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2013-02-04
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Eaton Vance Series Fund, Inc
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<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Investment Objective</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund’s investment objective is total return.</p>
<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Fees and Expenses of the Fund</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Example.  </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">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:</p>
<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Portfolio Turnover</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” the portfolio).  A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not
reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.</p>
<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Principal Investment Strategies</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund normally seeks its investment objective of total
return by investing significantly in securities (including fixed-income instruments), derivatives and other instruments to establish
long and short investment exposures to emerging markets. Total return is defined as income plus capital appreciation.  Under
normal conditions, the Fund invests at least 80% of its net assets in (i) fixed-income securities denominated in currencies of
emerging market countries, (ii) fixed-income instruments issued by emerging market entities or sovereign nations, and/or (iii)
derivative instruments, denominated in or based on the currencies, interest rates or issues of emerging market countries (the “80%
Policy”).  Expect as noted below, the Fund’s short investment exposures to emerging markets will not exceed 20%
of net assets and its short exposures to the euro will not exceed 30% of net assets (after netting corresponding long positions).
The Fund expects to hold U.S. Treasury, government agency and agency mortgage-backed securities (and derivatives thereon) to use
as collateral for its derivative positions and to help manage duration.  The limitations on short exposures do not apply to
positions intended to manage exposure to duration.  </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund seeks to outperform its benchmark, JPMorgan Government
Bond Index: Emerging Market (JPM GBI-EM) Global Diversified (the “Index”), however there can be no assurance that it
will do so.  Under normal market conditions, the investment adviser seeks to meet the Target Ranges set forth below for the
specified Categories over a full market cycle (typically 5-7 years); however, the Fund’s actual or realized results may be
materially higher or lower depending on market conditions and results over shorter or longer market cycles may differ. The following
Target Ranges are included to illustrate the targeted Category characteristics of the Fund.</p>
<table cellspacing="0" cellpadding="0" style="width: 100%; font-size: 9pt">
<tr>
<td style="width: 48%; font: 0.5pt Times New Roman, Times, Serif"> </td>
<td style="width: 52%; font: 0.5pt Times New Roman, Times, Serif"> </td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Category</font></td>
<td style="border-bottom: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Target Ranges</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Beta to Index</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">0.4 – 0.8</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Correlation to Index</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">0.7 – 0.9</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Return/Alpha</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Index + 0 to 2%</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Volatility</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">6 – 9%</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Country Weights</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">0 – 15%</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Number of Countries</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">20 – 50</font></td></tr>
<tr style="vertical-align: bottom; background-color: #E6E6E6">
<td style="border-right: black 1pt solid; padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">Duration</font></td>
<td style="padding-top: 2.8pt; padding-bottom: 2.8pt; text-align: center"><font style="font-size: 9pt">1 – 8 years</font></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund seeks to generate return/alpha primarily through
its country selection, currency management, trading/execution, security selection and duration decision (listed in anticipated
order of contribution, but results may differ).  </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund will have significant exposure to foreign currencies
and duration and its investments in a particular geographic region or country also may be significant.  The Fund’s investment
adviser has broad discretion to identify and invest in countries that it considers to qualify as emerging markets.  An emerging
market country is any country determined by the Fund’s investment adviser to have an emerging market economy, considering
factors such as the country’s political and economic stability, and the development of its financial and capital markets.
 The Fund does not invest in developed countries, except for purposes of hedging and investments (including through derivative
investments) in U.S. treasuries and government agency securities, and agency mortgage-backed securities (each as described above).
