EATON VANCE INCOME FUND OF BOSTON
497, 1999-06-30
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LOGO
       Investing
         for the
            21st
         Century(R)





                                   Eaton Vance
                                  Income Fund
                                   of Boston



                 A mutual fund seeking high current income


                                Prospectus Dated
                                February 1, 1999
                                   as revised
                                  July 1, 1999


THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR DETERMINED  WHETHER THIS  PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>

<CAPTION>
Information in this prospectus
                                            Page                                   Page
- ----------------------------------------------------------------------------------------
<S>                                         <C>   <C>                               <C>
Fund Summary                                 2      Sales Charges                    6
Investment Objectives, Policies and Risks    4      Redeeming Shares                 7
Management and Organization                  5      Shareholder Account Features     8
Valuing Shares                               5      Tax Information                  9
Purchasing Shares                            6      Financial Highlights            10
- ----------------------------------------------------------------------------------------
</TABLE>


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

FUND SUMMARY


INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES. The primary investment objective
of Eaton  Vance  Income Fund of Boston is to provide as much  current  income as
possible.  To do so,  the  Fund  invests  primarily  in high  yield,  high  risk
corporate bonds (so-called "junk bonds").  Secondary purposes of the Fund are to
provide  reasonable  preservation of capital to the extent  attainable from such
bonds, and growth of income and capital.

The Fund  invests  a  substantial  portion  of its  assets  in bonds  issued  in
connection with mergers,  acquisitions and other highly leveraged  transactions.
The Fund may invest in a wide variety of other income producing debt securities,
as well as preferred stocks that pay dividends. Some debt securities acquired by
the Fund do not make regular  interest  payments.  The Fund will  generally hold
well in excess of 100 securities,  which helps reduce  investment risk. The Fund
may invest a portion of its assets in foreign securities.

The Fund's  investments  are actively  managed and  securities may be bought and
sold on a daily  basis.  The  investment  adviser's  staff  monitors  the credit
quality of  securities  held by the Fund and other  securities  available to the
Fund. The portfolio  manager  attempts to improve yield and preserve and enhance
principal value through timely trading.

PRINCIPAL RISK FACTORS. The Fund invests predominantly in below investment grade
bonds,  which have  speculative  characteristics  because of the credit  risk of
their  issuers.  Such  companies are more likely to default on their payments of
interest  and  principal  owed to the Fund,  and such  defaults  will reduce the
Fund's net asset value and income distributions.  An economic downturn generally
leads to a higher  non-payment  rate, and a security may lose significant  value
before a default occurs.

The value of Fund  shares may decline  when  interest  rates  rise,  or when the
supply of suitable bonds exceeds  market demand.  Bonds that do not make regular
interest  payments and foreign  securities may be subject to greater  volatility
and have special  risks.  The Fund is not  appropriate  for investors who cannot
assume the  greater  risk of capital  depreciation  or loss  inherent in seeking
higher yields.

The  Fund  is not a  complete  investment  program  and you may  lose  money  by
investing in the Fund.  An investment in the Fund is not a deposit in a bank and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.
                                       2
<PAGE>

PERFORMANCE  INFORMATION.  The following bar chart and table provide information
about the Fund's performance including a comparison of the Fund's performance to
the  performance  of a national  index of corporate  obligations.  Although past
performance  is no guarantee of future  results,  this  performance  information
demonstrates  the risk  that the value of your  investment  will  change.  These
returns are for each calendar year through  December 31, 1998 and do not reflect
a sales charge. If the sales charge was reflected, the returns would be lower.


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
4.2%      -15.5%    42.8%     18.3%     18.0%     -1.3%     15.3%     13.7%     16.3%         2.9%
1989      1990      1991      1992      1993      1994      1995      1996      1997          1998
</TABLE>


The Fund's highest quarterly total return was 11.90% for the quarter ended March
31, 1991, and its lowest quarterly total return was -8.35% for the quarter ended
September 30, 1990. For the thirty-day period ended September 30, 1998 the yield
of the Fund was 9.25%.

<TABLE>
<CAPTION>
                                                           One           Five            Ten
Average Annual Total Return as of December 31, 1998        Year          Years           Years
- --------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>
 Fund Shares                                              -1.95%        8.08%           9.98%
 C.S. First Boston High Yield Bond Index                   0.58%        8.16%          10.74%
</TABLE>

The Fund's  returns  reflect the maximum sales charge  (4.75%).  The C.S.  First
Boston High Yield Bond Index is an unmanaged index of corporate bonds.
Investors cannot invest directly in an index.

FEES AND EXPENSES OF THE FUND.  These tables describe the fees and expenses that
you may pay if you buy and hold shares.

