N-14

As filed with the Securities and Exchange Commission on December 23, 2009
                                                                                                                               1933 Act File No. 2-90946

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x 
Pre-Effective Amendment No. ___ ¨
Post-Effective Amendment No. ___ ¨

EATON VANCE MUTUAL FUNDS TRUST
(Exact name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

(617) 482-8260
(Registrant's Telephone Number)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement.

It is proposed that this filing will go effective on the 30^th day after filing pursuant to Rule 488 under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Shares of Beneficial Interest of Eaton Vance Cash Management Fund

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Pursuant to Rule 429, this Registration Statement relates to shares previously registered on Form N-1A (File No. 02-90946).

CONTENTS OF REGISTRATION STATEMENT ON FORM N-14

This Registration Statement consists of the following papers and documents.
Cover Sheet
Part A	-	Prospectus and Information Statement
Part B	-	Statement of Additional Information
Part C	-	Other Information
Signature Page
Exhibit Index
Exhibits

PROSPECTUS AND INFORMATION STATEMENT DATED [JANUARY 22, 2010]

Acquisition of the Assets of

EATON VANCE MONEY MARKET FUND

By and In Exchange for Shares of

EATON VANCE CASH MANAGEMENT FUND

Two International Place
Boston, Massachusetts 02110
(800) 262-1122

This Prospectus and Information Statement is being furnished to shareholders of Eaton Vance Money Market Fund (“Money Market Fund”), a series of Eaton Vance Mutual Funds Trust (the “Trust”), a Massachusetts business trust, in connection with an Agreement and Plan of Reorganization (the “Plan”). Pursuant to the Plan, Money Market Fund will receive, in exchange for all of its assets, Class B shares of Eaton Vance Cash Management Fund (“Cash Management Fund”), also a series of the Trust, and Cash Management Fund will assume all of Money Market Fund’s liabilities. Following the transfer, Cash Management Fund Class B shares will be distributed to shareholders of the Money Market Fund in liquidation of the Money Market Fund, and the Money Market Fund will be terminated. As a result, each shareholder of Money Market Fund will receive Cash Management Fund Class B shares equal in total value to their holdings in Money Market Fund, in each case calculated as of the close of regular trading on the New York Stock Exchange on the day of the reorganization contemplated by the Plan (“Reorganization”), which is expected to be on or about [February 26, 2010].

The investment objective of each Fund is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. Both Cash Management Fund and Money Market Fund are “feeder” funds investing in the same “master” fund, and as such, their portfolio holdings are substantially identical and do not differ in any material respects. Previously, Money Market Fund was available for exchange by shareholders of Classes B and C of other Eaton Vance funds. Cash Management Fund now offers Class A, B and C shares, which are available for exchange by shareholders of Class A, B and C shares, respectively, of other Eaton Vance funds. Class A shares of Cash Management Fund are also available for direct purchase. The investment adviser believes the merger of Money Market Fund into Cash Management Fund will clarify this exchange relationship and eliminate redundant fund-level expenses. Shareholders of Money Market Fund are not being asked to vote on the Plan or approve the Reorganization.

This Prospectus and Information Statement sets forth concisely the information that you should know about the Reorganization. You should read and retain this Prospectus and Information Statement for future reference. This Prospectus and Information Statement is accompanied by the Prospectus of Cash Management Fund dated December 4, 2009 (the “Cash Management Fund Prospectus”), which is incorporated by reference herein. A Statement of Additional Information dated [January 22, 2010] that relates to this Prospectus and Information Statement and contains additional information about Cash Management Fund and the Reorganization is on file with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this Prospectus and Information Statement.

The Prospectus (the “Money Market Fund Prospectus”) and the Statement of Additional Information (the “Money Market Fund SAI”) of the Money Market Fund, each dated March 1, 2009, as supplemented to date, and the Statement of Additional Information of the Cash Management Fund dated December 4, 2009 (the “Cash Management Fund SAI”) are on file with the SEC and are incorporated by reference into this Prospectus and Information Statement.

The combined Annual Report to Shareholders for Money Market Fund and Cash Management Fund, dated October 31, 2009 (the “Annual Report”), has been filed with the SEC and is incorporated by reference into this Prospectus and Information Statement.

To ask questions about this Prospectus and Information Statement, please call our toll-free number at 1-800-262-1122 Monday through Friday, 8:00 am to 6:00 pm Eastern time.

Copies of each of the documents incorporated by reference referred to above are available upon oral or written request and without charge. To obtain a copy, write to the Funds, c/o Eaton Vance Distributors, Inc., Two International Place, Boston, MA 02110, or call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. Eastern time. The foregoing documents may be obtained on the Internet at www.eatonvance.com. In addition, the SEC maintains a website at www.sec.gov that contains the documents described above, material incorporated by reference, and other information about the Money Market Fund and the Cash Management Fund.

     THIS PROSPECTUS IS FOR YOUR INFORMATION. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.

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 OF CONTENTS
	Page
SUMMARY	1
FUND EXPENSES	3
PRINCIPAL RISK FACTORS	4
REASONS FOR THE REORGANIZATION	5
INFORMATION ABOUT THE REORGANIZATION	6
HOW DO THE BUSINESS, INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND POLICIES OF
THE MONEY MARKET FUND COMPARE TO THAT OF THE CASH MANAGEMENT FUND?	9
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS	10
INFORMATION ABOUT THE FUNDS	10
CASH MANAGEMENT FUND FINANCIAL HIGHLIGHTS	11
MONEY MARKET FUND FINANCIAL HIGHLIGHTS	13
EXPERTS	15
APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION	A-1
APPENDIX B: MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE	B-1
APPENDIX C: OUTSTANDING SHARES AND 5% HOLDERS	C-1

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EATON VANCE MUTUAL FUNDS TRUST
Eaton Vance Cash Management Fund

Two International Place
Boston, Massachusetts 02110

PROSPECTUS AND INFORMATION STATEMENT
DATED [JANUARY 22, 2010]

SUMMARY

The following is a summary of certain information contained in or incorporated by reference in this Prospectus and Information Statement. This summary is not intended to be a complete statement of all material features of the Reorganization and is qualified in its entirety by reference to the full text of this Prospectus and Information Statement, the Plan and other documents referred to herein.

The Reorganization. The Trustees of the Trust have approved the Plan, which provides for the transfer of all of the assets of the Money Market Fund to Cash Management Fund in exchange for the issuance of Class B shares of Cash Management Fund and the assumption of all of Money Market Fund’s liabilities by Cash Management Fund at a closing to be held as soon as practicable after the satisfaction of all the conditions to the Reorganization, which is expected to be on or about [February 26, 2009] (the “Closing”). The Plan is attached hereto as Appendix A. The value of each shareholder’s account with Cash Management Fund immediately after the Reorganization will be the same as the value of such shareholder’s account with Money Market Fund immediately prior to the Reorganization. Following the transfer, Cash Management Fund Class B shares will be distributed to shareholders of the Money Market Fund and the Money Market Fund will be terminated. As a result of the Reorganization, each shareholder of the Money Market Fund will receive full and fractional Cash Management Fund Class B shares equal in value at the close of regular trading on the New York Stock Exchange on the Closing date to the value of such shareholder’s shares of the Money Market Fund. At or prior to the Closing, the Money Market Fund shall declare a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of its investment company taxable income, its net tax-exempt interest income, and all of its net capital gains, if any, realized for the taxable year ending at the Closing. The Trustees, including the Trustees who are not “interested persons” of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”), have determined that the interests of existing shareholders of each Fund will not be diluted as a result of the transaction contemplated by the Reorganization and that the Reorganization is in the best interests of shareholders of the Money Market Fund and the Cash Management Fund.

Background for the Reorganization. In approving the Plan, the Trustees of the Trust considered a number of factors, including the proposed terms of the Reorganization. The Trustees considered that, among other things and in light of the Money Market Fund’s small size and its similarities to Cash Management Fund, combining the Funds should reduce redundant expenses and, as a result, potentially increase the investment return to Money Market Fund shareholders. The Trustees also considered possible alternatives to the Reorganization, including retaining the two separate Funds, and determined that the Reorganization was the best available solution for addressing the redundant expenses and will conform the Funds to a multiple class format, which is common in the mutual fund industry. In particular, the Trustees concluded that the merger of Money Market Fund into Class B shares of Cash Management Fund would permit Money Market Fund shareholders to continue a substantially identical investment in an expected tax-free transaction and with likely lower internal ongoing costs.

Objectives, Restrictions and Policies. The investment objective of each Fund is identical. Each Fund has substantially identical fundamental and non-fundamental investment policies and restrictions. Both Cash Management Fund and Money Market Fund are “feeder” funds investing in the same “master” fund. In a master-feeder structure, each feeder fund invests all or substantially all of its assets in a single master fund, which directly holds a portfolio of investments. The master fund in which the Funds invest their assets, Cash

Management Portfolio, is sometimes referred to herein as the “Portfolio.” Because each Fund invests in the same Portfolio, their portfolio holdings are substantially identical and do not differ in any material respects. On October 19, 2009, the Trustees of the Funds and the Portfolio approved a change to the investment policies of the Funds and the Portfolio to provide that each will invest would invest substantially all (and in no event less than 80%) of its net assets in high quality, short-term money market instruments that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements with respect to such instruments. Implementation of this change is expected to be completed on or about March 1, 2010.

Fund Fees, Expenses and Services. The Portfolio pays the investment adviser, Boston Management and Research (“BMR”), a wholly owned subsidiary of Eaton Vance Management (“Eaton Vance”), an investment advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio up to $1 billion and at reduced schedules thereafter. After the Reorganization, the Portfolio will be collapsed and Cash Management Fund will manage its investments directly (and not through a master-feeder structure) and will adopt the Portfolio’s investment advisory agreement. There will be no changes to the advisory fee rate payable as a result of the Reorganization or the subsequent collapse of the Portfolio. Eaton Vance serves as the administrator of both Funds, but does not currently receive a fee from either Fund for such services. There is no current intention to implement an administration fee for Cash Management Fund after the Reorganization.

Pursuant to Rule 12b-1 of the 1940 Act, Money Market Fund pays a distribution fee for the sale and distribution of shares at an annual rate of 0.75% of the Fund’s average daily net assets and a service fee for personal and/or shareholder account services at an annual rate of 0.15% of average daily net assets on shares outstanding for one year or more. Class B shares of Cash Management Fund have the same distribution and services fees as Money Market Fund. Although there is no present intention to do so, the Funds could pay service fees of up to 0.25% annually upon Trustee approval.

Cash Management Fund (total net assets of approximately $178.58 million as of October 31, 2009) is significantly larger than Money Market Fund (total net assets of approximately $81.56 million as of October 31, 2009). As described below, Cash Management Fund has a lower total expense ratio than Money Market Fund. As the result of the Reorganization, the Money Market Fund’s shareholders are expected to benefit from Cash Management Fund’s lower expense ratio.

As a result of the Reorganization, shareholders of Money Market Fund would receive Class B shares of Cash Management Fund. The services and features of Class B shares of Cash Management Fund are substantially the same as those of Money Market Fund, except that Class B shares of Cash Management Fund will convert to the lower cost Class A shares of such Fund eight years after their initial purchase. Money Market Fund does not have a conversion feature.

Distribution Arrangements. Class A shares of Cash Management Fund are sold on a continuous basis by Eaton Vance Distributors, Inc. (“EVD”), the Funds’ principal underwriter, while Class B and Class C shares of Cash Management Fund are only offered as an exchange to shareholders of other Eaton Vance funds. Shares of Money Market Fund were sold on a best efforts basis by EVD, and were principally offered as an exchange to shareholders of other Eaton Vance funds. Effective after the close of business on December 4, 2009, shares of Money Market Fund are no longer available for direct investment. Class A shares of Cash Management Fund are sold at net asset value. Class B and Class C shares of Cash Management Fund are sold at net asset value subject to a contingent deferred sales charge (“CDSC”). For purposes of the CDSC, Fund shares continue to age from the date of original purchase. Shares of Money Market Fund were sold at net asset value subject to a CDSC on the same schedule as Class B shares of Cash Management Fund. In the Reorganization, Money Market Fund shareholders will receive Class B shares of Cash Management Fund. Class A and Class C shares of Cash Management Fund will not be offered in connection with the Reorganization. Shareholders receiving Class B shares of Cash Management Fund in the Reorganization will be given credit for their holding period in the Money Market Fund in determining any applicable CDSC and the date of conversion of their Class B shares to Class A shares.

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Redemption Procedures, Exchange Privileges and Conversion Feature. Class A shares of Cash Management Fund may be exchanged for Class A shares of other Eaton Vance funds. These exchanges are made at the public offering price (which generally includes the sales charge applicable to Class A shares), unless the shares were acquired as the result of an exchange from Class A of another Eaton Vance fund. In such case, the exchange generally will be made at net asset value. Class B and Class C shares of Cash Management Fund may be exchanged for Class B and Class C shares, respectively, of other Eaton Vance funds at net asset value. Existing Money Market Fund shares may be exchanged for Class B and Class C shares of other Eaton Vance funds at net asset value, unless such shares were acquired in exchange for Class C shares of another Eaton Vance fund, in which case such shares may only be exchanged for Class C shares of another Eaton Vance fund.

Each Fund offers the same redemption features pursuant to which proceeds of a redemption are remitted by wire or check after prompt receipt of proper documents, including signature guarantees.

Class B shares of Cash Management Fund convert to Class A shares approximately eight years after they were purchased. Class A shares have lower ongoing expenses than Class B shares. Money Market Fund did not offer such a conversion feature. Eligible Class B shares will convert to Class A shares within 60 days after the Reorganization.

Tax Consequences. Money Market Fund expects to obtain an opinion of counsel that the Reorganization will be tax-free for federal income tax purposes. As such, Money Market Fund’s shareholders will not recognize a taxable gain or loss on the receipt of Class B shares of Cash Management Fund in liquidation of their interest in Money Market Fund. Their tax basis in Cash Management Fund shares received in the Reorganization will be the same as their tax basis in the Money Market Fund shares, and the tax holding period will be the same. Furthermore, it is not anticipated that the Reorganization will preclude utilization of any of the capital loss carryovers of any Fund.

FUND EXPENSES

Expenses shown are those for the fiscal year ended October 31, 2009 and on a pro forma basis giving effect to the Reorganization as of such date.

Fund Fees and Expenses
Shareholder Fees	Cash Management Fund
(fees paid directly from your investment)	Class A	Class B	Class C	Money Market Fund
Maximum Sales Charge (Load)	None	None	None	None
Maximum Deferred Sales Charge (Load)	None	5.00%	1.00%	5.00%
(as a percentage of the lower of net asset
value at time of purchase or redemption)
Maximum Sales Charge Imposed on	None	None	None	None
Reinvested Distributions

Annual Fund Operating Expenses (expenses that are deducted from Fund and Portfolio assets)

					Money
		Cash Management Fund			Market Fund	Pro Forma Combined Fund(1)
		Class A	Class B	Class C		Class A	Class B	Class C
Management Fees		0.49%	0.49%	0.49%	0.49%	0.49%	0.49%	0.49%
Distribution and Service (12b-
1) Fees		n/a	0.90%	0.90%	0.88%	n/a	0.90%	0.90%
Other Expenses(2)		0.27%	0.27%	0.27%	0.34%	0.25%	0.25%	0.25%
Total Annual Fund	Operating
Expenses		0.76%	1.66%	1.66%	1.71%	0.74%	1.64%	1.64%

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⁽¹⁾ Pro Forma Combined Fund reflects the pro forma (estimated) fees and expenses of Cash Management Fund after giving effect to the Reorganization. Pro Forma Combined Fund assumes investments are managed directly at the Cash Management Fund level (and not through a master-feeder structure). As described above, the Portfolio will be collapsed following the Reorganization.

⁽²⁾ Other Expenses are based on each Fund’s expenses for the past fiscal year.

Example. This Example is intended to help you compare the cost of investing in the Pro Forma Combined Fund after the Reorganization with the cost of investing in the Funds without the Reorganization. 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 as stated in the Fund Fees and Expenses table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Money Market Fund	$674	$939	$1,128	$2,019
Cash Management Fund
Class A shares	$ 78	$243	$ 422	$ 942
Class B shares*	$669	$923	$1,102	$1,725
Class C shares	$269	$523	$ 902	$1,965
Pro Forma Combined Fund
Class A shares	$ 76	$237	$ 411	$ 918
Class B shares*	$667	$917	$1,092	$1,703
Class C shares	$267	$517	$ 892	$1,944
You would pay the following expenses if you did not redeem your shares:
	1 Year	3 Years	5 Years	10 Years
Money Market Fund	$174	$539	$928	$2,019
Cash Management Fund
Class A shares	$ 78	$243	$422	$ 942
Class B shares*	$169	$523	$902	$1,725
Class C shares	$169	$523	$902	$1,965
Pro Forma Combined Fund
Class A shares	$ 76	$237	$411	$ 918
Class B shares*	$167	$517	$892	$1,703
Class C shares	$167	$517	$892	$1,944

*Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years.

PRINCIPAL RISK FACTORS

As discussed above, the Funds have identical investment objectives and substantially identical investment policies and restrictions and, as such, are subject to substantially similar types of risks. An investment in a Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each Fund seeks to maintain a net asset value of $1.00 per share, there can be no assurance that it will be able to do so and it is possible to lose money by investing in a Fund. For a description of the principal risks of investing in the Funds, see “Investment Objectives & Principal Policies and Risks” in the Cash Management Fund Prospectus (enclosed herewith) and the Money Market Fund Prospectus, both of which are incorporated herein by reference. Shareholders should consult the Funds’ Prospectuses and SAIs for a more thorough comparison.

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REASONS FOR THE REORGANIZATION

The Reorganization has been considered by the Board of Trustees of the Trust. In reaching their decision to approve the Reorganization, the Trustees, including the Independent Trustees, concluded that the Reorganization would be in the best interests of each Fund’s shareholders and that the interests of existing shareholders would not be diluted as a consequence thereof. In making this determination, the Trustees considered a number of factors, including the following:

• Objectives, Restrictions and Policies. Because Money Market Fund and Cash Management Fund both invest exclusively in the Portfolio, they have identical investment objectives and substantially identical restrictions and policies.
• Effect on Fund Fees, Expenses and Services. The Cash Management Fund is significantly larger than the Money Market Fund. As described above, CMF and MMF are expected to realize cost savings as a result of the Reorganization and the subsequent collapse of the Portfolio, after which Cash Management Fund will manage its investments directly (and not through a master-feeder structure).
  The services and features of Class B shares of Cash Management Fund are substantially the same as those of Money Market Fund, except that Class B shares of Cash Management Fund will convert to the lower cost Class A shares of such Fund eight years after their initial purchase. Money Market Fund does not have a conversion feature.
• Costs of the Reorganization. As noted above, Eaton Vance expects to bear the costs of the Reorganization, including printing and mailing costs. These costs are estimated at approximately $25,000.
• Tax Consequences. Money Market Fund will seek to obtain an opinion of counsel that the Reorganization will be tax-free for federal income tax purposes. As such, the Money Market Fund shareholders will not recognize a taxable gain or loss on the receipt of shares of the Cash Management Fund in liquidation of their interests in the Money Market Fund. Their tax basis in Cash Management Fund shares received in the Reorganization will be the same as their tax basis in the Money Market Fund shares, and the tax holding period will be the same. Cash Management Fund’s tax basis for the assets received in the Reorganization will be the same as the Money Market Fund’s basis immediately before the Reorganization, and Cash Management Fund’s tax holding period for those assets will include Money Market Fund’s holding period. Furthermore, it is not anticipated that the Reorganization will preclude utilization of any of the capital loss carryovers of any Fund. Shareholders should consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. For more information, see “Information About the Reorganization – Federal Income Tax Consequences.”
• Relative Performance. Because both Cash Management Fund and Money Market Fund invest in the Portfolio, the Funds’ portfolio holdings are substantially identical and do not differ in any material respects. The differences in the Fund’s returns are attributable to the higher expenses of Money Market Fund. For the seven-day period ended October 31, 2009, the current and effective yields of Cash Management Fund and Money Market Fund were 0.00%.
• No Dilution. After the Reorganization, each former shareholder of the Money Market Fund will own Class B shares of Cash Management Fund equal to the aggregate value of his or her shares of the Money Market Fund immediately prior to the Reorganization. Because Class B shares of Cash Management Fund will be issued at the per share net asset value of the Fund in exchange for the assets of the Money Market Fund, that, net of the liabilities of the Money Market Fund assumed by Cash Management Fund, will equal the aggregate value of those shares, the net asset value per share of Cash Management Fund will be unchanged. Thus, the Reorganization will not result in any dilution to shareholders of either Fund.

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• Impact on Eaton Vance. There will be no changes to the advisory fee rate payable as a result of the Reorganization and no material impact on Eaton Vance.

INFORMATION ABOUT THE REORGANIZATION

At a meeting held on December 14, 2009, the Board of Trustees of the Trust approved the Plan in the form set forth as Appendix A to this Prospectus and Information Statement. The summary of the Plan is not intended to be a complete statement of all material features of the Plan and is qualified in its entirety by reference to the full text of the Plan attached hereto as Appendix A.

Agreement and Plan of Reorganization. The Plan provides that, at the Closing, the Trust shall transfer all of the assets of the Money Market Fund and assign all liabilities to Cash Management Fund, and Cash Management Fund shall acquire such assets and shall assume such liabilities upon delivery by Cash Management Fund to the Money Market Fund on the Closing date of Class B Cash Management Fund shares (including, if applicable, fractional shares). The value of Class B shares issued to Money Market Fund by Cash Management Fund will be the same as the value of shares that Money Market Fund has outstanding on the Closing date. Cash Management Fund Class B shares received by Money Market Fund will be distributed to Money Market Fund’s shareholders, with such shareholders receiving Class B shares of Cash Management Fund equal in value to those of the Money Market Fund held by such shareholder.

Cash Management Fund will assume all liabilities, expenses, costs, charges and reserves of Money Market Fund on the Closing date. At or prior to the Closing, Money Market Fund shall declare a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to Money Market Fund’s shareholders all of Money Market Fund’s investment company taxable income and net capital gain, if any, realized (after reduction for any available capital loss carry-forwards) in all taxable years ending at or prior to the Closing.

At or as soon as practicable after the Closing, Money Market Fund shall liquidate and distribute pro rata to its shareholders of record as of the close of trading on the New York Stock Exchange on the Closing date the full and fractional Cash Management Fund Class B shares equal in value to the Money Market Fund’s shares exchanged. Such liquidation and distribution will be accomplished by the establishment of shareholder accounts on the share records of Cash Management Fund in the name of each shareholder of Money Market Fund, representing the respective pro rata number of full and fractional Cash Management Fund Class B shares due such shareholder. All of Cash Management Fund’s future distributions attributable to the shares issued in the Reorganization will be paid to shareholders in cash or invested in additional shares of Cash Management Fund at the price in effect as described in Cash Management Fund’s prospectus on the respective payment dates in accordance with instructions previously given by the shareholder to the Fund’s transfer agent.

Any transfer taxes payable on issuance of shares of Cash Management Fund in a name other than that of the registered holder of the shares on the books of Money Market Fund as of the time of transfer will be paid by the person to whom those shares are to be issued as a condition of the transfer. Any reporting responsibility of Money Market Fund will continue to be its responsibility up to and including the Closing date and thereafter until it is dissolved.

The consummation of the Plan is subject to the conditions set forth therein. The Plan may be terminated at any time prior to the consummation of the Reorganization without liability on the part of either party or its respective officers, trustees or shareholders, by either party on written notice to the other party if certain specified representations and warranties or conditions have not been performed or do not exist on or before December 31, 2010. The Plan may be amended by written agreement of its parties without shareholder approval and the parties may waive without shareholder approval any default by the other or any failure to satisfy any of the conditions to its obligations.

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Costs of the Reorganization. Eaton Vance will bear the costs of the Reorganization, including legal, printing and mailing costs. The costs of the Reorganization are estimated at approximately $25,000.

Description of Cash Management Fund Shares. Full and fractional Class B shares of Cash Management Fund will be distributed to the Money Market Fund’s shareholders in accordance with the procedures under the Plan as described above. Each Cash Management Fund Class B share will be fully paid, non-assessable when issued and transferable without restrictions and will have no preemptive or cumulative voting rights and have only such conversion or exchange rights as the Trustees may grant in their discretion.

Federal Income Tax Consequences. It is expected that the Reorganization will qualify as a tax-free transaction under Section 368(a) of the Internal Revenue Code, which is expected to be confirmed by the legal opinion of K&L Gates LLP at the Closing. Accordingly, shareholders of Money Market Fund will not recognize any capital gain or loss and Money Market Fund’s assets and capital loss carry-forwards should be transferred to Cash Management Fund without recognition of gain or loss.

It is possible, however, that the Reorganization may fail to satisfy all of the requirements necessary for tax-free treatment, in which event the transaction will nevertheless proceed on a taxable basis. In this event, the Reorganization will result in the recognition of gain or loss to Money Market Fund’s shareholders depending upon their tax basis (generally, the original purchase price) for their Money Market Fund shares, which includes the amounts paid for shares issued in reinvested distributions, and the net asset value of Class B shares of Cash Management Fund received in the Reorganization. Shareholders of Money Market Fund would, in the event of a taxable transaction, receive a new tax basis in the Class B shares they receive of Cash Management Fund (equal to their initial value) for calculation of gain or loss upon their ultimate disposition and would start a new holding period for such shares.

Shareholders should consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, shareholders should also consult their tax advisers as to state and local tax consequences, if any.

Capitalization. The following table (which is unaudited) sets forth the capitalization of Money Market Fund and Cash Management Fund as of October 31, 2009, and on a pro forma basis as of that date giving effect to the acquisition of assets of the Money Market Fund at net asset value. Information is not presented for Cash Management Fund on a per class basis, as the Fund only offered one class of shares as of October 31, 2009.

	Net Assets	Net Asset Value per Share(1)	Shares Outstanding
Cash Management Fund	$178,584,136	$1.00	178,844,417
Money Market Fund	$ 81,560,956	1.00	81,512,818
Pro Forma Combined
Class A	$178,584,136	1.00	178,844,417
Class B	$ 81,560,956	1.00	81,512,818

⁽¹⁾ Rounded to two decimal places.

Performance Information. The following bar charts and table provide information about Money Market Fund’s and Cash Management Fund’s performance for each of the past ten calendar years through December 31, 2008. The returns in the bar charts do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. Returns are for Class A shares of Cash Management Fund; no performance is shown for Class B and Class C shares because they had not been offered as of December 31, 2008. Although past performance is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.

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Money Market Fund

During the ten years ended December 31, 2008, Money Market Fund’s highest quarterly total return was 1.44% for the quarter ended December 31, 2000, and its lowest quarterly return was 0.00% for the quarter ended September 30, 2004. Money Market Fund’s annualized current and effective yields for the seven-day period ended October 31, 2008 were 0.82%. For the seven-day period ended November 30, 2009, such yields were 0.00%. Money Market Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero. This undertaking may be withdrawn at any time and is subject to recoupment. For current yield information call 1-800-262-1122. Performance is for the stated time period only; due to market volatility Money Market Fund’s current performance may be lower or higher.

Cash Management Fund

During the ten years ended December 31, 2008, Cash Management Fund’s highest quarterly total return was 1.49% for the quarter ended September 30, 2000, and its lowest quarterly return was 0.06% for the quarter ended June 30, 2004. Cash Management Fund’s annualized current and effective yields for the seven-day period ended October 31, 2008 were 1.67% and 1.68%, respectively. For the seven-day period ended November 30, 2009, such yields were 0.00%. Cash Management Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero. This undertaking may be withdrawn at any time and is subject to recoupment. For current yield information call 1-800-262-1122. Performance is for the stated time period only; due to market volatility Cash Management Fund’s current performance may be lower or higher.

Average Annual Total Return as of
December 31, 2008	One Year	Five Years	Ten Years
Cash Management Fund	2.40%	2.93%	2.96%
Money Market Fund	–3.54%	1.63%	2.09%

The returns for Money Market Fund reflect the applicable sales charge. Total returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. The Funds’ past performance is no guarantee of future results. An investment in the Funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Management’s Discussion of Fund Performance. The total returns of Cash Management Fund and the factors that materially affected the Fund’s performance during the most recent fiscal year are contained in its Annual Report for the year ended October 31, 2009, which is incorporated by reference into this Prospectus and Information Statement and relevant portions of which are attached hereto as Appendix B.

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The performance of Money Market Fund is described under the captions “Performance” and “Portfolio Composition” in its Annual Report for the year ended October 31, 2009, which was previously mailed to Money Market Fund shareholders.

HOW DO THE BUSINESS, INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND POLICIES OF THE MONEY MARKET FUND COMPARE TO THAT OF THE CASH MANAGEMENT FUND?

Each Fund is a diversified series of the Trust. As described in the “Summary,” the investment objective of each Fund is identical. Each Fund has substantially identical fundamental and non-fundamental investment policies and restrictions. Each Fund currently seeks to meet its investment objective by investing in Cash Management Portfolio, a separate open-end investment company that has the same objective and policies as the Funds. Because each Fund invests in the same Portfolio, their portfolio holdings are substantially identical and do not differ in any material respects. Following the Reorganization, the Portfolio will be collapsed and Cash Management Fund will manage its investments directly at the fund level (and not through a master-feeder structure).

	Money Market Fund	Cash Management Fund
Business	A diversified money market mutual fund.	Same
Investment	Seeks to provide as high a rate of income as may	Same
Objective	be consistent with preservation of capital and
	maintenance of liquidity.
Investment	Invests in high quality, U.S. dollar-denominated	Same
Policy(1)	money market instruments of domestic and
	foreign issuers, including U.S. Government
	securities and prime commercial paper. May
	also invest in high grade short-term obligations
	other than prime commercial paper as well as
	certificates of deposit, bankers’ acceptances and
	other short-term securities issued by domestic or
	foreign banks or their subsidiaries or branches.
	May invest without limit in U.S. dollar
	denominated obligations of foreign issuers,
	including foreign banks.
Investment	Boston Management and Research (“BMR”), a	Same
Adviser(2)	subsidiary of Eaton Vance, with offices at Two
	International Place, Boston, MA 02110
Administrator	Eaton Vance	Same
Distributor	Eaton Vance Distributors, Inc.	Same

⁽¹⁾ On October 19, 2009, the Trustees of the Funds and the Portfolio approved a change to the investment policies of the Funds and the Portfolio to provide that each will invest would invest substantially all (and in no event less than 80%) of its net assets in high quality, short-term money market instruments that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements with respect to such instruments. Implementation of this change is expected to be completed on or about March 1, 2010. ⁽²⁾ BMR currently serves as investment adviser to the Portfolio. Following the Reorganization and subsequent collapse of the Portfolio, Cash Management Fund will adopt the Portfolio’s investment advisory agreement with BMR.

More complete information regarding the Funds’ investment objectives and policies is set forth in the Cash Management Fund Prospectus (enclosed herewith) and the Money Market Fund Prospectus, both of which are incorporated herein by reference, and in the Cash Management Fund SAI and Money Market Fund SAI,

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both of which have been filed with the SEC and are incorporated herein by reference. Shareholders should consult such Prospectuses and SAIs for a more thorough comparison.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

General. Money Market Fund and Cash Management Fund are each a separate series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust, governed by a Declaration of Trust dated May 17, 1984, as amended from time to time, and by applicable Massachusetts law.

Shareholder Liability. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust, including its other series. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the trust and other series of the trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the trust or the trustees. Indemnification out of the trust property for all losses and expenses of any shareholder held personally liable by virtue of his or her status as such for the obligations of the trust is provided for in the Declaration of Trust and By-Laws. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered to be remote because it is limited to circumstances in which the respective disclaimers are inoperative and the series would be unable to meet their respective obligations.

Copies of the Declaration of Trust may be obtained from the Trust upon written request at its principal office or from the Secretary of the Commonwealth of Massachusetts.

INFORMATION ABOUT THE FUNDS

Information about Cash Management Fund is included in the current Cash Management Fund Prospectus, a copy of which is included herewith and incorporated by reference herein. Additional information about Cash Management Fund is included in the Cash Management Fund SAI, which has been filed with the SEC and is incorporated by reference herein. Information concerning the operation and management of the Money Market Fund is incorporated herein by reference from the Money Market Fund Prospectus and Money Market Fund SAI. Copies may be obtained without charge on Eaton Vance’s website at www.eatonvance.com, by writing Eaton Vance Distributors, Inc., Two International Place, Boston, MA 02110 or by calling 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. Eastern time.

You will find and may copy information about each Fund (including the statement of additional information and shareholder reports): at the Securities and Exchange Commission’s public reference room in Washington, DC (call 1-202-942-8090 for information on the operation of the public reference room); on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov); or, upon payment of copying fees, by writing to the SEC’s public reference section, 100 F Street NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

The Trust, on behalf of each Fund, is currently subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files proxy material, reports and other information with the SEC. These reports can be inspected and copied at the SEC’s public reference section, 100 F Street NE, Washington, DC 20549-0102, as well as at the following regional offices: New York Regional Office, 3 World Financial Center, Suite 400, New York, NY 10281-1022; and Chicago Regional Office, 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549 at prescribed rates.

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CASH MANAGEMENT FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand Cash Management 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 at net asset value. This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, except that information for the year ended December 31, 2006 and all prior periods presented was audited by another independent registered public accounting firm. The report of Deloitte & Touche LLP and Cash Management Fund’s financial statements are incorporated herein by reference and included in Cash Management Fund’s Annual Report for the year ended October 31, 2009, which is available upon request.

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			Cash Management Fund
	Year Ended		Period Ended
	October 31,		October 31,		Year Ended October 31,
	2009	2008	2007(1)	2006	2005	2004
Net asset value - Beginning of period	$ 1.000	$1.000	$1.000	$ 1.000	$1.000	$1.000
Income (Loss) From Operations
Net investment income	$ 0.002	$0.030	$0.040	$ 0.043	$0.024	$0.006
Less Distributions
From net investment income	$ (0.002)	$ (0.030)	$ (0.040)	$ (0.043)	$ (0.024)	$ (0.006)
Tax return of capital	$ (0.000)(9)	–	–	–	–	–
Total distributions	$ (0.002)	$ (0.030)	$ (0.040)	$ (0.043)	$ (0.024)	$ (0.006)
Net asset value - End of period	$ 1.000	$1.000	$1.000	$ 1.000	$1.000	$1.000
Total Return(2)	0.17%	3.02%	4.04%(3)	4.40%(4)	2.48%(4)	0.60%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$178,584	$342,517	$174,122	$119,983	$94,969	$98,165
Ratios (as a percentage of average daily net assets):
Expenses(5)(6)	0.58%(7)	0.58%	0.62%(8)	0.75%	0.80%	0.79%
Net investment income	0.23%	2.90%	4.82%(8)	4.32%	2.46%	0.60%

(1)	For the ten months ended October 31, 2007. The Fund changed its fiscal year end from December 31 to October 31.
(2)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.
(3)	Not annualized.
(4)	During the years ended December 31, 2006 and 2005, the investment adviser reimbursed the Fund, through its investment in the Portfolio, for net losses realized on the disposal of investments which did not meet the Portfolio’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the years ended December 31, 2006 and 2005.
(5)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(6)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(7)	The investment adviser waived a portion of its investment adviser fee of the Portfolio and a portion of Fund expenses (equal to 0.18% of average daily net assets for the year ended October 31, 2009). Absent this waiver, total return would have been lower.
(8)	Annualized.
(9)	Amount represents less than $0.0005 per share.

MONEY MARKET FUND FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand Money Market 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 at net asset value. This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, except that information for the year ended December 31, 2006 and all prior periods presented was audited by another independent registered public accounting firm. The report of Deloitte & Touche LLP and Money Market Fund’s financial statements are incorporated herein by reference and included in Money Market Fund’s Annual Report for the year ended October 31, 2009, which is available upon request.

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			Money Market Fund
			Period
			Ended
	Year Ended October 31,		October 31,		Year Ended October 31,
	2009	2008	2007(1)	2006	2005	2004
Net asset value - Beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000
Income (Loss) From Operations
Net investment income	$ 0.000(2)	$ 0.020	$ 0.031	$ 0.033	$ 0.014	$ 0.001
Less Distributions
From net investment income	$ 0.000(2)	$ (0.020)	$ (0.031)	$ (0.033)	$ (0.014)	$ (0.001)
Total distributions	$ 0.000(2)	$ (0.020)	$ (0.031)	$ (0.033)	$ (0.014)	$ (0.001)
Net asset value - End of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000
Total Return(3)	0.02%	2.04%	3.16%(10)	3.32%(5)	1.45%(5)	0.05%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$81,561	$150,794	$66,507	$42,098	$48,339	$67,885
Ratios (as a percentage of average daily net assets):
Expenses(6)(7)	0.78%(8)	1.54%	1.66%(9)	1.80%	1.82%	1.31%(4)
Net investment income	0.03%	1.90%	3.78%(9)	3.30%	1.40%	0.04%

(1)	For the ten months ended October 31, 2007. The Fund changed its fiscal year end from December 31 to October 31.
(2)	Amount represents less than $0.0005 per share.
(3)	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of slaes charges.
(4)	The principal underwriter voluntarily waived a portion of its distribution fee and the administrator subsidized certain operating expenses (equal to 0.40% of average daily net assets for the year ended December 31, 2004). Absent this waiver and allocation, total return would have been lower.
(5)	During the years ended December 31, 2006 and 2005, the investment adviser reimbursed the Fund, through its investment in the Portfolio, for net losses realized on the disposal of investments which did not meet the Portfolio’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the years ended December 31, 2006 and 2005.
(6)	Includes the Fund’s share of the Portfolio’s allocated expenses.
(7)	Excludes the effect of custody fee credits, if any, of less than 0.005%.
(8)	The investment adviser waived a portion of its investment adviser fee of the Portfolio and a portion of Fund expenses (equal to 0.93% of average daily net assets for the year ended October 31, 2009). Absent this waiver, total return would have been lower.
(9)	Annualized.
(10)	Not annualized.

EXPERTS

The financial statements incorporated in this Prospectus and Information Statement by reference from each Fund’s Annual Report for the year ended October 31, 2009 on Form N-CSR have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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Appendix A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this [__] day of [December, 2009], by and between Eaton Vance Mutual Funds Trust, a Massachusetts business trust (“Mutual Funds Trust”), on behalf of its series Eaton Vance Money Market Fund (“Money Market Fund”), and Mutual Funds Trust, on behalf of its series Eaton Vance Cash Management Fund (“Cash Management Fund”).