 The Fund currently considers the following countries to be developed: Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Greece, Iceland, Ireland, Italy, Japan, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Spain, Sweden,
Switzerland, United Kingdom and United States.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund may purchase and sell a wide variety of derivative
instruments. The Fund expects to achieve certain exposures primarily through derivative transactions, including (but not limited
to) forward foreign currency exchange contracts; futures on securities, indices, currencies, swaps and other investments; options;
and interest rate swaps, cross-currency swaps, total return swaps and credit default swaps, which may create economic leverage
in the Fund. The Fund’s use of derivatives is expected to be extensive. The Fund may engage in derivative transactions to
enhance total return, to seek to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to
change the effective duration of its portfolio, to manage certain investment risks, for speculation purposes to gain certain types
of exposures and/or as a substitute for the purchase or sale of securities or currencies. The Fund may engage in repurchase agreements,
reverse repurchase agreements and forward commitments. The Fund may invest in fixed-income securities of any credit rating, including
without limit those rated below investment grade (often referred to as junk bonds).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">In managing the Fund, the investment adviser adjusts investments
in an effort to take advantage of differences in countries, currencies, interest rates and credits based on its global macroeconomic
and political analysis. The investment adviser seeks to identify countries and currencies it believes have potential to outperform
investments in other countries and currencies, and to anticipate changes in global economies, markets, political conditions and
other factors for this purpose. The investment adviser considers the relative value for risk characteristics of prospective investments
(whether securities, currencies, derivatives or other instruments) in determining the most efficient means for achieving desired
exposures.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">For purposes of determining compliance with the Fund’s
short exposure asset tests, the absolute value of the notional amount of the long and short derivative positions is included. For
purposes of determining compliance with the Fund<font style="font-family: Arial Unicode MS">’</font>s 80% Policy, the Fund
will only include the market value of its derivative positions.</p>
<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Principal Risks</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Foreign and Emerging Market Investment Risk.<font style="font-family: Arial, Helvetica, Sans-Serif"> </font>Because
the Fund invests a significant portion of its assets in foreign instruments, the value of Fund shares can be adversely affected
by changes in currency exchange rates and political, economic and market developments abroad.  In emerging or less developed
countries, these risks can be more significant.  Investment markets in emerging market countries are typically substantially
smaller, less liquid and more volatile than the major markets in developed countries.  As a result, Fund share values may
be more volatile than if the Fund invested only in developed markets.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Emerging market countries may have relatively unstable governments
and economies.  Emerging market investments often are subject to speculative trading, which typically contributes to volatility.
 Trading in foreign and emerging markets typically involves higher expense than trading in the United States. The Fund may
have difficulties enforcing its legal or contractual rights in a foreign country. The value of investments denominated in foreign
currencies can be adversely affected by changes in foreign currency exchange rates.  </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Market Risk.  Economic and other events (whether real
or perceived) can reduce the demand for investments held by the Fund, which may reduce their market prices and cause the value
of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted.  Certain securities and other investments
held by the Fund can experience downturns in trading activity and, at such times, the supply of such instruments in the market
may exceed the demand.  At other times, the demand for such instruments may exceed the supply in the market.  An imbalance
in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, wider trading
spreads and a lack of price transparency in the market.  No active trading market may exist for certain investments, which
may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate
such assets. Adverse market conditions may impair the liquidity of some actively traded investments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Derivatives Risk. <i> </i>The use of derivatives can
lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative,
due to failure of a counterparty or due to tax or regulatory constraints.  Derivatives may create economic leverage in the
Fund, which magnifies the Fund’s exposure to the underlying investment. Derivatives risk may be more significant when derivatives
are used to enhance return or as a substitute for a cash investment position, rather than solely to hedge the risk of a position
held by the Fund.  When derivatives are used to gain or limit exposure to a particular market or market segment, their performance
may not correlate as expected to the performance of such market thereby causing the Fund to fail to achieve its original purpose
for using such derivatives. The use of derivatives involves the exercise of specialized skill and judgment, and a transaction may
be unsuccessful in whole or in part because of market behavior or unexpected events.  Derivative instruments may be difficult
to value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument.