<TABLE>
<CAPTION>
 Shareholder Fees
 (fees paid directly from your investment)
- ----------------------------------------------------------------------------------------------
<S>                                                                                    <C>
 Maximum Sales Charge (as a percentage of offering price)                              4.75%

 Maximum Deferred Sales Charge (as a percentage of the lower of net asset value at
 time of purchase or time of redemption)                                               None

 Sales Charge Imposed on Reinvested Distributions                                      None

 Exchange Fee                                                                          None
</TABLE>

<TABLE>
<CAPTION>
 Annual Fund Operating Expenses
 (expenses that are deducted from Fund assets)
- ---------------------------------------------------------------------
<S>                                                          <C>
 Management Fees                                             0.63%

 Other Expenses*                                             0.41%
                                                           -------
 Total Annual Fund Operating Expenses                        1.04%
</TABLE>

* Other Expenses includes service fees of 0.15%.


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

<TABLE>
<CAPTION>
              1  Year                   3 Years               5 Years                10 Years
- ---------------------------------------------------------------------------------------------
             <S>                      <C>                   <C>                   <C>
               $576                       $790                 $1,022                $1,686
</TABLE>
                                       3
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The Fund's primary investment  objective is to provide as much current income as
possible.  In seeking this objective,  the Fund currently  invests  primarily in
high yield,  high risk  corporate  bonds  which are 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
are  unrated  and  of  comparable  quality.   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 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 capital appreciation.  Interest and/or principal payments on a security could
be in arrears when the security is acquired, and the issuer may be in bankruptcy
or undergoing a debt  restructuring or  reorganization.  These 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.  In order to enforce its rights with defaulted securities, the Fund
may be required to retain legal  counsel  and/or a financial  adviser.  This may
increase the Fund's operating expenses and adversely affect the Fund's net asset
value.

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

Although  the  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 coverage,  and earnings prospects.  Because of the
greater number of investment considerations involved in investing in high yield,
high risk bonds,  the achievement of the 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.
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  engage in active  trading  to  attempt  to  improve  yield and to
preserve and enhance the principal  value of Fund shares.  The annual  portfolio
turnover  rate may exceed  100%.  A mutual  fund with a high  turnover  rate may
generate  more  capital  gains  than a fund  with a lower  rate.  Capital  gains
distributions   will  be  made  to  shareholders  if  offsetting   capital  loss
carryforwards  do not exist,  which  reduces  after tax returns of  shareholders
holding Fund shares in taxable accounts.

The Fund may invest in 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.  While zero coupon bonds do not require the periodic payment of
interest,  deferred  interest  bonds  provide  for a period of delay  before the
regular payment of interest begins. PIK bonds are debt obligations which provide
that the issuer  thereof may, at its option,  pay interest on such bonds in cash
or in the form of additional debt  obligations.  Such investments may experience
greater volatility in market value due to changes in interest rates. In addition
to lower rated bonds, the Fund may invest in higher rated  securities.  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.

The Fund may invest up to 25% of net assets in foreign securities.  The value of
foreign  securities is affected by changes in currency  rates,  foreign tax laws
(including withholding tax), government policies (in this country or abroad) and
relations  between  nations.  In  addition,  the costs of  investing  abroad are
generally higher than in the United States,  and foreign  securities markets may
be less liquid, more volatile and less subject to governmental  supervision than
markets in the United States.

                                        4
<PAGE>

The value of Fund shares  will  usually  change in  response  to  interest  rate
fluctuations.  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.
Rating downgrades of securities held by the Fund may reduce their value.


The Fund may borrow  amounts up to  one-third  of the value of its total  assets
(including borrowings),  but it will not borrow more than 5% of the value of its
total  assets  except to  satisfy  redemption  requests  or for other  temporary
purposes.  Such  borrowings  would result in increased  expense to the Fund and,
while they are outstanding, would magnify increases or decreases in the value of
Fund shares. The Fund will not purchase  additional  portfolio  securities while
outstanding borrowings exceed 5% of the value of its total assets.


Like most  mutual  funds,  the Fund  relies on  computers  in  conducting  daily
business and processing information.  There is a concern that on January 1, 2000
some  computer  programs  will be  unable  to  recognize  the new  year and as a
consequence  computer  malfunctions will occur. Eaton Vance is taking steps that
it believes are  reasonably  designed to address this  potential  problem and to
obtain satisfactory assurance from other service providers to the Fund that they
are also taking steps to address the issue. There can, however,  be no assurance
that these steps will be sufficient  to avoid any adverse  impact on the Fund or
shareholders.  The Year  2000  concern  may also  adversely  impact  issuers  of
obligations held by the Fund.

