OR ALL OF THE REPURCHASE OR REDEMPTION  PROCEEDS (PLUS THAT
AMOUNT  NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO ROUND OFF THE PURCHASE TO THE
NEAREST  FULL  SHARE),  IN SHARES  OF THE FUND,  or,  provided  that the  shares
repurchased or redeemed have been held for at least 30 days, in shares of any of
the other  funds  offered by the  Principal  Underwriter  with an initial  sales
charge at net asset value,  provided that the reinvestment is effected within 30
days after  such  repurchase  or  redemption.  Shares are sold to a  reinvesting
shareholder at the net asset value next determined following timely receipt of a
written purchase order by the Principal  Underwriter or by the fund whose shares
are to be purchased (or by such fund's  Transfer  Agent).  The privilege is also
available to holders of shares of the other funds  offered with an initial sales
charge by the  Principal  Underwriter  who wish to reinvest  such  redemption or
repurchase proceeds in shares of the Fund. If a shareholder reinvests redemption
proceeds within the 30 day period,  the  shareholder's  account will be credited
with the amount of any CDSC paid on such redeemed shares. To the extent that any
shares of the Fund are sold at a loss and the proceeds are  reinvested in shares
of the  Fund  (or  other  shares  of the Fund are  acquired  within  the  period
beginning  30 days  before and ending 30 days after the date of the  redemption)
some or all of the  loss  generally  will  not be  allowed  as a tax  deduction.
Shareholders  should consult their tax advisers  concerning the tax consequences
of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for purchase in
connection with the following tax-sheltered retirement plans:

     -- Pension  and  Profit  Sharing  Plans  for   self-employed   individuals,
        corporations and non-profit organizations;

     -- Individual  Retirement  Account  Plans for  individuals  and their  non-
        employed spouses; and

     -- 403(b)   Retirement  Plans  for  employees  of  public  school  systems,
        hospitals,  colleges and other non-profit  organizations meeting certain
        requirements of the Internal Revenue Code.

     Detailed information  concerning these plans,  including certain exceptions
to minimum investment  requirements,  and copies of the plans are available from
the  Principal  Underwriter.  This  information  should  be read  carefully  and
consultation  with an attorney or tax adviser may be advisable.  The information
sets forth the  service  fee  charged for  retirement  plans and  describes  the
Federal  income  tax  consequences  of  establishing  a plan.  Under all  plans,
dividends  and  distributions  will be  automatically  reinvested  in additional
shares.


DISTRIBUTIONS AND TAXES
- ------------------------------------------------------------------------------

DISTRIBUTIONS.  Substantially  all of the investment  income earned by the Fund,
less its expenses,  will be declared daily as a distribution  to shareholders of
record at the time of declaration.  Such distributions  whether taken in cash or
reinvested in additional shares, will ordinarily be paid on the last day of each
month or the next business day thereafter.  Capital gains,  if any,  realized on
sales of investments and on options and futures  transactions will be reduced by
any  capital  loss  carryovers  and will be  distributed  at least  once a year,
usually in December.  Daily distribution crediting will commence on the day that
collected  funds for the  purchase  of Fund shares are  available  at the Fund's
Transfer Agent.

TAXES. For Federal income tax purposes,  a shareholder's  proportionate share of
distributions  from the Fund's net investment income and net short-term  capital
gains and certain foreign exchange gains are taxable as ordinary income, whether
received  in cash or  reinvested  in  additional  shares.  A  small  portion  of
distributions  from net  investment  income may be  eligible  for the  dividends
received  deduction for  corporations.  A shareholder's  proportionate  share of
distributions from the Fund's net long-term capital gain is taxable as long-term
capital  gains whether  received in cash or  reinvested  in  additional  shares,
regardless of the length of time Fund shares have been owned by the shareholder.
If shares are purchased  shortly before the record date of a  distribution,  the
shareholder will pay the full price for the shares and then receive some portion
of the price back as a taxable distribution.