WITNESSETH:

     WHEREAS, Mutual Funds Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company authorized to issue an unlimited number of shares of beneficial interest without par value in one or more series (such as Money Market Fund and Cash Management Fund), and the Trustees of Mutual Funds Trust have divided the shares of Cash Management Fund into Class A, Class B and Class C shares (“Cash Management Fund Class A Shares,” “Cash Management Fund Class B Shares” and “Cash Management Class C Shares,” respectively);

     WHEREAS, Money Market Fund and Cash Management Fund currently invest all of their assets in Cash Management Portfolio (the “Portfolio”), a New York trust registered under the 1940 Act as an open-end management investment company;

     WHEREAS, Boston Management and Research, a wholly owned subsidiary of Eaton Vance Management, serves as investment adviser to the Portfolio;

     WHEREAS, Mutual Funds Trust desires to provide for the reorganization of Money Market Fund through the acquisition by Cash Management Fund of substantially all of the assets of Money Market Fund in exchange for Cash Management Fund Class B Shares in the manner set forth; and

     WHEREAS, it is intended that the reorganization described in this Agreement shall be a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”);

     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.	Definitions
	1.1	The term “1933 Act” shall mean the Securities Act of 1933, as amended.
	1.2	The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.
	1.3	The term “Agreement” shall mean this Agreement and Plan of Reorganization.
	1.4	The term “Assumed Liabilities” shall mean all liabilities, expenses, costs, charges and
		receivables of Money Market Fund as of the Close of Trading on the New York Stock
		Exchange on the Valuation Date. Included therein for the Cash Management Fund Class B
		Shares shall be the uncovered distribution charges under the Money Market Fund
		Distribution Plan, or, if lower, the amount of contingent deferred sales charges that would be
		paid by all Money Market Fund shareholders if they redeemed on the Closing Date; such

A-1

	amount shall be treated as uncovered distribution charges under the Cash Management Fund
	Class B Distribution Plan.
1.5	The term “Business Day” shall mean any day that the New York Stock Exchange is open.
1.6	The term “Close of Trading on the NYSE” shall mean the close of regular trading on the New
	York Stock Exchange, which is usually 4:00 p.m. Eastern time.
1.7	The term “Closing” shall mean the closing of the transaction contemplated by this
	Agreement.
1.8	The term “Closing Date” shall mean [_________], provided all necessary approvals have
	been received, or such other date as may be agreed by the parties on which the Closing is to
	take place.
1.9	The term “Commission” shall mean the Securities and Exchange Commission.
1.10	The term “Custodian” shall mean State Street Bank and Trust Company.
1.11	The term “Delivery Date” shall mean the date contemplated by Section 3.3 of this
	Agreement.
1.12	The term “Information Statement” shall mean the combined prospectus and information
	statement furnished to the Money Market Fund shareholders in connection with this
	transaction.
1.13	The term “Mutual Funds Trust N-1A” shall mean the registration statement, as amended, on
	Form N-1A of Mutual Funds Trust with respect to the Funds in effect on the date hereof or on
	the Closing Date, as the context may require.
1.14	The term “Mutual Funds Trust N-14” shall mean Mutual Funds Trust’s registration statement
	on Form N-14, as may be amended, that describes the transactions contemplated by this
	Agreement and registers the Cash Management Fund Class B Shares to be issued in
	connection with the transactions.
1.15	The term “NYSE” shall mean the New York Stock Exchange.
1.16	The term “Valuation Date” shall mean the day of the Closing Date.

2. Transfer and Exchange of Assets

2.1	Reorganization of Money Market Fund. At the Closing, subject to the terms and conditions
	set forth herein, Mutual Funds Trust shall transfer all of the assets of Money Market Fund and
	assign all Assumed Liabilities to Cash Management Fund, and Cash Management Fund shall
	acquire such assets and shall assume such Assumed Liabilities upon delivery by Cash
	Management Fund to Money Market Fund on the Closing Date of Cash Management Fund
	Class B Shares (including, if applicable, fractional shares) having an aggregate net asset
	value equal to the value of the assets so transferred, assigned and delivered, less the
	Assumed Liabilities, all determined and adjusted as provided in Section 2.2. Upon delivery
	of the assets, Cash Management Fund will receive good and marketable title thereto free and
	clear of all liens.
2.2	Computation of Net Asset Value. The net asset value per share of the Cash Management
	Fund Class B Shares and the net value of the assets of Money Market Fund subject to this

A-2

		Agreement shall, in each case, be determined as of the Close of Trading on the NYSE on the
		Valuation Date, after the declaration and payment of any dividend on that date. The net
		asset value of the Cash Management Fund Class B Shares shall be computed in the manner
		set forth in the Mutual Funds Trust Form N-1A. In determining the value of the assets
		transferred by Money Market Fund to Cash Management Fund, such assets shall be priced in
		accordance with the policies and procedures described in the Mutual Funds Trust N-1A.
3.	Closing Date, Valuation Date and Delivery
	3.1	Closing Date. The Closing shall be at the offices of Eaton Vance Management, Two
		International Place, Boston, MA 02110 immediately after the close of business on the
		Closing Date. All acts taking place at Closing shall be deemed to take place simultaneously
		as of the close of business on the Closing Date unless otherwise agreed in writing by the
		parties.
	3.2	Valuation Date. Pursuant to Section 2.2, the net value of the assets of Money Market Fund
		and the net asset value per share of Cash Management Fund shall be determined as of the
		Close of Trading on the NYSE on the Valuation Date, after the declaration and payment of
		any dividend on that date. The stock transfer books of Mutual Funds Trust with respect to
		Money Market Fund will be permanently closed, and sales of Money Market Fund Shares
		shall be suspended, as of the close of business of Mutual Funds Trust on the Valuation Date.
		Redemption requests thereafter received by Mutual Funds Trust with respect to Money
		Market Fund shall be deemed to be redemption requests for Cash Management Fund Class B
		Shares to be distributed to shareholders of Money Market Fund under this Agreement
		provided that the transactions contemplated by this Agreement are consummated.
		In the event that trading on the NYSE or on another exchange or market on which securities
		held by the Portfolio are traded shall be disrupted on the Valuation Date so that, in the
		judgment of the Trust, accurate appraisal of the net assets of Money Market Fund to be
		transferred hereunder or the assets of Cash Management Fund is impracticable, the Valuation
		Date shall be postponed until the first Business Day after the day on which trading on such
		exchange or in such market shall, in the judgment of the Trust, have been resumed without
		disruption. In such event, the Closing Date shall be postponed until one Business Day after
		the Valuation Date.
	3.3	Delivery of Assets. After the close of business on the Valuation Date, Mutual Funds Trust
		shall issue instructions providing for the delivery of all of its assets held on behalf of Money
		Market Fund to the Custodian to be held for the account of Cash Management Fund, effective
		as of the Closing.
4.	Money Market Fund Distributions and Termination
	As soon as reasonably practicable after the Closing Date, Mutual Funds Trust shall pay or make
	provisions for the payment of all of the debts and taxes of Money Market Fund and distribute all
	remaining assets, if any, to shareholders of Money Market Fund, and Money Market Fund shall
	thereafter be terminated under Massachusetts law.
	At, or as soon as may be practicable following the Closing Date, Mutual Funds Trust on behalf of
	Money Market Fund shall distribute the Cash Management Fund Class B Shares it received from the
	Cash Management Fund to the shareholders of the Money Market Fund and shall instruct Cash
	Management Fund as to the amount of the pro rata interest of each of Money Market Fund’s
	shareholders as of the close of business on the Valuation Date (such shareholders to be certified as
	such by the transfer agent for Mutual Funds Trust), to be registered on the books of Cash
	Management Fund, in full and fractional Cash Management Fund Class B Shares, in the name of

                                                                                            A-3

	each such shareholder, and Cash Management Fund agrees promptly to transfer the Cash
	Management Fund Class B Shares then credited to the account of Money Market Fund on the books
	of Cash Management Fund to open accounts on the share records of Cash Management Fund in the
	names of Money Market Fund shareholders in accordance with said instruction. All issued and
	outstanding Money Market Fund Shares shall thereupon be canceled on the books of Mutual Funds
	Trust. Cash Management Fund shall have no obligation to inquire as to the correctness of any such
	instruction, but shall, in each case, assume that such instruction is valid, proper and correct.
5.	Liabilities and Expenses
	Cash Management Fund shall acquire all liabilities of Money Market Fund, whether known or
	unknown, or contingent or determined. Mutual Funds Trust will discharge all known liabilities of
	Money Market Fund, so far as may be possible, prior to the Closing Date. Money Market Fund and
	Cash Management Fund shall bear their respective expenses in connection with carrying out this
	Agreement.
6.	The Portfolio’s Representations and Warranties
	The Portfolio hereby represents, warrants and agrees as follows:
	6.1	Legal Existence. The Portfolio is a trust duly organized and validly existing under the laws of
		the State of New York.
	6.2	Registration under 1940 Act. The Portfolio is duly registered with the Commission as an
		open-end management investment company under the 1940 Act and such registration is in
		full force and effect.
	6.3	Financial Statements. The statement of assets and liabilities, schedule of portfolio
		investments and related statements of operations and changes in net assets dated October
		31, 2009 fairly present the financial condition of the Portfolio as of said date in conformity
		with generally accepted accounting principles.
	6.4	No Material Events. There are no legal, administrative or other proceedings pending, or to its
		knowledge, threatened against the Portfolio that would materially affect its financial
		condition.
	6.5	Requisite Approvals. The execution and delivery of this Agreement and the consummation of
		the transactions contemplated herein have been authorized by the Portfolio’s Board of
		Trustees by vote taken at a meeting of such Board duly called and held on [_________].
	6.6	No Material Violations. The Portfolio is not, and the execution, delivery and performance of
		this Agreement will not result in, a material violation of any provision of its Declaration of
		Trust or By-Laws, as each may be amended, of the Portfolio or of any agreement, indenture,
		instrument, contract, lease or other undertaking to which it is a party or by which it is
		bound.
	6.7	Taxes and Related Filings. Except where failure to do so would not have a material adverse
		effect on the Portfolio, the Portfolio has filed and will file or obtain valid extensions of filing
		dates for all required federal, state and local tax returns and reports for all taxable years
		through and including the taxable year ended October 31, 2009 and no such filings or
		reports are currently being audited or contested by the Internal Revenue Service or state or
		local taxing authority and all federal, state and local income, franchise, property, sales,
		employment or other taxes or penalties payable have been paid or will be paid, so far as due.

                                                                                          A-4

		The Portfolio is classified as a partnership for federal tax purposes, has qualified as such for
		each taxable year of its operations, and will qualify as such as of the Closing Date.
	6.8	Good and Marketable Title. On the Closing Date, the Portfolio will have good and marketable
		title to its assets, free and clear of all liens, mortgages, pledges, encumbrances, charges,
		claims and equities whatsoever.
	6.9	Books and Records. The Portfolio has maintained all records required under Section 31 of
		the 1940 Act and rules thereunder.
7.	Mutual Funds Trust’s Representations and Warranties
	Mutual Funds Trust, on behalf of Money Market Fund and Cash Management Fund, hereby
	represents, warrants and agrees as follows:
	7.1	Legal Existence. Mutual Funds Trust is a business trust duly organized and validly existing
		under the laws of the Commonwealth of Massachusetts. Each of Money Market Fund and
		Cash Management Fund is a validly existing series of Mutual Funds Trust. Mutual Funds
		Trust is authorized to issue an unlimited number of shares of beneficial interest of Cash
		Management Fund.
	7.2	Registration under 1940 Act. Mutual Funds Trust is duly registered as an open-end
		management investment company under the 1940 Act and such registration is in full force
		and effect.
	7.3	Financial Statements. The statement of assets and liabilities and the schedule of portfolio
		investments and the related statements of operations and changes in net assets of Money
		Market Fund and Cash Management Fund dated October 31, 2009 fairly present the
		financial condition of Money Market Fund and Cash Management Fund as of said dates in
		conformity with generally accepted accounting principles.
	7.4	No Contingent Liabilities. There are no known contingent liabilities of Money Market Fund or
		Cash Management Fund not disclosed and there are no legal, administrative or other
		proceedings pending, or to the knowledge of Mutual Funds Trust threatened, against Money
		Market Fund or Cash Management Fund which would materially affect its financial condition.
	7.5	Requisite Approvals. The execution and delivery of this Agreement and the consummation of
		the transactions contemplated herein, have been authorized by the Board of Trustees of
		Mutual Funds Trust by vote taken at a meeting of such Board duly called and held on [____].
		No approval of the shareholders of either Fund is required in connection with this Agreement
		or the transactions contemplated hereby. The Agreement has been executed and delivered
		by a duly authorized officer of Mutual Funds Trust and is a valid and legally binding
		obligation of each of Cash Management Fund and Money Market Fund enforceable in
		accordance with its terms.
	7.6	No Material Violations. Mutual Funds Trust is not, and the execution, delivery and
		performance of this Agreement will not result, in a material violation of any provision of its
		Declaration of Trust or By-Laws, as each may be amended, of Mutual Funds Trust or of any
		agreement, indenture, instrument, contract, lease or other undertaking to which Mutual
		Funds Trust is a party or by which it is bound.
	7.7	Taxes and Related Filings. Except where failure to do so would not have a material adverse
		effect on Money Market Fund or Cash Management Fund, each of Money Market Fund and
		Cash Management Fund has filed or will file or obtain valid extensions of filing dates for all

A-5

		required federal, state and local tax returns and reports for all taxable years through and
		including its current taxable year and no such filings are currently being audited or contested
		by the Internal Revenue Service or state or local taxing authority and all federal, state and
		local income, franchise, property, sales, employment or other taxes or penalties payable
		pursuant to such returns have been paid or will be paid, so far as due. Each of Money
		Market Fund and Cash Management Fund has elected to be treated as a “regulated
		investment company” for federal tax purposes, has qualified as such for each taxable year of
		its operations and will qualify as such as of the Closing Date.
	7.8	Mutual Funds Trust N-1A Not Misleading. The Mutual Funds Trust N-1A conforms on the
		date of the Agreement, and will conform on the Closing Date, in all material respects to the
		applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of
		the Commission thereunder and does not include any untrue statement of a material fact or
		omit to state any material fact required to be stated therein or necessary to make the
		statements therein, in light of the circumstances under which they were made, not materially
		misleading.
8.	Conditions Precedent to Closing
	The obligations of the parties hereto shall be conditioned on the following:
	8.1	Representations and Warranties. The representations and warranties of the parties made
		herein will be true and correct as of the date of this Agreement and on the Closing Date.
	8.2	Pending or Threatened Proceedings. On the Closing Date, no action, suit or other proceeding
		shall be threatened or pending before any court or governmental agency in which it is sought
		to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or
		the transactions contemplated herein.
	8.3	Registration Statement. The Mutual Funds Trust N-14 shall have become effective under the
		1933 Act; no stop orders suspending the effectiveness of such Mutual Funds Trust N-14
		shall have been issued; and, to the best knowledge of the parties hereto, no investigation or
		proceeding for that purpose shall have been instituted or be pending, threatened or
		contemplated under the 1933 Act. The Information Statement has been delivered to each
		shareholder of record of Money Market Fund as of [______, 2010] in accordance with the
		provisions of the 1934 Act and the rules thereunder.
	8.4	Declaration of Dividend. Mutual Funds Trust shall have declared a dividend or dividends,
		which, together with all previous such dividends, shall have the effect of distributing to
		Money Market Fund shareholders all of Money Market Fund’s investment company taxable
		income (as defined in Section 852 of the Code) (computed without regard to any deduction
		for dividends paid) for the final taxable period of Money Market Fund, all of its net capital
		gain realized in the final taxable period of Money Market Fund (after reduction for any
		available capital loss carryforwards) and all of the excess of (i) its interest income excludable
		from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under
		Sections 265 and 171(a)(2) of the Code for the final taxable period of Money Market Fund.
	8.5	State Securities Laws. The parties shall have received all permits and other authorizations
		necessary under state securities laws to consummate the transactions contemplated herein.
	8.6	Performance of Covenants. Each party shall have performed and complied in all material
		respects with each of the agreements and covenants required by this Agreement to be
		performed or complied with by each such party prior to or at the Valuation Date and the
		Closing Date.

A-6

	8.7	Due Diligence. Mutual Funds Trust shall have had reasonable opportunity to have its officers
		and agents review the records of the Portfolio.
	8.8	No Material Adverse Change. From the date of this Agreement, through the Closing Date,
		there shall not have been:
		(1)	any change in the business, results of operations, assets or financial condition or the
			manner of conducting the business of Money Market Fund or Cash Management
			Fund (other than changes in the ordinary course of its business, including, without
			limitation, dividends and distributions in the ordinary course and changes in the net
			asset value per share) which has had a material adverse effect on such business,
			results of operations, assets or financial condition, except in all instances as set forth
			in the financial statements;
		(2)	any loss (whether or not covered by insurance) suffered by Money Market Fund or
			Cash Management Fund materially and adversely affecting Money Market Fund or
			Cash Management Fund, other than depreciation of securities;
		(3)	issued by Mutual Funds Trust to any person any option to purchase or other right to
			acquire shares of any class of Money Market Fund or Cash Management Fund
			Shares (other than in the ordinary course of Mutual Funds Trust’s business as an
			open-end management investment company);
		(4)	any indebtedness incurred by the Portfolio for borrowed money or any commitment
			to borrow money entered into by the Portfolio except as permitted in Mutual Funds
			Trust N-1A and disclosed in financial statements required to be provided under this
			Agreement;
		(5)	any amendment to the Declaration of Trust or By-Laws of Mutual Funds Trust that
			will adversely affect the ability of Mutual Funds Trust to comply with the terms of
			this Agreement; or
		(6)	any grant or imposition of any lien, claim, charge or encumbrance upon any asset of
			the Portfolio except as provided in Mutual Funds Trust N-1A.
	8.9	Lawful Sale of Shares. On the Closing Date, Cash Management Fund Shares to be issued
		pursuant to Section 2.1 of this Agreement will be duly authorized, duly and validly issued
		and outstanding, and fully paid and non-assessable by Mutual Funds Trust, and conform in
		all substantial respects to the description thereof contained in the Mutual Funds Trust N-14
		and Information Statement furnished to the Money Market Fund shareholders, and the Cash
		Management Fund Class B Shares to be issued pursuant to paragraph 2.1 of this Agreement
		will be duly registered under the 1933 Act by the Mutual Funds Trust N-14 and will be
		offered and sold in compliance with all applicable state securities laws.
	8.10	Documentation and Other Actions. Mutual Funds Trust shall have executed such documents
		and shall have taken such other actions, if any, as reasonable requested to fully effectuate
		the transactions contemplated hereby.
9.	Addresses
	All notices required or permitted to be given under this Agreement shall be given in writing to Eaton
	Vance Mutual Funds Trust, Two International Place, Boston, MA 02110 (Attention: Chief Legal

                                                                                              A-7

	Officer), or at such other place as shall be specified in written notice given by either party to the other
	party to this Agreement and shall be validly given if mailed by first-class mail, postage prepaid.
10.	Termination
	This Agreement may be terminated by either party upon the giving of written notice to the other, if
	any of the representations, warranties or conditions specified in Section 6, 7 or 8 hereof have not
	been performed or do not exist on or before December 31, 2010. In the event of termination of this
	Agreement pursuant to this provision, neither party (nor its officers, Trustees or shareholders) shall
	have any liability to the other.
11.	Miscellaneous
	This Agreement shall be governed by, construed and enforced in accordance with the laws of the
	Commonwealth of Massachusetts. Mutual Funds Trust represents that there are no brokers or finders
	entitled to receive any payments in connection with the transactions provided for herein. Mutual
	Funds Trust represents that this Agreement constitutes the entire agreement between the parties as to
	the subject matter hereof. The representations, warranties and covenants contained in this
	Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive
	the consummation of the transactions contemplated hereunder. The Section headings contained in
	this Agreement are for reference purposes only and shall not affect in any way the meaning or
	interpretation of this Agreement. This Agreement shall be executed in any number of counterparts,
	each of which shall be deemed an original. Whenever used herein, the use of any gender shall
	include all genders. In the event that any provision of this Agreement is unenforceable at law or in
	equity, the remainder of the Agreement shall remain in full force and effect.
12.	Amendments
	At any time (i) the parties hereto may, by written agreement and without shareholder approval,
	amend any of the provisions of this Agreement, and (ii) either party may waive without such approval
	any default by the other party or the failure to satisfy any of the conditions to its obligations (such
	waiver to be in writing). The failure of a party hereto to enforce at any time any of the provisions of
	this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to
	affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce
	each and every such provision. No waiver of any breach of this Agreement shall be held to be a
	waiver of any other or subsequent breach.
13.	Massachusetts Business Trust
	References in this Agreement to Mutual Funds Trust mean and refer to the Trustees from time to time
	serving under its Declarations of Trust on file with the Secretary of the Commonwealth of
	Massachusetts, as the same may be amended from time to time, pursuant to which they conduct
	their businesses. It is expressly agreed that the obligations of Mutual Funds Trust hereunder shall not
	be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the
	Trust personally, but bind only the trust property of the Trust as provided in said Declaration of Trust.
	The execution and delivery of this Agreement has been authorized by the respective trustees and
	signed by an authorized officer of Mutual Funds Trust, acting as such, and neither such authorization
	by such trustees nor such execution and delivery by such officer shall be deemed to have been made
	by any of them but shall bind only the trust property of the Trust as provided in such Declaration of
	Trust. No series of Mutual Funds Trust shall be liable for the obligations of any other series.

A-8

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by their officers thereunto duly authorized, as of the day and year first above written.

ATTEST:	EATON VANCE MUTUAL FUNDS TRUST
	(on behalf of Eaton Vance Money Market Fund)
	By:
Secretary	President
	EATON VANCE MUTUAL FUNDS TRUST
	(on behalf of Eaton Vance Cash Management Fund)
	By:
Secretary	President
	CASH MANAGEMENT PORTFOLIO
	By:
Secretary	President
	(For purposes of Section 6 only)

A-9

                                         APPENDIX B
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

B-1

Eaton Vance Money Market Funds as of October 31, 2009

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Economic and Market Conditions

One year after the beginning of the credit meltdown,
the U.S. economy, as measured by gross domestic
product (GDP), grew by 2.8%
(annualized) in the third quar-
ter of 2009, according to the U.S.
Department of Commerce. The
rate of growth was a downward
revision from earlier estimates of
3.5%, but still marked the first
gain for the economy since the
second quarter of 2008. Reversing
the trend of the past four quarters,
GDP was driven by an increase in
consumer spending, particularly
on automobiles, and by targeted stimulus programs.
Growth in this area, while additive to GDP, remains
below-trend.

Duke E. Laflamme, CFA Portfolio Manager

Less uncertainty and the stirrings of an economic
recovery kept the fixed-income markets more
stable in the last quarter of the Funds’ fiscal year.
In addition to the somewhat improved economic
outlook, the spread tightening in mortgage, credit
and money markets (i.e., the difference in yield
versus a Treasury bond with a similar maturity) was
supported by continued efforts from global central
banks to normalize spreads and keep credit channels
open. The Federal Reserve (the “Fed”) maintained
low rates and continued to implement a variety of
measures in coordination with the Treasury in an
attempt to ease the financial strain in the markets.
The Fed Funds rate target stood at 0% to 0.25% as
of October 31, 2009.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Management Discussion

As of October 31, 2009, Cash Management Portfolio (the Portfolio) — in which the Funds invest their assets — had 88.9% of its net assets invested in U.S.  Treasury obligations, U.S. Government agency bonds and high-quality commercial paper, each highly liquid types of securities in which money market funds commonly invest. The Portfolio also invests in other high-quality, short-term investments.

Each Fund was a participant in the U.S. Treasury Department’s Temporary Money Market Guarantee Program. The Program expired on September 18, 2009. Although the Funds seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in a Fund. An investment in a Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

In addition to the Program announced by the U.S.  Treasury Department in September 2008, the Fed has in place a number of programs to provide liquidity to the short-term credit markets.

On October 19, 2009, the Boards of Trustees of each Fund and the Portfolio approved a change to the investment policies of each Fund and the Portfolio to provide that each will invest substantially all of its net assets in obligations of the U.S. Government and its agencies and instrumentalities. Implementation of this change is expected to be completed on or about March 1, 2010. In connection with the policy change, Eaton Vance Cash Management Fund will change its name to Eaton Vance U.S. Government Money Market Fund and the Portfolio will change its name to U.S. Government Money Market Portfolio. In addition, the Trustees approved the reorganization of Eaton Vance Money Market Fund into Class B shares of Eaton Vance Cash Management Fund. The reorganization is expected to be consummated on or about March 1, 2010. 

Effective December 4, 2009, Eaton Vance Cash Management Fund commenced offering multiple classes of shares. Shares outstanding prior to that date are now designated as Class A shares.

The views expressed throughout this report are those of the portfolio manager and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Portfolio’s current or future investments and may change due to active management.

1

Eaton Vance Money Market Funds as  of  October  31,  2009

FUND PERFORMANCE

Effective February 1, 2010, Thomas Luster and Maria Cappellano will co-manage the Portfolio. Mr. Luster is a Vice President of the Portfolio’s investment adviser and manages other Eaton Vance portfolios. Ms. Cappellano is an Assistant Vice President of the investment adviser. Mr. Luster and Ms. Cappellano have been members of Eaton Vance’s investment grade income team for over ten years.

Performance

Eaton Vance Cash Management Fund1
Symbol	EHCXX
SEC Average Annual Total Returns
One Year	0.17%
Five Years	2.86
Ten Years	2.60
Life of Fund†	5.80
1 The Fund has no sales charge.
† Inception date: 1/27/75
Eaton Vance Money Market Fund2
Symbol	EVMXX
Average Annual Total Returns
One Year	0.02%
Five Years	2.00
Ten Years	1.82
Life of Fund†	2.43
SEC Average Annual Total Returns
One Year	-4.98%
Five Years	1.63
Ten Years	1.82
Life of Fund†	2.43

+ Inception date: 4/5/95

2 Average Annual Total Returns do not include the applicable contingent deferred sales charge (CDSC). If the sales charge was deducted, performance would be lower. SEC Average Annual Total Returns reflect applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% -5th year; 1% - 6th year.

Total Annual Operating Expenses3
Eaton Vance Cash Management Fund Expense Ratio	0.60%
Eaton Vance Money Market Fund Expense Ratio	1.54%

³ Source: Cash Management Fund prospectus dated 12/4/09; Money Market Fund prospectus dated 3/1/09.

Current SEC Yield (annualized)
For the 7-Day Period Ended 10/31/09 4,5
Eaton Vance Cash Management Fund	0.00%
Eaton Vance Money Market Fund	0.00

⁴ Past performance is no guarantee of future results. Performance is for the stated time period only; each Fund’s current yield may be lower or higher than the quoted yield.  Yield quotation more closely reflects current earnings than quotations of total return. For current yield information, please call 1-800-262-1122.

⁵ The Fund’s investment adviser voluntarily undertook to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero.

Portfolio Composition

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (if any) with all distributions reinvested. Performance is for the stated time period only; current performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

2

APPENDIX C
OUTSTANDING SHARES AND 5% HOLDERS

As of November 30, 2009, the following person(s) held the share percentage of Money Market Fund
indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s)
on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s)
may exercise voting rights under certain limited circumstances:
Pershing LLC	Jersey City, NJ	12.699%
Citigroup Global Markets, Inc	Owings Mills, MD	8.505%
Assuming the Reorganization was consummated on November 30, 2009, such persons would hold the
following share percentages of Class B shares of the combined fund:
Pershing LLC	Jersey City, NJ	12.699%
Citigroup Global Markets, Inc	Owings Mills, MD	8.505%
As of November 30, 2009, the following person(s) held the share percentage of Cash Management Fund
indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s)
on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s)
may exercise voting rights under certain limited circumstances:
Saturn & Co. A/C #2	Boston, MA	14.244%
Eaton Vance Distributors, Inc.	Boston, MA	5.413%
Assuming the Reorganization was consummated on November 30, 2009, such persons would hold the
following share percentages of Class B shares of the combined fund:
Saturn & Co. A/C #2	Boston, MA	14.244%
Eaton Vance Distributors, Inc.	Boston, MA	5.413%
As of November 30, 2009, to the knowledge of the Trust, no other person owned of record or beneficially 5%
or more of the outstanding shares of Money Market Fund or Cash Management Fund. The Trustees and
officers of the Trust individually and as a group owned beneficially less than 1% of the outstanding shares of
each Fund as of that date.

C-1

EATON VANCE MUTUAL FUNDS TRUST
Eaton Vance Cash Management Fund

Two International Place
Boston, Massachusetts 02110

STATEMENT OF ADDITIONAL INFORMATION
DATED [JANUARY 22, 2010]

This Statement of Additional Information (“SAI”) relates specifically to the reorganization of Eaton Vance Money Market Fund (“Money Market Fund”) into Eaton Vance Cash Management Fund (“Cash Management Fund”), whereby Money Market Fund will transfer substantially all of its assets to Cash Management Fund and shareholders in Money Market Fund will receive Class B shares of Cash Management Fund in exchange for their shares of Money Market Fund. This SAI consists of the information set forth herein and the following described documents, each of which is incorporated by reference herein (legally forms a part of the SAI):

(1)	The audited financial statements of (a) Money Market Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended October 31, 2009 and (b) Cash Management Fund included in the Annual Report to Shareholders of the Fund for the fiscal year ended October 31, 2009, previously filed on EDGAR, Accession Number 0000950123- 09-072707.
(2)	The Statement of Additional Information of Cash Management Fund, dated December 4, 2009, previously filed on EDGAR, Accession Number 0000940394-09-000964.
(3)	The Statement of Additional Information of Money Market Fund, dated March 1, 2009, previously filed on EDGAR, Accession Number 0000940394-09-000139.

This SAI is not a prospectus and should be read only in conjunction with the Prospectus and Information Statement dated [January 22, 2010] relating to the above-referenced matter. A copy of the Prospectus and Information Statement may be obtained by calling Eaton Vance Distributors, Inc. at (800) 262-1122.

Pro Forma Financial Statements

The following unaudited pro forma combining financial statements are intended to show the financial condition and related results of operations resulting from the merger of Eaton Vance Money Market Fund with Eaton Vance Cash Management Fund as if the merger occurred on the dates presented. Please see the accompanying notes for additional information about the unaudited pro forma financial statements.

1

Pro Forma Combining
Statement of Assets and Liabilities (Unaudited)
October 31, 2009
	Cash	Money	Pro-Forma	Pro-Forma
	Management	Market Fund	Adjustments	Combined
	Fund	(Unaudited)	(Unaudited)	(Unaudited)
	(Unaudited)
Assets
Investment in Cash Management Portfolio, at value	$ 168,151,962	$ 81,980,409	$ -	$ 250,132,371
Receivable for Fund Shares Sold	10,835,300	134,646		10,969,946
Receivable from affiliate	27,542	54,836	-	82,378
Total assets	$ 179,014,804	$ 82,169,891	$ -	$ 261,184,695
Liabilities
Payable for fund shares redeemed	$ 363,768	$ 496,541	$ -	$ 860,309
Payable to affiliates:
Distribution and service fees	-	47,626	-	47,626
Trustees' fees	42	42	-	84
Accrued expenses	66,858	64,726	-	131,584
Total liabilities	$430,668	$608,935	$ -	$1,039,603
Net Assets	$ 178,584,136	$ 81,560,956	$ -	$ 260,145,092
Sources of Net Assets
Paid-in Capital	$ 178,811,475	$ 81,512,832	-	$ 260,324,307
Accumulated net realized gain (loss) from Portfolio	(227,339)	48,124	-	(179,215)
Total	$ 178,584,136	$ 81,560,956	$ -	$ 260,145,092
Shares of Beneficial Interest Outstanding
	178,844,417	81,512,818	-	260,357,235
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets / shares of beneficial interest outstanding)	$ 1.00	$ 1.00		$ 1.00

See notes to Pro Forma Combining Financial Statements

                                                                                                                2

Pro Forma Combining
Statement of Operations (Unaudited)
For the Year Ended October 31, 2009
	Cash	Money	Pro-Forma		Pro-Forma
	Management	Market Fund	Adjustments		Combined
	Fund	(Unaudited)	(Unaudited)		(Unaudited)
	(Unaudited)
Investment Income
Interest Allocated from the Portfolio	$ 1,991,751	$ 979,161	$ -		$ 2,970,912
Expenses Allocated from the Portfolio	(1,201,406)	(598,074)	-		(1,799,480)
Total investment income from Portfolio	$ 790,345	$ 381,087	$ -		$ 1,171,432
Expenses
Distribution and service Fees	$ -	$ 1,074,973	$ -		$ 1,074,973
Trustees' fees and expenses	511	512	(500)	(1)	523
Custodian fee	19,651	33,342	(18,125)	(1)	34,868
Transfer and dividend disbursing agent fees	142,647	160,972	(21,293)	(1)	282,326
Legal and accounting services	43,802	32,611	(31,861)	(1)	44,552
Temporary Guarantee Program fee	299,533	62,008	-		361,541
Printing and postage	31,306	35,456	(14,560)	(1)	52,202
Registration fees	51,760	40,221	(40,221)	(1)	51,760
Miscellaneous	8,880	7,875	(6,928)	(1)	9,827
Total expenses	$ 598,090	$ 1,447,970	$ (133,488)		$ 1,912,572
Deduct -
Allocation of expenses to affiliate	$ 369,167	$ 1,099,749	$ -		$ 1,468,916
Total expense reductions	$ 369,167	$ 1,099,749	$ -		$ 1,468,916
Net expenses	$ 228,923	$ 348,221	$ (133,488)		$ 443,656
Net investment income	$561,422	$32,866	$133,488		$727,776
Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss)
Investment transactions	$ 317,026	$ 142,027	$ -		$ 459,053
Net realized gain	$ 317,026	$ 142,027	$ -		$ 459,053
Net increase in net assets from operations	$ 878,448	$ 174,893	$ 133,488		$ 1,186,829

(1) Certain expenses have been adjusted to reflect the elimination or reduction of duplicative expenses of the merger. Pro forma operating expense adjustments reflect management's best estimates.

See notes to Pro Forma Combining Financial Statements

                                                                                                                                    3

EATON VANCE MONEY MARKET FUND
PROPOSED MERGER WITH
EATON VANCE CASH MANAGEMENT FUND

NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Combination

Eaton Vance Cash Management Fund ("Acquiring Fund") will acquire substantially all of the assets of the Eaton Vance Money Market Fund (“Acquired Fund”) in exchange for shares of the Acquiring Fund. This merger will be accounted for by the method of accounting for tax free mergers of investment companies. The pro forma combining Statement of Assets and Liabilities reflects the financial position of the Acquiring Fund and the Acquired Fund at October 31, 2009 as though the merger occurred as of that date. The pro forma combining Statement of Operations reflects the results of operations of the Acquiring Fund and the Acquired Fund for the year ended October 31, 2009 as though the merger occurred at the beginning of the period presented. Both the Statement of Assets and Liabilities and the Statement of Operations are presented for the information of the reader, and may not necessarily be representative of what the combined statements would have been had the acquisition occurred on October 31, 2009.

4

PART C

OTHER INFORMATION

Item 15.   Indemnification

     Article IV of the Registrant’s Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XI of the By-Laws contains indemnification provisions.

     The Registrant’s Trustees and officers are insured under a standard mutual fund errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such.

     The distribution agreement of the Registrant also provide for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.

Item 16.   Exhibits

(1)	(a)	Amended and Restated Declaration of Trust of Eaton Vance Mutual Funds Trust
		dated August 17, 1993, filed as Exhibit (1)(a) to Post-Effective Amendment No. 23
		filed July 14, 1995 (Accession No. 0000950156-95-000497) and incorporated
		herein by reference. As used herein, references to Post-Effective Amendments are
		to post-effective amendments to the Registrant’s registration statement on Form N-
		1A.
	(b)	Amendment dated July 10, 1995 to the Declaration of Trust filed as Exhibit (1)(b) to
		Post-Effective Amendment No. 23 filed July 14, 1995 (Accession No. 0000950156-
		95-000497) and incorporated herein by reference.
	(c)	Amendment dated June 23, 1997 to the Declaration of Trust filed as Exhibit (1)(c)
		to Post-Effective Amendment No. 38 filed October 30, 1997 (Accession No.
		0000950156-97-000918) and incorporated herein by reference.
	(d)	Amendment dated August 11, 2008 to the Declaration of Trust filed as Exhibit
		(a)(4) to Post-Effective Amendment No. 136 filed August 28, 2008 (Accession No.
		0000940394-08-001205) and incorporated herein by reference.
	(e)	Amended and Restated Establishment and Designation of Series of Shares of
		Beneficial Interest, Without Par Value, as amended effective October 19, 2009 filed
		as Exhibit (a)(5) to Post-Effective Amendment No. 150 filed December 4, 2009
		(Accession No. 0000940394-09-000964) and incorporated herein by reference.
(2)	(a)	By-Laws as amended November 3, 1986 filed as Exhibit (2)(a) to Post-Effective
		Amendment No. 23 filed July 14, 1995 (Accession No. 0000950156-95-000497)
		and incorporated herein by reference.
	(b)	Amendment to By-Laws dated December 13, 1993 filed as Exhibit (2)(b) to Post-
		Effective Amendment No. 23 filed July 14, 1995 (Accession No. 0000950156-95-

                                                                                               C-1

		000497) and incorporated herein by reference.
	(c)	Amendment to By-Laws dated June 18, 2002 filed as Exhibit (b)(3) to Post-
		Effective Amendment No. 87 filed September 13, 2002 (Accession No.
		0000940394-02-000563) and incorporated herein by reference.
	(d)	Amendment to By-Laws dated February 7, 2005 filed as Exhibit (b)(4) to Post-
		Effective Amendment No. 103 filed March 1, 2005 (Accession No. 0000940394-05-
		000195) and incorporated herein by reference.
	(e)	Amendment to By-Laws dated December 11, 2006 filed as Exhibit (b)(5) to Post-
		Effective Amendment No. 120 filed February 7, 2007 (Accession No. 0000940394-
		07-000138) and incorporated herein by reference.
	(f)	Amendment to By-Laws dated August 11, 2008 filed as Exhibit (b)(6) to Post-
		Effective Amendment No. 136 filed August 28, 2008 (Accession No. 0000940394-
		08-001205) and incorporated herein by reference.
(3)		Voting Trust Agreement. – not applicable.
(4)		Form of Agreement and Plan of Reorganization – filed as Appendix A to the Proxy
		Statement/Prospectus.
(5)		Shareholders rights are set forth in the Registrant’s Amended and Restated
		Declaration of Trust and By-Laws referenced in Items 16(1) and 16(2) above.
(6)	(a)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Tax Free Reserves dated August 15, 1995 filed as Exhibit (5)(b) to Post-Effective
		Amendment No. 25 filed August 17, 1995 (Accession No. 0000950156-95-000608)
		and incorporated herein by reference.
	(b)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Tax-Managed Emerging Growth Fund dated September 16, 1997 filed as Exhibit
		(5)(c) to Post-Effective Amendment No. 37 filed October 17, 1997 (Accession No.
		0000950156-97-000870) and incorporated herein by reference.
	(c)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Municipal Bond Fund dated October 17, 1997 filed as Exhibit (5)(d) to Post-
		Effective Amendment No. 37 filed October 17, 1997 (Accession No. 0000950156-
		97-000870)and incorporated herein by reference.
	(d)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		International Growth Fund dated June 18, 2001 filed as Exhibit (d)(6) to Post-
		Effective Amendment No. 76 filed June 21, 2001 (Accession No. 0000940394-01-
		500299) and incorporated herein by reference.
	(e)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Equity Research Fund dated August 13, 2001 filed as Exhibit (d)(7) to Post-
		Effective Amendment No. 78 filed August 17, 2001 (Accession No. 0000940394-
		01-500394) and incorporated herein by reference.