MANAGEMENT AND ORGANIZATION


MANAGEMENT.  The Fund's  investment  adviser is Eaton Vance  Management  ("Eaton
Vance"), with offices at The Eaton Vance Building,  255 State Street, Boston, MA
02109. Eaton Vance has been managing assets since 1924 and managing mutual funds
since 1931. Eaton Vance and its  subsidiaries  currently manage over $37 billion
on behalf of mutual funds, institutional clients and individuals.


The investment  adviser manages the investments of the Fund and provides related
office facilities and personnel.  Under its investment  advisory  agreement with
the Fund,  Eaton Vance receives a monthly advisory fee of 5/96 of 1% (equivalent
to  0.625%  annually)  of the  average  daily  net  assets of the Fund up to and
including $300 million,  and 1/24 of 1%  (equivalent  to 0.50%  annually) of the
average daily net assets over $300 million.  For the fiscal year ended September
30, 1998,  the Fund paid Eaton Vance  advisory  fees  equivalent to 0.63% of its
average daily net assets.

Michael Weilheimer is the portfolio manager of the Fund (since January 1, 1996).
He also  manages  other  Eaton Vance  portfolios,  has been an employee of Eaton
Vance for more than 5 years, and is a Vice President of Eaton Vance.

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


ORGANIZATION.  The Fund is a series of a Massachusetts  business trust. The Fund
offers multiple classes of shares.  Each class represents a pro rata interest in
the Fund,  but is subject to different  expenses and rights.  Effective  July 1,
1999,  the shares offered in this  prospectus are Class A shares.  The Fund does
not hold annual shareholder meetings,  but may hold special meetings for matters
that require shareholder approval (like electing or removing trustees, approving
management  contracts or changing  investment  policies that may only be changed
with shareholder approval).

VALUING SHARES

The Fund values its shares  once each day only when the New York Stock  Exchange
is open for  trading  (typically  Monday  through  Friday),  as of the  close of
regular trading on the Exchange  (normally 4:00 p.m. eastern time). The price of
Fund  shares is their net asset  value.  Most debt  securities  are valued by an
independent pricing service.

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

                                       5
<PAGE>

PURCHASING SHARES

You may purchase Fund shares  through your  investment  dealer or by mailing the
account  application form included in this prospectus to the transfer agent (see
back cover for address).  Your initial  investment must be at least $1,000.  The
price of Fund shares is the net asset value plus a sales charge.

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

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

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

SALES CHARGES

Fund shares are offered at net asset value per share plus a sales charge that is
determined by the amount of your  investment.  The current sales charge schedule
is:

<TABLE>
<CAPTION>
                                                  Sales Charge         Sales Charge           Dealer Commission
                                                as Percentage of    as Percentage of Net      as a Percentage of
 Amount of Purchase                              Offering Price       Amount Invested          Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                   <C>                       <C>
 Less than $25,000                                   4.75%                4.99%                     4.50%
 $25,000 but less than $100,000                      4.50%                4.71%                     4.25%
 $100,000 but less than $250,000                     3.75%                3.90%                     3.50%
 $250,000 but less than $500,000                     3.00%                3.09%                     2.75%
 $500,000 but less than $1,000,000                   2.00%                2.04%                     2.00%
 $1,000,000 or more                                  0.00*                0.00*                     See Below

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

The principal  underwriter will pay a commission to investment  dealers on sales
of $1  million  or more as  follows:  1.00% on amounts of $1 million or more but
less than $3  million;  plus 0.50% on amounts  over $3 million  but less than $5
million; plus 0.25% on amounts over $5 million.  Purchases of $1 million or more
will be  aggregated  over a 12-month  period for  purposes  of  determining  the
commission. The principal underwriter may also pay commissions of up to 1.00% on
sales of Fund shares to certain tax-deferred retirement plans.

If Fund shares are purchased at net asset value  because the purchase  amount is
$1 million or more, they are subject to a 1.00% contingent deferred sales charge
("CDSC")  if  redeemed  within 12 months of  purchase.  The CDSC is based on the
lower of the net asset value at the time of purchase or the time of  redemption.
Shares  acquired  through  the   reinvestment  of   distributions   are  exempt.
Redemptions are made first from shares which are not subject to a CDSC.