     Sales  charges  paid upon a purchase  of shares of the Fund cannot be taken
into  account  for  purposes  of  determining  gain or loss on a  redemption  or
exchange of the shares  before the 91st day after  their  purchase to the extent
shares of the Fund or of another fund are subsequently  acquired pursuant to the
Fund's  reinvestment or exchange  privilege.  In addition,  losses realized on a
redemption of Fund shares may be  disallowed  under certain "wash sale" rules if
within a period  beginning  30 days  before and ending 30 days after the date of
redemption other shares of the Fund are acquired.  Any disregarded or disallowed
amounts will result in an adjustment to the  shareholder's  tax basis in some or
all of any other shares acquired.

     Shareholders  will  receive  annually  one or more  Forms 1099 to assist in
reporting  on their  Federal and state  income tax  returns  the prior  calendar
year's  distributions,  proceeds from the redemption or exchange of Fund shares,
and Federal income tax (if any) withheld by the Fund's Transfer Agent.

- --------------------------------------------------------------------------------
AS A REGULATED INVESTMENT COMPANY UNDER THE INTERNAL REVENUE CODE, THE FUND DOES
NOT PAY  FEDERAL  INCOME OR EXCISE  TAXES TO THE EXTENT THAT IT  DISTRIBUTES  TO
SHAREHOLDERS  ITS NET  INVESTMENT  INCOME  AND NET  REALIZED  CAPITAL  GAINS  IN
ACCORDANCE WITH THE TIMING REQUIREMENTS IMPOSED BY THE CODE.
- --------------------------------------------------------------------------------


PERFORMANCE INFORMATION
- ------------------------------------------------------------------------------

FROM TIME TO TIME,  THE FUND MAY ADVERTISE ITS YIELD AND/OR AVERAGE ANNUAL TOTAL
RETURN.  The current  yield for the Fund will be  calculated by dividing the net
investment  income  per  share  during a recent  30 day  period  by the  maximum
offering  price  per  share  of the  Fund  on the  last  day of the  period  and
annualizing  the resulting  figure.  The Fund's  average  annual total 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  dividends and  distributions  paid and  reinvested)  for the
stated period and  annualizing the result.  The calculation  assumes the maximum
sales charge is deducted  from the initial  $1,000  purchase  order and that all
dividends  and   distributions   are  reinvested  at  net  asset  value  on  the
reinvestment  dates  during the  period.  The Fund may also  publish  annual and
cumulative total return figures from time to time.

     The Fund may also  publish  its  distribution  rate  and/or  its  effective
distribution rate. The Fund's distribution rate is computed by dividing the most
recent monthly  distribution per share annualized by the current net asset value
per share.  The Fund's effective  distribution  rate is computed by dividing the
distribution   rate  by  the  ratio  used  to  annualize  the  distribution  and
reinvesting the resulting amount for a full year on the basis of such ratio. The
effective distribution rate will be higher than the distribution rate because of
the compounding effect of the assumed  reinvestment.  Investors should note that
the Fund's yield is calculated using a standardized formula the income component
of which is computed from the yields to maturity of all debt  obligations in the
Fund's  portfolio  based  on the  market  value  of such  obligations  and  from
dividends  from equity  securities  based on stated annual  rates,  exclusive of
special  or extra  distributions  (with all  purchases  and sales of  securities
during  such period  included in the income  calculation  on a  settlement  date
basis),  whereas  the  distribution  rate is based on the  Fund's  last  monthly
distribution  which tends to be  relatively  stable and may be more or less than
the amount of net investment income and short-term  capital gain actually earned
by the Fund during the month.

     The Fund may also furnish total return calculations based on investments at
various sales charge levels or at net asset value. Any performance data which is
based on the Fund's net asset value per share would be reduced if a sales charge
were taken into account.

     Investors  should  note  that  the  investment  results  of the  Fund  will
fluctuate  over time,  and any  presentation  of the Fund's total return for any
prior period should not be considered a representation of what an investment may
earn or what an investor's total return may be in any future period.