 If a derivative’s counterparty is unable to honor its commitments, the value of Fund shares may decline and the Fund
could experience delays in the return of collateral or other assets held by the counterparty.  The loss on derivative transactions
may substantially exceed the initial investment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Risk of Leveraged Transactions.  Certain Fund transactions
may give rise to a form of leverage.  Such transactions may include, among others, reverse repurchase agreements, dollar rolls,
borrowing, loans of portfolio securities and the use of when-issued, delayed delivery or forward commitment transactions, short
sales and certain derivative transactions.  The Fund is required to segregate liquid assets or otherwise cover the Fund’s
obligation created by a transaction that may give rise to leverage.  The use of leverage may cause the Fund to liquidate portfolio
positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.  Leverage
may cause the Fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect
of any increase or decrease in the value of the Fund’s portfolio securities.  The loss on leveraged transactions may
substantially exceed the initial investment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Credit Risk.<i>  </i>Investments in debt obligations<i>
</i>are subject to the risk of non-payment of scheduled principal and interest.  Changes in economic conditions or other circumstances
may reduce the capacity of the party obligated to make principal and interest payments on such instruments and may lead to defaults.
Such non-payments and defaults may reduce the value of Fund shares and income distributions. The value of a debt obligation also
may decline because of concerns about the issuer’s ability to make principal and interest payments. In addition, the credit
ratings of fixed income securities may be lowered if the financial condition of the party obligated to make payments with respect
to such instruments changes.  Credit ratings assigned by rating agencies are based on a number of factors and do not necessarily
reflect the issuer’s current financial condition or the volatility or liquidity of the security.  In the event of bankruptcy
of the issuer of fixed income securities, the Fund could experience delays or limitations with respect to its ability to realize
the benefits of any collateral securing the instrument. In order to enforce its rights in the event of a default, bankruptcy or
similar situation, the Fund may be required to retain legal or similar counsel.  This may increase the Fund’s operating
expenses and adversely affect net asset value.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Interest Rate Risk.  As interest rates rise, the value
of fixed income investments is likely to decline.  Conversely, when interest rates decline, the value of fixed income investments
is likely to rise.  Securities with longer durations are more sensitive to changes in interest rates than those with shorter
durations, making them more volatile.  A rising interest rate environment may extend the average life of mortgages or other
asset-backed receivables underlying mortgage-backed or asset-backed securities. This extension increases the risk of depreciation
due to future increases in market interest rates.  In a declining interest rate environment, prepayment of callable income
investments may increase.  In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Risk of Lower Rated Investments.<i> </i> Investments
rated below investment grade and comparable unrated investments (“junk bonds”) have speculative characteristics because
of the credit risk associated with their issuers.  Changes in economic conditions or other circumstances typically have a
greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they do on issuers
of higher rated investments.  An economic downturn generally leads to a higher non-payment rate, and a lower rated investment
may lose significant value before a default occurs.  Lower rated investments generally are subject to greater price volatility
and illiquidity than higher rated investments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Risk of U.S. Government-Sponsored Agencies.  Although
certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage
Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S.
Treasury.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Geographic Risk.  Because the Fund may invest significantly
in a particular geographic region or country, the value of Fund shares may be affected by events that adversely affect that region
or country and may fluctuate more than that of a fund that has less exposure to such region or country.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Risks of Repurchase Agreements and Reverse Repurchase Agreements.
 In the event of the insolvency of the counterparty to a repurchase agreement or reverse repurchase agreement, recovery of
the repurchase price owed to the Fund or, in the case of a reverse repurchase agreement, the securities sold by the Fund, may be
delayed. In a repurchase agreement, such an insolvency may result in a loss to the extent that the value of the purchased securities
decreases during the delay or that value has otherwise not been maintained at an amount equal to the repurchase price. In a reverse
repurchase agreement, the counterparty’s insolvency may result in a loss equal to the amount by which the value of the securities
sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities increases during such
a delay, that loss may also be increased. When the Fund enters into a reverse repurchase agreement, any fluctuations in the market
value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect
the market value of the Fund’s assets. As a result, such transactions may increase fluctuations in the net asset value of
the Fund’s shares. Because reverse repurchase agreements may be considered to be the practical equivalent of the Fund borrowing
funds (and the counterparty making a loan), they constitute a form of leverage. If the Fund reinvests the proceeds of a reverse
repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Fund’s yield.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Issuer Diversification Risk. The Fund is “non-diversified”
which means it may invest a greater percentage of its assets in the securities of a single issuer than funds that are “diversified.”