                                                                                  C-2

(6)	(f)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Tax-Managed Equity Asset Allocation Fund dated December 10, 2001 filed as
		Exhibit (d)(6) to Post-Effective Amendment No. 80 filed December 14, 2001
		(Accession No. 0000940394-01-500553) and incorporated herein by reference.
	(g)	(i)	Investment Advisory and Administrative Agreement with Eaton Vance
			Management for Eaton Vance Low Duration Fund dated June 18, 2002 filed
			as Exhibit (d)(7) to Post-Effective Amendment No. 83 filed June 26, 2002
			(Accession No. 0000940394-02-000406) and incorporated herein by
			reference.
		(ii)	Fee Waiver Agreement between Eaton Vance Mutual Funds Trust on behalf
			of Eaton Vance Low Duration Fund and Eaton Vance Management filed as
			Exhibit (d)(7)(b) to Post-Effective Amendment No. 95 filed April 28, 2004
			(Accession No. 0000940394-04-000438) and incorporated herein by
			reference.
		(iii)	Amendment to Fee Waiver Agreement on behalf of Eaton Vance Low
			Duration Fund dated June 14, 2004 filed as Exhibit (7)(c) to Post-Effective
			Amendment No. 103 filed March 1, 2005 (Accession No. 0000940394-05-
			000195) and incorporated herein by reference.
	(h)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Tax-Managed Dividend Income Fund dated February 10, 2003 filed as Exhibit
		(d)(8) to Post-Effective Amendment No. 85 filed February 26, 2003 (Accession No.
		0000940394-03-000085) and incorporated herein by reference.
	(i)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Tax-Managed Emerging Markets Fund dated August 11, 2003 filed as Exhibit
		(d)(9) to Post-Effective Amendment No. 91 filed August 11, 2003 (Accession No.
		0000940394-03-000637) and incorporated herein by reference.
	(j)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Diversified Income Fund dated November 15, 2004 filed as Exhibit (d)(10) to Post-
		Effective Amendment No. 98 filed December 6, 2004 (Accession No. 0000940394-
		04-001127) and incorporated herein by reference.
	(k)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Dividend Income Fund dated August 8, 2005 filed as Exhibit (d)(11) to Post-
		Effective Amendment No. 108 filed August 17, 2005 (Accession No. 0000940394-
		05-000966) and incorporated herein by reference.
	(l)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Structured Emerging Markets Fund dated March 27, 2006 filed as Exhibit (d)(12) to
		Post-Effective Amendment No. 115 filed April 13, 2006 (Accession No.
		0000940394-06-000369) and incorporated herein by reference.
	(m)	Investment Sub-Advisory Agreement between Eaton Vance Management and
		Parametric Portfolio Associates for Eaton Vance Structured Emerging Markets
		Fund dated March 27, 2006 filed as Exhibit (d)(13) to Post-Effective Amendment

                                                                                             C-3

		No. 122 filed February 27, 2007 (Accession No. 0000940394-07-000176) and
		incorporated herein by reference.
(6)	(n)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Emerging Markets Income Fund dated March 12, 2007 filed as Exhibit (d)(14) to
		Post-Effective Amendment No. 134 filed March 13, 2008 (Accession No.
		0000940394-08-000450) and incorporated herein by reference.
	(o)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		International Income Fund dated March 12, 2007 filed as Exhibit (d)(15) to Post-
		Effective Amendment No. 134 filed March 13, 2008 (Accession No. 0000940394-
		08-000450) and incorporated herein by reference.
	(p)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Global Macro Fund dated March 12, 2007 filed as Exhibit (d)(16) to Post-Effective
		Amendment No. 134 filed March 13, 2008 (Accession No. 0000940394-08-000450)
		and incorporated herein by reference.
	(q)	Investment Advisory Agreement with Eaton Vance Management for Eaton Vance
		Strategic Income Fund dated June 22, 2007 filed as Exhibit (d)(17) to Post-Effective
		Amendment No. 132 filed December 28, 2007 (Accession No. 0000940394-07-
		002172) and incorporated herein by reference.
	(r)	Investment Advisory and Administrative Services Agreement dated October 19,
		2009 with Eaton Vance Management for Eaton Vance Build America Bonds Fund
		filed as Exhibit (d)(18) to Post- Effective Amendment No. 148 filed November 17,
		2009 (Accession No. 0000940394-09-000877) and incorporated herein by
		reference.
(7)	(a)	Distribution Agreement between Eaton Vance Mutual Funds Trust, on behalf of
		Eaton Vance Cash Management Fund, and Eaton Vance Distributors, Inc. effective
		November 1, 1996 filed as Exhibit (6)(a)(4) to Post-Effective Amendment No. 34
		filed April 21, 1997 (Accession No. 0000950156-97-000394) and incorporated
		herein by reference.
	(b)	Distribution Agreement between Eaton Vance Mutual Funds Trust, on behalf of
		Eaton Vance Money Market Fund, and Eaton Vance Distributors, Inc. effective
		November 1, 1996 filed as Exhibit (6)(a)(6) to Post-Effective Amendment No. 34
		filed April 21, 1997 (Accession No. 0000950156-97-000394) and incorporated
		herein by reference.
	(c)	Distribution Agreement between Eaton Vance Mutual Funds Trust, on behalf of
		Eaton Vance Tax Free Reserves, and Eaton Vance Distributors, Inc. effective
		November 1, 1996 filed as Exhibit (6)(a)(7) to Post-Effective Amendment No. 34
		filed April 21, 1997 (Accession No. 0000950156-97-000394) and incorporated
		herein by reference.
	(d)	(i)	Amended Schedule A to Distribution Agreement dated August 6, 2007 filed
			as Exhibit (e)(1)(b) to Post-Effective Amendment No. 111 filed October 4,
			2007 (Accession No. 0000940394-07-001184) and incorporated herein by

                                                                                          C-4

		reference.
(7)	(d)	(ii) Amended Schedule A dated October 19, 2009 to the Amended and Restated
		Distribution Agreement between Eaton Vance Mutual Funds Trust and Eaton
		Vance Distributors, Inc. filed as Exhibit (e)(4)(b) to Post-Effective
		Amendment No. 150 filed December 4, 2009 (Accession No. 0000940394-09-
		000964) and incorporated herein by reference.
	(e)	Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized
		Dealers filed as Exhibit (e)(2) to Post-Effective Amendment No. 85 filed April 26,
		2007 (Accession No. 0000940394-07-000430) to the Registration Statement of
		Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) and
		incorporated herein by reference.
(8)		The Securities and Exchange Commission has granted the Registrant an exemptive
		order that permits the Registrant to enter into deferred compensation arrangements
		with its independent Trustees. See in the Matter of Capital Exchange Fund, Inc.,
		Release No. IC-20671 (November 1, 1994).
(9)	(a)	Custodian Agreement with Investors Bank & Trust Company dated October 15,
		1992 filed as Exhibit (8) to Post-Effective Amendment No. 23 filed July 14, 1995
		(Accession No. 0000950156-95-000497) and incorporated herein by reference.
	(b)	Amendment to Custodian Agreement with Investors Bank & Trust Company dated
		October 23, 1995 filed as Exhibit (8)(b) to Post-Effective Amendment No. 27 filed
		February 27, 1996 (Accession No. 0000950156-96-000197) and incorporated herein
		by reference.
	(c)	Amendment to Master Custodian Agreement with Investors Bank & Trust Company
		dated December 21, 1998 filed as Exhibit (g)(3) to the Registration Statement of
		Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) (Accession No.
		0000950156-99-000050) filed January 25, 1999 and incorporated herein by
		reference.
	(d)	Extension Agreement dated August 31, 2005 to Master Custodian Agreement with
		Investors Bank & Trust Company filed as Exhibit (j)(2) to the Eaton Vance Tax-
		Managed Global Buy-Write Opportunities Fund N-2 Pre-Effective Amendment No.
		2 (File Nos. 333-123961, 811-21745) filed September 26, 2005 (Accession No.
		0000950135-05-005528) and incorporated herein by reference.
	(e)	Delegation Agreement dated December 11, 2000 with Investors Bank & Trust
		Company filed as Exhibit (j)(e) to the Eaton Vance Prime Rate Reserves N-2, File
		No. 333-32276, 811-05808, Amendment No. 5, filed April 3, 2001 (Accession No.
		0000940394-01-500125) and incorporated herein by reference.
	(f)	Custodian Agreement with State Street Bank and Trust Company dated as of
		February 9, 2004 filed as Exhibit (g)(6) of Post-Effective Amendment No. 59 to the
		Registration Statement of Eaton Vance Series Trust II (File Nos. 02-42722 and 811-
		02258) filed January 27, 2004 (Accession No. 0000940394-04-000079) and
		incorporated herein by reference.

                                                                                            C-5

(10)	(a)	(i)	Distribution Plan for Eaton Vance Money Market Fund pursuant to Rule 12b-
			1 under the Investment Company Act of 1940 dated June 19, 1995 filed as
			Exhibit (15)(h) to Post-Effective Amendment No. 25 filed August 17, 1995
			(Accession No. 0000950156-95-000608) and incorporated herein by
			reference.
		(ii)	Amendment to Distribution Plan for Eaton Vance Mutual Funds Trust on
			behalf of Eaton Vance Money Market Fund adopted June 24, 1996 filed as
			Exhibit (15)(h)(1) to Post-Effective Amendment No. 34 filed April 21, 1997
			(Accession No. 0000950156-97-000394) and incorporated herein by
			reference.
	(b)	(i)	Eaton Vance Mutual Funds Trust Class A Distribution Plan adopted June 23,
			1997 and amended April 24, 2006 filed as Exhibit (m)(2) to Post-Effective
			Amendment No. 117 filed June 28, 2006 (Accession No. 0000940394-06-
			000619) and incorporated herein by reference.
		(ii)	Amendment to Schedule A effective October 19, 2009 of Eaton Vance
			Mutual Funds Trust Class A Distribution Plan filed as Exhibit (m)(2)(b) to
			Post-Effective Amendment No. 148 filed November 17, 2009 (Accession No.
			0000940394-09-000877) and incorporated herein by reference.
	(c)	Eaton Vance Mutual Funds Trust Class A Distribution Plan adopted April 23, 2007
		filed as Exhibit (m)(3) to Post-Effective Amendment No. 125 filed April 30, 2007
		(Accession No. 0000940394-07-000470) and incorporated herein by reference.
	(d)	(i)	Eaton Vance Mutual Funds Trust Class B Distribution Plan adopted June 23,
			1997 filed as Exhibit (15)(j) to Post-Effective Amendment No. 38 filed
			October 30, 1997 (Accession No. 0000950156-97-000918) and incorporated
			herein by reference.
		(ii)	Amendment to Schedule A effective October 19, 2009 of Eaton Vance
			Mutual Funds Trust Class B Distribution Plan filed as Exhibit (m)(4)(b) to
			Post-Effective Amendment No. 150 filed December 4, 2009 (Accession No.
			0000940394-09-000964) and incorporated herein by reference.
	(e)	Eaton Vance Mutual Funds Trust Class B Distribution Plan for Eaton Vance
		Floating-Rate Advantage Fund adopted August 6, 2007 filed as Exhibit (m)(5) to
		Post-Effective Amendment No. 128 filed August 10, 2007 (Accession No.
		0000940394-07-000956) and incorporated herein by reference.
	(f)	(i)	Eaton Vance Mutual Funds Trust Class C Distribution Plan adopted June 23,
			1997 filed as Exhibit (15)(k) to Post-Effective Amendment No. 38 filed
			October 30, 1997 (Accession No. 0000950156-97-000918) and incorporated
			herein by reference.
		(ii)	Amendment to Schedule A effective October 19, 2009 of Eaton Vance
			Mutual Funds Trust Class C Distribution Plan filed as Exhibit (m)(6)(b) to
			Post-Effective Amendment No. 150 filed December 4, 2009 (Accession No.
			0000940394-09-000964) and incorporated herein by reference.

                                                                                        C-6

(10)	(g)	Eaton Vance Mutual Funds Trust Class C Distribution Plan for Eaton Vance Low
		Duration Fund adopted June 18, 2002 filed as Exhibit (m)(5)(a) to Post-Effective
		Amendment No. 83 filed June 26, 2002 (Accession No. 0000940394-02-000406)
		and incorporated herein by reference.
	(h)	Eaton Vance Mutual Funds Trust Class C Distribution Plan for Eaton Vance
		Floating-Rate Advantage Fund adopted August 6, 2007 filed as Exhibit (m)(8) to
		Post-Effective Amendment No. 128 filed August 10, 2007 (Accession No.
		0000940394-07-000956) and incorporated herein by reference.
	(i)	(i)	Eaton Vance Mutual Funds Trust Class R Distribution Plan adopted June 16,
			2003 with attached Schedule A filed as Exhibit (m)(7) to Post-Effective
			Amendment No. 89 filed July 9, 2003 (Accession No. 0000940394-03-
			000488) and incorporated herein by reference.
		(ii)	Schedule A to Class R Distribution Plan filed as Exhibit (m)(9)(b) to Post-
			Effective Amendment No. 145 filed July 30, 2009 (Accession No.
			0000940394-09-000579) and incorporated herein by reference.
	(j)	Amended and Restated Multiple Class Plan for Eaton Vance Funds dated August 6,
		2007 filed as Exhibit (n) to Post-Effective Amendment No. 128 of Eaton Vance
		Mutual Funds Trust (File Nos. 2-90946 and 811-4015) filed August 10, 2007
		(Accession No. 0000940394-07-000956) and incorporated herein by reference.
	(k)	Schedule A effective October 19, 2009 to Amended and Restated Multiple Class
		Plan filed as Exhibit (n)(2) to Post-Effective Amendment No. 150 filed December 4,
		2009 (Accession No. 0000940394-09-000964) and incorporated herein by
		reference.
	(l)	Schedule B effective October 19, 2009 to Amended and Restated Multiple Class
		Plan filed as Exhibit (n)(3) to Post-Effective Amendment No. 150 filed December 4,
		2009 (Accession No. 0000940394-09-000964) and incorporated herein by
		reference.
	(m)	Schedule C effective October 19, 2009 to Amended and Restated Multiple Class
		Plan filed as Exhibit (n)(4) to Post-Effective Amendment No. 150 filed December 4,
		2009 (Accession No. 0000940394-09-000964) and incorporated herein by
		reference.
(11)		Opinion and Consent of Counsel as to legality of securities being registered by
		Registrant filed herewith.
(12)		Opinion of K&L Gates LLP regarding certain tax matters and consequences to
		shareholders discussed in the Prospectus/Information Statement – to be filed by
		amendment.
(13)	(a)	(i)	Amended Administrative Services Agreement between Eaton Vance Mutual
			Funds Trust (on behalf of certain of its series) and Eaton Vance Management
			dated July 31, 1995 with attached schedules (including Amended Schedule A
			dated May 7, 1996) filed as Exhibit (9)(a) to Post-Effective Amendment No.

                                                                                   C-7

			24 filed August 16, 1995 (Accession No. 0000950156-95-00) and
			incorporated herein by reference.
(13)	(a)	(ii)	Amended Schedule A dated March 1, 2008 to the Amended Administrative
			Services Agreement dated July 31, 1995 filed as Exhibit (h)(1)(b) to Post-
			Effective Amendment No. 134 filed March 13, 2008 (Accession No.
			0000940394-08-000450) and incorporated herein by reference.
	(b)	(i)	Administrative Services Agreement between Eaton Vance Mutual Funds
			Trust (on behalf of certain of its series) and Eaton Vance Management dated
			August 16, 1999 filed as Exhibit (h)(2) to Post-Effective Amendment No. 54
			filed August 26, 1999 (Accession No. 0000950156-99-000566) and
			incorporated herein by reference.
		(ii)	Schedule A dated August 10, 2007 to the Administrative Services Agreement
			dated August 16, 1999 filed as Exhibit (h)(2)(b) to Post-Effective
			Amendment No. 134 filed March 13, 2008 (Accession No. 0000940394-08-
			000450) and incorporated herein by reference.
	(c)	(i)	Transfer Agency Agreement dated as of August 1, 2008 filed as Exhibit
			(h)(1) to Post-Effective Amendment No. 70 of Eaton Vance Series Trust II
			(File Nos. 02-42722, 811-02258) filed October 27, 2008 (Accession No.
			0000940394-08-001324) and incorporated herein by reference.
		(ii)	Red Flag Services Amendment effective May 1, 2009 to the Transfer Agency
			Agreement filed as Exhibit (h)(2)(b) to Post-Effective Amendment No. 31 of
			Eaton Vance Municipals Trust II (File Nos. 33-71320, 811-8134) filed May
			28, 2009 (Accession No. 0000940394-09-000411) and incorporated herein
			by reference.
	(d)	Sub-Transfer Agency Services Agreement effective August 1, 2005 between PFPC
		Inc. and Eaton Vance Management filed as Exhibit (h)(4) to Post-Effective
		Amendment No. 109 filed August 25, 2005 (Accession No. 0000940394-05-
		000983) and incorporated herein by reference.
	(e)	(i)	Expense Waivers/Reimbursements Agreement between Eaton Vance
			Management and each of the Trusts (on behalf of certain of their series)
			listed on Schedule A dated October 16, 2007 filed as Exhibit (h)(5) to Post-
			Effective Amendment No. 131 filed November 26, 2007 (Accession No.
			0000940394-07-002010) and incorporated herein by reference.
		(ii)	Amended Schedule A effective November 30, 2009 to the Expense
			Waivers/Reimbursements Agreement dated October 16, 2007 filed as Exhibit
			(h)(5)(b) to Post-Effective Amendment No. 149 filed November 25, 2009
			(Accession No. 0000940394-09-000925) and incorporated herein by
			reference.
(14)	(a)	Consent of Independent Registered Public Accounting Firm regarding financial
		statements of Registrant filed herewith.
	(b)	Consent of Independent Registered Public Accounting Firm regarding financial

                                                                                             C-8

		statements of Registrant filed herewith.
(15)		Omitted Financial Statements – not applicable
(16)	(a)	(i)	Powers of Attorney for Eaton Vance Mutual Funds Trust dated November 1,
			2005 filed as Exhibit (q) to Post-Effective Amendment No. 102 of Eaton
			Vance Municipals Trust (File Nos. 33-572, 811-4409) (Accession No.
			0000940394-05-0091357) filed November 29, 2005 and incorporated herein
			by reference.
		(ii)	Power of Attorney for Eaton Vance Mutual Funds Trust dated January 25,
			2006 filed as Exhibit (q) to Post-Effective Amendment No. 104 of Eaton
			Vance Municipals Trust (File Nos. 33-572, 811-4409) (Accession No.
			0000940394-06-000148) filed January 30, 2006 and incorporated herein by
			reference.
		(iii)	Powers of Attorney for Eaton Vance Mutual Funds Trust dated April 23,
			2007 filed as Exhibit (q)(1)(c) to Post-Effective Amendment No. 125 filed
			April 30, 2007 (Accession No. 0000940394-07-000470) and incorporated
			herein by reference.
	(b)	Power of Attorney for Government Obligations Portfolio and Strategic Income
		Portfolio dated July 1, 2003 filed as Exhibit (q)(18) to Post-Effective Amendment
		No. 89 filed July 9, 2003 (Accession No. 0000940394-03-000488) and incorporated
		herein by reference.
	(c)	Power of Attorney for Tax-Managed Growth Portfolio dated July 1, 2003 filed as
		Exhibit (q)(3) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession
		No. 0000940394-03-000508) and incorporated herein by reference.
	(d)	Power of Attorney for Tax-Managed Small-Cap Value Portfolio dated July 1, 2003
		filed as Exhibit (q)(4) to Post-Effective Amendment No. 90 filed July 16, 2003
		(Accession No. 0000940394-03-000508) and incorporated herein by reference.
	(e)	Power of Attorney for Investment Portfolio dated July 1, 2003 filed as Exhibit
		(q)(5) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession No.
		0000940394-03-000508) and incorporated herein by reference.
	(f)	Power of Attorney for Floating Rate Portfolio dated July 1, 2003 filed as Exhibit
		(q)(6) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession No.
		0000940394-03-000508) and incorporated herein by reference.
	(g)	Power of Attorney for High Income Portfolio dated July 1, 2003 filed as Exhibit
		(q)(7) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession No.
		0000940394-03-000508) and incorporated herein by reference.
	(h)	Power of Attorney for Tax-Managed International Growth Portfolio (now Tax-
		Managed International Equity Portfolio) and Tax-Managed Multi-Cap Opportunity
		Portfolio dated July 1, 2003 filed as Exhibit (q)(8) to Post-Effective Amendment
		No. 90 filed July 16, 2003 (Accession No. 0000940394-03-000508) and

                                                                                    C-9

		incorporated herein by reference.
(16)	(i)	Power of Attorney for Tax-Managed Mid-Cap Core Portfolio dated July 1, 2003
		filed as Exhibit (q)(9) to Post-Effective Amendment No. 90 filed July 16, 2003
		(Accession No. 0000940394-03-000508) and incorporated herein by reference.
	(j)	Power of Attorney for Tax-Managed Small-Cap Growth Portfolio dated July 1,
		2003 filed as Exhibit (q)(10) to Post-Effective Amendment No. 90 filed July 16,
		2003 (Accession No. 0000940394-03-000508) and incorporated herein by
		reference.
	(k)	Power of Attorney for Tax-Managed Value Portfolio dated July 1, 2003 filed as
		Exhibit (q)(11) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession
		No. 0000940394-03-000508) and incorporated herein by reference.
	(l)	Power of Attorney for Cash Management Portfolio dated July 1, 2003 filed as
		Exhibit (q)(12) to Post-Effective Amendment No. 90 filed July 16, 2003 (Accession
		No. 0000940394-03-000508) and incorporated herein by reference.
	(m)	Power of Attorney for Investment Grade Income Portfolio dated August 11, 2003
		filed as Exhibit (q)(13) to Post-Effective Amendment No. 95 filed April 28, 2004
		(Accession No. 0000940394-04-000438) and incorporated herein by reference.
	(n)	Power of Attorney for Boston Income Portfolio dated December 29, 2004 filed as
		Exhibit (q)(14) to Post-Effective Amendment No. 100 filed December 30, 2004
		(Accession No. 0000940394-04-001222) and incorporated herein by reference.
	(o)	Power of Attorney for Eaton Vance Mutual Funds Trust dated April 29, 2005 filed
		as Exhibit (q)(15) to Post-Effective Amendment No. 106 filed June 27, 2005
		(Accession No. 0000940394-05-000759) and incorporated herein by reference.
	(p)	Power of Attorney for Tax-Managed Growth Portfolio, Tax-Managed International
		Equity Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Multi-Cap
		Opportunity Portfolio, Tax-Managed Small-Cap Growth Portfolio, Tax-Managed
		Small-Cap Value Portfolio, Tax-Managed Value Portfolio and Investment Grade
		Income Portfolio dated November 1, 2005 filed as Exhibit (q)(2) - (q)(5) to Post-
		Effective Amendment No. 93 of Eaton Vance Growth Trust (File Nos. 2-22019 and
		811-1241) filed December 23, 2005 (Accession No. 0000940394-05-001402) and
		incorporated herein by reference.
	(q)	Power of Attorney for Boston Income Portfolio, Cash Management Portfolio,
		Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio,
		Investment Grade Income Portfolio, Investment Portfolio, Strategic Income
		Portfolio, Tax-Managed Growth Portfolio, Tax-Managed Mid-Cap Core Portfolio,
		Tax-Managed Small-Cap Growth Portfolio and Tax-Managed Small-Cap Value
		Portfolio dated November 1, 2005 filed as Exhibit (q)(17) to Post-Effective
		Amendment No. 112 filed February 28, 2006 (Accession No. 0000940394-06-
		000201) and incorporated herein by reference.
	(r)	Power of Attorney for Boston Income Portfolio, Cash Management Portfolio,

                                                                                          C-10

		Floating Rate Portfolio, Government Obligations Portfolio, High Income Portfolio,
		Investment Grade Income Portfolio, Investment Portfolio, Strategic Income
		Portfolio and Tax-Managed International Equity Portfolio dated January 25, 2006
		filed as Exhibit (q)(18) to Post-Effective Amendment No. 112 filed February 28,
		2006 (Accession No. 0000940394-06-000201) and incorporated herein by
		reference.
(16)	(s)	Power of Attorney for Asian Small Companies Portfolio, Capital Growth Portfolio,
		Global Growth Portfolio, Greater China Growth Portfolio, Growth Portfolio,
		Investment Grade Income Portfolio, Large-Cap Value Portfolio, Small-Cap Growth
		Portfolio, South Asia Portfolio and Utilities Portfolio dated January 25, 2006 filed
		as Exhibit (q)(8) to Post-Effective Amendment No. 75 of Eaton Vance Special
		Investment Trust (File Nos. 2-27962, 811-1545) filed February 14, 2006 (Accession
		No. 0000940394-06-000187) and incorporated herein by reference.
	(t)	Power of Attorney for International Equity Portfolio dated February 13, 2006 filed
		as Exhibit (q)(20) to Post-Effective Amendment No. 113 filed March 14, 2006
		(Accession No. 0000940394-06-000285) and incorporated herein by reference.
	(u)	Power of Attorney for Emerging Markets Income Portfolio dated March 12, 2007
		filed as Exhibit (q)(21) to Post-Effective Amendment No. 124 filed April 13, 2007
		(Accession No. 0000940394-07-000400) and incorporated herein by reference.
	(v)	Power of Attorney for International Income Portfolio dated March 12, 2007 filed as
		Exhibit (q)(22) to Post-Effective Amendment No. 124 filed April 13, 2007
		(Accession No. 0000940394-07-000400) and incorporated herein by reference.
	(w)	Power of Attorney for Boston Income Portfolio, Cash Management Portfolio,
		Dividend Income Portfolio, Emerging Markets Income Portfolio, Floating Rate
		Portfolio, Government Obligations Portfolio, Global Macro Portfolio, High Income
		Portfolio, Investment Grade Income Portfolio, Investment Portfolio, International
		Equity Portfolio, International Income Portfolio, Tax-Managed Growth Portfolio,
		Tax-Managed International Equity Portfolio, Tax-Managed Mid-Cap Core
		Portfolio, Tax-Managed Multi-Cap Opportunity Portfolio, Tax-Managed Small-Cap
		Growth Portfolio, Tax-Managed Small-Cap Value Portfolio and Tax-Managed
		Value Portfolio dated April 23, 2007 filed as Exhibit (q)(23) to Post-Effective
		Amendment No. 125 filed April 30, 2007 (Accession No. 0000940394-07-000470)
		and incorporated herein by reference.
	(x)	Power of Attorney for Dividend Income Portfolio, International Equity Portfolio,
		Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-
		Managed Multi-Cap Opportunity Portfolio, Tax-Managed Small-Cap Growth
		Portfolio and Tax-Managed Value Portfolio dated April 23, 2007 filed as Exhibit
		(q)(24) to Post-Effective Amendment No. 125 filed April 30, 2007 (Accession No.
		0000940394-07-000470) and incorporated herein by reference.
	(y)	Power of Attorney for Cash Management Portfolio, International Equity Portfolio
		and Tax-Managed International Equity Portfolio dated April 23, 2007 filed as
		Exhibit (q)(25) to Post-Effective Amendment No. 125 filed April 30, 2007
		(Accession No. 0000940394-07-000470) and incorporated herein by reference.

                                                                                            C-11

(16)	(z)	Power of Attorney for Dividend Income Portfolio, Tax-Managed Growth Portfolio,
		Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Small-Cap Growth Portfolio
		and Tax-Managed Small-Cap Value Portfolio dated April 23, 2007 filed as Exhibit
		(q)(26) to Post-Effective Amendment No. 125 filed April 30, 2007 (Accession No.
		0000940394-07-000470) and incorporated herein by reference.
	(aa)	Power of Attorney for Cash Management Portfolio and Investment Grade Income
		Portfolio dated April 23, 2007 filed as Exhibit (q)(27) to Post-Effective Amendment
		No. 125 filed April 30, 2007 (Accession No. 0000940394-07-000470) and
		incorporated herein by reference.
	(bb)	Power of Attorney for Senior Debt Portfolio dated August 6, 2007 filed as Exhibit
		(q)(28) to Post-Effective Amendment No. 128 filed August 10, 2007 (Accession
		No. 0000940394-07-000956) and incorporated herein by reference.
	(cc)	Power of Attorney for Eaton Vance Mutual Funds Trust dated November 1, 2007
		filed as Exhibit (q)(29) to Post-Effective Amendment No. 131 filed November 26,
		2007 (Accession No. 0000940394-07-002010) and incorporated herein by
		reference.
	(dd)	Power of Attorney for Eaton Vance Mutual Funds Trust dated November 12, 2007
		filed as Exhibit (q)(30) to Post-Effective Amendment No. 131 filed November 26,
		2007 (Accession No. 0000940394-07-002010) and incorporated herein by
		reference.
	(ee)	Power of Attorney for Eaton Vance Mutual Funds Trust dated January 1, 2008 filed
		as Exhibit (q)(31) to Post-Effective Amendment No. 133 filed February 27, 2008
		(Accession No. 0000940394-08-000137) and incorporated herein by reference.
	(ff)	Power of Attorney for Boston Income Portfolio, Cash Management Portfolio,
		Dividend Income Portfolio, Emerging Markets Income Portfolio, Emerging Markets
		Portfolio, Floating Rate Portfolio, Global Macro Portfolio, Government Obligations
		Portfolio, High Income Portfolio, International Equity Portfolio, International
		Income Portfolio, Investment Grade Income Portfolio, Investment Portfolio, Senior
		Debt Portfolio, Tax-Managed Growth Portfolio, Tax-Managed International Equity
		Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Multi-Cap Growth
		Portfolio, Tax- Managed Small-Cap Growth Portfolio, Tax-Managed Small-Cap
		Value Portfolio and Tax-Managed Value Portfolio dated January 1, 2008 filed as
		Exhibit (q)(32) to Post-Effective Amendment No. 133 filed February 27, 2008
		(Accession No. 0000940394-08-000137) and incorporated herein by reference.
	(gg)	Power of Attorney for Eaton Vance Mutual Funds Trust dated November 17, 2008
		and filed as Exhibit (q)(33) to Post-Effective Amendment No. 137 filed December
		18, 2008 (Accession No. 0000940394-08-001573) and incorporated herein by
		reference.
	(hh)	Power of Attorney for Boston Income Portfolio, Cash Management Portfolio,
		Dividend Income Portfolio, Emerging Markets Local Income Portfolio, Emerging
		Markets Portfolio, Floating Rate Portfolio, Global Macro Portfolio, Government
		Obligations Portfolio, High Income Opportunities Portfolio, International Equity

                                                                                            C-12

		Portfolio, International Income Portfolio, Investment Grade Income Portfolio,
		Investment Portfolio, Senior Debt Portfolio, Tax-Managed Growth Portfolio, Tax-
		Managed International Equity Portfolio, Tax-Managed Mid-Cap Core Portfolio,
		Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Growth
		Portfolio, Tax-Managed Small-Cap Value Portfolio and Tax-Managed Value
		Portfolio dated November 17, 2008 filed as Exhibit (q)(34) to Post-Effective
		Amendment No. 137 filed December 18, 2008 (Accession No. 0000940394-08-
		001573) and incorporated herein by reference.
(16)	(ii)	Power of Attorney for Multi-Sector Portfolio dated April 27, 2009 filed as Exhibit
		(q)(35) to Post-Effective Amendment No. 144 filed June 30, 2009 (Accession No.
		0000940394-09-000528) and incorporated herein by reference.
	(jj)	Power of Attorney for Build America Bond Portfolio dated October 19, 2009 filed
		as Exhibit (q)(36) to Post-Effective Amendment No. 148 filed November 17, 2009
		(Accession No. 0000940394-09-000877) and incorporated herein by reference.
(17)	(a)	(i)	Prospectus and Statement of Additional Information, as supplemented, each
			dated December 4, 2009, of the Eaton Vance Cash Management Fund filed
			herewith.
		(ii)	Prospectus and Statement of Additional Information, as supplemented, each
			dated March 1, 2009, of Eaton Vance Money Market Fund filed herewith.
	(b)	Eaton Vance Cash Management Fund and Eaton Vance Money Market Fund
		Annual Report to Shareholders for the period ended October 31, 2009 filed
		herewith.

Item 17.   Undertakings.

     (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933 (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

     (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

     (3) The undersigned Registrant agrees to file by post-effective amendment, an opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion.

C-13

SIGNATURES

     As required by the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement has been signed on behalf of the Registrant, in the City of Boston, and the Commonwealth of Massachusetts, on the 23^rd day of December, 2009.

EATON VANCE MUTUAL FUNDS TRUST

/s/Thomas E. Faust Jr.
Thomas E. Faust Jr.
President

     Pursuant to the requirements of Section 6(a) of the 1933 Act, this Registration Statement has been signed below by the Registrant’s Principal Executive Officer, Principal Financial and Accounting Officer and a majority of its Trustees on the date indicated:

Signatures	Title	Date
/s/ Thomas E. Faust Jr.	Trustee and
Thomas E. Faust Jr.	President (Chief Executive Officer)	December 23, 2009
/s/ Barbara E. Campbell	Treasurer (and Principal Financial
Barbara E. Campbell	and Accounting Officer	December 23, 2009
Benjamin C. Esty*
Benjamin C. Esty	Trustee	December 23, 2009
Allen R. Freedman*
Allen R. Freedman	Trustee	December 23, 2009
William H. Park*
William H. Park	Trustee	December 23, 2009
Ronald A. Pearlman*
Ronald A. Pearlman	Trustee	December 23, 2009
Helen Frame Peters*
Helen Frame Peters	Trustee	December 23, 2009
Heidi L. Steiger*
Heidi L. Steiger	Trustee	December 23, 2009
Lynn A. Stout*
Lynn A. Stout	Trustee	December 23, 2009
Ralph F. Verni*
Ralph F. Verni	Trustee	December 23, 2009
* By: /s/ Maureen A. Gemma
Maureen A. Gemma
(As Attorney-in-fact)

SIGNATURES

     As required by the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement has been signed on behalf of the Registrant, in the City of Boston, and the Commonwealth of Massachusetts, on the 23^rd day of December, 2009.

CASH MANAGEMENT PORTFOLIO

/s/Duke Laflamme
Duke Laflamme
President

     Pursuant to the requirements of Section 6(a) of the 1933 Act, this Registration Statement has been signed below by the Registrant’s Principal Executive Officer, Principal Financial and Accounting Officer and a majority of its Trustees on the date indicated:

Signatures	Title	Date
/s/ Duke Laflamme
Duke Laflamme	President (Chief Executive Officer)	December 23, 2009
/s/ Barbara E. Campbell	Treasurer (and Principal Financial
Barbara E. Campbell	and Accounting Officer	December 23, 2009
Benjamin C. Esty*
Benjamin C. Esty	Trustee	December 23, 2009
Thomas E. Faust Jr.*
Thomas E. Faust Jr.	Trustee	December 23, 2009
Allen R. Freedman*
Allen R. Freedman	Trustee	December 23, 2009
William H. Park*
William H. Park	Trustee	December 23, 2009
Ronald A. Pearlman*
Ronald A. Pearlman	Trustee	December 23, 2009
Helen Frame Peters*
Helen Frame Peters	Trustee	December 23, 2009
Heidi L. Steiger*
Heidi L. Steiger	Trustee	December 23, 2009
Lynn A. Stout*
Lynn A. Stout	Trustee	December 23, 2009
Ralph F. Verni*
Ralph F. Verni	Trustee	December 23, 2009
* By: /s/ Maureen A. Gemma
Maureen A. Gemma
(As Attorney-in-fact)

                                                                              EXHIBIT INDEX

The following exhibits are filed as a part of this Registration Statement:

Exhibit Number       Description

(11)			Opinion and Consent of Counsel as to legality of securities being registered by
			Registrant
(14)			Consent of Independent Registered Public Accounting Firm regarding financial
			statements of Eaton Vance Cash Management Fund
(17)	(a)	(i)	Prospectus and Statement of Additional Information, each dated December 4, 2009, as
			supplemented, of Eaton Vance Cash Management Fund
		(ii)	Prospectus and Statement of Additional Information, each dated March 1, 2009, as
			supplemented, of Eaton Vance Money Market Fund
	(b)	(i)	Eaton Vance Cash Management Fund and Eaton Vance Money Market Fund Annual
			Report to Shareholders for the period ended October 31, 2009

EX-99.(11)

EXHIBIT (11)

December 23, 2009

Eaton Vance Mutual Funds Trust
Two International Place
Boston, MA 02110

Ladies and Gentlemen:

     Eaton Vance Mutual Funds Trust (the “Trust”) is a voluntary association (commonly referred to as a “business trust”) established under Massachusetts law with the powers and authority set forth under its Amended and Restated Declaration of Trust dated August 17, 1993, as amended (the “Declaration of Trust”). The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the Declaration of Trust, the Trustees may authorize one or more series or classes of shares, without par value, and the number of shares of each series or class authorized is unlimited.

     This opinion is furnished in connection with the registration by the Trust of Class B shares (the “Shares”) of Eaton Vance Cash Management Fund, a separate series of the Trust, to be issued pursuant to an Agreement and Plan of Reorganization (the “Agreement”), the form of which will be filed as part of a registration statement on Form N-14 filed on December 23, 2009 (the “Registration Statement”).

     Under the Declaration of Trust, the Trustees may from time to time issue and sell or cause to be issued and sold shares of the Trust for cash or for property. All such shares, when so issued, shall be fully paid and nonassessable by the Trust.

     I am a member of the Massachusetts bar and have acted as internal legal counsel to the Trust in connection with the registration of the Shares and the preparation of the Registration Statement. I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as I have deemed necessary or appropriate for the purpose of this opinion.

     Based upon the foregoing, and with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that under existing law:

     1. All legal requirements have been complied with in the creation of the Trust, and the Declaration of Trust is legal and valid.

     2. The Shares, as issued and consideration therefore paid in accordance with the Agreement, will be legally issued, fully paid and nonassessable by the Trust. In this regard, however, I note that the Trust is a Massachusetts business trust and, under certain circumstances, shareholders of a Massachusetts business trust could be held personally liable for the obligations of the Trust.

Eaton Vance Mutual Funds Trust
December 23, 2009
Page 2

     I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/Velvet R. Regan
Velvet R. Regan, Esq.
Vice President, Eaton Vance Management

EX-99.(14)

EXHIBIT (14)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated December 17, 2009, relating to the financial statements and financial highlights of Eaton Vance Cash Management Fund and Eaton Vance Money Market Fund, each a series of Eaton Vance Mutual Funds Trust, appearing in the Annual Reports on Form N-CSR for the year ended October 31, 2009, and to the references to us under the headings “Cash Management Fund Financial Highlights,” “Money Market Fund Financial Highlights,” and “Experts” in the Prospectus and Information Statement, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
December 23, 2009

EX-99.(17)(A)(I)

Eaton Vance Money Market Fund
Supplement to Prospectus dated March 1, 2009

Eaton Vance Cash Management Fund
Supplement to Prospectus dated December 4, 2009

On October 19, 2009, the Boards of Trustees of each Fund
and Cash Management Portfolio (the "Portfolio"), approved a
change to the investment policies of each Fund and the
Portfolio to provide that each will invest substantially all of its
net assets in obligations of the U.S. Government and its
agencies and instrumentalities. Implementation of this
change is expected to be completed on or about March 1,
2010. In connection with the policy change, Eaton Vance
Cash Management Fund will change its name to Eaton Vance
U.S. Government Money Market Fund and the Portfolio will
change its name to U.S. Government Money Market Portfolio.
In addition, the Trustees approved the reorganization of Eaton
Vance Money Market Fund into Class B shares of Eaton
Vance Cash Management Fund. The reorganization is
expected to be consummated on or about March 1, 2010.

December 7, 2009                                                                 [CODE]

Eaton Vance Cash Management Fund
Class A Shares Class B Shares Class C Shares

^
^A diversified money market mutual ^fund

Prospectus Dated
^December 4, 2009

The Securities and Exchange Commission has not approved or disapproved these securities or
determined whether this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

Information in this prospectus
	Page		Page
Fund ^Summary	2	Sales Charges	^7
Investment ^Objective & Principal Policies and Risks	^4	Redeeming Shares	^8
Management and Organization	^4	Shareholder Account Features	^9
Valuing Shares	^5	Tax Information	^10
Purchasing Shares	^5	Financial Highlights	^11

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

Fund ^Summary

Investment Objective and Principal Strategies. ^The Fund’s investment objective is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity.

The ^Fund currently invest ^its assets in a separately diversified registered investment company (Cash Management Portfolio, referred to herein as the “Portfolio”) with the same objective and policies and managed by an affiliate of Eaton Vance Management. Permissible investments include various types of high quality, U.S. dollar denominated money market instruments of domestic and foreign issuers, such as securities issued or guaranteed by the U.S. government or its agencies and ^instrumentalities and high-quality, short-term obligations issued by banks and corporations. The Portfolio may invest significantly in securities issued by various U.S. government-sponsored entities, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Banks. While such issuers may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury.

The Fund offers three classes of shares. Class A shares are offered for direct purchase or in exchange for Class A shares of other Eaton Vance Funds. Class B and Class C shares only are offered in exchange for Class B and Class C shares, respectively, of other Eaton Vance Funds.

Principal Risk Factors. ^The Fund’s yield will change as the short-term securities in the Portfolio mature and the proceeds are reinvested in securities with different interest rates.