REDUCING OR ELIMINATING  SALES CHARGES.  Front-end  sales charges may be reduced
under the right of  accumulation  or under a statement of  intention.  Under the
right of accumulation,  sales charges are reduced if the current market value of
your  current  holdings  (shares  at  current  offering  price),  plus  your new
purchases,  reach  $25,000 or more.  Class A shares of other  Eaton  Vance funds
owned by you can be included as part of your current  holdings for this purpose.
Under a  statement  of  intention,  purchases  of  $25,000  or more  made over a
13-month   period  are  eligible  for  reduced  sales  charges.   The  principal
underwriter  may hold 5% of the dollar  amount to be  purchased in escrow in the
form of shares  registered  in your name until the statement is satisfied or the
13-month period expires. See the account application for details.

Fund shares are offered at net asset value through certain wrap fee programs and
other programs sponsored by investment dealers that charge fees for their

                                       6
<PAGE>

services.  Ask your investment  dealer for details.  Certain persons  associated
with Eaton Vance,  other advisers to Eaton Vance funds,  the transfer agent, the
custodian and investment dealers may purchase shares at net asset value.

If you redeem shares,  you may reinvest at net asset value any portion or all of
the redemption proceeds in shares of the Fund (or in Class A shares of any other
Eaton Vance fund),  provided that the reinvestment  occurs within 60 days of the
redemption,  and the  privilege has not been used more than once in the prior 12
months.  Your account will be credited with any CDSC paid in connection with the
redemption.  Reinvestment requests must be in writing. If you reinvest, you will
be sold shares at the next determined net asset value following  receipt of your
request.

SERVICE FEES. The Fund pays service fees for personal  and/or  account  services
not exceeding .25% of average daily net assets  annually.  Service fees are paid
on Fund shares only after they have been outstanding for twelve months.

REDEEMING SHARES

You can redeem shares in any of the following ways:

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

  By Telephone          You can redeem up to $50,000 by calling the transfer
                        agent at 1-800-262-1122 on Monday through Friday, 9:00
                        a.m. to 4:00 p.m. (eastern time). Proceeds of a
                        telephone redemption can be mailed only to the account
                        address.  Shares held by corporations, trusts or certain
                        other entities, or subject to fiduciary arrangements,
                        cannot be redeemed by telephone.
  Through an
  Investment
  Dealer                Your investment  dealer is responsible for  transmitting
                        the order  promptly.  A dealer may charge a fee for this
                        service.

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

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

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

                                       7
<PAGE>

SHAREHOLDER ACCOUNT FEATURES

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

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

 .Full Reinvest Option       Dividends and capital gains are reinvested in
                            additional shares.  This option will be assigned if
                            you do not specify an option.

 .Partial                    Reinvest  Option  Dividends  are  paid in  cash  and
                            capital gains are reinvested in additional shares.

 .Cash Option                Dividends and capital gains are paid in cash.

 .Exchange                   Option Dividends and/or capital gains are reinvested
                            in  additional  shares of another  Eaton  Vance fund
                            chosen by you.  Before  selecting  this option,  you
                            must  obtain  a  prospectus  of the  other  fund and
                            consider its objectives and policies carefully.

INFORMATION FROM THE FUND.  From time to time, you may be mailed the following:

 .    Annual and  Semi-Annual  Reports,  containing  performance  information and
     financial statements.

 .    Periodic  account  statements,  showing  recent  activity  and total  share
     balance.

 .    Form 1099 and tax information needed to prepare your income tax returns.

 .    Proxy materials, in the event a shareholder vote is required.

 .    Special notices about significant events affecting your Fund.


WITHDRAWAL  PLAN. You may redeem shares on a regular  monthly or quarterly basis
by establishing a systematic withdrawal plan. Withdrawals will not be subject to
any applicable  CDSC if they do not in the aggregate  exceed 12% annually of the
account balance at the time the plan is  established.  A minimum account size of
$5,000 is required to establish a systematic  withdrawal plan. Because purchases
of Fund shares are subject to a sales  charge,  you should not make  withdrawals
from your account while you are making purchases.

TAX-SHELTERED  RETIREMENT  PLANS.  Fund  shares are  available  for  purchase in
connection with certain tax-sheltered  retirement plans. Call 1-800-225-6265 for
information.  Distributions  will  be  invested  in  additional  shares  for all
tax-sheltered retirement plans.

EXCHANGE  PRIVILEGE.  You may  exchange  your Fund  shares for Class A shares of
another Eaton Vance fund.  Exchanges are generally  made at net asset value.  If
you have held Fund shares for less than six months,  an additional  sales charge
may apply if you exchange.  If your shares are subject to a CDSC,  the CDSC will
continue to apply to your new shares at the same CDSC rate.  For purposes of the
CDSC, your shares will continue to age from the date of your original purchase.