 Non-diversified funds face the risk of focusing investments in a small number of issuers, making them more susceptible to
risks affecting such issuers than a more diversified fund might be.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Risks Associated with Active Management.  The Fund is
an actively managed portfolio and its success depends upon the investment skills and analytical abilities of the investment adviser
to develop and effectively implement strategies to achieve the Fund’s investment objective.  Subjective decisions made
by the investment adviser may cause the Fund to incur losses or to miss profit opportunities on which it may otherwise have capitalized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">General Fund Investing Risks.  The Fund is not a complete
investment program and you may lose money by investing in the Fund.  All investments carry a certain amount of risk and there
is no guarantee that the Fund will be able to achieve its investment objective.  Annual Fund Operating Expenses expressed
as a percentage of the Fund’s average daily net assets may change as Fund assets increase and decrease, and Annual Fund Operating
Expenses may differ in the future.  Purchase and redemption activities by Fund shareholders may impact the management of the
Fund and its ability to achieve its investment objective.  In addition, the redemption by one or more large shareholders or
groups of shareholders of their holdings in the Fund could have an adverse impact on the remaining shareholders in the Fund.  Investors
in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. 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, entity or person.  Mutual funds, investment advisers, other market participants and many securities markets
are subject to rules and regulations and the jurisdiction of one or more regulators.  Changes to applicable rules and regulations
could have an adverse affect on securities markets and market participants, as well as on the Fund’s ability to execute its
investment strategy.</p>
<p style="font: 12pt Times New Roman, Times, Serif; margin: 3.75pt 0">Performance</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Performance history will be available for the Fund after the
Fund has been in operation for one calendar year.</p>
<p style="font: 12pt/12pt NewsGoth Dm BT,Times New Roman; margin-top: 4px; margin-bottom: 4px">Shareholder Fees (fees paid directly from your investment)</p>
<p style="font: 12pt/12pt NewsGoth Dm BT,Times New Roman; margin-top: 4px; margin-bottom: 4px">Annual Fund Operating Expenses (expenses you pay each year as a percentage of your investment)</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund normally seeks its investment objective of total
return by investing significantly in securities (including fixed-income instruments), derivatives and other instruments to establish
long and short investment exposures to emerging markets. Total return is defined as income plus capital appreciation.  Under
normal conditions, the Fund invests at least 80% of its net assets in (i) fixed-income securities denominated in currencies of
emerging market countries, (ii) fixed-income instruments issued by emerging market entities or sovereign nations, and/or (iii)
derivative instruments, denominated in or based on the currencies, interest rates or issues of emerging market countries (the “80%
Policy”).  Expect as noted below, the Fund’s short investment exposures to emerging markets will not exceed 20%
of net assets and its short exposures to the euro will not exceed 30% of net assets (after netting corresponding long positions).
The Fund expects to hold U.S. Treasury, government agency and agency mortgage-backed securities (and derivatives thereon) to use
as collateral for its derivative positions and to help manage duration.  The limitations on short exposures do not apply to
positions intended to manage exposure to duration.  </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">The Fund is not a complete
investment program and you may lose money by investing in the Fund. </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">Issuer Diversification Risk. The Fund is “non-diversified”
which means it may invest a greater percentage of its assets in the securities of a single issuer than funds that are “diversified.”
 Non-diversified funds face the risk of focusing investments in a small number of issuers, making them more susceptible to
risks affecting such issuers than a more diversified fund might be.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 5.6pt 0">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, entity or person. </p>
The investment adviser and administrator have agreed to reimburse the Fund's expenses to the extent that Total Annual Fund Operating Expenses exceed 0.85%. This expense reimbursement will continue through November 30, 2014. Any amendments to or a termination of this reimbursement would require written approval of the Board of Directors. The expense reimbursement relates to ordinary operating expenses only and does not include expenses such as: brokerage commissions, acquired fund fees and expenses, interest expense, taxes or litigation expenses. Amounts reimbursed may be recouped by the investment adviser and administrator during the Fund's current fiscal year to the extent actual expenses are less than the contractual expense cap during such year.