In addition, certain events could reduce ^the Fund’s income level and/or share price, such as a sharp rise in prevailing short-term interest rates; adverse developments in the banking industry, which issues or guarantees many money market securities; adverse economic, political or other developments affecting domestic and/or foreign issuers of money market securities; changes in the credit quality of issuers; bankruptcy of an issuer; and default by a counterparty in a portfolio transaction.

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. Although ^the Fund seeks to ^maintain a net asset value of ^$1.00 per share, there can be no assurance that it will be able to do so and it is possible to lose money by investing in ^the Fund.

^

2

Performance Information. The following bar chart and table provide information about the Fund’s performance for each of the past ten calendar years through December 31, 2008. The returns in the bar chart are for Class A shares and do not reflect a sales charge. No performance is shown for Class B and Class C shares because they had not been offered as of December 31, 2008. Although past performance is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change.

During the ten years ended December 31, 2008, the Fund’s highest quarterly total return was 1.49% for the quarter ended September 30, 2000, and its lowest quarterly return was 0.06% for the quarter ended June 30, 2004. The Fund’s annualized current and effective yields for the seven-day period ended October 31, 2008 were 1.67% and 1.68%, respectively. For the seven-day period ended ^November 30, 2009, such yields were 0.00%. The Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero. This undertaking may be withdrawn at any time and is subject to recoupment. For current yield information call 1-800-262-1122. Performance is for the stated time period only; due to market volatility the Fund’s current performance may be lower or higher.

Average Annual Total Return as of December 31, 2008	One Year	Five Years	Ten Years
Class A shares	2.40%	2.93%	2.96%

^

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

Shareholder Fees				Annual Fund Operating Expenses
(fees paid directly from your investment)	Class A	Class B	Class C	(expenses that are deducted from Fund and Portfolio assets)	Class A	Class B	Class C
Maximum Sales Charge (Load) (as a percentage of offering price)	None	None	None	Management Fees	0.50%	0.50%	0.50%
Maximum Deferred Sales Charge (Load) (as a percentage of the lower				Distribution and Service (12b-1) Fees	n/a	0.90%	0.90%
of net asset value at time of purchase or time of redemption)	None	5.00%*	1.00%	Other Expenses**	0.10%	0.10%	0.10%
Maximum Sales Charge (Load) Imposed on Reinvested Distributions	None	None	None	Total Annual Fund Operating Expenses	0.60%	1.50%	1.50%

*	When Class B shares are redeemed, they will be subject to any contingent deferred sales charge ("CDSC") to which such shares were subject prior to being exchanged into the Fund.
^
**	Other Expenses for Class B and Class C are estimated.

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 as stated in the Fund Fees and Expenses tables above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:^

	1 Year	3 Years	5 Years	10 Years
Class A	$61	$192	$ 335	$ 750
Class B*	$653	$874	$1,018	$1,547
Class C	$253	$474	$ 818	$1,791
You would pay the following expenses if you did not redeem your shares:^
	1 Year	3 Years	5 Years	10 Years
Class A	$61	$192	$335	$ 750
Class B*	$153	$474	$818	$1,547
Class C	$153	$474	$818	$1,791

*      Reflects the expenses of Class A shares after eight years because Class B shares automatically convert to Class A shares after eight years.

3

Investment ^Objective & Principal Policies and Risks

^The Fund’s investment objective is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. ^The Fund currently seeks to meet its investment objective by investing in Cash Management Portfolio, a separate open-end investment company that has the same objective and policies. ^The Fund’s investment objective and policies may be changed by the Trustees without shareholder approval; as a matter of policy, however, the Trustees would not materially change the investment objective of ^the Fund without shareholder approval. ^Shareholders will receive 60 days notice of any material change in ^the Fund’s investment objective. ^While the Fund seeks to maintain a constant net asset value of $1.00 per share, ^there can be no assurance it will be able to do so.

The Portfolio invests in high quality, U.S. dollar-denominated money market instruments of domestic and foreign issuers, including U.S. Government securities and prime commercial paper. When appropriate, the Portfolio may also invest in high-grade short-term obligations other than prime commercial paper as well as certificates of deposit, bankers’ acceptances and other short-term securities issued by domestic or foreign banks or their subsidiaries or branches. The Portfolio may invest without limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks. Such investments involve special risks. These include unfavorable political and economic developments, possible withholding taxes, seizure of foreign deposits, interest limitations or other governmental restrictions which might affect payment of principal and interest. Additionally, there may be less public information available about foreign banks and their branches. Foreign branches of foreign banks are not regulated by U.S. banking authorities, and generally are not bound by accounting, auditing and financial reporting standards comparable to U.S. banks. The Portfolio does not limit the amount of its assets which can be invested in one type of instrument or in any foreign country.

The Portfolio will invest only in U.S. dollar-denominated money market instruments meeting credit criteria which the Trustees believe present minimal credit risk, and that are (i) short-term obligations rated in one of the two highest short-term ratings categories by at least two nationally recognized rating services (or if only one rating service has rated the security, by that service), or (ii) unrated securities determined by the investment adviser to be of comparable quality. The Portfolio will maintain a dollar-weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. The Portfolio may invest in variable or floating-rate securities some of which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deemed to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. The Portfolio will not invest more than 5% (determined at the time of investment) of its total assets in securities rated in the second highest short-term rating category or comparable unrated securities. Subject to the policies of Rule 2a-7 under the Investment Company Act of 1940, the Portfolio does not intend to purchase securities of any issuer if, immediately thereafter, more than 5% of its total assets would be invested in securities of that issuer.

Consistent with its investment objective, the Portfolio will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. The Portfolio may also invest to take advantage of what its investment adviser believes to be temporary disparities in yields of different segments of the money market or among particular instruments within the same segment of the market. If Fund expenses exceed income, Fund shareholders will not receive distributions.

The Portfolio may purchase securities on a when-issued basis and for future delivery by means of “forward commitments”, for which segregated accounts are used when required. The Portfolio may enter into repurchase agreements. These transactions must be fully collateralized at all times, but involve some risk if the counterparty should default on its obligations or if the Portfolio is delayed or prevented from recovering the collateral.

^

The Portfolio’s investments in certain debt obligations may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the Portfolio could be required at times to liquidate other investments in order to satisfy its distribution requirements.

Management and Organization

Management. The Portfolio’s investment adviser is Boston Management and Research (“BMR”), a subsidiary of Eaton Vance Management (“Eaton Vance”), with offices at Two International Place, Boston, MA 02110^. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its affiliates currently manage over $155 billion on behalf of mutual funds, institutional clients and individuals.

Under its investment advisory agreement, BMR receives a monthly advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio up to $1 billion. On net assets of $1 billion or more, BMR has contractually agreed to reduce its advisory fee as follows: 0.475% annually of average daily net assets of $1 billion but less than $2 billion; 0.450% of average daily net assets of $2 billion but less than $5 billion; 0.425% of average daily net assets of $5 billion but less than $10 billion; and 0.400%

4

of average daily net assets of $10 billion and over. For the fiscal year ended October 31, 2008, the effective annual rate of investment advisory fee paid to BMR, based on average daily net assets of the ^Portfolio, was 0.48%.

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

Duke E. Laflamme is the portfolio manager of the Portfolio (since 2008). He also manages other Eaton Vance portfolios, has been an Eaton Vance portfolio manager for more than five years and is a Vice President of Eaton Vance and BMR.

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

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

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

Organization. The Fund is a series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust. Effective December 4, 2009, the Fund commenced offering multiple classes of shares. Shares outstanding prior to that date are now designated as Class A shares. Each Class represents a pro rata interest in the Fund but is subject to different expenses and rights. The Fund does not hold annual shareholder meetings, but may hold special meetings for matters that require shareholder approval (like electing or removing trustees, approving management contracts or changing investment policies that may only be changed with shareholder approval). As a Portfolio investor, the Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, the Fund will hold a meeting of its shareholders to consider Portfolio matters and then vote its interest in the Portfolio in proportion to the votes cast by its shareholders. The Fund can withdraw its Portfolio investment at any time without 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 purchase price of Fund shares is their net asset value, which is derived from the value of Portfolio holdings. The investments of the Portfolio are valued at amortized cost according to a Securities and Exchange Commission rule. The Portfolio and the ^Fund normally will not ^have unrealized gains or losses so long as the Portfolio values its investments by the amortized cost method. Under certain circumstances, the Portfolio may be required to value its investments at market value, such as when the value of investments at market prices deviates significantly from their amortized cost.

When purchasing or redeeming Fund shares through ^a financial intermediary, your ^financial intermediary must ^receive your order ^not later than 4:00 p.m. in order for the purchase price or the redemption price to be based on that day’s net asset value per share. It is the ^financial intermediary’s responsibility to transmit orders promptly. The Fund may accept purchase and redemption orders as of the time of their receipt by certain ^financial intermediaries (or their designated intermediaries).

Purchasing Shares

^

Class A, Class B and Class C shares of the Fund are offered to shareholders in exchange for their Class A, Class B and Class C shares of the Eaton Vance Group of Funds. You may also purchase Class A shares directly through your financial intermediary or by requesting your bank to transmit immediately available funds (Federal Funds) by wire. To make an initial investment in Class A shares by wire, you must complete an account application and telephone the Shareholder Services Department at 1-800-262-1122 to be assigned an account number. You may request an account application by calling 1-800-262-1122. The Shareholder Services Department must be advised by telephone of each additional investment by wire. If you purchase shares through a financial intermediary, that intermediary 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 for any reason. The Fund does not issue share certificates.

Class A shares

Your initial investment must be at least $1,000. After your initial investment, additional investments in Class A shares may be made in any amount at any time by sending a check payable to the order of the Fund or the transfer agent directly to the transfer

5

agent (see back cover for address). Please include your name and account number and the name of the Fund and class of shares with each investment.

You may make automatic investments in Class A shares of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time) for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts, certain group purchase plans (including tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers), and for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information).

Transactions in money market instruments normally require immediate settlement in federal funds. The ^Fund intends at all times to be as fully invested as is feasible in order to maximize earnings. Accordingly, purchase orders will be executed at the net asset value next determined after ^the Fund has received payment ^for the ^purchased shares. Information on how to procure a Federal Reserve Draft or to transmit federal funds by wire is available at banks. A bank may charge for these services.

^

From time to time, a substantial portion of ^the Fund may be held by shareholders that have invested in the Fund as part of a short-term investment strategy. Shareholders employing such a strategy may purchase and redeem Fund shares frequently. Frequent trading may cause ^the Fund to experience high portfolio turnover, which may result in higher Fund transaction costs. While there is no limit on purchases and redemptions by investors, ^the Fund or the principal underwriter may reject or cancel any purchase order (including an exchange) from an investor or group of investors for any reason.

Choosing a Share Class. The Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. Set forth below is a brief description of each class of shares offered by the Fund. Class B and Class C shares are offered only to shareholders in exchange for their Class B and Class C shares of the Eaton Vance Group of Funds.

Class A shares are offered at net asset value with no front-end sales charge. Class A shares do not pay distribution or service fees.

Class B shares are offered at net asset value with no front-end sales charge. If you sell your Class B shares within a specified number of years, you generally will be subject to a CDSC. The amount of the CDSC applicable to a redemption of Class B shares decreases over time, as described in the CDSC schedules in “Contingent Deferred Sales Charge” under “Sales Charges” below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See “CDSC Waivers” under “Sales Charges” below. Class B shares pay distribution fees and service fees equal to 0.90% annually of average daily net assets. Class B shares automatically convert to Class A shares eight years after purchase. Class B shares are offered only to shareholders in exchange for their Class B shares of the Eaton Vance Group of Funds.

Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within one year of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution fees and service fees equal to 0.90% annually of average daily net assets. Class C shares are offered only to shareholders in exchange for their Class C shares of the Eaton Vance Group of Funds.

Payments to ^Financial Intermediaries. In addition to payments disclosed under "Sales Charges" below, the principal underwriter, out of its own resources, may make cash payments to certain ^financial intermediaries who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in preferred or specialized selling programs. Payments made by the principal underwriter to ^a financial intermediary may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that ^financial intermediary. ^Financial intermediaries also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to ^financial intermediaries to the extent permitted by applicable laws and regulations.

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

6

Sales Charges

^

Contingent Deferred Sales Charge. Class B and Class C shares are subject to a CDSC on certain redemptions. Class C shares are subject to a 1.00% CDSC if redeemed within one year of purchase. Class B shares are subject to the CDSC schedule which such shares were subject to prior to their exchange into the Fund. CDSCs are based on the lower of the net asset value at the time of purchase or at the time of redemption. Shares acquired through the reinvestment of distributions are exempt from the CDSC. Redemptions are made first from shares that are not subject to a CDSC. CDSC schedules applicable to Class B shares of other Eaton Vance Funds are as follows:

		Year of Redemption After Purchase	CDSC
Year of Redemption After Purchase	CDSC	First	3.0%
First or Second	5%	Second	2.5%
Third	4%	Third	2.0%
Fourth	3%	Fourth	1.0%
Fifth	2%	Fifth or following	0%
Sixth	1%
Seventh or following	0%

Consult the prospectus of the Fund from which you exchanged for the CDSC applicable to your Class B shares.

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

When shares of another Eaton Vance fund that are subject to a CDSC are exchanged for shares of ^the Fund as described under “Purchasing Shares” above, the CDSC will continue to apply to the new shares at the original CDSC rate and the new shares will continue to age from the date of the original purchase.

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

Distribution and Service Fees. ^ Class B and Class C shares have in effect plans under Rule 12b-1 that ^allow the Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”) and service fees for personal and/or shareholder account services. ^Class B and Class C shares pay distribution fees to the principal underwriter of 0.75% of average daily net assets annually^. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. ^Financial intermediaries receive 0.75% of the ^value of ^Class C shares ^in annual distribution fees. ^ Class B and Class C shares also pay service fees to the principal underwriter equal to ^0.15% of average daily net assets ^annually. ^After the sale of shares, the principal underwriter ^receives the Class B and Class C service fees ^for one year and thereafter financial intermediaries generally receive them based on the value of shares sold by such ^intermediaries for shareholder servicing performed by such ^financial intermediaries. Although there is no present intention to do so, ^Class B and Class C could pay service fees of up to 0.25% annually upon ^Trustee approval. Distribution and service fees are subject to the limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.

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

7

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 (for instance, a joint account must be signed by all registered owners to be accepted) and a signature guarantee may be required. Call 1-800-262-1122 for additional information. You can obtain a signature guarantee at banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations that participate in The Securities Transfer Agents Medallion Program, Inc. (STAMP, Inc.). Only signature guarantees issued in accordance with STAMP, Inc. will be accepted. You may be asked to provide additional documents if your shares are registered in the name of a corporation, partnership or fiduciary.
By Telephone	You can redeem up to $100,000 per account (which may include shares of one or more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time). Proceeds of a telephone redemption can be sent only to the account address or to a bank pursuant to prior instructions. Shares held by corporations, trusts or certain other entities and shares that are subject to fiduciary arrangements cannot be redeemed by telephone.
By Check	You may obtain forms to establish checkwriting privileges by calling 1-800-262-1122. Checks may be drawn on your account in any amount of $500 or more. You will be required to complete signature cards and will be subject to certain rules in connection with this privilege. There is no charge for this service.
Through a Financial Intermediary	Your financial intermediary is responsible for transmitting the order promptly. A financial intermediary 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 in ^proper form (meaning that it is complete and contains all necessary information) by the Fund’s transfer ^agent or your financial intermediary. Your redemption proceeds normally 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 regular mail. However, if you have given complete written authorization in advance, you may request that the redemption proceeds be wired directly to your bank account. The bank designated may be any bank in the United States. The request may be made by calling 1-800-262-1122 or by sending a signature guaranteed letter of instruction to the transfer agent (see back cover for address). Corporations, trusts and other entities may need to provide additional documentation. You may be required to pay the costs of such transaction by the Fund or your bank. No costs are currently charged by the Fund. However, charges may apply for expedited mail delivery services. The Fund may suspend or terminate the expedited payment procedure upon at least 30 days’ notice.

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

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

8

Shareholder Account Features

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

•Full Reinvest Option	Distributions in cash are reinvested in additional shares. This option will be assigned if
	you do not specify an option.
•Cash Option	Distributions in cash are paid in cash.
•Exchange Option	Distributions are reinvested in additional shares of any class of another Eaton Vance fund
	chosen by you, subject to the terms of that fund’s prospectus. Before selecting this
	option, you must obtain a prospectus of the other fund and consider its objectives, risks,
	and charges and expenses carefully.

Information ^about the ^Fund. From time to time, you may receive the following:

• Semiannual and annual reports, containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, performance information and financial statements.
• Periodic account statements, showing recent activity and total share balance.
• 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.

Most fund information (including semiannual and annual reports, prospectuses and proxy statements) as well as your periodic account statements can be delivered electronically. For more information please go to www.eatonvance.com^/edelivery.

The Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. The Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information that is filed with the SEC is posted on the Eaton Vance website (www.eatonvance.com) approximately 60 days after the end of the quarter to which it relates. Portfolio holdings information as of each calendar quarter end is posted to the website 30 days after such quarter end. The Funds also post information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the most recent calendar quarter end.

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

Tax-Deferred Retirement Plans. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You generally may ^exchange your ^Class A shares for Class A shares of another Eaton Vance fund. These exchanges are made at the public offering price (which generally includes the sales charge applicable to Class A shares), unless your ^Class A shares were acquired as the result of an exchange from Class A of another Eaton Vance fund. In such case, the exchange generally will be made at net asset value. You may exchange your ^Class B and Class C shares for Class B and Class C shares of another Eaton Vance fund. These exchanges are made at net asset value^. If your shares are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. For purposes of the CDSC, your shares will continue to age from the date of your original purchase.

Before exchanging, you should read the prospectus of the new fund carefully. Exchanges are subject to the terms applicable to purchases of the new fund’s shares as set forth in its prospectus. If you wish to exchange shares, you may write to the transfer agent (see back cover for address) or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days’ notice of any material change to the privilege. While there is no limit on purchases and redemptions of the Funds, this privilege may not be used for “market timing” in other Eaton Vance funds. As described under "Purchasing Shares", purchase orders (including exchanges) may be rejected or cancelled for any reason^.^

^

Telephone and Electronic Transactions. You can redeem or exchange shares by telephone as described in this prospectus. In addition, certain transactions may be conducted through the Eaton Vance website. The transfer agent and the principal underwriter have procedures in place to authenticate telephone and electronic instructions (such as using security codes

9

or verifying personal account information). As long as the transfer agent and principal underwriter follow reasonable procedures, they will not be responsible for unauthorized telephone or electronic transactions and you bear the risk of possible loss resulting from these transactions. Telephone instructions are recorded.

“Street Name” Accounts. If your shares are held in a “street name” account at ^a financial intermediary, that ^intermediary (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 ^financial intermediary to purchase, redeem or exchange shares, to make changes in your account, or to obtain account information. You will not be able to utilize a number of shareholder features, such as telephone transactions, directly with the Fund. If you transfer shares in a “street name” account to an account with another ^financial intermediary or to an account directly with the Fund, you should obtain historical information about your shares prior to the transfer.

Withdrawal Plan. You may redeem ^shares on a regular ^periodic basis by establishing a systematic withdrawal plan. ^ Withdrawals will not be ^subject to any applicable CDSC if they are, ^in the ^aggregate, less than or equal to 12% annually ^of the greater of either the initial account balance or the current account balance.

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires ^financial institutions to obtain, verify and record information that identifies each ^new customer who opens a Fund ^account and ^to determine whether such person’s name appears on government lists of known or suspected terrorists or terrorist organizations. When you open an account, the transfer agent or your ^financial intermediary will ask you for your name, address, date of birth (for individuals), residential or business street address (although post office boxes are still permitted for mailing) and social security number, taxpayer identification number, or other government-issued identifying ^number. You also may be asked to produce a copy of your driver’s ^license, passport or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic databases. Other information or documents may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying ^information described above. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the ^financial intermediary is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information or documents from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically ^redeemed at the net asset value next determined. If ^the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption. The Fund has also designated an anti-money laundering compliance officer.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122 Monday through Friday, 8:00 a.m. to ^6:00 p.m. (eastern time), or write to the transfer agent (see back cover for address).

^
Tax Information

^The Fund declares dividends daily and pays distributions each month. Long-term capital gains, if any, will be distributed at least annually. Monthly distributions from the ^Fund of any investment income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains are taxable as long-term capital gains.

Certain distributions paid in January (if any) may be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction. Distributions from the ^Fund are expected to consist primarily of ordinary income. Distributions will be taxed as described herein whether they are paid in cash or reinvested in additional shares.

^

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

10

^

Financial Highlights

The financial highlights are intended to help you understand the Fund’s financial performance for the period(s) indicated. 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 at net asset value). This information (except for the six months ended April 30, 2009) has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, except that information for the year ended December 31, 2006 and all prior periods presented was audited by another independent registered public accounting firm. The report of Deloitte & Touche LLP and the Fund’s annual financial statements and unaudited semiannual financial statements for the six months ended April 30, 2009 are incorporated herein by reference and included in the Fund’s annual and/or semiannual report, which is available ^upon request. Financial Highlights information is not provided for Class B and Class C shares of the Fund because those classes had not commenced operations as of April 30, 2009.

^

			Cash Management Fund
	Six Months Ended	Year Ended	Period Ended
	April 30,	October 31,	October 31,		Year Ended December 31,
	2009 (unaudited)	2008	2007(1)	2006	2005	2004	2003
Net asset value - Beginning of period	$ 1.000	$1.000	$1.000	$1.000	$ 1.000	$ 1.000	$1.000
Income (loss) from operations
Net investment income	$ 0.002	$0.030	$0.040	$0.043	$ 0.024	$ 0.006	$0.005
Less distributions
From net investment income	$ (0.002)	$ (0.030)	$(0.040)	$ (0.043)	$ (0.024)	$ (0.006)	$ (0.005)
Total distributions	$ (0.002)	$ (0.030)	$(0.040)	$ (0.043)	$ (0.024)	$ (0.006)	$ (0.005)
Net asset value - End of period	$ 1.000	$1.000	$1.000	$1.000	$ 1.000	$ 1.000	$1.000
Total Return(2)	0.17%(8)	3.02%	4.04%(8)	4.40%(3)	2.48%(3)	0.60%	0.48%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$236,914	$342,517	$174,122	$119,983	$94,969	$98,165	$101,364
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction(4)(5)	0.66%(6)(7)	0.58%	0.62%(7)	0.75%	0.80%	0.79%	0.68%
Net investment income	0.39%(7)	2.90%	4.82%(7)	4.32%	2.46%	0.60%	0.47%

(1) For the ten months ended October 31, 2007. The Fund changed its fiscal year end from December 31 to October 31.

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

(3) During the years ended December 31, 2006 and December 31, 2005, the investment adviser reimbursed the Fund, through its investment in the Portfolio, for net losses realized on the disposal of investments which did not meet the Portfolio’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the years ended December 31, 2006 and December 31, 2005.

(4) Includes the Fund’s share of the Portfolio’s allocated expenses.

(5) Excludes the effect of custody fee credits, if any, of less than 0.005%.

(6) The investment adviser waived a portion of expenses (equal to 0.08% of average daily net assets for the six months ended April 30, 2009). Absent this waiver, total return would have been lower.

^{(^7)} Annualized.

^{(^8)} Not annualized.

11

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

Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
1-800-262-1122
website: www.eatonvance.com

You will find and may copy information about the Fund (including the statement of additional information and
shareholder reports): at the Securities and Exchange Commission’s public reference room in Washington, DC
(call 1-^800-^732-^0330 for information on the operation of the public reference room); on the EDGAR
Database on the SEC’s Internet site (http://www.sec.gov); or, upon payment of copying fees, by writing to the
SEC’s ^Public Reference Room, 100 F ^Street, NE, Washington, DC 20549-0102, or by electronic mail at
publicinfo@sec.gov.
Shareholder Inquiries: You can obtain more information from Eaton Vance Shareholder Services or the
Fund transfer agent, PNC Global Investment Servicing. If you own shares and would like to add to, redeem or
change your account, please write or call below:

Regular Mailing	Overnight Mailing	Phone Number:
Address:	Address:	1-800-262-1122
Eaton Vance Funds	Eaton Vance Funds	Monday - Friday
PO Box 9653	101 Sabin Street	^
Providence, RI 02940-	Pawtucket, RI	8 a.m. - 6 p.m. ET
9653	02860

The Fund’s Investment Company Act No. is 811-04015.	^CMFP
^4213-12/09	© 2009 Eaton Vance Management

STATEMENT OF
ADDITIONAL INFORMATION
^December 4, 2009

Eaton Vance Cash Management Fund
^

Two International Place
Boston, Massachusetts 02110^
1-800-262-1122

^

This Statement of Additional Information (“SAI”) provides general information about the Fund and Cash Management Portfolio. The
Fund and the Portfolio are diversified, open-end management investment companies. The Fund is a series of Eaton Vance Mutual
Funds Trust (the “Trust”). Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the
prospectus. ^

^

This SAI contains additional information about:
	Page			Page
Strategies and Risks	2	Sales Charges		17
Investment Restrictions	4	Distribution Plans		17
Management and Organization	6	Calculation of Yield Quotations		18
Investment Advisory and Administrative Services	12	Taxes		19
Other Service Providers	15	Portfolio Securities Transactions		22
Calculation of Net Asset Value	15	Financial Statements		25
Purchasing and Redeeming Shares	16
Appendix A: ^Class Specific Information			^26
Appendix B: Ratings			^27
Appendix C: Eaton Vance Funds Proxy Voting Policy and Procedures			^36
Appendix D: Adviser Proxy Voting Policies and Procedures			^38

^

This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if
preceded or accompanied by the Fund prospectus dated ^December 4, 2009, as supplemented
from time to time, which is incorporated herein by reference. This SAI should be read in
conjunction with the prospectus, which may be obtained by calling 1-800-262-1122.

© 2009 Eaton Vance Management

The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “IRS” for the Internal Revenue Service; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; “1933 Act” for the Securities Act of 1933, as amended; and “FINRA” for the Financial Industry Regulatory Authority.

STRATEGIES AND RISKS

Primary strategies are defined in the prospectus. The following is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s).

Money Market Instruments. The Portfolio will invest only in those U.S. dollar denominated money market securities and corporate obligations determined by the Trustees of the Portfolio to present minimal credit risks and which are at the time of acquisition rated by the requisite number of nationally recognized statistical rating organizations in one of the two highest applicable rating categories or, in the case of an instrument not so rated, of comparable quality as determined by the Trustees. At such time or times as the Trustees deem appropriate and in the best interests of the Portfolio, assets of the Portfolio may be invested in certificates of deposit of federally insured banks and/or U.S. Government and agency obligations. The Portfolio intends to limit its investments to money market instruments maturing in 397 calendar days or less and to maintain a dollar-weighted average maturity of not more than 90 days. In addition, Rule 2a-7 promulgated under the 1940 Act provides that the Portfolio (so long as it uses the amortized cost method of valuing its securities or holds itself out to investors as a money market fund) may not acquire a Second Tier Security (as defined in the Rule) if, immediately after such acquisition: (a) more than 5% of its total assets (taken at amortized cost) would be invested in securities which, when acquired by the Portfolio (either initially or upon any subsequent rollover) were Second Tier Securities; or (b) more than the greater of 1% of its total assets (taken at amortized cost) or $1,000,000 would be invested in securities issued by a single issuer which, when acquired by the Portfolio (either initially or upon any subsequent rollover) were Second Tier Securities.

The Portfolio may invest in U.S. Government money market obligations, which are debt securities issued or guaranteed by the U.S. Treasury, including bills, certificates of indebtedness, notes and bonds, or by an agency or instrumentality of the U.S. Government established under the authority of an act of Congress. Not all U.S. Government obligations are backed by the full faith and credit of the United States. For example, securities issued by the Federal Farm Credit Bank or by the Federal National Mortgage Association are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances. Securities issued by the Tennessee Valley Authority are supported only by the credit of the agency. There is no guarantee that the U.S. Government will support these types of securities, and therefore they involve more risk than “full faith and credit” government obligations.

Certificates of deposit are certificates issued against funds deposited in a commercial bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. Bankers’ acceptances are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed “accepted” when a bank guarantees their payment at maturity.

Money market instruments are often acquired directly from the issuers thereof or otherwise are normally traded on a net basis (without commission) through broker-dealers and banks acting for their own account. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market, and the difference is customarily referred to as the spread. In selecting firms which will execute portfolio transactions, BMR and Eaton Vance judge such executing firms’ professional ability and quality of service and use their best efforts to obtain execution at prices which are advantageous and at reasonably competitive spreads

Obligations of U.S. and Foreign Banks. Investments by the Portfolio may be made in U.S. dollar-denominated time deposits, certificates of deposit and bankers’ acceptances of U.S. banks and their branches located outside of the U.S., of U.S. branches of foreign banks, and foreign branches of foreign banks. The Portfolio may also invest in U.S. dollar-denominated securities issued or guaranteed by other domestic or foreign issuers, including domestic and foreign corporations or other business organizations, foreign governments and foreign government agencies or instrumentalities, and domestic and foreign financial institutions, including but not limited to savings and loan institutions, insurance companies, mortgage bankers and real estate investment trusts, as well as banks.

The obligations of foreign branches of U.S. banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and principal upon these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk). In addition, evidences of ownership of portfolio securities may be held outside of the U.S. and the Portfolio may be subject to the risks associated with the holding of such property overseas. Various provisions of federal law governing the establishment and operation of domestic branches do not apply to foreign branches of domestic banks.

2

The obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental action in the country in which the foreign bank has its head office.

The obligations of foreign issuers also involve certain additional risks, including the risks of adverse political, social and economic developments, the imposition of withholding taxes on interest income, seizure or nationalization of foreign deposits, exchange controls, and the adoption of foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Foreign issuers may be subject to less governmental regulation and supervision than U.S. issuers. Foreign issuers also generally are not bound by uniform accounting, auditing and financial reporting requirements comparable to those applicable to domestic issuers.

In connection with its investments in bank obligations and instruments secured thereby, the Portfolio will invest in certificates of deposit and bankers’ acceptances if they are obligations of a domestic bank or a savings and loan association having total assets of $1 billion or more.

Repurchase Agreements. The Portfolio may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a specified date and price) with respect to its permitted investments. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

Reverse Repurchase Agreements. The Portfolio may enter into reverse repurchase agreements. Under a reverse repurchase agreement, the Portfolio temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Portfolio agrees to repurchase the instrument at an agreed upon time (normally within seven days) and price, which reflects an interest payment. The Portfolio may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. The Portfolio could also enter into reverse repurchase agreements as a means of raising cash to satisfy redemption requests without the necessity of selling portfolio assets.

When the Portfolio enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Portfolio’s assets. As a result, such transactions may increase fluctuations in the market value of the Portfolio’s assets. While there is a risk that large fluctuations in the market value of the Portfolio’s assets could affect net asset value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the investment adviser. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will be treated as subject to investment restrictions regarding “borrowings.” If the Portfolio reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Portfolio’s yield.

Lending Portfolio Securities. The Portfolio may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law. The Portfolio may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans only will be made to firms that have been approved by the investment adviser. The investment adviser or securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned. Distributions of any income realized from securities loans will be taxable as ordinary income.

Asset Coverage. To the extent required by SEC guidelines, the Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

3

When-Issued Securities. Some securities may be purchased on a "when-issued" basis. If so, the Portfolio generally will not pay for the securities or start earning interest on them until the securities are received, which may take as long as 45 days. In order to invest its assets immediately, while awaiting delivery of some securities purchased on a when-issued basis, the Portfolio will normally attempt to invest in high-grade short-term debt securities that offer same-day settlement and earnings. The commitment to purchase a security for which payment is not made at that time may be deemed a separate security. The value of the when-issued securities on the delivery date may be less than their cost, effecting an immediate loss. Thus, the purchase of securities on a when-issued basis may be considered an aggressive investment practice involving some risk. When the Portfolio commits to purchase a security on a when-issued basis, the Portfolio will always have cash or liquid securities sufficient to cover its commitments. The Portfolio has no specific limit on the amount of securities which may be purchased on a when-issued basis.

Other Investment Policies. Although the Portfolio usually intends to hold securities purchased until maturity, at which time they will be redeemable at their full principal value plus accrued interest, it may, at times, engage in short-term trading to attempt to take advantage of yield variations in the short-term market. The Portfolio may also sell portfolio securities prior to maturity based on a revised evaluation of the creditworthiness of the issuer or to meet redemptions of Fund shares. In the event there are unusually heavy redemption requests due to changes in interest rates or otherwise, the Portfolio may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. However, the Portfolio believes that its ability to borrow funds to accommodate redemption requests may mitigate in part the necessity for such portfolio sales during these periods.

Diversified Status. Each of the Fund and the Portfolio is a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total assets: (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities); and (2) it may not own more than 10% of the outstanding voting securities of any one issuer (which generally is inapplicable because debt obligations are not voting securities). With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions^.

Investing in the Portfolio. The Fund (or any other investor in the Portfolio) may withdraw all or a portion of its assets from ^the Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event the Fund withdraws all of its assets from ^the Portfolio, or the Board of Trustees of the Trust determines that the investment objective(s) of ^the Portfolio is no longer consistent with the investment objective(s) of the Fund, the Trustees would consider what action might be taken, including investing the assets of the Fund in another pooled investment entity or retaining an investment adviser to manage the Fund’s assets in accordance with its investment objective(s). The Fund’s investment performance and expense ^ratio may be affected by a withdrawal of all its assets (or the withdrawal of assets of another investor in ^the Portfolio) from ^the Portfolio.

INVESTMENT RESTRICTIONS

The Portfolio has adopted the following investment restrictions that cannot be changed without the approval of a majority of its outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the outstanding voting securities of the Portfolio present or represented by proxy at a meeting if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented at the meeting or (b) more than 50% of the outstanding voting securities of Portfolio. The term "voting securities" as used in this paragraph has the same meaning as in the 1940 Act. Whenever the Trust is requested to vote on a change in the fundamental investment restrictions of the Portfolio, the Trust will hold a meeting of Fund shareholders and will cast its vote as instructed by the shareholders. Accordingly, the Portfolio may not:

(1)	With respect to 75% of its total assets, invest more than 5% of its total assets taken at current market value in the securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer other than obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and except securities of other investment companies;
(2)	Purchase securities on margin (but the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities);
(3)	Borrow money or issue senior securities, except as permitted by the ^1940 Act;
(4)	Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the ^1933 Act ^in selling or disposing of a portfolio security;

4

(5)	Purchase any security if, as a result of such purchase, more than 25% of the Portfolio's total assets (taken at current value) would be invested in the securities of issuers having their principal business activities in the same industry; provided that there is no limitation with respect to (a) investments by the Portfolio in certificates of deposit, bankers' acceptances or time deposits of banking and thrift institutions or (b) obligations issued or guaranteed by the U.S.
	Government or any of its agencies or instrumentalities; and provided further that banking and thrift institutions and their holding companies as a group, finance companies as a group and utility companies as a group will not be considered single industries;
(6)	Buy or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate, physical commodities, or commodity contracts relating to physical commodities unless acquired as a result of ownership of securities; or
(7)	Make loans to other persons, except by (a) the acquisition of money market instruments, debt securities and other obligations in which the Portfolio is authorized to invest in accordance with its investment objective and policies, (b) entering into repurchase agreements and (c) lending its portfolio securities.

^

In connection with Restriction (3) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money except for the limited purposes described in the prospectus. For purposes of Restriction (5) above, "more than 25%" means "25% or more" of total assets.

Notwithstanding the investment policies and restrictions of the ^Fund, ^the Fund may invest its assets in an open-end management investment company with substantially the same investment objective, policies and restrictions.

The ^Fund and the Portfolio each have adopted the following nonfundamental investment policies which may be changed by the Trustees of the Trust with respect to ^the Fund without approval by ^the Fund's shareholders or with respect to the Portfolio by the Trustees of the Portfolio without approval of the relevant Funds and its other investors. ^The Fund or the Portfolio will not:

• make short sales of securities or maintain a short position, unless at all times when a short position is open (i) it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short or (ii) it holds in a segregated account cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short, and unless not more than 25% of its net assets (taken at current value) is held as collateral for such sales at any one time; or
• invest more than 10% of net assets in investments which are not readily marketable, including restricted securities and repurchase agreements maturing in more than seven days. Restricted securities for the purposes of this limitation do not include securities eligible for resale pursuant to Rule 144A under the ^1933 Act ^and commercial paper issued pursuant to Section 4(2) of said Act that the Board of Trustees, or its delegate, determines to be liquid. Any such determination by a delegate will be made pursuant to procedures adopted by the Board. When investing in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers become uninterested in purchasing such securities.

5

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of the Portfolio are responsible for the overall management and supervision of the affairs of the Portfolio. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is ^Two International Place, Boston, Massachusetts 02110^. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc. and “EVD” refers to Eaton Vance Distributors, Inc. (see "Principal Underwriter" under "Other Service Providers"). EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.^

				Number of Portfolios in Fund Complex Overseen By  Trustee(1)
Name and Date of Birth	Trust/Portfolio Position(s)	Term of  Office and Length of Service	Principal Occupation(s) During Past Five Years		Other Directorships Held
Interested Trustee
THOMAS E. FAUST JR.	Trustee and	Trustee since	Chairman, Chief Executive Officer and President of EVC, Director and	178	Director of EVC
5/31/58	President of	2007 and	President of EV, Chief Executive Officer and President of Eaton Vance
	the Trust	President of	and BMR, and Director of EVD. Trustee and/or officer of 178
		the Trust since	registered investment companies and 4 private investment
		2002	companies managed by Eaton Vance or BMR. Mr. Faust is an
			interested person because of his positions with BMR, Eaton Vance,
			EVC, EVD and EV, which are affiliates of the Trust and Portfolio.
Noninterested Trustees
BENJAMIN C. ESTY	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and	178	None
1/2/63			Finance Unit Head, Harvard University Graduate School of Business
			Administration.
ALLEN R. FREEDMAN	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of	178	Director of Assurant, Inc.
4/3/40			Systems & Computer Technology Corp. (provider of software to higher		(insurance provider), and
			education). Formerly, a Director of Loring Ward International (fund		Stonemor Partners L.P. (owner
			distributor) (2005-2007). Formerly, Chairman and a Director of		and operator of cemeteries)
			Indus International, Inc. (provider of enterprise management
			software to the power generating industry) (2005-2007).
WILLIAM H. PARK	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty	178	None
9/19/47			finance company) (since 2006). Formerly, President and Chief
			Executive Officer, Prizm Capital Management, LLC (investment
			management firm) (2002-2005).
RONALD A. PEARLMAN	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.	178	None
7/10/40
HELEN FRAME PETERS	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College.	178	Director of BJ’s Wholesale Club,
3/22/48			Adjunct Professor of Finance, Peking University, Beijing, China (since		Inc. (wholesale club retailer)
			2005).
HEIDI L. STEIGER	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth	178	Director of Nuclear Electric
7/8/53			management firm) (since 2008); Senior Adviser (since 2008),		Insurance Ltd. (nuclear insurance
			President (2005-2008), Lowenhaupt Global Advisors, LLC (global		provider), Aviva USA (insurance
			wealth management firm). Formerly, President and Contributing		provider) and CIFG (family of
			Editor, Worth Magazine (2004-2005). Formerly, Executive Vice		financial guaranty companies)
			President and Global Head of Private Asset Management (and various		and Advisory Director of
			other positions), Neuberger Berman (investment firm) (1986-2004).		Berkshire Capital Securities LLC
					(private investment banking firm)
LYNN A. STOUT	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006)	178	None
9/14/57			and Professor of Law (2001-2006), University of California at Los
			Angeles School of Law.