STATEMENT OF INTENTION AND ESCROW AGREEMENT
- ------------------------------------------------------------------------------

TERMS OF ESCROW.  If the  investor,  on an  application,  makes a  Statement  of
Intention to invest a specified amount over a thirteen month period, then out of
the initial  purchase (or  subsequent  purchases if  necessary) 5% of the dollar
amount specified on the application  shall be held in escrow by the escrow agent
in the form of shares (computed to the nearest full share at the public offering
price applicable to the initial purchase hereunder) registered in the investor's
name. All income  dividends and capital gains  distributions  on escrowed shares
will be paid to the investor or to the investor's order.

     When the minimum investment so specified is completed,  the escrowed shares
will be delivered to the investor.  If the investor has an accumulation  account
the shares will remain on deposit under the account.

     If total  purchases  under this  Statement of  Intention  are less than the
amount specified, the investor will promptly remit to EVD any difference between
the sales charge on the amount  specified and on the amount actually  purchased.
If the  investor  does not  within 20 days after  written  request by EVD or the
Authorized  Firm pay such  difference  in sales  charge,  the escrow  agent will
redeem an  appropriate  number of the  escrowed  shares in order to realize such
difference.  Full shares  remaining after any such redemption  together with any
excess cash proceeds of the shares so redeemed will be delivered to the investor
or to the investor's order by the escrow agent.

     In signing  the  application,  the  investor  irrevocably  constitutes  and
appoints the escrow agent the attorney to surrender  for  redemption  any or all
escrowed shares with full power of  substitution in the premises.

PROVISION FOR RETROACTIVE PRICE  ADJUSTMENT.  If total purchases made under this
Statement  are large  enough  to  qualify  for a lower  sales  charge  than that
applicable to the amount  specified,  all  transactions  will be computed at the
expiration  date of this  Statement  to give  effect  to the lower  charge.  Any
difference  in sales charge will be refunded to the investor in cash, or applied
to the  purchase of  additional  shares at the lower  charge if specified by the
investor.  This refund will be made by the Authorized Firm and by EVD. If at the
time of the  recomputation  a firm other than the  original  firm is placing the
orders,  the adjustment will be made only on those shares purchased  through the
firm then handling the account.

<PAGE>

                                                                      APPENDIX A

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:

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-edge".  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 risks appear somewhat larger than in 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.

SECURITIES  IN WHICH THE FUND MAY INVEST  WILL  INCLUDE  THOSE IN THE  FOLLOWING
CATEGORIES:

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  both  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.

NOTE:  Moody's applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its  generic  rating  category;  the  modifier 2  indicates  a
mid-range  ranking;  and the modifier 3 indicates  that the company ranks in the
lower end of its generic rating category.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATINGS:

INVESTMENT GRADE

AAA:  Bonds  rated AAA have the  highest  rating  assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA:  Bonds  rated AA have a very  strong  capacity  to pay  interest  and  repay
principal and differ from the higher rated issues only in small degree.

A: Bonds rated A have a strong  capacity  to pay  interest  and repay  principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

SECURITIES  IN WHICH THE FUND MAY INVEST  WILL  INCLUDE  THOSE IN THE  FOLLOWING
CATEGORIES:

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay interest
and  repay  principal.   Whereas  they  normally  exhibit  adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
bonds in this category than for bonds in higher rated categories.

SPECULATIVE GRADE

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates  the least degree of  speculation  and C the highest.  While such debt
will  likely  have  some  quality  and  protective  characteristics,  these  are
outweighed by large uncertainties or major exposures to adverse conditions.

BB:  Debt  rated BB has less  near-term  vulnerability  to  default  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied BBB- rating.

B: Debt rated B has a greater  vulnerability  to default but  currently  has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay  principal.  The B rating  category is also used for debt
subordinated  to senior  debt that is  assigned  an actual or  implied BB or BB-
rating.

CCC: Debt rated CCC has a currently  identifiable  vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial,  or  economic  conditions,  it is not  likely  to have the
capacity to pay interest and repay  principal.  The CCC rating  category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC: The rating CC is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating.