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

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

"STREET NAME" ACCOUNTS. If your shares are held in a "street name" account at an
investment  dealer,  that dealer (and not the Fund or its  transfer  agent) will
perform all  recordkeeping,  transaction  processing and distribution  payments.
Because the Fund will have no record of your  transactions,  you should  contact
your investment  dealer to purchase,  redeem or exchange shares, to make changes
in your account, or to obtain account information. The transfer of shares in a

                                       8
<PAGE>

"street  name"  account to an account  with another  investment  dealer or to an
account  directly  with the Fund  involves  special  procedures  and you will be
required  to  obtain  historical  information  about  your  shares  prior to the
transfer. Before establishing a "street name" account with an investment dealer,
you should determine whether that dealer allows reinvestment of distributions in
"street name" accounts.

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

TAX INFORMATION


The Fund declares dividends daily and ordinarily pays distributions monthly. Any
net realized capital gains will be distributed once annually.  Your account will
be credited with dividends  beginning on the business day after the day when the
funds  used to  purchase  your  shares  are  collected  by the  transfer  agent.
Distributions will generally be taxable to shareholders as ordinary income.

A redemption  of Fund shares,  including an exchange for shares of another fund,
is a taxable  transaction.  Distributions  of any  long-term  capital  gains are
taxable  as  long-term  gains.  A portion  of the  Fund's  distributions  may be
eligible for the corporate dividends-received deduction.


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

                                       9

<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
                                                                               YEAR ENDED SEPTEMBER 30,
                                                              -------------------------------------------------------
                                                                 1998       1997       1996       1995        1994
                                                              -------------------------------------------------------
<S>                                                           <C>        <C>        <C>        <C>        <C>
  Net asset value - Beginning of year                          $   8.70   $   8.12   $   7.92   $   7.90    $   8.40
                                                               --------   --------   --------   --------    --------
  Income (loss) from operations
  Net investment income                                        $   0.81   $   0.79   $   0.80   $   0.82    $   0.83
  Net realized and unrealized gain (loss)                         (0.70)      0.57       0.21       0.02       (0.47)
                                                               --------   --------   --------   --------    --------
  Total income (loss) from operations                          $   0.11   $   1.36   $   1.01   $   0.84    $   0.36
                                                               --------   --------   --------   --------    --------
  Less distributions
  From net investment income                                   $  (0.78)  $  (0.77)  $  (0.80)  $  (0.82)   $  (0.81)
  In excess of net investment income(2)                              --      (0.01)     (0.01)        --       (0.05)
                                                               --------   --------   --------   --------    --------
  Total distributions                                          $  (0.78)  $  (0.78)  $  (0.81)  $  (0.82)   $  (0.86)
  Net asset value - End of year                                $   8.03   $   8.70   $   8.12   $   7.92    $   7.90
                                                                --------   --------   --------   --------    --------
  Total return(1)                                                  0.98%     17.68%     13.41%     11.25%       4.25%

  Ratios/Supplemental Data:
  Net assets, end of year (000's omitted)                      $224,960   $207,522   $143,844   $106,414    $103,482
   Ratio of net expenses to average daily net assets               1.04%      1.05%      1.07%      1.09%       1.04%
   Ratio of net investment income to average daily net assets      9.22%      9.32%      9.96%     10.50%       9.75%
  Portfolio turnover                                                141%       105%        81%        84%         70%
</TABLE>


(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value on the last day of each
     period reported. Distributions, if any, are assumed to be reinvested at the
     net asset value on the  reinvestment  date. Total return is not computed on
     an annualized basis.


(2)  The Fund has followed the Statement of Position (SOP) 93-2:  Determination,
     Disclosure and Financial  Statement  Presentation of Income,  Capital Gain,
     and  Return  of  Capital  Distribution  by  Investment  Companies.  The SOP
     requires that  differences in the recognition or  classification  of income
     between the financial  statements  and tax earnings and profits that result
     in temporary  over-distributions  for  financial  statement  purposes,  are
     classified  as  distributions  in  excess  of  net  investment   income  or
     accumulated net realized gains.

                                       10
<PAGE>

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       Investing
         for the
            21st
         Century(R)





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

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


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


      You will find and may copy  information  about the Fund at the  Securities
      and Exchange  Commission's  public reference room in Washington,  DC (call
      1-800-SEC-0330   for   information);    on   the   SEC's   Internet   site
      (http://www.sec.gov);  or upon  payment of copying  fees by writing to the
      SEC's public reference room in Washington, DC 20549-6009.

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

                       First Data Investor Services Group
                                  P.O. Box 5123
                           Westborough, MA 01581-5123
                                 1-800-262-1122



SEC File No.  811-2258                                                    IBP


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