6

				Number of Portfolios in Fund Complex Overseen By Trustee(1)
Name and Date of Birth	Trust/Portfolio Position(s)	Term of  Office and Length of Service	Principal Occupation(s) During Past Five Years		Other Directorships Held
RALPH F. VERNI	Chairman of	Chairman of	Consultant and private investor.	178	None
1/26/43	the Board and	the Board
	Trustee	since 2007
		and Trustee
		since 2005

(1)	Includes both master and feeder funds in a master-feeder structure.
^

Principal Officers who are not Trustees
		Term of Office and
Name and Date of Birth	Trust/Portfolio Position(s)	Length of Service	Principal Occupation(s) During Past Five Years
WILLIAM H. AHERN, JR.	Vice President of the Trust	Since 1995	Vice President of Eaton Vance and BMR. Officer of 76 registered investment companies managed
7/28/59			by Eaton Vance or BMR.
JOHN R. BAUR	Vice President of the Trust	Since 2008	Vice President of Eaton Vance and BMR. Previously, attended Johnson Graduate School of
2/10/70			Management, Cornell University (2002-2005), and prior thereto he was an Account Team
			Representative in Singapore for Applied Materials Inc. Officer of 33 registered investment
			companies managed by Eaton Vance or BMR.
MICHAEL A. CIRAMI	Vice President of the Trust	Since 2008	Vice President of Eaton Vance and BMR. Officer of 33 registered investment companies managed
12/24/75			by Eaton Vance or BMR.
CYNTHIA J. CLEMSON	Vice President of the Trust	Since 2005	Vice President of Eaton Vance and BMR. Officer of ^92 registered investment companies
3/2/63			managed by Eaton Vance or BMR.
CHARLES B. GAFFNEY	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of Eaton Vance and BMR. Officer of 30 registered
12/4/72			investment companies managed by Eaton Vance or BMR.
CHRISTINE M. JOHNSTON	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR. Officer of 35 registered investment companies managed
11/9/72			by Eaton Vance or BMR.
AAMER KHAN	Vice President of the Trust	Since 2005	Vice President of Eaton Vance and BMR. Officer of 33 registered investment companies managed
6/7/60			by Eaton Vance or BMR.
DUKE E. LAFLAMME	President of the Portfolio	Since 2008	Vice President of Eaton Vance and BMR. Officer of 18 registered investment companies managed
7/8/69			by Eaton Vance or BMR.
THOMAS H. LUSTER	Vice President	Vice President of the Portfolio	Vice President of Eaton Vance and BMR. Officer of 50 registered investment companies managed
4/8/62		since 2002 and of the Trust	by Eaton Vance or BMR.
		since 2006
ROBERT B. MACINTOSH	Vice President of the Trust	Since 1998	Vice President of Eaton Vance and BMR. Officer of ^92 registered investment companies
1/22/57			managed by Eaton Vance or BMR.
JEFFREY A. RAWLINS	Vice President of the Trust	Since 2009	Vice President of Eaton Vance and BMR. Previously, a Managing Director of the Fixed Income
5/27/59			Group at State Street Research and Management (1989-2005). Officer of 30 registered
			investment companies managed by Eaton Vance or BMR.
DUNCAN W. RICHARDSON	Vice President of the Trust	Since 2001	Director of EVC, Executive Vice President and Chief Equity Investment Officer of EVC, Eaton Vance
10/26/57			and BMR. Officer of 81 registered investment companies managed by Eaton Vance or BMR.

7

^

JUDITH A. SARYAN	Vice President of the Trust	Since 2003	Vice President of Eaton Vance and BMR.	Officer of ^51 registered investment companies
8/21/54			managed by Eaton Vance or BMR.
Principal Officers who are not Trustees
		Term of Office and
Name and Date of Birth	Trust/Portfolio Position(s)	Length of Service	Principal Occupation(s) During Past Five Years
SUSAN SCHIFF	Vice President of the Trust	Since 2002	Vice President of Eaton Vance and BMR.	Officer of ^36 registered investment companies
3/13/61			managed by Eaton Vance or BMR.
THOMAS SETO	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric Portfolio Associates LLC
9/27/62			("Parametric"). Officer of ^31 registered investment companies managed by Eaton Vance or
			BMR.
DAVID M. STEIN	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of ^31 registered
5/4/51			investment companies managed by Eaton Vance or BMR.
DAN R. STRELOW	Vice President of the Trust	Since 2009	Vice President of Eaton Vance and BMR since 2005. Previously, a Managing Director (since 1988)
5/27/59			and Chief Investment Officer (since 2001) of the Fixed Income Group at State Street Research and
			Management. Officer of 30 registered investment companies managed by Eaton Vance or BMR.
MARK S. VENEZIA	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR.	Officer of ^36 registered investment companies
5/23/49		^	managed by Eaton Vance or BMR.
ADAM A. WEIGOLD	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR. Officer of 72 registered investment companies managed
3/22/75			by Eaton Vance or BMR.
BARBARA E. CAMPBELL	Treasurer	Treasurer of the Trust since	Vice President of Eaton Vance and BMR.	Officer of ^178 registered investment companies
6/19/57		2005 and of the Portfolio	managed by Eaton Vance or BMR.
		since 2008
		^
MAUREEN A. GEMMA	Secretary and Chief Legal	^	Vice President of Eaton Vance and BMR.	Officer of ^178 registered investment companies
5/24/60	Officer	Secretary since 2007 and	managed by Eaton Vance or BMR.
		Chief Legal Officer since
		2008
PAUL M. O’NEIL	Chief Compliance Officer	Since 2004	Vice President of Eaton Vance and BMR.	Officer of ^178 registered investment companies
7/11/53			managed by Eaton Vance or BMR.

The Board of Trustees of the Trust and the Portfolio have several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Contract Review Committee (formerly, the Special Committee). Each of the Committees are comprised of only noninterested Trustees.

^Mmes. Stout (Chair), Peters and Steiger, and Messrs. Esty, Freedman, Park, Pearlman and Verni are members of the Governance Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended October 31, 2008, the Governance Committee convened eight times.

The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

8

Messrs. ^Park (Chair) and Verni, and Mmes. Steiger and Stout are members of the Audit Committee. The Board of Trustees has designated Mr. Park, a noninterested Trustee, as audit committee financial expert. The Audit Committee’s purposes are to (i) oversee the Fund and the Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund and the Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund and the Portfolio’s compliance with legal and regulatory requirements that relate to the Fund and the Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement of the Fund. During the fiscal year ended October 31, 2008, the Audit Committee convened six times.

Messrs. ^Verni (Chair), Esty, Freedman, Park and Pearlman, and Ms. Peters are currently members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Fund and Portfolio, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund, Portfolio or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the other Committees of the Board of Trustees. During the fiscal year ended October 31, 2008, the Contract Review Committee convened ten times.

Messrs. ^Esty (Chair) and Freedman, and Ms. Peters are currently members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board of Trustees in its oversight of the portfolio management process employed by the Fund and the Portfolio and their investment adviser and sub-adviser(s), if applicable, relative to the Fund and the Portfolio’s stated objective(s), strategies and restrictions; (ii) assist the Board of Trustees in its oversight of the trading policies and procedures and risk management techniques applicable to the Fund and the Portfolio; and (iii) assist the Board of Trustees in its monitoring of the performance results of all Fund and Portfolios, giving special attention to the performance of certain Fund and Portfolios that it or the Board of Trustees identifies from time to time. During the fiscal year ended October 31, 2008, the Portfolio Management Committee convened three times.

^Mr. Pearlman (Chair) and Mmes. Steiger and Stout are currently members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board of Trustees in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Fund and the Portfolio; (ii) serve as a liaison between the Board of Trustees and the Fund and the Portfolio’s Chief Compliance Officer (the “CCO”); and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC. During the fiscal year ended October 31, 2008, the Compliance Reports and Regulatory Matters Committee convened two times.

9

Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Fund and in all Eaton Vance Funds overseen by the Trustee as of December 31, 2008. Interests in a Portfolio cannot be purchased by a Trustee.^

	Dollar Range of	Aggregate Dollar Range of Equity
	Equity Securities	Securities Owned in all Registered Funds
	Owned in the	overseen by Trustee in the Eaton Vance
Name of Trustee	Fund	Fund Complex
Interested Trustees
Thomas E. Faust Jr.	None	over $100,000
Noninterested Trustees
Benjamin C. Esty	None	over $100,000
Allen R. Freedman	None	over $100,000
William H. Park	None	over $100,000*
Ronald A. Pearlman	None	over $100,000
Helen Frame Peters	None	None
Heidi L. Steiger	None	None
Lynn A. Stout	None	over $100,000*
Ralph F. Verni	None	over $100,000*

*      Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.

As of December 31, 2008, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

10

During the calendar years ended December 31, 2007 and December 31, 2008, no noninterested Trustee (or their immediate family members) had:

(1^)	Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common
	control with EVC or EVD;
(2^)	Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any
	Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common
	control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC
	or EVD; or (v) an officer of any of the above; or
(3^)	Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by
	EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person
	controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

During the calendar years ended December 31, 2007 and December 31, 2008, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or the Portfolio or any of their immediate family members served as an officer.

Trustees of the Portfolio who are not affiliated with the investment advisers may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Trustees’ Plan”). Under the Trustees’ Plan, an eligible Trustee may elect to have his deferred fees invested in the shares of one or more funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees under the Trustees’ Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Trustees’ Plan will have a negligible effect on the Portfolio’s assets, liabilities, and net income per share, and will not obligate the Portfolio to retain the services of any Trustee or obligate the Portfolio to pay any particular level of compensation to the Trustee. Neither the Trust nor the Portfolio has a retirement plan for Trustees.

The fees and expenses of the Trustees of the Trust and the Portfolio are paid by the Fund (and other series of the Trust) and the Portfolio, respectively. (A Trustee of the Trust and the Portfolio who is a member of the Eaton Vance organization receives no compensation from the Trust and the Portfolio.) During the fiscal year ended October 31, 2008, the Trustees of the Trust and the Portfolio earned the following compensation in their capacities as Trustees from the Trust and the Portfolio. For the year ended December 31, 2008, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex⁽¹⁾: ^

Source of	Benjamin C.	Allen R.	William H.	Ronald A.	Helen Frame	Heidi L.	Lynn A.	Ralph F.
Compensation	Esty	Freedman	Park	Pearlman	Peters(1)	Steiger	Stout	Verni
Trust(2)	$ 15,798	$ 15,545	$ 15,541	$ 15,798	$ n/a	$ 16,040	$ 16,706	$ 20,891
Cash Management
Portfolio	3,851	3,635	3,732	3,851	n/a	3,754	4,114	6,107
Trust and Fund
Complex	$$212,500	$$204,167	$$209,167(3)	$$212,500	$$204,167	$$204,167	$$224,167(4)	$$319,167(5)

(1)	As of ^December 4, 2009, the Eaton Vance fund complex consists of ^178 registered investment companies or series thereof. Ms. Peters was elected as a Trustee effective November 17, 2008, and thus the compensation figures listed for the Trust and Fund Complex are estimated for the calendar year ended December 31, 2008 based on amounts she would have received if she had been a Trustee for the full 2008 calendar year. Norton H. Reamer retired as a Trustee on July 1, 2008. For the fiscal year ended October 31, 2008, Mr. Reamer received Trustees fees of $14,535 from the Trust and $2,540 from the Portfolio. For the calendar year ended December 31, 2008, Mr. Reamer received $166,667 from the Trust and Fund Complex.
(2)	The Trust consisted of 29 Funds as of October 31, 2008.
(3)	Includes $80,000 of deferred compensation.
(4)	Includes $45,000 of deferred compensation.
(5)	Includes $157,500 of deferred compensation.

Organization. The Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 and is operated as an open-end management investment company. On Decmeber 4, 2009 the Fund added Class B and Class C shares. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as the Fund). The Trustees of the Trust have divided the shares of the Fund into multiple classes. Each class represents an interest in the Fund, but is subject to different expenses, rights and privileges. The Trustees have the authority under the Declaration of Trust to create additional classes of shares with differing rights and privileges. When issued and outstanding, shares are fully paid and nonassessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted proportionately. Shares of the Fund will be voted ^together except that only shareholders of a particular class may vote on matters

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affecting only that class. Shares have no preemptive or conversion rights and are freely transferable. In the event of the liquidation of the Fund, shareholders are entitled to share pro rata in the net assets available for distribution to shareholders.

As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders’ meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trust’s By-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trust’s By-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written declaration filed with the Trust’s custodian or by votes cast at a meeting called for that purpose. The By-laws further provide that under certain circumstances the shareholders may call a meeting to remove a Trustee and that the Trust is required to provide assistance in communication with shareholders about such a meeting.

The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trust’s Bylaws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Trust or any series or class thereof may be terminated by: (1) the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote at any meeting of shareholders of the Trust or the appropriate series or class thereof, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the shares of the Trust or a series or class thereof, provided, however, that, if such termination is recommended by the Trustees, the vote of a majority of the outstanding voting securities of the Trust or a series or class thereof entitled to vote thereon shall be sufficient authorization; or (2) by means of an instrument in writing signed by a majority of the Trustees, to be followed by a written notice to shareholders stating that a majority of the Trustees has determined that the continuation of the Trust or a series or a class thereof is not in the best interest of the Trust, such series or class or of their respective shareholders.

Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. Numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts, and management is not aware of an instance where such liability has been imposed. The Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the Trust’s By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. The Declaration of Trust also contains provisions limiting the liability of a series or class to that series or class. Moreover, the Trust’s By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. The assets of the Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of the Fund’s business and the nature of its assets, management believes that the possibility of the Fund’s liability exceeding its assets, and therefore the shareholder’s risk of personal liability, is remote.

The Portfolio was organized as a trust under the laws of the state of New York on May 1, 1992 and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of the Portfolio, there will normally be no meetings of the investors for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Portfolio holding office have been elected by investors. In such an event the Trustees of the Portfolio then in office will call an investors’ meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the investors in accordance with the Portfolio’s Declaration of Trust, the Trustees shall continue to hold office and may appoint successor Trustees.

The Declaration of Trust of the Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding interests have removed him from that office either by a written declaration filed with the Portfolio’s custodian or by votes cast at a meeting called for that purpose. The Declaration of Trust further provides that under certain circumstances the investors may call a meeting to remove a Trustee and that the Portfolio is required to provide assistance in communicating with investors about such a meeting.

The Portfolio’s Declaration of Trust provides that the Fund and other entities permitted to invest in the Portfolio (e.g., other U.S. and foreign investment companies, and common and commingled trust funds) will each be liable for all obligations of the Portfolio. However, the risk of the Fund incurring financial loss on account of such liability is limited to circumstances in which both inadequate insurance exists and the Portfolio itself is unable to meet its obligations. Accordingly, the Trustees of the Trust believe that neither the Fund nor its shareholders will be adversely affected by reason of the Fund investing in the Portfolio.

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The Fund may be required to vote on matters pertaining to the Portfolio. When required by law to do so, the Fund will hold a meeting of Fund shareholders and will vote its interest in the Portfolio for or against such matters proportionately to the instructions to vote for or against such matters received from Fund shareholders. The Fund shall vote shares for which it receives no voting instructions in the same proportion as the shares for which it receives voting instructions. Other investors in the Portfolio may alone or collectively acquire sufficient voting interests in the Portfolio to control matters relating to the operation of the Portfolio, which may require the Fund to withdraw its investment in the Portfolio or take other appropriate action. Any such withdrawal could result in a distribution “in kind” of portfolio securities (as opposed to a cash distribution from the Portfolio). If securities are distributed, the Fund could incur brokerage, tax or other charges in converting the securities to cash. In addition, the distribution in kind may result in a less diversified portfolio of investments or adversely affect the liquidity of the Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing.

Proxy Voting Policy. The Boards of Trustees of the Trust and Portfolio have adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the “Policies”). An independent proxy voting service has been retained to assist in the voting of Fund and Portfolio proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The Trustees will review the Fund and the Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and Adviser Policies, see Appendix C and Appendix D, respectively. Information on how the Portfolio and the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

Investment Advisory Services. The investment adviser manages the investments and affairs of the Portfolio subject to the supervision of the Portfolio’s Board of Trustees. The investment adviser furnishes to the Portfolio investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the Portfolio and what portion, if any, of the Portfolio’s assets will be held uninvested. The Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolio who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

For a description of the compensation that the Portfolio pays BMR under the Investment Advisory Agreement, see the prospectus. As at October 31, 2008, the Portfolio had net assets of $2,306,976,482. For the fiscal year ended October 31, 2008, the period ended October 31, 2007 and the fiscal years ended December 31, 2006 and 2005, advisory fees were $11,223,304, $8,714,325, $1,360,454 and $753,363, respectively.

The Investment Advisory Agreement with the investment adviser continues in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Portfolio or by vote of a majority of the outstanding voting securities of the Portfolio. The Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Portfolio, and the Agreement will terminate automatically in the event of its assignment. The Agreement provides that the investment adviser may render services to others. The Agreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties thereunder, or for any losses sustained in the acquisition, holding or disposition of any security or other investment.

Information About BMR and Eaton Vance. BMR and Eaton Vance are business trusts organized under the laws of The Commonwealth of Massachusetts. ^EV serves as trustee of BMR and Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of ^EVC^, a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Dorothy E. Puhy, Duncan W. ^Richardson, Winthrop H. Smith, Jr. and Richard A. Spillane Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Mr. Faust, Jeffrey P. Beale, Cynthia J. Clemson, Maureen A. Gemma, Lisa Jones, Brian D. Langstraat, Michael R. Mach, Robert B. MacIntosh, Frederick S. Marius, Thomas M. Metzold, Scott H. Page, Mr. Richardson, Walter A. Row, III, G. West Saltonstall, Judith A. Saryan, David M. Stein, Payson F. Swaffield, Mark S. Venezia, Michael W. Weilheimer, Robert J. Whelan and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of BMR and Eaton Vance who are also officers, or officers and Directors of EVC and EV.

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As indicated under “Management and Organization,” all of the officers of the Trust (as well as Mr. Faust who is also a Trustee) hold positions in the Eaton Vance organization.

Code of Ethics. The investment adviser, principal underwriter, and the Fund and the Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, employees of Eaton Vance and the principal underwriter may purchase and sell securities (including securities held or eligible for purchase by the Fund or Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

Portfolio Manager. The portfolio manager of the Cash Management Portfolio is Duke E. Laflamme. Mr. Laflamme manages other investment companies and/or investment accounts in addition to the Portfolio. The following table shows, as of the Portfolio’s most recent fiscal year end, the number of accounts ^the portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

	Number of	Total Assets of	Number of Accounts	Total Assets of Accounts
Cash Management Portfolio	All Accounts	All Accounts*	Paying a Performance Fee	Paying a Performance Fee*
Duke E. Laflamme
Registered Investment Companies	5	$848.6	0	$0
Other Pooled Investment Vehicles	2	$381.5	0	$0
Other Accounts	8	$175.4	0	$0

*      In millions of dollars.

The following table shows the dollar range of shares beneficially owned of the Fund by the portfolio manager as of the Fund’s most recent fiscal year ended October 31, 2008 and in ^the Eaton Vance Family of Funds as of December 31, 2008. Interests in a Portfolio cannot be purchased by a portfolio manager.^

		Aggregate Dollar Range of Equity
	Dollar Range of Equity Securities	Securities Owned in all Registered Funds in
Fund Name and Portfolio Manager	Owned in the Fund	the Eaton Vance Family of Funds
Cash Management Fund
Duke E. Laflamme	None	$500,001 - $1,000,000

It is possible that conflicts of interest may arise in connection with the portfolio manager’s management of the Portfolio’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser has adopted several policies and procedures designed to address these potential conflicts including: a code of ethics; and policies which govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Compensation Structure for BMR. Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation. The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the

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Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by the investment adviser’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of the ^Fund, but currently receives no compensation for providing administrative services to the Fund. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer the Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund.

Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for ^the Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of the Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to the Fund); (3) furnishes an SAI to any shareholder who requests one in writing or by telephone from the Fund; and (4) processes transaction requests received via telephone. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by the Fund’s transfer agent from fees it receives from the Eaton Vance funds. The Fund will pay a pro rata share of such fee. For the fiscal year ended October 31, 2008, the transfer agent accrued for or paid to Eaton Vance $6,254 for sub-transfer agency services performed on behalf of the Fund.^ Expenses. The Fund ^and Portfolio are responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, the Fund is responsible for its pro rata share of those expenses. The only expenses of the Fund allocated to a particular class are those incurred under the Distribution Plan applicable to that class, the fee paid to the principal underwriter for handling repurchase transactions and certain other class-specific expenses.

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OTHER SERVICE PROVIDERS

Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), Two International Place, Boston, MA 02110 ^is the principal underwriter of the Fund. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the Trust. The expenses of printing copies of prospectuses used to offer shares and other selling literature and of advertising are borne by the principal underwriter. The fees and expenses of qualifying and registering and maintaining qualifications and registrations of the Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement as it applies to Fund shares is renewable annually by the Board of Trustees of the Trust (including a majority of the noninterested Trustees), may be terminated on six months’ notice by either party and is automatically terminated upon assignment. The principal underwriter distributes shares on a “best efforts” basis under which it is required to take and pay for only such shares as may be sold. EVD is a direct, wholly-owned subsidiary of EVC. Mr. Faust is a Director of EVD. EVD also serves as placement agent for the Portfolio.

Custodian. State Street Bank and Trust Company (“State Street“), 225 Franklin Street, Boston, MA 02110, serves as custodian to the ^Fund and the Portfolio. State Street has custody of all cash and securities representing Cash Management ^Fund’s interest in the Portfolio, has custody of the Portfolio’s assets, maintains the general ledger of the Portfolio and ^Fund and computes the daily net asset value of interests in the Portfolio and the net asset value of shares of ^the Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and the Portfolio. State Street also provides services in connection with the preparation of shareholder reports and the electronic filing of such reports with the SEC. EVC and its affiliates and their officers and employees from time to time have transactions with various banks, including State Street. It is Eaton Vance’s opinion that the terms and conditions of such transactions were not and will not be influenced by existing or potential custodial or other relationships between ^the Fund or the Portfolio and such banks.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of the Portfolio and the Fund, providing audit related services and assistance and consultation with respect to the preparation of filings with the SEC.

^

Transfer Agent. PNC Global Investment Services, P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for the Fund.

CALCULATION OF NET ASSET VALUE

The net asset value of ^the Fund and the Portfolio is computed by ^State Street (as agent and custodian for the ^Fund and the Portfolio) in the manner described in the prospectus. The ^Fund and the Portfolio will be closed for business and will not price their respective shares on the following business holidays and any other business day that the New York Stock Exchange is closed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The valuation of the instruments held by the Portfolio at amortized cost is permitted in accordance with Rule 2a-7 under the 1940 Act and certain procedures established by the Trustees of the Trust and the Portfolio thereunder.

The amortized cost of an instrument is determined by valuing it at cost originally and thereafter accreting any discount or amortizing any premium from its face value at a constant rate until maturity, regardless of the effect of fluctuating interest rates on the market value of the instrument. Although the amortized cost method provides certainty in valuation, it may result at times in determinations of value that are higher or lower than the price that would be received if the instruments were sold. Consequently, changes in the market value of instruments held during periods of rising or falling interest rates will not be reflected either in the computation of net asset value or in the daily computation of net investment income.

The procedures of the ^Fund and the Portfolio are designed to facilitate, to the extent reasonably possible, the maintenance of ^the Fund’s price per share, as computed for the purpose of distribution and redemption of shares, at $1.00. These procedures include review of holdings by the Trustees, at such intervals as they may deem appropriate, to determine whether the net asset value calculated by using readily available market quotations deviates from the valuation based on amortized cost, and, if so, whether such deviation may result in material dilution or is otherwise unfair to existing interest holders. In the event the Trustees determine that such a deviation exists, they will take such corrective action as they consider to be necessary or appropriate, which action could include the sale of instruments held prior to maturity (to realize capital gains or losses); the shortening of average portfolio maturity; withholding dividends; redemption of shares in kind; or establishing a net asset value per share by using readily available market quotations.

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PURCHASING AND REDEEMING SHARES

Checkwriting. Shareholders of the ^Fund with uncertificated shares may redeem shares by check. A shareholder will continue to be entitled to distributions paid on shares until the check is presented to ^PNC Bank ("^PNC") for payment. If the amount of the check is greater than the value of the shares held in the shareholder’s account for which the Fund has collected payment, the check will be returned and the shareholder may be subject to extra banking charges. The shareholder will be required to execute signature cards and will be subject to ^PNC’s rules and regulations governing such checking accounts. There is no charge to shareholders for this service. This service may be terminated or suspended at any time by ^the Fund or ^PNC.

Additional Information About Purchases. In connection with employee benefit or other continuous group purchase plans, the ^Fund may accept initial investments of less than $1,000 on the part of an individual participant. In the event a shareholder who is a participant of such a plan terminates participation in the plan, his or her shares will be transferred to a regular individual account. However, such account will be subject to the right of redemption by the Fund as described below.

Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of the Fund’s custodian and transfer agent.

Suspension of Sales. The Trust may, in its absolute discretion, suspend, discontinue or limit the offering of one or more of its classes of shares at any time. In determining whether any such action should be taken, the Trust’s management intends to consider all relevant factors, including (without limitation) the size of the Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares, and (if applicable) the amount of uncovered distribution charges of the principal underwriter. The Class B and Class C Distribution Plans may continue in effect and payments may be made under the Plans following any such suspension, discontinuance or limitation of the offering of shares; however, there is no contractual obligation to continue any Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

Additional Information About Redemptions. The right to redeem shares of the Fund can be suspended and the payment of the redemption price deferred when the Exchange is closed (other than for customary weekend and holiday closings), during periods when trading on the Exchange is restricted as determined by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Portfolio to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.

Due to the high cost of maintaining small accounts, the Trust reserves the right to redeem accounts with balances of less than $750. Prior to such a redemption, shareholders will be given 60 days’ written notice to make an additional purchase. However, no such redemption would be required by the Trust if the cause of the low account balance was a reduction in the net asset value of shares. No CDSC or redemption fees, if applicable, will be imposed with respect to such involuntary redemptions.

Systematic Withdrawal Plan. The transfer agent will send to the shareholder regular monthly or quarterly payments of any permitted amount designated by the shareholder based upon the value of the shares held. The checks will be drawn from share redemptions and hence, may require the recognition of taxable gain or loss. Income dividends and capital gains distributions in connection with withdrawal plan accounts will be credited at net asset value as of the record date for each distribution. Continued withdrawals in excess of current income will eventually use up principal, particularly in a period of declining market prices. A shareholder ^should not have a withdrawal plan in effect at the same time he or she has authorized Bank Automated Investing or is otherwise making regular purchases of Fund shares. The shareholder, the transfer agent or the principal underwriter may terminate the withdrawal plan at any time without penalty^.

Other Information. The Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

^

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SALES CHARGES

Dealer Commissions. The principal underwriter may, from time to time, at its own expense, provide additional incentives to investment dealers which employ registered representatives who sell Fund shares and/or shares of other funds distributed by the principal underwriter. In some instances, such additional incentives may be offered only to certain investment dealers whose representatives sell or are expected to sell significant amounts of shares. In addition, the principal underwriter may from time to time increase or decrease the sales commissions payable to investment dealers. The principal underwriter may allow, upon notice to all investment dealers with whom it has agreements, discounts up to the full sales charge during the periods specified in the notice. During periods when the discount includes the full sales charge, such investment dealers may be deemed to be underwriters as that term is defined in the 1933 Act.

CDSC Waiver. The CDSC applicable to Class B shares will be waived in connection with minimum required distributions from tax-sheltered retirement plans by applying the rate required to be withdrawn under the applicable rules and regulations of the Internal Revenue Service to the balance of Class B shares in your account. Any new or revised sales charge or CDSC waiver will be prospective only.

Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of the Fund’s custodian and transfer agent.

DISTRIBUTION PLAN

The ^Trust has ^in effect Distribution ^Plans (the “^Class B and Class C Plans“) designed to meet the requirements of Rule 12b-1 under the 1940 Act and a rule of FINRA for the ^Fund’s Class B and Class C shares. The purpose of the ^Plans is to compensate the principal underwriter for its distribution services and facilities provided to the Fund. On ^issuance of Class B and Class C shares in exchange for shares of an Eaton Vance fund, a ^Class will assume a portion of the uncovered distribution charge associated with the shares so exchanged.   Uncovered distribution charges are represent amounts owed to the principal underwriter associated with the sale of the exchanged shares.  ^Each Class pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for distribution expenses.  ^Distribution fees paid by a Class and CDSCs paid to the Fund by redeeming Class shareholders reduce the outstanding uncovered distribution charges of the Class.  Whenever there are no outstanding distribution charges of a Class, the Class discontinues payment of distribution fees.

The Trustees of the Trust believe that the Plan will be a significant factor in the expected growth of the Fund’s assets, and will result in increased investment flexibility and advantages which have benefitted and will continue to benefit the Fund and its shareholders. The Eaton Vance organization will profit by reason of the operation of the ^Class B and Class C Plans through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the ^Plans and from CDSCs have exceeded the total expenses incurred ^in distributing ^Class B and Class C shares. Because payments to the principal underwriter under the ^Class B and Class C Plans are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix A.

^

The Class B and Class C Plans also authorize the payment of service fees to the principal underwriter, financial intermediaries and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class B, this fee is paid monthly in arrears based on the value of shares sold by such persons. For Class C, financial intermediaries currently receive (a) a service fee (except on exchange transactions and reinvestments) at the time of sale equal to 0.15% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.15% of the value of Class C shares sold by such dealer. During the first year after a purchase of Class C shares, the principal underwriter will retain the service fee as reimbursement for the service fee payment made to financial intermediaries at the time of sale. For the distribution and service fees paid, see Appendix A.

^A Plan continues in effect from year to year so long as such continuance is approved at least annually by the vote of both a majority of (i) the noninterested Trustees of the Trust who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Plan Trustees”) and (ii) all of the Trustees then in office. ^A Plan may be terminated at any time by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the ^applicable

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Class. ^Quarterly Trustee review of a written report of the amount expended under the Plan and the purposes for which such expenditures were ^made is required. ^A Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the ^affected Class and the Trustees. So long as a Plan is in effect, the selection and nomination of the noninterested Trustees shall be committed to the discretion of such Trustees. The ^Trustees, including the Plan Trustees, initially approved the current Plans, on June 19, ^1995 (in the case of Class A) and on October 19, 2009 (in the case of Class B and C). The Trustees of the Trust who are “interested” persons of the Trust have an indirect financial interest in ^a Plan because their employers (or affiliates thereof) receive distribution and/or service fees under the Plan or agreements related thereto.

CALCULATION OF YIELD QUOTATIONS

From time to time, the Fund quotes a current yield based on a specific seven calendar day period which is calculated by first dividing the net change in the value of an account having a balance of one share at the beginning of the period by the value of the account at such time to determine the seven day base period return, and then multiplying such return by 365/7 with the resulting yield figure carried to at least the nearest hundredth of one percent. The net change in account value is determined by the value of additional shares purchased with dividends declared on the original share and dividends declared on both the original share and any such additional shares, but does not include any realized gains or losses from the sales of securities or any unrealized appreciation or depreciation on portfolio securities. In addition to the current yield, the Fund also quotes an effective yield based on a specific seven day period, carried to at least the nearest hundredth of one percent, computed by determining the net change, exclusive of capital changes, in the value of a hypothetical preexisting account having a balance of one share at the beginning of the period, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then compounding the base period return by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula: Effective yield = [(Base period return +1)365/7]-1.

Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of the Fund. Pursuant to the Policies, information about portfolio holdings of the Fund may not be disclosed to any party except as follows:

• Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, the Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. The Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. The Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which includes a list of the Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/ prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, the Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N-Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no cost by contacting Eaton Vance at 1-800-262- 1122. The Fund also will post a complete list of its portfolio holdings (including Portfolio holdings, if any) as of each calendar quarter end on the Eaton Vance website within 30 days of calendar quarter-end.
• Disclosure of certain portfolio characteristics: The Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-262-1122.
• Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of the Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers that have a legal or contractual duty to keep such information confidential, such as employees of the investment adviser (including portfolio managers and, in the case of a Portfolio, the portfolio manager of any account that invests in the Portfolio), the administrator, custodian, transfer agent, principal underwriter, etc. described herein and in the prospectus; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of the Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the arrangement. Such persons may include securities lending agents which may receive information from time to time regarding selected holdings which may be loaned by a Fund, credit rating agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group),

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statistical ratings agencies (such as Morningstar, Inc.), analytical service providers engaged by the investment adviser (such as Advent, Bloomberg L.P., Evare, Factset, McMunn Associates, Inc. and The Yield Book, Inc.), proxy evaluation vendors (such as Institutional Shareholder Servicing Inc.), pricing services (such as LSTA/LPC Mark-to-Market Pricing Service, WM Company Reuters Information Services, Pricing Direct, State Street Derivatives Pricing Service, FT Interactive Data Corp. and Standard & Poor’s Securities Evaluation Service, Inc.), which receive information as needed to price a particular holding, translation services, lenders under Fund credit facilities (such as Citibank, N.A.), consultants and other product evaluators and, for purposes of facilitating portfolio transactions, ^financial intermediaries and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers). These entities receive portfolio information on an as needed basis in order to perform the service for which they are being engaged. If required in order to perform their duties, this information will be provided in real time or as soon as practical thereafter. Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of the Fund’s Board of Trustees. In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.
• Historical portfolio holdings information: From time to time, the Fund may be requested to provide historic portfolio holdings ^information that has not been made public previously. In such case, the requested information may be provided if: the information is requested for due diligence or another legitimate purpose; the requested portfolio holdings are for a period that is no more recent than the date of the portfolio holdings posted to the Eaton Vance website; the Fund’s portfolio manager and Eaton Vance’s Chief Equity or Chief Income Investment Officer (as appropriate) have reviewed the request and do not believe the dissemination of the information requested would disadvantage Fund shareholders; and the Chief Compliance Officer ("CCO") has reviewed the request to ensure that the disclosure of the requested information does not give rise to a conflict of interest between Fund shareholders and an affiliated service provider.

The Portfolio, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning the Fund’s portfolio holdings.

The Policies may not be waived, or exception made, without the consent of the ^CCO of the Portfolio. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of the Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between the Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

The Policies are designed to provide useful information concerning the Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by the Portfolio or Fund. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Portfolio.

TAXES

Each series of the Trust is treated as a separate entity for federal income tax purposes. The Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If the Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, it will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. The Fund qualified as a RIC for its fiscal year ended October 31, 2008. The Fund also seeks to avoid payment of federal excise tax. However, if the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts.

Because the Fund invests its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, the Portfolio

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intends to be treated as a partnership that is not a “publicly traded partnership” and, as a result, will not be subject to federal income tax. The Fund, as an investor in the Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. ^ The Portfolio will allocate at least annually among its investors, including the Fund, the Portfolio’s net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. For purposes of applying the requirements of the Code regarding qualification as a RIC, the Fund (i) will be deemed to own its proportionate share of each of the assets of the Portfolio and (ii) will be entitled to the gross income of the Portfolio attributable to such share.

In order to avoid incurring a federal excise tax obligation, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) at least 98% of its capital gain net income (which is the excess of its realized capital gains over its realized capital losses), generally computed on the basis of the one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards and (iii) 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If the Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that the Fund qualifies as a RIC and the Portfolio is treated as a partnership for Massachusetts and federal tax purposes, neither the Fund nor the Portfolio should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.

If the Fund does not qualify as a RIC for any taxable year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of net capital gain (if any), will be taxable to the shareholder as ^dividend income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. In addition, in order to requalify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.

The Portfolio may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of the Portfolio will consist of securities issued by foreign corporations, the Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by the Portfolio and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes^.

We will send you information after the end of each year setting forth the amount of dividends and long-term capital gains distributed to you during the prior year.

Interest on indebtedness incurred or continued by a shareholder to purchase or carry shares of a fund is not deductible to the extent it is deemed related to the fund’s distributions of tax-exempt interest.

Redemptions and exchanges of a Fund’s shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain realized upon a taxable disposition of shares will be treated as long-term capital gain if the shares have been held for more than one year. Otherwise, the gain on the sale, exchange or redemption of Fund shares will be treated as short-term capital gain.

Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholder’s tax basis in some or all of the other shares acquired^.

For taxable years beginning on or before December 31, 2010, distributions of investment income designated by the Fund as derived from “qualified dividend income” will be taxed in the hands of individual shareholders at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. The Portfolio does not expect a significant portion of distributions of investment income to be derived from qualified dividend income.

Dividends and distributions on the Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses. Certain distributions declared in

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October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). The withholding tax does not apply to regular dividends paid to a foreign person who provides a Form W-8ECI, certifying that the dividends are effectively connected with the foreign person’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the foreign person were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional "branch profits tax" imposed at a rate of 30% (or lower treaty rate). A foreign person who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate.

For taxable years beginning before January 1, 2010, properly-designated dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such taxable year). However, depending on its circumstances, the Fund may designate all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

For taxable years beginning before January 1, 2010, distributions that the Fund designates as “short-term capital gain dividends” or “long-term capital gain dividends” may not be treated as such to a recipient foreign shareholder if the distribution is attributable to gain received from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation and the foreign shareholder has not owned more than 5% of the outstanding shares of the Fund at any time during the one-year period ending on the date of distribution. Such distributions will be subject to 30% withholding by the Fund and will be treated as ordinary dividends to the foreign shareholder.

If the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from the Fund on or before December 31, 2009 could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

Amounts paid by the Fund to individuals and certain other shareholders who have not provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications required by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker, may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well as the proceeds of redemption transactions (including repurchases and exchanges), at a rate of 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under ^certain circumstances, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

The foregoing discussion does not address all of the special tax rules applicable to certain classes of investors, such as IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders should consult their own tax advisers with respect to special tax rules that may apply in their particular situations, as well as the federal, state, local, and, where applicable, foreign tax consequences of investing in the Fund.

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PORTFOLIO SECURITIES TRANSACTIONS

Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by ^BMR, the Portfolio’s investment adviser. The Portfolio is responsible for the expenses associated with portfolio transactions. ^The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The ^investment adviser place the portfolio security transactions ^for execution with ^one or more broker-dealer firms firms. ^The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, ^the investment adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation, the full range and quality of the executing firm’s services, including the responsiveness of the firm to the ^investment adviser, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the executing firm, the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions, and the reasonableness of the spread or commission, if any. In addition, the ^investment adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the ^investment adviser’s obligation to seek best overall execution for the Portfolio. The ^investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

Money market instruments are generally traded in the over-the-counter market on a net basis (i.e., without commission) through dealers and banks acting for their own accounts rather than as brokers and such instruments may also be acquired directly from the issuers. While it is anticipated that the Portfolio will not pay significant brokerage commissions in connection with such portfolio security transactions, on occasion it may be necessary or appropriate to purchase or sell a security through a broker on an agency basis, in which case a brokerage commission will be incurred. Although spreads or commissions paid on portfolio security transactions will, in the judgement of the ^investment adviser, be reasonable in relation to the value of the services provided, spreads or commissions exceeding those which another firm might charge may be paid to firms who were selected to execute transactions on behalf of the Portfolio and ^the investment adviser’s other clients for providing brokerage and research services to the ^investment adviser.

^Pursuant to the safe harbor provided in Section 28(e) of the Securities Exchange Act of 1934, as amended, a broker or dealer who executes a portfolio transaction may receive a commission which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the ^investment adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and research services provided. This determination may be made either on the basis of that particular transaction or on the basis of the overall ^responsibility which the ^investment adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph. The investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings.

It is a common practice of the investment advisory industry and of the advisers of investment companies, institutions and other investors to receive research, analytical, statistical and quotation services, data, information and other services, products and materials which assist such advisers in the performance of their investment responsibilities (“Research Services”) from broker-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The relationship between commissions to be paid to an executing broker-dealer as consideration for Third Party Research Services and the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

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Consistent with the foregoing practices, ^the investment adviser receives Research Services from many broker-dealer firms with which ^the investment adviser places portfolio transactions and from third parties with which these broker-dealers have arrangements. The ^Portfolio and ^the investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by ^the investment adviser in connection with its investment responsibilities.