C: The rating C is typically  applied to debt  subordinated to senior debt which
is assigned an actual or implied CCC- debt  rating.  The C rating may be used to
cover a situation where a bankruptcy  petition has been filed,  but debt service
payments are continued.

C1: The Rating C1 is  reserved  for income  bonds on which no  interest is being
paid.

D:  Debt  rated D is in  payment  default.  The D rating  category  is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired,  unless Standard & Poor's believes that
such payments  will be made during such grace period.  The D rating also will be
used upon the filing of a  bankruptcy  petition  if debt  service  payments  are
jeopardized.

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.

p: The letter "p" indicates that the rating is provisional. A provisional rating
assumes the  successful  completion  of the project  being  financed by the debt
being rated and indicates that payment of debt service  requirements  is largely
or entirely  dependent upon the successful and timely completion of the project.
This rating,  however,  while addressing credit quality subsequent to completion
of the project,  makes no comment on the  likelihood  of, or the risk of default
upon failure of such  completion.  The investor should exercise his own judgment
with respect to such likelihood and risk.

L: The letter "L" indicates that the rating pertains to the principal  amount of
those bonds to the extent that the underlying  deposit  collateral is insured by
the Federal Deposit  Insurance Corp. and interest is adequately  collateralized.
In the case of  certificates  of  deposit,  the  letter "L"  indicates  that the
deposit, combined with other deposits being held in the same right and capacity,
will be honored for principal and accrued pre-default interest up to the federal
insurance limits within 30 days after closing of the insured  institution or, in
the event that the deposit is assumed by a successor insured  institution,  upon
maturity.

NR: Bonds may lack a Standard & Poor's rating  because no public rating has been
requested,  because there is insufficient information on which to base a rating,
or because  Standard & Poor's does not rate a particular type of obligation as a
matter of policy.

     Notes: 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  obligations.  The Fund 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.

<PAGE>

                                                                      APPENDIX B

                      EATON VANCE INCOME FUND OF BOSTON

                        ASSET COMPOSITION INFORMATION
                   FOR FISCAL YEAR ENDED SEPTEMBER 30, 1994


                                                             Percent of
                                                             Net Assets
                                                             ----------
  Common Stocks & Warrants .............................         1.0%
  Short-Term Obligations ...............................         1.4%
  Debt Securities -- Moody's Rating
      Ba ...............................................         7.7%
      B1 ...............................................        22.0%
      B2 ...............................................        27.2%
      B3 ...............................................        26.1%
      Caa ..............................................         9.6%
      Unrated ..........................................         5.0%
                                                                ----
      Total ............................................       100.0%

     The chart above  indicates the weighted  average  composition of the Fund's
portfolio for the fiscal year ended September 30, 1994, with the debt securities
rated  by  Moody's  Investors   Service,   Inc.  separated  into  the  indicated
categories.  The weighted  average  indicated  above was  calculated on a dollar
weighted  basis and was  computed as at the end of each month  during the fiscal
year. The chart does not necessarily indicate what the composition of the Fund's
portfolio will be in the current and subsequent fiscal years.

     For a description of Moody's Investors  Service,  Inc's.  ratings of fixed-
income securities, see Appendix A to this Prospectus.
                     
<PAGE>
INVESTMENT ADVISER
Eaton Vance Management
24 Federal Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA  02109

LEGAL COUNSEL
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036



EATON VANCE
INCOME FUND
OF BOSTON
24 Federal Street
Boston, MA  02110


IBP


[LOGO]         EATON VANCE
               INCOME FUND
               OF BOSTON


               PROSPECTUS
               FEBRUARY 1, 1995
               -----------------------------
               Seeking to provice as much
               -----------------------------
               current income as possible
               -----------------------------
               by investing primarily in
               -----------------------------
               high-yielding, high risk
               -----------------------------
               fixed-income securities
               -----------------------------

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

The
Boston
Tradition


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