Research Services received by the investment adviser may ^include, but are not limited to, such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions^, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, certain news and information services, pricing and ^certain research oriented computer hardware, software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by an ^the investment adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer. Any such Research Service may be broadly useful and of value to ^the investment adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only one client’s account or of a few clients’ accounts, or may be useful for the management of merely a segment of certain clients’ accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained. The ^investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and attempts to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the ^investment adviser believes are useful or of value to it in rendering investment advisory services to its clients.

^If the ^investment adviser executes ^securities transactions with a broker-dealer and the associated commission is consideration for Third Party Research ^Services (as described above), the investment adviser had agreed to reduce the advisory fee ^payable by the Portfolio by an amount equal to ^the commission payment associated with the transaction divided by the applicable Third Party Research ^Payment ^Ration. However, the ^investment adviser generally ^does not ^acquire Third Party Research with ^brokerage commissions, but may do so in the future.

Some ^broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by the Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the ^investment adviser.

The investment companies sponsored by ^the investment adviser or its affiliates may allocate brokerage commissions to acquire information relating to the performance, fees and expenses of such companies and other mutual funds, which information is used by the Trustees of such companies to fulfill their responsibility to oversee the quality of the services provided by various entities, including ^the investment adviser, to such companies. Such companies may also pay cash for such information.

Securities considered as investments for the Portfolio may also be appropriate for other investment accounts managed by ^the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Portfolio and one or more of such other accounts simultaneously, the ^investment adviser will allocate the security transactions (including “hot” issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations, there may be instances where ^the Portfolio will not participate in a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the ^investment adviser reasonably determines that departure from a pro rata allocation is advisable. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Portfolio from time to time, it is the opinion of the Trustees of the Trust and the Portfolio that the benefits from the ^investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

During the fiscal year ended October 31, 2008, the purchases and sales of portfolio investments were with the issuer or with major dealers in money market instruments acting as principal. The cost of securities purchased from underwriters includes a disclosed fixed underwriting commission or concession, and the prices for which securities are purchased from and sold to dealers usually include an undisclosed dealer mark-up or mark-down. For the fiscal year ended October 31, ^2008 the period ended October 31, 2007 ^and the fiscal years ended December 31, ^2007 and ^2006, ^the Portfolio paid no brokerage commissions on portfolio security transactions.

24

As of October 31, 2008, the Portfolio held securities of its “regular brokers or dealers”, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:

Fund and/or Portfolio	Regular Broker or Dealer (or Parent)	Aggregate Value
Cash Management Portfolio	JP Morgan Chase	$19,892,667
	Citigroup	$24,998,087
	Goldman Sachs	$9,660,424
	Toyota	$20,000,000
	Abbey National	$28,453,619
	Bank of America	$30,993,003
	Merrill Lynch	$38,481,729
	BNP	$33,508,041
	Morgan Stanley	$28,091,871
	HSBC	$37,555,026
	Fortis	$23,000,000
	GE Capital	$20,801,229
	RBC	$24,399,625
	AMEX	$32,945,333
	Barclay	$17,000,000

                                                                                                          25

FINANCIAL STATEMENTS

The audited financial statements of, and the report of the independent registered public accounting firm for the Fund and the Portfolio, appear in the Fund’s most recent annual report to shareholders and the unaudited financial statements appear in the Fund’s most recent semi-annual report to shareholders and are incorporated by reference into this SAI. A copy of ^the annual and semi-annual ^reports accompany this SAI^.

Householding. Consistent with applicable law, duplicate mailings of shareholder reports and certain other Fund information to shareholders residing at the same address may be eliminated^.

^

Registrant incorporates by reference the audited and unaudited financial information for the Fund and the Portfolio listed below for the year ended October 31, 2008 and six months ended April 30, 2009, respectively, as previously filed electronically with the SEC:

Eaton Vance Cash Management Fund
Cash Management Portfolio
(Accession No. 0001104659-08-078835)
(audited financials)
(Accession No. 0000950123-09-017977)
(unaudited financials)

26

APPENDIX A

^Class Specific Information

^

Class A Share Information

Class A shares are not subject to sales charges. Accordingly, for the fiscal year ended October 31, 2008, the principal underwriter received approximately $0 in CDSCs imposed on early redeeming shareholders.

As of the date of this SAI, Class B and Class C of the Fund had not yet commenced operations so there is no fee information.

Control Persons and Principal Holders of Securities. At ^November 1, 2009, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of Class A of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:^

Class A	Saturn & Co., a/c #2	Boston, MA	14.7%
	Eaton Vance Distributors Inc.	Boston, MA	5.1%

To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of Class A of the Fund as of such date^.

Information is not provided for Class B and Class C shares as they had not commenced operations as of the date of this SAI.

27

APPENDIX B

RATINGS

The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.

MOODY’S INVESTORS SERVICE, INC. (“Moody’s”)

LONG-TERM CORPORATE OBLIGATIONS RATINGS

Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

SHORT-TERM CORPORATE OBLIGATION RATINGS

Moody’s short term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability tot repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.

ISSUER RATINGS

Issuer Ratings are opinions of the ability of entities to honor senior unsecured financial obligations and contracts. Moody’s expresses Issuer Ratings on its general long-term and short-term scales.

US MUNICIPAL RATINGS

Moody’s municipal ratings are opinions of the investment quality of issuers and issues in the U.S. municipal market. As such, these ratings incorporate assessment of the default probability and loss severity of these issuers and issues. The default and loss content for Moody’s municipal long-term rating scale differs from Moody’s general long-term scale. Historical default and loss rates for obligations rated on the US Municipal Scale are significantly lower that for similarly rated corporate obligations. It is important that users of Moody’s ratings understand these differences when making rating comparisons between the Municipal and Global scales.

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US MUNICIPAL LONG-TERM DEBT RATINGS

Municipal Ratings are based upon the analysis of five primary factors related to municipal finance: market position, financial position, debt levels, governance, and covenants. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality’s ability to repay its debt.

Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal and tax-exempt issuers.

A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

C: Issuers or issues rated Caa demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Note: Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION RATINGS

Short-Term Obligation Ratings

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels--MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expires at the maturity of the obligation.

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-band access to the market for refinancing.

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group^.

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins or protection.

Demand Obligation Ratings

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term rating and demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR., e.g., Aaa/NR or NR/VMIG.

VMIG rating expirations are a function of each issue’s specific structural or credit features.

VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

29

VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the ^liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections ^necessary to ensure the timely payment of purchase price upon demand.

STANDARD & POOR’S RATINGS GROUP (“S&P”)

ISSUE CREDIT RATINGS DEFINITIONS

Issue credit ratings can be either long or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicated the creditworthiness of an obligor with respect to put-features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based in varying degrees on the following considerations:

Likelihood of payment^, capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation.

Nature of and provisions of the obligations;

Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

LONG-TERM ISSUE CREDIT RATINGS:

AAA: An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated ‘AA’ differs from the highest-rated obligors only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

A: An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB: An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, and CC and C

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated ‘BB’ is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated ‘B’ is more vulnerable than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

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CCC: An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or, economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated ‘C’ is currently highly vulnerable to nonpayment. The ‘C’ rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A ‘C’ also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

D: A obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P 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 or the taking of a similar action if payments on an obligation 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.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligation is extremely strong.

A-2: A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-2: A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3: A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

C: A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P 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 or the taking of a similar action if payments on an obligation are jeopardized.

ISSUER CREDIT RATINGS DEFINTIONS

Issuer credit ratings are based on current information furnished by obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any issuer credit rating and may, on occasion, rely on unaudited financial information. Issuer credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issuer credit ratings can either be long or short term. Short-term issuer credit ratings reflect the obligor’s creditworthiness over a short-term horizon.

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LONG-TERM ISSUER CREDIT RATINGS

AAA: An obligor rated ‘AAA’ has extremely strong capacity to meet its financial commitments. ‘AAA’ is the highest issuer credit rating assigned by S&P.

AA: An obligor rated ‘AA’ has very strong capacity to meet its financial commitments. It differs from the highest-rated obligors only to a small degree.

A: An obligor rated ‘A’ has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.

BBB: An obligor rated ‘BBB’ has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

BB, B, ^CCC and CC

Obligors rated ‘BB’, ‘B’, ‘CCC’, and ‘CC’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘CC’ the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligor ‘BB’ is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitments.

B: An obligor rated ‘B’ is more vulnerable than the obligors rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meets its financial commitments.

CCC: An obligor rated ‘CCC’ is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.

CC: An obligor rated ‘CC’ is currently highly vulnerable.

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.

R: An obligor rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&P’s issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.

SD and D: An obligor rated ‘SD’ (selective default) or ‘D’ has failed to pay one or more of its obligations (rated or unrated) when it came due. A ‘D’ rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An ‘SD’ rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&P’s issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.

NR: An issuer designated NR is not rated.

SHORT-TERM ISSUER CREDIT RATINGS

A-1: An obligor rated ‘A-1’ has strong capacity to meet its financial commitments. It is rated in the highest category by S&P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments is extremely strong.

A-2: An obligor rated ‘A-2’ has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.

A-3: An obligor rated ‘A-3’ has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

B: An obligor rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. Ratings ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.

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B-1: Obligors with a ‘B-1’ short-term rating have a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-2: Obligors with a ‘B-2’ short-term rating have an average speculative-grade capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-3: Obligors with a ‘B-3’ short-term rating have a relatively weaker capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

C: An obligor rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for it to meet its financial commitments.

R: An obligor rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&P’s issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.

SD and D: An obligor rated ‘SD’ (selective default) or ‘D’ has failed to pay one or more of its obligations (rated or unrated) when it came due. A ‘D’ rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An ‘SD’ rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&P’s issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.

NR: An issuer designated as NR is not rated.

MUNICIPAL RATINGS

SHORT-TERM NOTES: An S&P U.S. municipal note ratings reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:

Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt will be given a plus(+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3: Speculative capacity to pay principal and interest.

FITCH RATINGS

LONG-TERM CREDIT RATINGS

Investment Grade

AAA: Highest credit quality ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions that is the case for higher ratings.

BBB: Good credit quality. ‘BBB’ ratings indicate that they are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions ^are more likely to impair this capacity. This is the lowest investment grade category.

Speculative Grade

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BB: Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified that could assist the obligor in satisfying its debt service requirements.

B: Highly speculative. For issuers and performing obligations, ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery of Rating ‘RR1’ (outstanding).

CCC: For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of ‘RR2’ (superior), ‘RR3’ (good) or ‘RR4’ (average).

CC: For issuers and performing obligations, default of some kind appears probable.

For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of 'RR4' (average) or 'RR5' (below average).

C: For issuers performing obligations, default is imminent.

For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of ‘RR6’ (poor).

RD: Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but ^continues to honor other classes of obligations.

D: Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:

Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.

Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.

Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.

Notes to Long-Term ratings:

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)

Short-Term Credit Ratings

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk

34

characteristics of bond, tax and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D: Indicates an entity or sovereign that has defaulted on all of its financial obligations.

Notes to Short-Term ratings:

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)

DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS

Moody’s Investors Service, Inc. Insurance Financial Strength Ratings

Moody’s Insurance Financial Strength Ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. Specific obligations are considered unrated unless they are individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company. Insurance Companies rated Aaa offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.

Standard &Poor’s Insurance Financial Strength Ratings

A S&P insurer financial strength rating is a current opinion of the financial security characteristics of an insurance organization with respect to its ability to pay under its insurance policies and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health maintenance organizations and similar health plans with respect to their ability to pay under their policies and contracts in accordance with their terms. This opinion is not specific to any particular policy or contract, nor does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion does not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use of a defense such as fraud to deny claims. For organizations with cross-border or multinational operations, including those conducted by subsidiaries or branch offices, the ratings do not take into account potential that may exist for foreign exchange restrictions to prevent financial obligations from being met. Insurer financial strength ratings are based on information furnished by rated organizations or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may on occasion rely on unaudited financial information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances. Insurer financial strength ratings do not refer to an organization's ability to meet nonpolicy (i.e. debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are fully or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer financial strength ratings, and follows procedures consistent with issue credit rating definitions and practices. Insurer financial strength ratings are not a recommendation to purchase or discontinue any policy or contract issued by an insurer or to buy, hold, or sell any security issued by an insurer. A rating is not a guaranty of an insurer's financial strength or security. An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is the highest insurer financial strength rating assigned by S&P.

Fitch Insurer Financial Strength Ratings

The Fitch Insurer Financial Strength (“IFS”) Rating provides an assessment of the financial strength of an insurance organization. The IFS Rating is assigned to the insurance company's policyholder obligations, including assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating reflects both the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants in the event the insurer stops making payments

35

or payments are interrupted, due to either the failure of the insurer or some form of regulatory intervention. In the context of the IFS Rating, the timeliness of payments is considered relative to both contract and/or policy terms but also recognizes the possibility of reasonable delays caused by circumstances common to the insurance industry, including claims reviews, fraud investigations and coverage disputes. The IFS Rating does not encompass policyholder obligations residing in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However, any guarantees provided to the policyholder with respect such obligations are included in the IFS Rating. Expected recoveries are based on Fitch's assessments of the sufficiency of an insurance company's assets to fund policyholder obligations, in a scenario in which payments have been ceased or interrupted. Accordingly, expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty or policyholder protection funds. Expected recoveries also exclude the impact of collateralizing or security, such as letters of credit or trusteed assets, supporting select reinsurance obligations. IFS Ratings can be assigned to insurance and reinsurance companies in any insurance sector, including the life & annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual value and title insurance sectors, as well as to managed care companies such as health maintenance organizations. The IFS Rating does not address the quality of an insurer's claims handling services or the relative value of products sold. ‘AAA’ IFS Rating is exceptional strong. ‘AAA’ IFS Rating denotes the lowest exception of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations on a timely basis. This capacity is highly unlikely to be adversely affected by foreseeable events.

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APPENDIX C

^

EATON VANCE FUNDS

PROXY VOTING POLICY AND PROCEDURES

I.^ Overview

The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

II^. Delegation of Proxy Voting Responsibilities

Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

III^. Delegation of Proxy Voting Disclosure Responsibilities

The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31^st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

IV^. ^Conflict of ^Interest

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such

37

proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

V^. Reports

The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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APPENDIX D

EATON VANCE MANAGEMENT

BOSTON MANAGEMENT AND RESEARCH

PROXY VOTING POLICIES AND PROCEDURES

I^. Introduction^

Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).

II^. Overview^

Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

III^. Roles and Responsibilities^

A. ^Proxy Administrator^

The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

B. Agent

An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of

39

1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.

Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

C. Proxy Group

The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.

For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.

If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.

If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.

The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.

IV^. Proxy Voting Guidelines (^"Guidelines^")^

A. General Policies

It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.

When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.

B. Proposals Regarding Mergers and Corporate Restructurings

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.

C. Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.

D. Corporate Structure Matters/Anti-Takeover Defenses

40

As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).

E. Social and Environmental Issues

The Advisers generally support management on social and environmental proposals.

F. Voting Procedures

Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

2. NON-VOTES: Votes in Which No Action is Taken

The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

^3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

V^. Recordkeeping^

The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

• A copy of the Advisers’ proxy voting policies and procedures;
• Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR database or are kept by the Agent and are available upon request;
• A record of each vote cast;
• A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
• Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written or oral) for such records.

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All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

VI^. ^Assessment of Agent and Identification and Resolution of Conflicts with Clients^

A. Assessment of Agent

The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.

B. Conflicts of Interest

As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:

Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each

department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal

underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients

or prospective clients of the Advisers or EVD.

A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted

Companies”) and provide that list to the Proxy Administrator.

The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she

has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the

Proxy Administrator will report that fact to the Proxy Group.

If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to

the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the

Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and

(iii) record the existence of the material conflict and the resolution of the matter.

If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained

herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior

management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If

the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior

to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on

how the proxy should be voted from:

• The client, in the case of an individual or corporate client;
• ^
• In the case of a Fund, its board of directors, any committee or sub-committee or group of Independent Trustees (as long as such committee, sub-committee or group contains at least two or more Independent Trustees); or
• The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing

42

the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

^

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EX-99.(17)(A)(II)

Eaton Vance Money Market Fund
Supplement to Prospectus dated March 1, 2009

Eaton Vance Cash Management Fund
Supplement to Prospectus dated December 4, 2009

On October 19, 2009, the Boards of Trustees of each Fund
and Cash Management Portfolio (the "Portfolio"), approved a
change to the investment policies of each Fund and the
Portfolio to provide that each will invest substantially all of its
net assets in obligations of the U.S. Government and its
agencies and instrumentalities. Implementation of this
change is expected to be completed on or about March 1,
2010. In connection with the policy change, Eaton Vance
Cash Management Fund will change its name to Eaton Vance
U.S. Government Money Market Fund and the Portfolio will
change its name to U.S. Government Money Market Portfolio.
In addition, the Trustees approved the reorganization of Eaton
Vance Money Market Fund into Class B shares of Eaton
Vance Cash Management Fund. The reorganization is
expected to be consummated on or about March 1, 2010.

December 7, 2009                                                                 [CODE]

Eaton Vance Cash Management Fund
Eaton Vance Money Market Fund

Supplement to Prospectus dated
March 1, 2009

Effective December 4, 2009, shares of Eaton Vance Cash
Management Fund (“Fund”) will no longer be offered though
this prospectus. Please see the Fund’s prospectus dated
December 4, 2009 for information regarding the Fund.

Effective after the close of business on December 4, 2009,
shares of Eaton Vance Money Market Fund will no longer be
available for purchase or exchange.

December 4, 2009                  4209-12/09           MMFPS

Eaton Vance Cash Management Fund
Eaton Vance Money Market Fund
Diversified money market mutual funds

Prospectus Dated
^March 1, 2009

The Securities and Exchange Commission has not approved or disapproved these securities or
determined whether this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Information in this prospectus
	Page		Page
Fund Summaries	2	Sales Charges	^8
Investment Objectives & Principal Policies and Risks	5	Redeeming Shares	^9
Management and Organization	^6	Shareholder Account Features	^10
Valuing Shares	6	Tax Information	^12
Purchasing Shares	^7	Financial Highlights	^13

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

Fund Summaries

^

Investment Objective and Principal Strategies. Each Fund’s investment objective is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity.

The Funds currently invest their assets in a ^separately diversified registered investment company (Cash Management Portfolio, referred to herein as the “Portfolio”) with the same objective and policies managed by an affiliate of Eaton ^Vance Management. Permissible investments include various types of high quality, U.S. dollar denominated money market instruments of domestic and foreign issuers, such as securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, and high-quality, short-term obligations issued by banks and corporations. The Portfolio may invest significantly in securities issued by various U.S. government-sponsored entities, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, and the Federal Home Loan Banks. While such issuers may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury.

Principal Risk Factors. Each Fund’s yield will change as the short-term securities in ^the Portfolio mature and the proceeds are reinvested in securities with different interest rates.

In addition, certain events could reduce a Fund’s income level and/or share price, such as a sharp rise in prevailing short-term interest rates; adverse developments in the banking industry, which issues or guarantees many money market securities; adverse economic, political or other developments affecting domestic and/or foreign issuers of money market securities; changes in the credit quality of issuers; and default by a counterparty in a portfolio transaction.

An investment in a Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each Fund seeks to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in a Fund.

2

Performance Information. The following bar charts and table provide information about the Funds’ performance. Although past performance is no guarantee of future results, this performance information demonstrates the risk that the value of your investment will change. The returns in the bar charts are for each of the past ten calendar years through ^December 31, 2008 and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower.

^
Cash Management Fund^

During the ten years ended December 31, ^2008, the Fund’s highest quarterly total return was 1.49% for the quarter ended September 30, 2000, and its lowest quarterly return was 0.06% for the quarter ended June 30, 2004. The Fund’s annualized current and effective yields for the seven-day period ended October 31, ^2008 were ^1.^67% and ^1.^68%, respectively. For the seven-day period ended February 20, 2009, such yields were 0.00%. The Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero. This undertaking may be withdrawn at any time and is subject to recoupment. For current yield information call 1-800-^262-^1122. Performance is for the stated time period only; due to market volatility the Fund’s current performance may be lower or higher.

^
^Money Market Fund

During the ten years ended December 31, ^2008, the Fund’s highest quarterly total return was 1.44% for the quarter ended December 31, 2000, and its lowest quarterly return was 0.00% for the quarter ended September 30, 2004. The Fund’s annualized current and effective yields for the seven-day period ended October 31, ^2008 were ^0.^82%. ^For the seven-day period ended February 20, 2009, such yields were 0.^00%^. The Fund’s investment adviser has voluntarily undertaken to reimburse expenses or waive fees to the extent necessary to maintain a yield of not less than zero. This undertaking may be withdrawn at any time and is subject to recoupment. For current yield information call 1-800-^262-^1122. Performance is for the stated time period only; due to market volatility the Fund’s current performance may be lower or higher.

Average Annual Total Return as of ^December 31, 2008	One Year	Five Years	Ten Years
Cash Management Fund	^2.^40%	2.^93%	^2.^96%
Money Market Fund	–^3.^54%	1.^63%	2.^09%
The returns for the Money Market Fund reflect the applicable sales charge.

3

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

^
Shareholder Fees	Cash Management	Money Market	Annual Fund Operating Expenses	Cash Management	Money Market
(fees paid directly from your investment)	Fund	Fund	(expenses that are deducted from Fund and Portfolio assets)	Fund	Fund
Maximum Sales Charge (Load)	None	None	Management Fees	0.48%	0.48%
Maximum Deferred Sales Charge (Load)(as a percentage			Distribution and Service (12b-1) Fees	None	0.85%
of the lower of net asset value at time of purchase or time			Other Expenses	0.10%	0.21%
of redemption)	None	5.00%
			Total Annual Fund Operating Expenses	0.58%	1.54%
Maximum Sales Charge Imposed on Reinvested
Distributions	None	None

^

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

	1 Year	3 Years	5 Years	10 Years
Cash Management Fund	$^59	$^186	$ ^324	$ ^726
Money Market Fund	$^657	$^886	$1,^039	$1,^834
You would pay the following expenses if you did not redeem your shares:
	1 Year	3 Years	5 Years	10 Years
Cash Management Fund	$^59	$^186	$^324	$ ^726
Money Market Fund	$^157	$^486	$^839	$1,^834

4

Investment Objectives & Principal Policies and Risks

Each Fund’s investment objective is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. Each Fund currently seeks to meet its investment objective by investing in Cash Management Portfolio, a separate open-end investment company that has the same objective and policies. Each Fund’s investment objective and policies may be changed by the Trustees without shareholder approval; as a matter of policy, however, the Trustees would not materially change the investment objective of a Fund without shareholder approval. There is no present intention to make any such change and shareholders will receive 60 days notice of any material change in a Fund’s investment objective. Each Fund seeks to maintain a constant net asset value of $1.00 per share, although there can be no assurance it will be able to do so.

The Portfolio invests in high quality, U.S. dollar-denominated money market instruments of domestic and foreign issuers, including U.S. Government securities and prime commercial paper. When appropriate, the Portfolio may also invest in high-grade short-term obligations other than prime commercial paper as well as certificates of deposit, bankers’ acceptances and other short-term securities issued by domestic or foreign banks or their subsidiaries or branches. The Portfolio may invest without limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks. Such investments involve special risks. These include unfavorable political and economic developments, possible withholding taxes, seizure of foreign deposits, interest limitations or other governmental restrictions which might affect payment of principal and interest. Additionally, there may be less public information available about foreign banks and their branches. Foreign branches of foreign banks are not regulated by U.S. banking authorities, and generally are not bound by accounting, auditing and financial reporting standards comparable to U.S. banks. The Portfolio does not limit the amount of its assets which can be invested in one type of instrument or in any foreign country.

The Portfolio will invest only in U.S. dollar-denominated money market instruments meeting credit criteria which the Trustees believe present minimal credit risk, and that are (i) short-term obligations rated in one of the two highest short-term ratings categories by at least two nationally recognized rating services (or if only one rating service has rated the security, by that service), or (ii) unrated securities determined by the investment adviser to be of comparable quality. The Portfolio will maintain a dollar-weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. The Portfolio may invest in variable or floating-rate securities some of which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deemed to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. The Portfolio will not invest more than 5% (determined at the time of investment) of its total assets in securities rated in the second highest short-term rating category or comparable unrated securities. Subject to the policies of Rule 2a-7 under the Investment Company Act of 1940, the Portfolio does not intend to purchase securities of any issuer if, immediately thereafter, more than 5% of its total assets would be invested in securities of that issuer.

Consistent with its investment objective, the Portfolio will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. The Portfolio may also invest to take advantage of what ^its investment ^adviser believes to be temporary disparities in yields of different segments of the money market or among particular instruments within the same segment of the market. If Fund expenses exceed income, Fund shareholders will not receive distributions.

The Portfolio may purchase securities on a when-issued basis and for future delivery by means of “forward commitments”, for which segregated accounts are used when required. The Portfolio may enter into repurchase agreements. These transactions must be fully collateralized at all times, but involve some risk if the counterparty should default on its obligations or if the Portfolio is delayed or prevented from recovering the collateral.

Each Fund participates in the Temporary Guarantee Program for Money Market Funds (the "Program") established by the U.S. Department of Treasury ("U.S. Treasury"). Under the Program, amounts of Fund shares owned by shareholders as of the close of business on September 19, 2008 are guaranteed by the U.S. Treasury against loss in the event (i) the Fund’s market-based net asset value falls below $0.995 per share (i.e., rounds to less than $1.00 per share) and (ii) the Fund subsequently liquidates (the "guarantee event"). Upon such event, Fund shareholders who have continuously maintained a Fund account from September 19, 2008 until the guarantee event would be eligible to receive from the U.S. Treasury the difference between $1.00 per share and the Fund’s net proceeds per share upon liquidation applied to the lesser of shares held by such shareholders on September 19, 2008 or on the date of the guarantee event. Investors who became Fund shareholders after September 19, 2008, or who owned an account in a Fund on September 19, 2008 but subsequently closed their account, would not receive a payment under the Program.

Guarantee payments under the Program are subject to an overall limit of approximately $50 billion for all eligible money market funds participating in the Program. The Program’s initial period expired on December 18, 2008, but has been

5

extended to April 30, 2009. The Program may be further extended by the U.S. Treasury, however, the Program may not be extended beyond September 18, 2009. Each Fund paid premiums to participate in the initial and extended periods of the Program. If the Program is further extended, the Funds would be required to pay an additional premium for the extension period and the Board of Trustees will consider whether the Funds should continue to participate.

Management and Organization

Management. The Portfolio’s investment adviser is Boston Management and Research (“BMR”), a subsidiary of Eaton Vance Management (“Eaton Vance”), with offices at The Eaton Vance Building, 255 State Street, Boston, MA 02109 until March 22, 2009 and thereafter at Two International Place, Boston, MA 02110. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its ^affiliates currently manage ^over $120 billion on behalf of mutual funds, institutional clients and individuals.

Under its investment advisory agreement, BMR receives a monthly advisory fee equal to 0.50% annually of the average daily net assets of the Portfolio up to $1 billion. On net assets of $1 billion or more, BMR has contractually agreed to reduce its advisory fee as follows: 0.475% annually of average daily net assets of $1 billion but less than $2 billion; 0.450% of average daily net assets of $2 billion but less than $5 billion; 0.425% of average daily ^net assets of $5 billion but less than $10 billion; and 0.400% of average daily net assets of $10 billion and over. For the fiscal year ended October 31, 2008, the effective annual rate of investment advisory fee paid to BMR, based on average daily net assets of the Portfolio was 0.^48%.

Each Fund’s most recent shareholder report provides information regarding the basis for the Trustees’ approval of each Fund’s or Portfolio’s investment advisory agreement.

^Duke E. ^Laflamme is the portfolio manager of the Portfolio (since ^2008). ^He also manages other Eaton Vance portfolios, has been an Eaton Vance portfolio manager for more than five years and is a Vice President of Eaton Vance and BMR.

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

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

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

Organization. Each Fund is a series of Eaton Vance Mutual Funds Trust, a Massachusetts business trust. The ^Portfolio and each Fund will 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). As ^a Portfolio investor, ^the Fund may be asked to vote on certain Portfolio matters (such as changes in certain Portfolio investment restrictions). When necessary, the ^Fund will hold a meeting of its shareholders to consider ^Portfolio ^matters and then vote ^its interest in the Portfolio in proportion to the votes cast by ^its shareholders. ^Each ^Fund can withdraw ^its Portfolio investment at any ^time without shareholder approval.

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

Valuing Shares

Each Fund values its shares once each day only when the New York Stock Exchange is open for trading (typically Monday through Friday), as of the close of regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase price of Fund shares is their net asset value, which is derived from the value of Portfolio holdings. The investments of the Portfolio are valued at amortized cost according to a Securities and Exchange Commission rule. The Portfolio and the Funds will not normally have unrealized gains or losses so long as the Portfolio values its investments by the amortized cost method.

6

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

Purchasing Shares

The Cash Management Fund is offered to shareholders in exchange for their Class A shares of the Eaton Vance Group of Funds. The Money Market Fund is offered to shareholders in exchange for their Class B and Class C shares of the Eaton Vance Group of Funds. (The Money Market Fund may not be a suitable investment for investors who do not intend to use it as an exchange vehicle.) Your initial investment must be at least $1,000. After your initial investment, additional investments may be made in any amount at any time. The Funds do not issue share certificates.

You may also purchase Fund shares directly through your investment dealer (which includes brokers, dealers and other financial institutions) who may charge you a fee for executing the purchase for you or by requesting your bank to transmit immediately available funds (Federal Funds) by ^wire. A Fund may suspend the sale of its shares at any time and any purchase order may be ^refused for any reason.

To make an initial investment by wire, you must complete an account application and telephone the Fund Order Department at 1-800-262-1122 ^to be assigned an account number. ^You may request an account application by calling 1-800-262-1122^. The Fund Order Department must be advised by telephone of each ^additional investment by wire.

Transactions in money market instruments normally require immediate settlement in federal funds. The Funds intend at all times to be as fully invested as is feasible in order to maximize earnings. Accordingly, purchase orders will be executed at the net asset value next determined after their receipt by a Fund only if the Fund has received payment in cash or in federal funds. If remitted in other than the foregoing manner, such as by money order or personal check, purchase orders will be executed as of the close of business on the second Boston business day after receipt. Information on how to procure a Federal Reserve Draft or to transmit federal funds by wire is available at banks. A bank may charge for these services.

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 ^providing written instructions. Please call 1-800-262-1122 for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts, certain group purchase plans (including tax-deferred retirement and other pension plans and proprietary fee-based programs sponsored by broker-dealers) and for persons affiliated with Eaton Vance and ^certain Fund service ^providers (as described in the Statement of Additional Information).

From time to time, a substantial portion of a Fund may be held by shareholders that have invested in the Fund as part of a short-term investment strategy. Shareholders employing such a strategy may purchase and redeem Fund shares frequently. Frequent trading may cause a Fund to experience high portfolio turnover, which may result in higher Fund transaction costs. While there is no limit on purchases and redemptions by investors, each Fund or the principal underwriter may reject or cancel any purchase order (including an exchange) from an investor or group of investors for any reason.

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

Certain investment dealers that maintain ^fund accounts for the benefit of their customers provide sub-accounting, recordkeeping and/or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this prospectus, the term “investment dealer” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, a retirement plan and/or its administrator, their designated

7

intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.

Sales Charges

Contingent Deferred Sales Charge. Money Market Fund shares (other than those acquired as the result of an exchange from another Eaton Vance fund) are subject to the following CDSC schedule:

Year of Redemption After Purchase	CDSC	CDSCs are based on the lower of the net asset value at
First or Second                                 5% Third                                              4% Fourth                                            3% Fifth                                               2% Sixth                                                              1% Seventh or following                         0%		the time of purchase or at the time of redemption.
		Shares acquired through the reinvestment of
		distributions are exempt from the CDSC. Redemptions
		are made first from shares that are not subject to a
		CDSC.

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

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

When shares of another Eaton Vance fund that are subject to a CDSC are exchanged for shares of Cash Management Fund or Money Market Fund as described under “Purchasing Shares” above, the CDSC will continue to apply to the new shares at the original CDSC rate and the new shares will continue to age from the date of the original purchase.

Distribution and Service Fees. The Money Market Fund has adopted a plan under Rule 12b-1 that allows the Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”) and service fees for personal and/or shareholder account services. Money Market Fund shares pay distribution fees to the principal underwriter of 0.75% of average daily net assets annually. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. The principal underwriter compensates investment dealers on sales of Money Market Fund shares (except exchange transactions and reinvestments) in an amount equal to 4% of the purchase price of the shares sold. The Money Market Fund pays service fees to the principal underwriter equal to 0.15% of average daily net assets annually on shares outstanding for one year or more. The principal underwriter generally pays service fees to investment dealers based on the value of shares sold by such dealers for shareholder servicing performed by such investment dealers. Although there is no present intention to do so, the Money Market Fund could pay service fees of up to 0.25% annually upon trustee approval. Distribution and service fees are subject to limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.

8

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 (for
	instance, a joint account must be signed by all registered owners to be accepted)
	and a signature guarantee may be required. Call 1-800-262-1122 for additional
	information. You can obtain a signature guarantee at banks, savings and loan
	institutions, credit unions, securities dealers, securities exchanges, clearing
	agencies and registered securities associations that participate in The Securities
	Transfer Agents Medallion Program, Inc. (STAMP, Inc.). Only signature
	guarantees issued in accordance with STAMP, Inc. will be accepted. You may be
	asked to provide additional documents if your shares are registered in the name of
	a corporation, partnership or fiduciary.
By Telephone	You can redeem up to $100,000 per account (which may include shares of one or
	more Eaton Vance funds) per day by calling 1-800-262-1122 Monday through
	Friday, 8:00 a.m. to 7:00 p.m. (eastern time). Proceeds of a telephone redemption
	can be sent only to the account address or to a bank pursuant to prior instructions.
	Shares held by corporations, trusts or certain other entities and shares that are
	subject to fiduciary arrangements cannot be redeemed by telephone.
By Check	You may obtain forms to establish checkwriting privileges by calling 1-800-262-
	1122. Checks may be drawn on your account in any amount of $500 or more.
	You will be required to complete signature cards and will be subject to certain
	rules in connection with this privilege. There is no charge for this service.
Through an Investment Dealer	Your investment dealer is responsible for transmitting the order promptly. An
	investment dealer may charge a fee for this service.

If you redeem shares, your redemption price will be based on the net asset value per share next computed after the redemption request is received in good order by the Fund’s transfer agent. Your redemption proceeds normally 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 regular mail. However, if you have given complete written authorization in advance, you may request that the redemption proceeds be wired directly to your bank account. The bank designated may be any bank in the United States. The request may be made by calling 1-800-262-1122 or by sending a signature guaranteed letter of instruction to the transfer agent (see back cover for address). Corporations, trusts and other entities may need to provide additional documentation. You may be required to pay the costs of such transaction by the Fund or your bank. No costs are currently charged by the Fund. However, charges may apply for expedited mail delivery services. Each Fund may suspend or terminate the expedited payment procedure upon at least 30 days’ notice.

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

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

9

Shareholder Account Features

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

•Full Reinvest Option	Distributions in cash are reinvested in additional shares. This option will be assigned
	if you do not specify an option.
•Cash Option	Distributions in cash are paid in cash.
•Exchange Option	Distributions are reinvested in additional shares of any class of another Eaton
	Vance fund chosen by you, subject to the terms of that fund’s prospectus. Before
	selecting this option, you must obtain a prospectus of the other fund and consider
	its objectives, risks, and charges and expenses carefully.

Information from the Funds. From time to time, you may ^receive the following:

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

 quarters, respectively, performance information and financial statements.

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

•^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.

Most fund information (including semiannual and annual reports, prospectuses and proxy statements) as well as your periodic account statements can be delivered electronically. For more information please go to www.eatonvance.com. Select “Mutual Funds” then “Electronic Delivery”.

Each Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information that is filed with the SEC is posted on the Eaton Vance website (www.eatonvance.com) approximately 60 days after the end of the quarter to which it relates. Portfolio holdings information as of each calendar quarter end is posted to the website 30 days after such quarter end. The Funds also post information about certain portfolio characteristics (such as top ten holdings and asset allocation) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the most recent calendar quarter end.

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

Tax-Deferred Retirement Plans. ^Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may generally exchange your Cash Management Fund shares for Class A shares of another Eaton Vance fund. These exchanges are made at the public offering price (which generally includes the sales charge applicable to Class A shares), unless your Cash Management Fund shares were acquired as the result of an exchange from Class A of another Eaton Vance fund. In such case, the exchange generally will be made at net asset value. You may exchange your Money Market Fund shares for Class B shares of another Eaton Vance fund. These exchanges are made at net asset value. If your Money Market Fund shares were acquired in exchange for Class C shares of another Eaton Vance ^fund, such shares may be exchanged only for Class C shares of one or more of such funds. 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. Exchanges are subject to the terms applicable to purchases of the new fund’s shares as set forth in its prospectus. If you wish to exchange shares, you may write to the transfer agent (see back cover for address) or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days’ notice of any material change to the privilege. While there is no limit on purchases and redemptions of the Funds, this privilege may not be used for “market timing” in other Eaton Vance funds. As described under "Purchasing Shares", purchase orders (including

10

exchanges) may be rejected or cancelled for any reason. As long as the net asset value of Fund shares is maintained at $1.00 per share, an exchange will not result in a taxable gain or loss.

Reinvestment Privilege. If you redeem shares of Money Market Fund, you may reinvest at net asset value all or any portion of the redemption proceeds in the same class of shares of the ^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. Under these circumstances your account will be credited with any CDSC paid in connection with the redemption. Any CDSC period applicable to the shares you acquire upon reinvestment will run from the date of your original share purchase. Reinvestment requests must be in writing. At the time of a reinvestment, you or your financial intermediary must notify the Fund or the transfer agent that you are reinvesting redemption proceeds in accordance with this privilege. If you reinvest, your purchase will be at the next determined net asset value following receipt of your request.

Telephone and Electronic Transactions. You can redeem or exchange shares by telephone as described in this prospectus. In addition, certain transactions may be conducted through the ^Eaton Vance website. The transfer agent and the principal underwriter have procedures in place to authenticate telephone and electronic instructions (such as using security codes or verifying personal account information). As long as the transfer agent and principal underwriter follow reasonable procedures, they will not be responsible for unauthorized telephone or electronic transactions and you bear the risk of possible loss resulting from these transactions. Telephone instructions are recorded.

“Street Name” Accounts. If your shares are held in a “street name” account at an investment dealer, that dealer (and not the Fund or its transfer agent) will perform all recordkeeping, transaction processing and distribution payments. Because the Fund will have no record of your transactions, you should contact your investment dealer to purchase, redeem or exchange shares, to make changes in your account, or to obtain account information. You will not be able to utilize a number of shareholder features, such as telephone transactions, directly with the Fund. If you transfer shares in a “street name” account to an account with another investment dealer or to an account directly with the Fund, you should obtain historical information about your shares prior to the transfer.

Withdrawal Plan. You may redeem Cash Management Fund shares on a regular quarterly basis by establishing a systematic withdrawal plan. Withdrawal amounts for Money Market Fund shareholders may also be made on a regular quarterly basis, provided the aggregate amount of the withdrawal does not exceed 12% annually (such amount will not be subject to a CDSC).

^

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

^

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122 Monday through Friday, 8:00 a.m. to 7:00 p.m. (eastern time), or write to the transfer agent (see back cover for address).

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

11

Tax Information

Each Fund declares dividends daily and pays distributions each month. Long-term capital gains, if any, will be distributed at least annually. Monthly distributions from the Funds of any investment income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains are taxable as long-term capital gains.

Certain distributions paid in January (if any) may be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction. Distributions from the Funds are expected to consist primarily of ordinary income. Distributions will be taxed as described herein whether they are paid in cash or reinvested in additional shares.

A Fund’s investments in certain debt obligations may cause a Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements.

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

12

Financial Highlights

The financial highlights are intended to help you understand the Fund’s financial performance for the period(s) indicated. Certain information in the ^tables reflects the financial results for a single Fund share. The total returns in the tables represent the rate an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions at net asset value). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting ^firm, except that information prior to October 31, 2007 was audited by another independent registered public accounting firm. ^ The ^reports of Deloitte & Touche LLP and each Fund’s financial statements are incorporated herein by reference and included in the Fund’s annual report, which is available on request.

			Cash Management Fund
	Year Ended	Period Ended
	October 31,	October 31,		Year Ended December 31,
	2008	2007(1)	2006	2005	2004	2003
Net asset value - Beginning of period	$ 1.000	$ 1.000	$1.000	$ 1.000	$ 1.000	$ 1.000
Income (loss) from operations
Net investment income	$ 0.030	$ 0.040	$0.043	$ 0.024	$ 0.006	$ 0.005
Less distributions
From net investment income	$ (0.030)	$ (0.040)	$(0.043)	$ (0.024)	$ (0.006)	$ (0.005)
Total distributions	$ (0.030)	$ (0.040)	$(0.043)	$ (0.024)	$ (0.006)	$ (0.005)
Net asset value - End of period	$ 1.000	$ 1.000	$1.000	$ 1.000	$ 1.000	$ 1.000
Total Return(2)	3.02%	4.04%(7)	4.40%(3)	2.48%(3)	0.60%	0.48%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$342,517	$174,122	$119,983	$94,969	$98,165	$101,364
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction(4)(5)	0.58%	0.62%(6)	0.75%	0.80%	0.79%	0.68%
Net investment income	2.90%	4.82%(6)	4.32%	2.46%	0.60%	0.47%

(See footnotes on last page.)

                                                                                                            13

Financial Highlights (continued)^

			Money Market Fund
	Year Ended	Period Ended
	October 31,	October 31,		Year Ended December 31,
	2008	2007(1)	2006	2005	2004	2003
Net asset value - Beginning of period	$ 1.000	$ 1.000	$1.000	$ 1.000	$ 1.000	$ 1.000
Income (loss) from operations
Net investment income	$ 0.020	$ 0.031	$0.033	$ 0.014	$ 0.001	$ ----
Less distributions
From net investment income	$ (0.020)	$ (0.031)	$ (0.033)	$ (0.014)	$ (0.001)	$ ----
Total distributions	$ (0.020)	$ (0.031)	$ (0.033)	$ (0.014)	$ (0.001)	$ ----
Net asset value - End of period	$ 1.000	$ 1.000	$1.000	$ 1.000	$ 1.000	$ 1.000
Total Return(2)	2.04%	3.16%(7)	3.32%(3)	1.45%(3)	0.05%	0.00%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$150,794	$66,507	$42,098	$48,339	$67,885	$100,241
Ratios (As a percentage of average daily net assets):
Expenses before custodian fee reduction(4)(5)	1.54%	1.66%(6)	1.80%	1.82%	1.31%(8)	1.17%(8)
Net investment income	1.90%	3.78%(6)	3.30%	1.40%	0.04%	0.00%

(1) For the ten months ended October 31, 2007. The Fund changed its fiscal ^year end from December 31 to October 31.

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

(3) During the years ended December 31, 2006 and December 31, 2005, the investment adviser reimbursed the Fund, through its investment in the Portfolio, for net losses realized on the disposal of investments which did not meet the Portfolio’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the years ended December 31, 2006 and December 31, 2005.

(4) Includes the Fund’s share of the Portfolio’s allocated expenses.

(5) Excludes the effect of custody fee credits, if any, of less than 0.005%.

^{(^6)} Annualized.

^{(^7)} Not annualized.

^{(^8)} The principal underwriter voluntarily waived a portion of its distribution fee and the administrator subsidized certain operating expenses (equal to 0.40^% and ^0.^49% of average daily net assets for the years ended December 31, ^2004 and ^2003, respectively). Absent this waiver and allocation, total return would have been lower.

14

More Information

^

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

Eaton Vance Distributors, Inc.	Effective March 22, 2009:
The Eaton Vance Building	Eaton Vance Distributors, Inc.
255 State Street	Two International Place
Boston, MA 02109	Boston, MA 02110
1-800-262-1122	1-800-262-1122
website: www.eatonvance.com	website: www.eatonvance.com

You will find and may copy information about each Fund (including the statement of additional
information and shareholder reports): at the Securities and Exchange Commission’s public reference
room in Washington, DC (call 1-202-551-8090 for information on the operation of the public reference
room); on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov); or, upon payment of
copying fees, by writing to the SEC’s public reference section, 100 F Street NE, Washington, DC 20549-
0102, or by electronic mail at publicinfo@sec.gov.

^Shareholder ^Inquiries: You can obtain more information from Eaton Vance Shareholder Services
^or the Fund transfer agent, PNC Global Investment Servicing. If you own shares and would like to add
to, redeem or change your account, please write or call ^below:

Regular Mailing Address:	Overnight Mailing Address:	Phone Number:
Eaton Vance Funds	Eaton Vance Funds	1-800-262-1122
^	^	Monday - Friday
PO Box 9653	101 Sabin Street	8am - 7pm ET
Providence, RI 02940-9653	Pawtucket, RI 02860

The Funds’ Investment Company Act No. is 811-04015.		MMFP
^481-3/09	© ^2009 Eaton Vance Management

Eaton Vance
Cash Management Fund

Supplement to
Statement of Additional Information
dated
March 1, 2009

Effective December 4, 2009, shares of Eaton Vance Cash
Management Fund (“Fund”) are no longer offered though this
Statement of Information (“SAI”). Please see the Fund’s SAI
dated December 4, 2009 for information regarding the Fund.

December 4, 2009

EATON VANCE CASH MANAGEMENT FUND
EATON VANCE FLOATING-RATE ADVANTAGE FUND
EATON VANCE FLOATING-RATE FUND
EATON VANCE FLOATING-RATE & HIGH INCOME FUND
EATON VANCE MONEY MARKET FUND
Supplement to Statements of Additional Information dated March 1, 2009

The following replaces “Lending Portfolio Securities.” or “Securities Lending.” (as applicable) under “Strategies and Risks”:

Securities Lending. A Portfolio may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law. A Portfolio may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans only will be made to firms that have been approved by the investment adviser. The investment adviser or securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned. Distributions of any income realized from securities loans will be taxable as ordinary income. A Portfolio may receive loan fees in connection with loans of securities for which there is a special demand.

Securities loans may result in delays in recovering, or a failure of the borrower to return, the loaned securities. The defaulting borrower ordinarily would be liable to a Portfolio for any losses resulting from such delays or failures, and the collateral provided in connection with the loan normally would also be available for that purpose. Securities loans normally may be terminated by either a Portfolio or the borrower at any time. Upon termination and return of the loaned securities, a Portfolio would be required to return the related collateral to the borrower and, if this collateral has been reinvested, it may be required to liquidate portfolio securities in order to do so. To the extent that such securities have decreased in value, this may result in a portfolio realizing a loss at a time when it would not otherwise do so. A Portfolio also may incur losses if it is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers and related administrative costs.

A Portfolio will receive amounts equivalent to any interest or other distributions paid on securities while they are on loan, and a Portfolio will not be entitled to exercise voting or other beneficial rights on loaned securities. A Portfolio will exercise its right to terminate loans and thereby regain these rights whenever the investment adviser considers it to be in a Portfolio’s interest to do so, taking into account the related loss of reinvestment income and other factors.

Cash collateral received by a Portfolio in respect of loaned securities is invested in Eaton Vance Cash Collateral Fund, LLC (“Cash Collateral Fund”). The investment objective of Cash Collateral Fund is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. While not a registered money market mutual fund, Cash Collateral Fund conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940. Cash Collateral Fund invests in high quality, U.S. dollar-denominated money market instruments of domestic and foreign issuers, including U.S. Government securities and prime commercial paper. When appropriate, Cash Collateral Fund may also invest in other high-grade, short-term obligations including certificates of deposit, bankers’ acceptances and other short-term securities issued by domestic or foreign banks or their subsidiaries or branches. Cash Collateral Fund may purchase securities on a when-issued basis and for future delivery by means of “forward commitments.” Cash Collateral Fund may enter into repurchase agreements. Cash Collateral Fund may invest without limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks. Cash Collateral Fund does not limit the amount of its assets that can be invested in one type of instrument or in any foreign country. Information about the portfolio holdings of Cash Collateral Fund is available on request.

Consistent with its investment objective, Cash Collateral Fund attempts to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. Cash Collateral Fund also may invest to take advantage of what Eaton Vance Management (“Eaton Vance”) believes to be temporary disparities in yields of different segments of the money market or among particular instruments within the same segment of the market.

As compensation for its services as manager, Eaton Vance is paid a fee at a rate of 0.08% annually of the average daily net assets of Cash Collateral Fund. Eaton Vance pays all of Cash Collateral Fund’s custody, audit and other ordinary operating expenses, excluding extraordinary, non-recurring items such as expenses incurred in connection with litigation, proceedings, claims and reorganization expenses.  Payments to Eaton Vance for managing Cash Collateral Fund are in addition to the investment advisory fee paid by a Portfolio.

September 8, 2009

EATON VANCE AMT-FREE LIMITED MATURITY MUNICIPALS FUND
EATON VANCE CALIFORNIA LIMITED MATURITY MUNICIPALS FUND
EATON VANCE MASSACHUSETTS LIMITED MATURITY MUNICIPALS FUND
EATON VANCE NATIONAL LIMITED MATURITY MUNICIPALS FUND
EATON VANCE NEW JERSEY LIMITED MATURITY MUNICIPALS FUND
EATON VANCE NEW YORK LIMITED MATURITY MUNICIPALS FUND
EATON VANCE OHIO LIMITED MATURITY MUNICIPALS FUND
EATON VANCE PENNSYLVANIA LIMITED MATURITY MUNICIPALS FUND
Supplement to Statements of Additional Information dated August 1, 2008

EATON VANCE TAX-MANAGED EMERGING MARKETS FUND
Supplement to Statement of Additional Information dated November 1, 2008

EATON VANCE ARIZONA MUNICIPALS FUND
EATON VANCE COLORADO MUNICIPALS FUND
EATON VANCE CONNECTICUT MUNICIPALS FUND
EATON VANCE MICHIGAN MUNICIPALS FUND
EATON VANCE MINNESOTA MUNICIPALS FUND
EATON VANCE NEW JERSEY MUNICIPALS FUND
EATON VANCE PENNSYLVANIA MUNICIPALS FUND
Supplement to Statement of Additional Information dated December 1, 2008

EATON VANCE ALABAMA MUNICIPALS FUND
EATON VANCE ARKANSAS MUNICIPALS FUND
EATON VANCE ASIAN SMALL COMPANIES FUND
EATON VANCE GEORGIA MUNICIPALS FUND
EATON VANCE GLOBAL GROWTH FUND
EATON VANCE GREATER CHINA GROWTH FUND
EATON VANCE KENTUCKY MUNICIPALS FUND
EATON VANCE LOUISIANA MUNICIPALS FUND
EATON VANCE MARYLAND MUNICIPALS FUND
EATON VANCE MISSOURI MUNICIPALS FUND
EATON VANCE MULTI-CAP GROWTH FUND
EATON VANCE NORTH CAROLINA MUNICIPALS FUND
EATON VANCE OREGON MUNICIPALS FUND
EATON VANCE SOUTH CAROLINA MUNICIPALS FUND
EATON VANCE TENNESSEE MUNICIPALS FUND
EATON VANCE VIRGINIA MUNICIPALS FUND
EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
Supplement to Statements of Additional Information dated January 1, 2009

EATON VANCE-ATLANTA CAPITAL LARGE-CAP GROWTH FUND
EATON VANCE-ATLANTA CAPITAL SMID-CAP FUND
EATON VANCE CALIFORNIA MUNICIPALS FUND
EATON VANCE MASSACHUSETTS MUNICIPALS FUND
EATON VANCE MISSISSIPPI MUNICIPALS FUND
EATON VANCE NATIONAL MUNICIPALS FUND
EATON VANCE NEW YORK MUNICIPALS FUND
EATON VANCE OHIO MUNICIPALS FUND
EATON VANCE RHODE ISLAND MUNICIPALS FUND
EATON VANCE WEST VIRGINIA MUNICIPALS FUND
Supplement to Statements of Additional Information dated February 1, 2009

EATON VANCE CASH MANAGEMENT FUND
EATON VANCE DIVERSIFIED INCOME FUND
EATON VANCE DIVIDEND INCOME FUND
EATON VANCE EMERGING MARKETS LOCAL INCOME FUND
EATON VANCE FLOATING-RATE ADVANTAGE FUND
EATON VANCE FLOATING-RATE FUND
EATON VANCE FLOATING-RATE & HIGH INCOME FUND
EATON VANCE GLOBAL MACRO FUND
EATON VANCE GOVERNMENT OBLIGATIONS FUND
EATON VANCE HIGH INCOME OPPORTUNITIES FUND
EATON VANCE INCOME FUND OF BOSTON
EATON VANCE INTERNATIONAL EQUITY FUND
EATON VANCE INTERNATIONAL INCOME FUND
EATON VANCE LARGE-CAP CORE RESEARCH FUND
EATON VANCE LOW DURATION FUND
EATON VANCE MONEY MARKET FUND
EATON VANCE STRATEGIC INCOME FUND
EATON VANCE STRUCTURED EMERGING MARKETS FUND
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
EATON VANCE TAX-MANAGED EQUITY ASSET ALLOCATION FUND
EATON VANCE TAX-MANAGED INTERNATIONAL EQUITY FUND
EATON VANCE TAX-MANAGED MID-CAP CORE FUND
EATON VANCE TAX-MANAGED MULTI-CAP GROWTH FUND
EATON VANCE TAX-MANAGED SMALL-CAP FUND
EATON VANCE TAX-MANAGED SMALL-CAP VALUE FUND
EATON VANCE TAX-MANAGED VALUE FUND
Supplement to Statements of Additional Information dated March 1, 2009

EATON VANCE TAX-ADVANTAGED BOND STRATEGIES FUND
Supplement to Statement of Additional Information dated March 27, 2009

EATON VANCE ENHANCED EQUITY OPTION INCOME FUND
EATON VANCE RISK-MANAGED EQUITY OPTION INCOME FUND
Supplement to Statement of Additional Information dated April 1, 2009

EATON VANCE AMT-FREE MUNICIPAL BOND FUND
EATON VANCE BALANCED FUND
EATON VANCE CAPITAL & INCOME STRATEGIES FUND
EATON VANCE DIVIDEND BUILDER FUND
EATON VANCE EMERGING MARKETS FUND
EATON VANCE EQUITY ASSET ALLOCATION FUND
EATON VANCE GREATER INDIA FUND
EATON VANCE INSTITUTIONAL SHORT TERM INCOME FUND
EATON VANCE INVESTMENT GRADE INCOME FUND
EATON VANCE LARGE-CAP GROWTH FUND
EATON VANCE LARGE-CAP VALUE FUND
EATON VANCE REAL ESTATE FUND
EATON VANCE SMALL-CAP FUND
EATON VANCE SMALL-CAP VALUE FUND
EATON VANCE SPECIAL EQUITIES FUND
EATON VANCE TAX FREE RESERVES
EATON VANCE TAX-MANAGED GROWTH FUND 1.1
EATON VANCE TAX-MANAGED GROWTH FUND 1.2
EATON VANCE VT FLOATING-RATE INCOME FUND
EATON VANCE VT LARGE-CAP VALUE FUND
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
Supplement to Statements of Additional Information dated May 1, 2009

EATON VANCE HAWAII MUNICIPALS FUND
EATON VANCE HIGH YIELD MUNICIPALS FUND
EATON VANCE INSURED MUNICIPALS FUND
EATON VANCE KANSAS MUNICIPALS FUND
Supplement to Statements of Additional Information dated June 1, 2009

The following is added as (or replaces) the second paragraph under "Purchasing and Redeeming Shares - Other Information":

In circumstances where a financial intermediary has entered into an agreement with a Fund or its principal underwriter to exchange
shares from one class of the Fund to another, such exchange shall be permitted and any applicable redemption fee will not be
imposed in connection with such transaction, provided that the class of shares acquired in the exchange is subject to the same
redemption fee. In connection with the exemption from the Funds’ policies to discourage short-term trading and market timing and
the applicability of any redemption fee to a redemption, asset allocation programs include any investment vehicle that allocates its
assets among investments in concert with changes in a model portfolio and any asset allocation programs that may be sponsored
by Eaton Vance or its affiliates.

June 19, 2009

STATEMENT OF
ADDITIONAL INFORMATION
^March 1, 2009

^

Eaton Vance Cash Management Fund
Eaton Vance Money Market Fund

The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
1-800-262-1122

Effective March 22, 2009:
Two International Place
Boston, MA 02110
1-800-262-1122

This Statement of Additional Information (“SAI”) provides general information about the Funds and Cash Management
Portfolio. Each Fund and the Portfolio is a diversified, open-end management investment company. Each Fund is a series
of Eaton Vance Mutual Funds Trust (the “Trust”). Capitalized terms used in this SAI and not otherwise defined have the
meanings given to them in the prospectus. This SAI contains additional information about:

	Page		Page
Strategies and Risks	^2	Purchasing and Redeeming Shares	^16
Investment Restrictions	^4	Distribution Plan	^17
Management and Organization	^6	Calculation of Yield Quotations	^18
Investment Advisory and Administrative Services	12	Taxes	19
Other Service Providers	^15	Portfolio Securities Transactions	^22
Calculation of Net Asset Value	15	Financial Statements	^24

Appendix A: Fund Specific Information	^25
Appendix B: Ratings	^26
Appendix C: Eaton Vance Funds Proxy Voting Policy and ^Procedures	^35
Appendix D: Adviser Proxy Voting Policies and Procedures	^37

Although each Fund offers only its shares of beneficial interest, it is possible that a Fund might become liable for a misstatement or omis-
sion in this SAI regarding another Fund because the Funds use this combined SAI. The Trustees of the Trust have considered this factor in
approving the use of a combined SAI.

This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or
accompanied by ^the Fund prospectus dated ^March 1, 2009, as supplemented from time to time, which is
incorporated herein by reference. This SAI should be read in conjunction with the prospectus, which may be
obtained by calling 1-800-262-1122.

© ^2009 Eaton Vance Management

The following defined terms may be used herein: “SEC” for the Securities and Exchange Commission; “CFTC” for the Commodities Futures Trading Commission; “IRS” for the Internal Revenue Service; “Code” for the Internal Revenue Code of 1986, as amended; “1940 Act” for the Investment Company Act of 1940, as amended; and “FINRA” for the Financial Industry Regulatory Authority.

STRATEGIES AND RISKS

Primary strategies are defined in the prospectus. The following is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary of certain attendant risks. The investment adviser(s) may not buy any of the following instruments or use any of the following techniques unless it believes that doing so will help achieve the investment objective(s).

Money Market Instruments. The Portfolio will invest only in those U.S. dollar denominated money market securities and corporate obligations determined by the Trustees of the Portfolio to present minimal credit risks and which are at the time of acquisition rated by the requisite number of nationally recognized statistical rating organizations in one of the two highest applicable rating categories or, in the case of an instrument not so rated, of comparable quality as determined by the Trustees. At such time or times as the Trustees deem appropriate and in the best interests of the Portfolio, assets of the Portfolio may be invested in certificates of deposit of federally insured banks and/or U.S. Government and agency obligations. The Portfolio intends to limit its investments to money market instruments maturing in 397 calendar days or less and to maintain a dollar-weighted average maturity of not more than 90 days. In addition, Rule 2a-7 promulgated under the 1940 Act provides that the Portfolio (so long as it uses the amortized cost method of valuing its securities or holds itself out to investors as a money market fund) may not acquire a Second Tier Security (as defined in the Rule) if, immediately after such acquisition: (a) more than 5% of its total assets (taken at amortized cost) would be invested in securities which, when acquired by the Portfolio (either initially or upon any subsequent rollover) were Second Tier Securities; or (b) more than the greater of 1% of its total assets (taken at amortized cost) or $1,000,000 would be invested in securities issued by a single issuer which, when acquired by the Portfolio (either initially or upon any subsequent rollover) were Second Tier Securities.

The Portfolio may invest in U.S. Government money market obligations, which are debt securities issued or guaranteed by the U.S. Treasury, including bills, certificates of indebtedness, notes and bonds, or by an agency or instrumentality of the U.S. Government established under the authority of an act of Congress. Not all U.S. Government obligations are backed by the full faith and credit of the United States. For example, securities issued by the Federal Farm Credit Bank or by the Federal National Mortgage Association are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances. Securities issued by the Tennessee Valley Authority are supported only by the credit of the agency. There is no guarantee that the U.S. Government will support these types of securities, and therefore they involve more risk than “full faith and credit” government obligations.

Certificates of deposit are certificates issued against funds deposited in a commercial bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. Bankers’ acceptances are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed “accepted” when a bank guarantees their payment at maturity.

Money market instruments are often acquired directly from the issuers thereof or otherwise are normally traded on a net basis (without commission) through broker-dealers and banks acting for their own account. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market, and the difference is customarily referred to as the spread. In selecting firms which will execute portfolio transactions, BMR and Eaton Vance judge such executing firms’ professional ability and quality of service and use their best efforts to obtain execution at prices which are advantageous and at reasonably competitive spreads^

Obligations of U.S. and Foreign Banks. Investments by the Portfolio may be made in U.S. dollar-denominated time deposits, certificates of deposit and bankers’ acceptances of U.S. banks and their branches located outside of the U.S., of U.S. branches of foreign banks, and foreign branches of foreign banks. The Portfolio may also invest in U.S. dollar-denominated securities issued or guaranteed by other domestic or foreign issuers, including domestic and foreign corporations or other business organizations, foreign governments and foreign government agencies or instrumentalities, and domestic and foreign financial institutions, including but not limited to savings and loan institutions, insurance companies, mortgage bankers and real estate investment trusts, as well as banks.

The obligations of foreign branches of U.S. banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and principal upon these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk). In addition, evidences of ownership of portfolio securities may be held outside of

2

the U.S. and the Portfolio may be subject to the risks associated with the holding of such property overseas. Various provisions of federal law governing the establishment and operation of domestic branches do not apply to foreign branches of domestic banks.

The obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental action in the country in which the foreign bank has its head office.

The obligations of foreign issuers also involve certain additional risks, including the risks of adverse political, social and economic developments, the imposition of withholding taxes on interest income, seizure or nationalization of foreign deposits, exchange controls, and the adoption of foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Foreign issuers may be subject to less governmental regulation and supervision than U.S. issuers. Foreign issuers also generally are not bound by uniform accounting, auditing and financial reporting requirements comparable to those applicable to domestic issuers.

In connection with its investments in bank obligations and instruments secured thereby, the Portfolio will invest in certificates of deposit and bankers’ acceptances if they are obligations of a domestic bank or a savings and loan association having total assets of $1 billion or more.

Repurchase Agreements. ^The Portfolio may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell at a specified date and price) with respect to its permitted investments. In the event of the bankruptcy of the ^counterparty to a repurchase agreement, ^recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities ^may have decreased, ^a loss could ^result. Repurchase agreements which mature in more than seven days will be treated as illiquid. The ^terms of a repurchase ^agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily.

Reverse Repurchase Agreements. The Portfolio may enter into reverse repurchase agreements. Under a reverse repurchase agreement, the Portfolio temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Portfolio agrees to repurchase the instrument at an agreed upon time (normally within seven days) and price, which reflects an interest payment. The Portfolio may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. The Portfolio could also enter into reverse repurchase agreements as a means of raising cash to satisfy redemption requests without the necessity of selling portfolio assets.

When the Portfolio enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Portfolio’s assets. As a result, such transactions may increase fluctuations in the market value of the Portfolio’s assets. While there is a risk that large fluctuations in the market value of the Portfolio’s assets could affect net asset value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the investment adviser. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will be treated as subject to investment restrictions regarding “borrowings.” If the Portfolio reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Portfolio’s yield.

Lending Portfolio Securities. The Portfolio may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law. The Portfolio may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans only will be made to firms that have been approved by the investment adviser. The investment adviser or securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned. Distributions of any income realized from securities loans will be taxable as ordinary income.

Asset Coverage. To the extent required by SEC guidelines, the Portfolio will only engage in transactions that expose it to an obligation to another party if it owns either (1) an offsetting (“covered”) position for the same type of financial asset, or (2) cash or liquid securities, segregated with its custodian, with a value sufficient at all times to cover its potential obligations not covered as provided in (1). Assets used as cover or segregated with the custodian cannot be sold while the position(s)

3

requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations.

When-Issued Securities. Some securities may be purchased on a "when-issued" basis. If so, the Portfolio generally will not pay for the securities or start earning interest on them until the securities are received, which may take as long as 45 days. In order to invest its assets immediately, while awaiting delivery of some securities purchased on a when-issued basis, the Portfolio will normally attempt to invest in high-grade short-term debt securities that offer same-day settlement and earnings. The commitment to purchase a security for which payment is not made at that time may be deemed a separate security. The value of the when-issued securities on the delivery date may be less than their cost, effecting an immediate loss. Thus, the purchase of securities on a when-issued basis may be considered an aggressive investment practice involving some risk. When the Portfolio commits to purchase a security on a when-issued basis, the Portfolio will always have cash or liquid securities sufficient to cover its commitments. The Portfolio has no specific limit on the amount of securities which may be purchased on a when-issued basis.

Other Investment Policies. Although the Portfolio usually intends to hold securities purchased until maturity, at which time they will be redeemable at their full principal value plus accrued interest, it may, at times, engage in short-term trading to attempt to take advantage of yield variations in the short-term market. The Portfolio may also sell portfolio securities prior to maturity based on a revised evaluation of the creditworthiness of the issuer or to meet redemptions of Fund shares. In the event there are unusually heavy redemption requests due to changes in interest rates or otherwise, the Portfolio may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. However, the Portfolio believes that its ability to borrow funds to accommodate redemption requests may mitigate in part the necessity for such portfolio sales during these periods.

Diversified Status. Each Fund and the Portfolio is a “diversified” investment company under the 1940 Act. This means that with respect to 75% of its total ^assets: (1) it may not invest more than 5% of its total assets in the securities of any one issuer (except obligations issued or guaranteed by the U.S. ^Government, its agencies or instrumentalities); and (2) it may not own more than 10% of the outstanding voting securities of any one issuer (which generally is inapplicable because debt obligations are not voting securities). With respect to no more than 25% of its total assets, investments are not subject to the foregoing restrictions.

Investing in a Portfolio. A Fund (or any other investor in a Portfolio) may withdraw all or a portion of its assets from the Portfolio without shareholder approval at any time if the Board of Trustees of the Trust determines that it is in the best interest of the Fund and its shareholders to do so. In the event a Fund withdraws all of its assets from the Portfolio, or the Board of Trustees of the Trust determines that the investment objective(s) of the Portfolio is no longer consistent with the investment objective(s) of the Fund, the Trustees would consider what action might be taken, including investing the assets of the Fund in another pooled investment entity or retaining an investment adviser to manage the Fund’s assets in accordance with its investment objective(s). A Fund’s investment performance and expense ratios may be affected by a withdrawal of all its assets (or the withdrawal of assets of another investor in the Portfolio) from the Portfolio.

INVESTMENT RESTRICTIONS

The Portfolio has adopted the following investment restrictions that cannot be changed without the approval of a majority of its outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the outstanding voting securities of the Portfolio present or represented by proxy at a meeting if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented at the meeting or (b) more than 50% of the outstanding voting securities of Portfolio. The term "voting securities" as used in this paragraph has the same meaning as in the 1940 Act. Whenever the Trust is requested to vote on a change in the fundamental investment restrictions of the Portfolio, the Trust will hold a meeting of Fund shareholders and will cast its vote as instructed by the shareholders. Accordingly, the Portfolio may not:

(1)	With respect to 75% of its total assets, invest more than 5% of its total assets taken at current market value in the securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer other than obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and except securities of other investment companies;
(2)	Purchase securities on margin (but the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities);
(3)	Borrow money or issue senior securities, except as permitted by the Investment Company Act of 1940;

4

(4)	Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the Securities Act of 1933 in selling or disposing of a portfolio security;
(5)	Purchase any security if, as a result of such purchase, more than 25% of the Portfolio's total assets (taken at current value) would be invested in the securities of issuers having their principal business activities in the same industry; provided that there is no limitation with respect to (a) investments by the Portfolio in certificates of deposit, bankers' acceptances or time deposits of banking and thrift institutions or (b) obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities; and provided further that banking and thrift institutions and their holding companies as a group, finance companies as a group and utility companies as a group will not be considered single industries;
(6)	Buy or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate, physical commodities, or commodity contracts relating to physical commodities unless acquired as a result of ownership of securities; or
(7)	Make loans to other persons, except by (a) the acquisition of money market instruments, debt securities and other obligations in which the Portfolio is authorized to invest in accordance with its investment objective and policies, (b) entering into repurchase agreements and (c) lending its portfolio securities.

Each Fund has adopted the same fundamental investment restrictions, except that the 5% restriction in Restriction (1) does not apply to or limit the Money Market Fund's investment in certificates of deposit, bankers' acceptances or time deposits of banking and thrift institutions. A Fund's investment restrictions cannot be changed without the approval of the holders of a majority of its outstanding voting securities.

In connection with Restriction (3) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). There is no current intent to borrow money except for the limited purposes described in the prospectus. For purposes of Restriction (5) above, "more than 25%" means "25% or more" of total assets.

Notwithstanding the investment policies and restrictions of the Funds, each Fund may invest its assets in an open-end management investment company with substantially the same investment objective, policies and restrictions.

The Funds and the Portfolio each have adopted the following nonfundamental investment policies which may be changed by the Trustees of the Trust with respect to a Fund without approval by that Fund's shareholders or with respect to the Portfolio by the Trustees of the Portfolio without approval of the relevant Funds and its other investors. Each Fund or the Portfolio will not:

• make short sales of securities or maintain a short position, unless at all times when a short position is open (i) it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short or (ii) it holds in a segregated account cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short, and unless not more than 25% of its net assets (taken at current value) is held as collateral for such sales at any one time; or
• invest more than 10% of net assets in investments which are not readily marketable, including restricted securities and repurchase agreements maturing in more than seven days. Restricted securities for the purposes of this limitation do not include securities eligible for resale pursuant to Rule 144A under the Securities Act of ^1933, as amended, and commercial paper issued pursuant to Section 4(2) of said Act that the Board of Trustees, or its delegate, determines to be liquid. Any such determination by a delegate will be made pursuant to procedures adopted by the Board. When investing in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers become uninterested in purchasing such securities.

5

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees of the Portfolio are responsible for the overall management and supervision of the affairs of the Portfolio. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “^Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 until March 22, 2009 and Two International Place, Boston, Massachusetts ^02110, thereafter. As used in this SAI, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton ^Vance, Inc. and “EVD” refers to Eaton Vance Distributors, Inc. (see "Principal Underwriter" under "Other Service Providers"). EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. ^ Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

^

				Number of Portfolios
				in Fund Complex
	Trust/Portfolio	Term of Office and		Overseen By
Name and Date of Birth	Position(s)	Length of Service	Principal Occupation(s) During Past Five Years	Trustee(1)	Other Directorships Held
Interested Trustee
THOMAS E. FAUST JR.	Trustee; President	President since	Chairman, Chief Executive Officer and President of EVC, Director and	^173	Director of EVC
5/31/58	of the Trust	2002 and Trustee	President of EV, Chief Executive Officer and President of Eaton Vance
		since 2007	and BMR, and Director of EVD. Trustee and/or officer of ^173
			registered investment companies and 4 private investment companies
			managed by Eaton Vance or BMR. Mr. Faust is an interested person
			because of his positions with BMR, Eaton Vance, EVC, EVD and EV,
			which are affiliates of the Trust and Portfolio.
Noninterested Trustees
BENJAMIN C. ESTY	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration,	^173	None
1/2/63			Harvard University Graduate School of Business Administration.
ALLEN R. FREEDMAN	Trustee	Since 2007	Former Chairman (2002-2004) and a Director (1983-2004) of	^173	Director of Assurant, Inc.
4/3/40			Systems & Computer Technology Corp. (provider of software to higher		(insurance provider), and
			education). Formerly, a Director of Loring Ward International (fund		Stonemor Partners L.P. (owner
			distributor) (2005-2007). Formerly, Chairman and a Director of Indus		and operator of cemeteries)
			International, Inc. (provider of enterprise management software to the
			power generating industry) (2005-2007).
WILLIAM H. PARK	Trustee	Since 2003	Vice Chairman, Commercial Industrial Finance Corp. (specialty finance	^173	None
9/19/47			company) (since 2006). Formerly, President and Chief Executive
			Officer, Prizm Capital Management, LLC (investment management
			firm) (2002-2005).
RONALD A. PEARLMAN	Trustee	Since 2003	Professor of Law, Georgetown University Law Center.	^173	None
7/10/40
HELEN FRAME PETERS	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College.	^173	Director of Federal Home Loan
3/22/48			Adjunct Professor of Finance, Peking University, Beijing, China (since		Bank of Boston (a bank for
			2005).		banks) and BJ’s Wholesale
					Club, Inc. (wholesale club
					retailer); Trustee of SPDR Index
					Shares Funds and SPDR Series
					Trust (exchange traded funds)
HEIDI L. STEIGER	Trustee	Since 2007	Managing Partner, Topridge Associates LLC (global wealth	^173	Director of Nuclear Electric
7/8/53			management firm) (since 2008); Senior Adviser (since 2008),		Insurance Ltd. (nuclear
			President (2005-2008), Lowenhaupt Global Advisors, LLC (global		insurance provider) and Aviva
			wealth management firm). Formerly, President and Contributing		USA (insurance provider)
			Editor, Worth Magazine (2004-2005). Formerly, Executive Vice
			President and Global Head of Private Asset Management (and various
			other positions), Neuberger Berman (investment firm) (1986-2004).
LYNN A. STOUT	Trustee	Since 1998	Paul Hastings Professor of Corporate and Securities Law (since 2006)	^173	None
9/14/57			and Professor of Law (2001-2006), University of California at Los
			Angeles School of Law.

6

				Number of Portfolios
				in Fund Complex
	Trust/Portfolio	Term of Office and		Overseen By
Name and Date of Birth	Position(s)	Length of Service	Principal Occupation(s) During Past Five Years	Trustee(1)	Other Directorships Held
RALPH F. VERNI	Chairman of the	Chairman of the	Consultant and private investor.	^173	None
1/26/43	Board and Trustee	Board since 2007
		and Trustee since
		2005

⁽¹⁾Includes both master and feeder funds in a master-feeder structure.

Principal Officers who are not Trustees
	^	Term of Office and
Name and Date of Birth	^^Trust/Portfolio Positions(s)	Length of Service	Principal Occupation(s) During Past Five Years
WILLIAM H. AHERN, JR.	Vice President of the Trust	Since 1995	Vice President of Eaton Vance and BMR. Officer of ^76 registered investment companies managed
7/28/59			by Eaton Vance or BMR.
JOHN R. BAUR	Vice President of the Trust^	Since 2008	Vice President of Eaton Vance and BMR. Previously, attended Johnson Graduate School of
2/10/70			Management, Cornell University (2002-2005), and prior thereto he was an Account Team
			Representative in Singapore for Applied Materials Inc. ^ Officer of 33 registered investment
			companies managed by Eaton Vance or BMR.
MICHAEL A. CIRAMI	Vice President of the Trust^	Since 2008	Vice President of Eaton Vance and BMR. ^Officer of 33 registered investment companies managed
12/24/75			by Eaton Vance or BMR.
CYNTHIA J. CLEMSON	Vice President of the Trust^	Since 2005	Vice President of Eaton Vance and BMR. Officer of ^91 registered investment companies managed
3/2/63			by Eaton Vance or BMR.
CHARLES B. GAFFNEY	Vice President of the Trust	Since 2007	Director of Equity Research and a Vice President of Eaton Vance and BMR. ^ Officer of 30 registered
12/4/72			investment companies managed by Eaton Vance or BMR.
CHRISTINE M. JOHNSTON	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR.	Officer of 35 registered investment companies managed
11/9/72			by Eaton Vance or BMR.
AAMER KHAN	Vice President of the Trust	Since 2005	Vice President of Eaton Vance and BMR.	Officer of 33 registered investment companies managed
6/7/60			by Eaton Vance or BMR.
^
DUKE E. LAFLAMME	Vice President	Since 2008	Vice President of Eaton Vance and BMR.	Officer of 18 registered investment companies managed
7/8/69			by Eaton Vance or BMR.
THOMAS H. LUSTER	Vice President	Of the Portfolio since 2002; of the Vice President of Eaton Vance and BMR.		Officer of 50 registered investment companies managed
4/8/62		Trust since 2006	by Eaton Vance or BMR.
ROBERT B. MACINTOSH	Vice President of the Trust	Since 1998	Vice President of Eaton Vance and BMR. Officer of ^91 registered investment companies managed
1/22/57			by Eaton Vance or BMR.
DUNCAN W. RICHARDSON	Vice President of the Trust	Since 2001	Director of EVC, Executive Vice President and Chief Equity Investment Officer of EVC, Eaton Vance
10/26/57			and BMR. Officer of 81 registered investment companies managed by Eaton Vance or BMR.

7

JUDITH A. SARYAN	Vice President of the Trust	Since 2003	Vice President of Eaton Vance and BMR. Officer of ^53 registered investment companies managed
8/21/54			by Eaton Vance or BMR.
SUSAN SCHIFF	Vice President of the Trust	Since 2002	Vice President of Eaton Vance and BMR. Officer of 35 registered investment companies managed
3/13/61			by Eaton Vance or BMR.
THOMAS SETO	Vice President of the Trust	Since 2007	Vice President and Director of Portfolio Management of Parametric Portfolio Associates
9/27/62			("Parametric"). Officer of 30 registered investment companies managed by Eaton Vance or BMR.
DAVID M. STEIN	Vice President of the Trust	Since 2007	Managing Director and Chief Investment Officer of Parametric. Officer of 30 registered investment
5/4/51			companies managed by Eaton Vance or BMR.
MARK S. VENEZIA	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR. Officer of 35 registered investment companies managed
5/23/49			by Eaton Vance or BMR.
ADAM A. WEIGOLD	Vice President of the Trust	Since 2007	Vice President of Eaton Vance and BMR. Officer of ^72 registered investment companies managed
3/22/75			by Eaton Vance or BMR.
BARBARA E. CAMPBELL	Treasurer	Of the Trust since 2005 and of the Vice President of Eaton Vance and BMR. Officer of ^173 registered investment companies
6/19/57		Portfolio since 2008	managed by Eaton Vance or BMR.
^
MAUREEN A. GEMMA	Secretary and Chief Legal Officer	Secretary since 2007 and Chief	Vice President of Eaton Vance and BMR. Officer of 173 registered investment companies managed
5/24/60		Legal Officer since 2008	by Eaton Vance or BMR.
PAUL M. O’NEIL	Chief Compliance Officer	Since 2004	Vice President of Eaton Vance and BMR. Officer of ^173 registered investment companies
7/11/53			managed by Eaton Vance or BMR.

^

The Board of Trustees of the Trust and the Portfolio have several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Contract Review Committee (formerly, the Special Committee). ^Each of the ^Committees are ^comprised of only noninterested Trustees.

^Mmes. Stout (Chair), Peters and Steiger, and Messrs. Esty, Freedman, Park, Pearlman and Verni are members of the Governance ^Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons. During the fiscal year ended October 31, 2008, the Governance Committee convened ^eight times.

The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

Messrs. ^Park (Chair) and Verni, and Mmes. Steiger and Stout are members of the Audit ^Committee. The Board of Trustees has designated ^Mr. ^Park, ^a noninterested Trustee, as audit committee financial ^expert. The Audit Committee’s purposes are to (i) oversee the Funds and the Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Funds and the Portfolio’s

8

financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Funds and the Portfolio’s compliance with legal and regulatory requirements that relate to the Funds and the Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of ^a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of ^applicable SEC and stock exchange rules for inclusion in the proxy statement of ^a Fund. During the fiscal year ended ^October 31, 2008, the Audit Committee convened ^six times.

Messrs. ^Verni (Chair), Esty, Freedman, Park and Pearlman, and Ms. Peters are currently members of the ^Contract Review Committee. The purposes of the ^Contract Review Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the ^Funds and Portfolio, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the ^Funds, Portfolio or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the ^other Committees of the ^Board of Trustees. During the fiscal year ended ^October 31, 2008, the ^Contract Review Committee convened ^ten times.

Messrs. Esty (Chair) and Freedman, and Ms. Peters are currently members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board of Trustees in its oversight of the portfolio management process employed by the Funds and the Portfolio and their investment adviser and sub-adviser(s), if applicable, relative to the Funds’ and the Portfolio’s stated objective(s), strategies and restrictions; (ii) assist the Board of Trustees in its oversight of the trading policies and procedures and risk management techniques applicable to the Funds and the Portfolio; and (iii) assist the Board of Trustees in its monitoring of the performance results of all Funds and Portfolios, giving special attention to the performance of certain Funds and Portfolios that it or the Board of Trustees identifies from time to time. During the fiscal year ended October 31, 2008, the Portfolio Management Committee convened three times.

Mr. Pearlman (Chair), and Mmes. Steiger and Stout are currently members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board of Trustees in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Funds and the Portfolio; (ii) serve as a liaison between the Board of Trustees and the Funds’ and the Portfolio’s Chief Compliance Officer (the “CCO”); and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC. During the fiscal year ended October 31, 2008, the Compliance Reports and Regulatory Matters Committee convened two times.

9

Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Fund and in all Eaton Vance Funds overseen by the Trustee as of ^December 31, 2008. Interests in a Portfolio cannot be purchased by a Trustee.

			Aggregate Dollar Range of Equity
			Securities Owned in All Registered Funds
	Cash Management	Money Market	overseen by Trustee in the Eaton Vance
Name of Trustee	Fund	Fund	Fund Complex
Interested Trustee
Thomas E. Faust Jr.	None	None	over $100,000
Noninterested Trustees
Benjamin C. Esty	None	None	over $100,000
Allen R. Freedman	None	None	over $100,000
William H. Park	None	None	over $100,000*
Ronald A. Pearlman	None	None	over $100,000
	^	^
^Helen Frame Peters	None	None	^None
			^
Heidi L. Steiger	None	None	None
Lynn A. Stout	None	None	over $100,000*
Ralph F. Verni	None	None	over $100,000*

* Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.

As of ^December 31, 2008, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

During the calendar years ended ^December 31, 2007 and ^December 31, 2008, no noninterested Trustee (or their immediate family members) had:

1.	Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
2.	Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
3.	Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

During the calendar years ended ^December 31, 2007 and ^December 31, 2008, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or the Portfolio or any of their immediate family members served as an officer.

Trustees of the Portfolio who are not affiliated with the investment advisers may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Trustees’ Plan”). Under the Trustees’ Plan, an eligible Trustee may elect to have his deferred fees invested in the shares of one or more funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees under the Trustees’ Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Trustees’ Plan will have a negligible effect on the Portfolio’s assets, liabilities, and net income per share, and will not obligate the Portfolio to retain the services of any Trustee or obligate the Portfolio to pay any particular level of compensation to the Trustee. Neither the Trust nor the Portfolio has a retirement plan for Trustees.

The fees and expenses of the Trustees of the Trust and the Portfolio are paid by the Funds (and other series of the Trust) and the Portfolio, respectively. (A Trustee of the Trust and the Portfolio who is a member of the Eaton Vance organization receives no compensation from the Trust and the Portfolio.) During the fiscal year ended ^October 31, 2008, the Trustees of

10

the Trust and the Portfolio earned the following compensation in their capacities as Trustees from the Trust and the Portfolio. For the year ended ^December 31, 2008, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex⁽¹⁾:

	Benjamin C.	Allen R.	William H.	Ronald A.	Helen Frame	Heidi L.	Lynn A.	Ralph F.
Source of Compensation	Esty	Freedman	Park	Pearlman	Peters(1)	Steiger	Stout	Verni
Mutual Funds Trust(2)	^$15,798	^$15,545	^$15,541	^$15,798	$n/a	^$16,040	^$16,706	^$20,891
Cash Management
Portfolio	^3,851	^3,635	^3,732	^3,851	n/a	^3,754	^4,114	^6,107
Trust and Fund Complex	^$212,500	^$204,167	^$209,167(3)	^$212,500	$204,167	^$204,167	^$224,167(4)	^$319,167(5)

(1) As of March 1, 2009, the Eaton Vance fund complex consists of 173 registered investment companies or series thereof. Ms. Peters was elected as a Trustee effective November 17, 2008, and thus the compensation figures listed for the Trust and Fund Complex are estimated for the calendar year ended December 31, 2008 based on amounts she would have received if she had been a Trustee for the full 2008 calendar year. Norton H. Reamer retired as a Trustee on July 1, 2008. For the fiscal year ended October 31, 2008, Mr. Reamer received Trustees fees of $14,535 from the Trust and $2,540 from the Portfolio. For the calendar year ended December 31, 2008, Mr. Reamer received $166,667 from the Trust and Fund Complex.

(2) The Trust consisted of 29 Funds as of ^October 31, 2008.

(3^) Includes $80,000 of deferred compensation^.

(4) Includes $45,000 of deferred compensation. (5) Includes $157,500 of deferred compensation.

Organization. Each Fund is a series of the Trust, which was organized under Massachusetts law on May 7, 1984 and is operated as an open-end management investment company. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as a Fund). The Trustees have the authority under the Declaration of Trust to create additional classes of shares with differing rights and privileges. When issued and outstanding, shares are fully paid and nonassessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted proportionately. Shares of the Fund will be voted together. Shares have no preemptive or conversion rights and are freely transferable. In the event of the liquidation of a Fund, shareholders are entitled to share pro rata in the net assets available for distribution to shareholders.

As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders’ meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trust’s By-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trust’s By-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written declaration filed with the Trust’s custodian or by votes cast at a meeting called for that purpose. The By-laws further provide that under certain circumstances the shareholders may call a meeting to remove a Trustee and that the Trust is required to provide assistance in communication with shareholders about such a meeting.

The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trust’s By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Trust or any series or class thereof may be terminated by: (1) the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote at any meeting of shareholders of the Trust or the appropriate series or class thereof, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the shares of the Trust or a series or class thereof, provided, however, that, if such termination is recommended by the Trustees, the vote of a majority of the outstanding voting securities of the Trust or a series or class thereof entitled to vote thereon shall be sufficient authorization; or (2) by means of an instrument in writing signed by a majority of the Trustees, to be followed by a written notice to shareholders stating that a majority of the Trustees has determined that the continuation of the Trust or a series or a class thereof is not in the best interest of the Trust, such series or class or of their respective shareholders.

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Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. Numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts, and management is not aware of an instance where such liability has been imposed. The Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the Trust’s By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. The Declaration of Trust also contains provisions limiting the liability of a series or class to that series or class. Moreover, the Trust’s By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. The assets of the Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of the Fund’s business and the nature of its assets, management believes that the possibility of the Fund’s liability exceeding its assets, and therefore the shareholder’s risk of personal liability, is remote.

The Portfolio was organized as a trust under the laws of the state of New York on May 1, 1992 and intends to be treated as a partnership for federal tax purposes. In accordance with the Declaration of Trust of the Portfolio, there will normally be no meetings of the investors for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Portfolio holding office have been elected by investors. In such an event the Trustees of the Portfolio then in office will call an investors’ meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the investors in accordance with the Portfolio’s Declaration of Trust, the Trustees shall continue to hold office and may appoint successor Trustees.

The Declaration of Trust of the Portfolio provides that no person shall serve as a Trustee if investors holding two-thirds of the outstanding interests have removed him from that office either by a written declaration filed with the Portfolio’s custodian or by votes cast at a meeting called for that purpose. The Declaration of Trust further provides that under certain circumstances the investors may call a meeting to remove a Trustee and that the Portfolio is required to provide assistance in communicating with investors about such a meeting.

The Portfolio’s Declaration of Trust provides that a Fund and other entities permitted to invest in the Portfolio (e.g., other U.S. and foreign investment companies, and common and commingled trust funds) will each be liable for all obligations of the Portfolio. However, the risk of a Fund incurring financial loss on account of such liability is limited to circumstances in which both inadequate insurance exists and the Portfolio itself is unable to meet its obligations. Accordingly, the Trustees of the Trust believe that neither the Fund nor its shareholders will be adversely affected by reason of a Fund investing in the Portfolio.

A Fund may be required to vote on matters pertaining to the Portfolio. When required by law to do so, the Fund will hold a meeting of Fund shareholders and will vote its interest in the Portfolio for or against such matters proportionately to the instructions to vote for or against such matters received from Fund shareholders. A Fund shall vote shares for which it receives no voting instructions in the same proportion as the shares for which it receives voting instructions. Other investors in the Portfolio may alone or collectively acquire sufficient voting interests in the Portfolio to control matters relating to the operation of the Portfolio, which may require the Fund to withdraw its investment in the Portfolio or take other appropriate action. Any such withdrawal could result in a distribution “in kind” of portfolio securities (as opposed to a cash distribution from the Portfolio). If securities are distributed, a Fund could incur brokerage, tax or other charges in converting the securities to cash. In addition, the distribution in kind may result in a less diversified portfolio of investments or adversely affect the liquidity of a Fund. Notwithstanding the above, there are other means for meeting shareholder redemption requests, such as borrowing^.

^

Proxy Voting Policy. The Boards of Trustees of the Trust and Portfolio adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the “Policies”). An independent proxy voting service has been retained to assist in the voting of Fund and Portfolio proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The Trustees will review the Funds’ and the Portfolio’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment adviser Policies, see Appendix C and Appendix D, respectively. Information on how the the Portfolio and each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http:// www.sec.gov.

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INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

Investment Advisory Services. The investment adviser manages the investments and affairs of the Portfolio subject to the supervision of the Portfolio’s Board of Trustees. The investment adviser furnishes to the Portfolio investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the Portfolio and what portion, if any, of the Portfolio’s assets will be held uninvested. The Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Portfolio who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

For a description of the compensation that the Portfolio pays BMR under the Investment Advisory Agreement, see the prospectus. As at ^October 31, 2008, the Portfolio had net assets of $^2,^306,^976,^482. For the fiscal year ended October 31, 2008, the period ended October 31, 2007 and the fiscal years ended December 31, ^2006 and ^2005, advisory fees were $11,223,304, $8,714,325, $1,360,^454 and $753,^363, ^respectively.

The Investment Advisory Agreement with the investment adviser continues in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Portfolio cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Portfolio or by vote of a majority of the outstanding voting securities of the Portfolio. The Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Portfolio, and the Agreement will terminate automatically in the event of its assignment. The Agreement provides that the investment adviser may render services to others. The Agreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties thereunder, or for any losses sustained in the acquisition, holding or disposition of any security or other investment.

Information About BMR and Eaton Vance. BMR and Eaton Vance are business trusts organized under the laws of The Commonwealth of Massachusetts. Eaton Vance, Inc. (“EV”) serves as trustee of BMR and Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance ^Corp. (“EVC”), a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., ^Dorothy E. ^Puhy, ^Duncan W. ^Richardson and Winthrop H. Smith, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Mr. Faust, Jeffrey P. Beale, Cynthia J. Clemson, Maureen A. Gemma, Lisa Jones, Brian D. Langstraat, Michael R. Mach, Robert B. MacIntosh, Frederick S. Marius, Thomas M. Metzold, Scott H. Page, ^Mr. ^Richardson, Walter A. Row, III, G. West Saltonstall, Judith A. Saryan, David M. Stein, Payson F. Swaffield, Mark S. Venezia, Michael W. Weilheimer, Robert J. Whelan and Matthew J. Witkos (all of whom are officers of Eaton ^Vance or its affiliates). The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of BMR and Eaton Vance who are also officers, or officers and Directors of EVC and EV. As indicated under “Management and Organization,” all of the officers of the Trust (as well as Mr. Faust who is also a Trustee) hold positions in the Eaton Vance organization.

Code of Ethics. The investment adviser, principal underwriter, and the Funds and the Portfolio have adopted Codes of Ethics governing personal securities transactions. Under the Codes, employees of Eaton Vance and the principal underwriter may purchase and sell securities (including securities held or eligible for purchase by the Funds or Portfolio) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

Portfolio Manager. The portfolio manager of the Cash Management Portfolio is ^Duke E. ^Laflamme. ^Mr. ^Laflamme manages other investment companies and/or investment accounts in addition to the Portfolio. The following table shows, as of ^the Portfolio’s most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of

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accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.

	Number of	Total Assets of	Number of Accounts	Total Assets of Accounts
Cash Management Portfolio	All Accounts	All Accounts*	Paying a Performance Fee	Paying a Performance Fee*
^Duke E. ^Laflamme
Registered Investment Companies	5	$^848.^6	0	$0
Other Pooled Investment Vehicles	2	$^381.^5	0	$0
Other Accounts	^8	$^175.4	0	$0

^
*In millions of dollars.

The following table shows the dollar range of shares beneficially owned of the Fund by the portfolio manager as of the Fund’s most recent fiscal year ended October 31, ^2008 and in all Eaton Vance Funds as of December 31, ^2008. Interests in a Portfolio cannot be purchased by a portfolio manager.

		Aggregate Dollar Range of Equity
	Dollar Range of Equity Securities	Securities Owned in all Registered Funds in
Fund Name and Portfolio Manager	Owned in the Fund	the Eaton Vance Family of Funds
Cash Management Fund
^Duke E. ^Laflamme	^None	$500,001 - $1,000,000
Money Market Fund
^Duke E. ^Laflamme	None	$500,001 - $1,000,000

It is possible that conflicts of interest may arise in connection with the portfolio ^manager’s management of the Portfolio’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he ^advises. In addition, due to differences in the investment strategies or restrictions between the Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser has adopted several policies and procedures designed to address these potential conflicts including: a code of ethics; and policies which govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Compensation Structure for BMR. Compensation of the investment adviser’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock ^and restricted shares of EVC’s nonvoting common stock. The investment adviser’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to the investment adviser’s employees. Compensation of the investment adviser’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Compensation. The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by the investment adviser’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that

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are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis^. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Administrative Services. As indicated in the prospectus, Eaton Vance serves as administrator of the Cash Management and Money Market Funds, but currently receives no compensation for providing administrative services to the Fund. Under its Administrative Services Agreement, Eaton Vance has been engaged to administer ^a Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of ^a Fund.

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Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for ^a Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of ^a Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to ^a Fund); (3) furnishes an SAI to any shareholder who requests one in writing or by telephone from ^a Fund; and (4) processes transaction requests received via telephone. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Fund’s transfer agent from fees it receives from the Eaton Vance funds^. Each Fund will pay a pro rata share of such fee. For the fiscal year ended October 31, 2008, the transfer agent accrued for or paid to Eaton Vance the following amounts for sub-transfer agency services performed on behalf of each Fund:

Cash Management Fund	Money Market Fund
$^6,^254	$^5,^389

Expenses. ^A Fund is responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, ^a Fund is responsible for its pro rata share of those expenses.

OTHER SERVICE PROVIDERS

Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), The Eaton Vance Building, 255 State Street, Boston, MA 02109 until March 22, 2009 and Two International Place, Boston, MA 02110, thereafter, is the principal underwriter of the Fund. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the Trust. The expenses of printing copies of prospectuses used to offer shares and other selling literature and of advertising are borne by the principal underwriter. The fees and expenses of qualifying and registering and maintaining qualifications and registrations of a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement as it applies to Fund shares is renewable annually by the Board of Trustees of the Trust (including a majority of the noninterested Trustees), may be terminated on six months’ notice by either party and is automatically terminated upon assignment. The principal underwriter distributes shares on a “best efforts” basis under which it is required to take and pay for only such shares as may be sold. EVD is ^a direct, wholly-owned subsidiary of EVC. Mr. Faust is a Director of EVD. EVD also serves as placement agent for the Portfolio.

Custodian. State Street Bank and Trust Company (“State Street“), 200 Clarendon Street, Boston, MA 02116, serves as custodian to the Funds and the Portfolio. State Street has custody of all cash and securities representing Cash Management and Money Market Fund’s interest in the Portfolio, has custody of the Portfolio’s assets, maintains the general ledger of the Portfolio and ^a Fund and computes the daily net asset value of interests in the Portfolio and the net asset value of shares of ^a Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Portfolio’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust and the Portfolio. State Street also provides services in connection with the preparation of shareholder reports and the electronic filing of such reports with the SEC. EVC and its affiliates and their officers and employees from time to time have transactions with various banks, including State Street. It is Eaton Vance’s opinion that the terms and conditions of such transactions were not and will not be influenced by existing or potential custodial or other relationships between a Fund or the Portfolio and such banks.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of the Portfolio and the Funds, providing audit services and assistance and consultation with respect to the preparation of filings with the SEC.

Transfer Agent. PNC Global Investment Servicing, P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for the Fund.

CALCULATION OF NET ASSET VALUE

The net asset value of each Fund and the Portfolio is computed by IBT (as agent and custodian for the Funds and the Portfolio) in the manner described in the prospectus. The Funds and the Portfolio will be closed for business and will not price their respective shares on the following business ^holidays and any other business day that the New York Stock Exchange is closed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The valuation of the instruments held by the Portfolio at amortized cost is permitted in accordance with Rule 2a-7 under the 1940 Act and certain procedures established by the Trustees of the Trust and the Portfolio thereunder.

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The amortized cost of an instrument is determined by valuing it at cost originally and thereafter accreting any discount or amortizing any premium from its face value at a constant rate until maturity, regardless of the effect of fluctuating interest rates on the market value of the instrument. Although the amortized cost method provides certainty in valuation, it may result at times in determinations of value that are higher or lower than the price that would be received if the instruments were sold. Consequently, changes in the market value of instruments held during periods of rising or falling interest rates will not be reflected either in the computation of net asset value or in the daily computation of net investment income.

The procedures of the Funds and the Portfolio are designed to facilitate, to the extent reasonably possible, the maintenance of each Fund’s price per share, as computed for the purpose of distribution and redemption of shares, at $1.00. These procedures include review of holdings by the Trustees, at such intervals as they may deem appropriate, to determine whether the net asset value calculated by using readily available market quotations deviates from the valuation based on amortized cost, and, if so, whether such deviation may result in material dilution or is otherwise unfair to existing interest holders. In the event the Trustees determine that such a deviation exists, they will take such corrective action as they consider to be necessary or appropriate, which action could include the sale of instruments held prior to maturity (to realize capital gains or losses); the shortening of average portfolio maturity; withholding dividends; redemption of shares in kind; or establishing a net asset value per share by using readily available market quotations.

PURCHASING AND REDEEMING SHARES

Checkwriting. Shareholders of ^the Funds with uncertificated shares may redeem shares by check. A shareholder will continue to be entitled to distributions paid on shares until the check is presented to Mellon Trust of New England ("Mellon") for payment. If the amount of the check is greater than the value of the shares held in the shareholder’s account for which the Fund has collected payment, the check will be returned and the shareholder may be subject to extra banking charges. The shareholder will be required to execute signature cards and will be subject to Mellon’s rules and regulations governing such checking accounts. There is no charge to shareholders for this service. This service may be terminated or suspended at any time by a Fund or Mellon.

Additional Information About Purchases. In connection with employee benefit or other continuous group purchase plans, the Cash Management and Money Market Funds may accept initial investments of less than $1,000 on the part of an individual participant. In the event a shareholder who is a participant of such a plan terminates participation in the plan, his or her shares will be transferred to a regular individual account. However, such account will be subject to the right of redemption by a Fund as described below.

Waiver of Investment Minimums. In addition to waivers described in the prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of a Fund’s custodian and transfer agent.

Additional Information About Redemptions. The right to redeem shares of a Fund can be suspended and the payment of the redemption price deferred when the Exchange is closed (other than for customary weekend and holiday closings), during periods when trading on the Exchange is restricted as determined by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Portfolio to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.

Due to the high cost of maintaining small accounts, the Trust reserves the right to redeem accounts with balances of less than $750. Prior to such a redemption, shareholders will be given 60 days’ written notice to make an additional purchase. However, no such redemption would be required by the Trust if the cause of the low account balance was a reduction in the net asset value of shares. No CDSC will be imposed with respect to such involuntary redemptions.

Systematic Withdrawal Plan. The transfer agent will send to the shareholder regular monthly or quarterly payments of any permitted amount designated by the shareholder based upon the value of the shares held. The checks will be drawn from share redemptions and hence, may require the recognition of taxable gain or loss. Income dividends and capital gains distributions in connection with withdrawal plan accounts will be credited at net asset value as of the record date for each distribution. Continued withdrawals in excess of current income will eventually use up principal, particularly in a period of declining market prices. A shareholder may not have a withdrawal plan in effect at the same time he or she has authorized Bank Automated Investing or is otherwise making regular purchases of Fund shares. The shareholder, the transfer agent or the principal underwriter may terminate the withdrawal plan at any time without penalty.

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Other Information. A Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

In circumstances where a financial intermediary has entered into an agreement with a Fund or its principal underwriter to exchange shares from one class of the Fund to another, such exchange shall be permitted and any applicable redemption fee will not be imposed in connection with such transaction, provided that the class of shares acquired in the exchange is subject to the same redemption fee. In connection with the exemption from the Funds’ policies to discourage short-term trading and market timing and the applicability of any redemption fee to a redemption, asset allocation programs include an investment vehicle that allocates its assets among investments in concert with changes in a model portfolio.

DISTRIBUTION PLAN

The Money Market Fund has a Distribution Plan (the “Plan“) designed to meet the requirements of Rule 12b-1 under the 1940 Act and a rule of the FINRA. The purpose of the Plan is to compensate the principal underwriter for its distribution services and facilities provided to the Fund. On each sale of shares (excluding reinvestment of distributions) a Fund will pay the principal underwriter amounts representing (i) sales commissions equal to 6.25% of the amount received by the Fund for each share sold and (ii) interest at the rate of 1% over the prime rate then reported in The Wall Street Journal applied to the outstanding amounts owed to the principal underwriter, so-called "uncovered distribution charges". The Fund pays the principal underwriter a fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to investment dealers on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter currently pays an up-front sales commision (except on exchange transactions and reinvestments) of 4% of the purchase price of Fund shares.

The Trustees of the Trust believe that the Plan will be a significant factor in the expected growth of the Fund’s assets, and will result in increased investment flexibility and advantages which have benefitted and will continue to benefit the Fund and its shareholders. The Eaton Vance organization will profit by reason of the operation of the Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to the Plan and from CDSCs have exceeded the total expenses incurred by such organization in distributing Fund shares. Because payments to the principal underwriter under the Plan are limited, uncovered distribution charges (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, see Appendix A.

The Plan also authorizes the payment of service fees to the principal underwriter, investment dealers and other persons in amounts not exceeding 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. The Trustees of the Trust have initially implemented this provision of the Plan by authorizing monthly service fee payments to the principal underwriter and investment dealers in amounts equal to 0.15% of the Fund’s average daily net assets for any fiscal year which is based on the value of Fund shares sold by such persons and remaining outstanding for at least one year. This fee is paid monthly in arrears based on the value of Fund shares sold by such persons. For the distribution and service fees paid, see Appendix A.

The Plan continues in effect from year to year so long as such continuance is approved at least annually by the vote of both a majority of (i) the noninterested Trustees of the Trust who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Plan Trustees”) and (ii) all of the Trustees then in office. The Plan may be terminated at any time by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the Fund. The Plan requires quarterly Trustee review of a written report of the amount expended under the Plan and the purposes for which such expenditures were made. The Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the Fund and the Trustees. So long as a Plan is in effect, the selection and nomination of the noninterested Trustees shall be committed to the discretion of such Trustees. The current Plan was initially approved by the Trustees, including the Plan Trustees, on June 19, 1995. The Trustees of the Trust who are “interested” persons of the Trust have an indirect financial interest in the Plan because their employers (or affiliates thereof) receive distribution and/or service fees under the Plan or agreements related thereto.

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CALCULATION OF YIELD QUOTATIONS

From time to time, ^a Fund quotes a current yield based on a specific seven calendar day period which is calculated by first dividing the net change in the value of an account having a balance of one share at the beginning of the period by the value of the account at such time to determine the seven day base period return, and then multiplying such return by 365/7 with the resulting yield figure carried to at least the nearest hundredth of one percent. The net change in account value is determined by the value of additional shares purchased with dividends declared on the original share and dividends declared on both the original share and any such additional shares, but does not include any realized gains or losses from the sales of securities or any unrealized appreciation or depreciation on portfolio securities. In addition to the current yield, ^a Fund also quotes an effective yield based on a specific seven day period, carried to at least the nearest hundredth of one percent, computed by determining the net change, exclusive of capital changes, in the value of a hypothetical preexisting account having a balance of one share at the beginning of the period, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then compounding the base period return by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula: Effective yield = [(Base period return +1)365/7]-1^.

Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of the Fund. Pursuant to the Policies, information about portfolio holdings of a Fund may not be disclosed to any party except as follows:

• Disclosure made in filings with the SEC and posted on the Eaton Vance website: In accordance with rules established by the SEC, the Fund sends semiannual and annual reports to shareholders that contain a complete list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. Each Fund also discloses complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. Each Fund’s complete portfolio holdings as reported in annual and semiannual reports and on Form N-Q (which includes a list of a Portfolio’s holdings) are available for viewing on the SEC website at http://www.sec.gov and may be reviewed and copied at the SEC’s public reference room (information on the operation and terms of usage of the SEC public reference room is available at http:// www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330). Generally within five business days of filing with the SEC, the Fund’s portfolio holdings as reported in annual and semiannual reports and on Form N-Q also are available on Eaton Vance’s website at www.eatonvance.com and are available upon request at no cost by contacting Eaton Vance at 1-800-262-1122. Each Fund also will post a complete list of its portfolio holdings (including Portfolio holdings, if any) as of each calendar quarter end on the Eaton Vance website within 30 days of calendar quarter-end^.
• Disclosure of certain portfolio characteristics: Each Fund may also post information about certain portfolio characteristics (such as top ten holdings and asset allocation information) as of the most recent calendar quarter end on the Eaton Vance website approximately ten business days after the calendar quarter end. Such information is also available upon request by contacting Eaton Vance at 1-800-262-1122.
• Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of a Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers that have a legal or contractual duty to keep such information confidential, such as employees of the investment adviser (including portfolio managers and, in the case of a Portfolio, the portfolio manager of any account that invests in the ^Portfolio), the administrator, custodian, transfer agent, principal underwriter, etc. described herein and in the prospectus^; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of a Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the arrangement. Such persons may include securities lending agents which may receive information from time to time regarding selected holdings which may be loaned by a Fund, credit rating agencies (such as Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group), statistical ratings agencies (such as Morningstar, Inc.), analytical service providers engaged by the investment adviser (such as Advent, Bloomberg L.P., Evare, ^Factset, McMunn Associates, Inc. and The Yield Book, Inc.), proxy evaluation vendors (such as Institutional Shareholder Servicing Inc.), pricing services (such as LSTA/LPC Mark-to-Market Pricing Service, WM Company Reuters Information Services, Pricing Direct, State Street Derivatives Pricing Service, FT Interactive Data Corp. and Standard & Poor’s Securities Evaluation Service,

19

Inc.), which receive information as needed to price a particular holding, translation services, lenders under Fundcredit facilities (such as Citibank, N.A.), consultants and, for purposes of facilitating portfolio transactions,investment dealers and other intermediaries (such as national and regional municipal bond dealers and mortgage-backed securities dealers). These entities receive portfolio information on an as needed basis in order to performthe service for which they are being engaged. If required in order to perform their duties, this information will beprovided in real time or as soon as practical thereafter. Additional categories of disclosure involving a legitimatebusiness purpose may be added to this list upon the authorization of a Fund’s Board of Trustees. In addition, inconnection with a redemption in kind, the redeeming shareholder may be required to agree to keep theinformation about the securities to be so distributed confidential, except to the extent necessary to dispose of thesecurities.
• Historical portfolio holdings information: From time to time, the Fund may be requested to provide historic portfolio holdings information. In such case, the requested information may be provided if: the information is requested for due diligence or another legitimate purpose; the requested portfolio holdings are for a period that is no more recent than the date of the portfolio holdings posted to the Eaton Vance website; a Fund’s portfolio manager and Eaton Vance’s Chief Equity or Chief Income Investment Officer (as appropriate) have reviewed the request and do not believe the dissemination of the information requested would disadvantage Fund shareholders; and the Chief Compliance Officer has reviewed the request to ensure that the disclosure of the requested information does not give rise to a conflict of interest between Fund shareholders and an affiliated service provider.

The Fund, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Fund’s portfolio holdings.

The Policies may not be waived, or exception made, without the consent of the Chief Compliance Officer (“CCO”) of the Fund. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by the Portfolio or Fund. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Fund.

TAXES

Each series of the Trust is treated as a separate entity for federal income tax purposes. Each Fund has elected to be ^treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If a Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, it will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. ^Each Fund qualified as a RIC for its fiscal year ended October 31, 2008. Each Fund also seeks to avoid payment of federal excise tax. However, if a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts.

Because the of the Cash Management and Money Market Funds invests its assets in the Portfolio, ^the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for each such Fund to also satisfy these requirements. For federal income tax purposes, the Portfolio intends to be treated as a partnership that is not a “publicly traded partnership” and, as a result, will not be subject to federal income tax. Each Fund, as an investor in the Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. The Portfolio will allocate at least annually among its investors, including a Fund, the Portfolio’s net investment

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income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. For purposes of applying the requirements of the Code regarding qualification as a RIC, the of the Cash Management and Money Market Funds (i) will be deemed to own its proportionate share of each of the assets of the Portfolio and (ii) will be entitled to the gross income of the Portfolio attributable to such share.

In order to avoid incurring a federal excise tax obligation, the Code requires that a Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) at least 98% of its capital gain net income (which is the excess of its realized capital gains over its realized capital losses), generally computed on the basis of the one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards and (iii) 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If a Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that a Fund qualifies as a RIC and the Portfolio is treated as a partnership for Massachusetts and federal tax purposes, neither the Funds nor the Portfolio should be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.

If a Fund does not qualify as a RIC for any taxable year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of net capital gain (if any), will be taxable to the shareholder as ordinary income. However, such distributions will be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders. In addition, in order to requalify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.

The Portfolio may be subject to foreign withholding or other foreign taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. As it is not expected that more than 50% of the value of the total assets of a Portfolio will consist of securities issued by foreign corporations, a Fund will not be eligible to pass through to shareholders its proportionate share of any foreign taxes paid by the Portfolio and allocated to the Fund, with the result that shareholders will not include in income, and will not be entitled to take any foreign tax credits or deductions for, such foreign taxes.

We will send you information after the end of each year setting forth the amount of dividends and long-term capital gains distributed to you during the prior year.

Interest on indebtedness incurred or continued by a shareholder to purchase or carry shares of a fund is not deductible to the extent it is deemed related to the fund’s distributions of tax-exempt interest.

Redemptions and exchanges of a Fund’s shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain realized upon a taxable disposition of shares will be treated as long-term capital gain if the shares have been held for more than one year. Otherwise, the gain on the sale, exchange or redemption of Fund shares will be treated as short-term capital gain.

Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholder’s tax basis in some or all of the other shares acquired.

For taxable years beginning on or before ^December 31, 2010, distributions of investment income designated by a Fund as derived from “qualified dividend income” will be taxed in the hands of individual shareholders at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. A Fund does not expect a significant portion of distributions of investment income to be derived from qualified dividend income.

Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.

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In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate)^.^

^

For taxable years beginning before January 1, 2010, properly-designated dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a Fund’s “qualified net interest income” (generally, a Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of a Fund’s “qualified short-term capital gains” (generally, the excess of a Fund’s net short-term capital gain over the Fund’s long-term capital loss for such taxable year). However, depending on its circumstances, a Fund may designate all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if a Fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

For taxable years beginning before January 1, 2010, distributions that a Fund designates as “short-term capital gain dividends” or “long-term capital gain dividends” may not be treated as such to a recipient foreign shareholder if the distribution is attributable to gain received from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation and the foreign shareholder has not owned more than 5% of the outstanding shares of a Fund at any time during the one-year period ending on the date of distribution. Such distributions will be subject to 30% withholding by a Fund and will be treated as ordinary dividends to the foreign shareholder.

If a Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from a Fund could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years. It is not expected that a significant portion of the Fund’s distributions will be attributable to gains from sale or exchange of U.S. real property interests.

Amounts paid by a Fund to individuals and certain other shareholders who have not provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications required by the ^IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker, may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well as the proceeds of redemption transactions (including repurchases and exchanges), at a rate of 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

Under Treasury regulations, if a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under recently enacted legislation, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.

The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders should consult their own tax advisers with respect to special tax rules that may apply in their particular situations, as well as the federal, state, local, and, where applicable, foreign tax consequences of investing in a Fund.

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PORTFOLIO SECURITIES TRANSACTIONS

Decisions concerning the execution of portfolio security transactions, including the selection of the market and the executing firm, are made by an Adviser. The Portfolio is responsible for the expenses associated with portfolio transactions. An Adviser is also responsible for the execution of transactions for all other accounts managed by it. The Advisers place the portfolio security transactions of the Portfolio and of all other accounts managed by them for execution with many firms. Each Adviser uses its best efforts to obtain execution of portfolio security transactions at prices which are advantageous and at reasonably competitive spreads or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, an Adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation, the full range and quality of the executing firm’s services, including the responsiveness of the firm to the Adviser, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the executing firm, the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions, and the reasonableness of the spread or commission, if any. In addition, the Adviser may consider the receipt of Proprietary Research Services (as defined below), provided it does not compromise the Adviser’s obligation to seek best overall execution for the Portfolio. The Adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

Money market instruments are generally traded in the over-the-counter market on a net basis (i.e., without commission) through dealers and banks acting for their own accounts rather than as brokers and such instruments may also be acquired directly from the issuers. While it is anticipated that the Portfolio will not pay significant brokerage commissions in connection with such portfolio security transactions, on occasion it may be necessary or appropriate to purchase or sell a security through a broker on an agency basis, in which case a brokerage commission will be incurred. Although spreads or commissions paid on portfolio security transactions will, in the judgement of the relevant Adviser, be reasonable in relation to the value of the services provided, spreads or commissions exceeding those which another firm might charge may be paid to firms who were selected to execute transactions on behalf of the Portfolio and an Adviser’s other clients for providing brokerage and research services to the Adviser.

As authorized in Section 28(e) of the Securities Exchange Act of 1934, as amended, a broker or dealer who executes a portfolio transaction may receive a commission which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the relevant Adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and research services provided. This determination may be made either on the basis of that particular transaction or on the basis of overall responsibilities which the Adviser and its affiliates have for accounts over which they exercise investment discretion. Brokerage and research services may include advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; effecting securities transactions and performing functions incidental thereto (such as clearance and settlement); and the “Research Services” referred to in the next paragraph. The investment adviser may also receive Research Services from underwriters and dealers in fixed-price offerings.

It is a common practice of the investment advisory industry and of the advisers of investment companies, institutions and other investors to receive research, analytical, statistical and quotation services, data, information and other services, products and materials which assist such advisers in the performance of their investment responsibilities (“Research Services”) from broker-dealer firms that execute portfolio transactions for the clients of such advisers and from affiliates of executing broker-dealers. Investment advisers also commonly receive Research Services from research providers that are not affiliated with an executing broker-dealer, but which have entered into payment arrangements involving an executing broker-dealer (“Third Party Research Services”). Under a typical Third Party Research Services payment arrangement, the research provider agrees to provide services to an investment adviser in exchange for specified payments to the research provider by a broker-dealer that executes portfolio transactions for clients of the investment adviser. The investment adviser and the executing broker-dealer enter into a related agreement specifying the amount of brokerage business the investment adviser will direct to the executing broker-dealer to offset payments made by the executing broker-dealer for Third Party Research Services received by the investment adviser. For example, an investment adviser may agree to direct brokerage business generating $45,000 in commissions on portfolio transactions to a broker-dealer firm as consideration for the executing broker-dealer making payments of $30,000 to a provider of Third Party Research Services. The relationship between commissions to be paid to an executing broker-dealer as consideration for Third Party Research

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Services and the cost borne by the executing broker-dealer in connection with providing such services to the investment adviser is referred to herein as the “Third Party Research Services Payment Ratio.”

Consistent with the foregoing practices, each Adviser receives Research Services from many broker-dealer firms with which that Adviser places portfolio transactions and from third parties with which these broker-dealers have arrangements. The Funds and Eaton Vance may also receive Research Services from underwriters and dealers in fixed-price offerings, which Research Services are reviewed and evaluated by Eaton Vance in connection with its investment responsibilities.

Research Services received by the investment adviser may include such matters as general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, proxy voting data and analysis services, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, financial, industry and trade publications, news and information services, pricing and quotation equipment and services, and research oriented computer hardware, software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by an Adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer. Any such Research Service may be broadly useful and of value to an Adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only one client’s account or of a few clients’ accounts, or may be useful for the management of merely a segment of certain clients’ accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained. The advisory fee paid is not reduced because an Adviser receives such Research Services. An Adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and attempts to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the Adviser believes are useful or of value to it in rendering investment advisory services to its clients.

Each Adviser has agreed to reduce the Portfolio’s advisory fee in connection with Third Party Research Services whose cost is borne by the Portfolio through commissions on portfolio transactions. Specifically, whenever the Portfolio executes a portfolio transaction with a broker-dealer and the associated commission is consideration for Third Party Research Services, the advisory fee paid by the Portfolio to each Adviser will be reduced by dividing the commission payment associated with the transaction by the applicable Third Party Research Services Payment Ratio. However, the Advisers generally do not expect to acquire Third Party Research with Portfolio brokerage commissions.

Some executing broker-dealers develop and make available directly to their brokerage customers proprietary Research Services (“Proprietary Research Services”). As a general matter, broker-dealers bundle the cost of Proprietary Research Services with trade execution services rather than charging separately for each. In such circumstances, the cost or other value of the Proprietary Research Services cannot be determined. The advisory fee paid by the Portfolio will not be reduced in connection with the receipt of Proprietary Research Services by the Advisers.

The investment companies sponsored by Eaton Vance or BMR or its affiliates may allocate brokerage commissions to acquire information relating to the performance, fees and expenses of such companies and other mutual funds, which information is used by the Trustees of such companies to fulfill their responsibility to oversee the quality of the services provided by various entities, including Eaton Vance, to such companies. Such companies may also pay cash for such information.

Securities considered as investments for the Portfolio may also be appropriate for other investment accounts managed by an Adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Portfolio and one or more of such other accounts simultaneously, the Adviser will allocate the security transactions (including “hot” issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations, there may be instances where the Portfolio will not participate in a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the Adviser reasonably determines that departure from a pro rata allocation is advisable. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Portfolio from time to time, it is the opinion of the Trustees of the Trust and the Portfolio that the benefits from the Adviser’s organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

During the fiscal year ended October 31, 2008, the purchases and sales of portfolio investments were with the issuer or with major dealers in money market instruments acting as principal. The cost of securities purchased from underwriters

24

includes a disclosed fixed underwriting commission or concession, and the prices for which securities are purchased from and sold to dealers usually include an undisclosed dealer mark-up or mark-down. For the fiscal year ended October 31, 2008, the period ended ^October 31, 2007, and the fiscal years ended December 31, ^2006 and ^2005, ^the Portfolio paid no brokerage commissions on portfolio security transactions.

As of ^October 31, 2008, the Portfolio held securities of its “regular brokers or dealers”, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:^

Fund and/or Portfolio	Regular Broker or Dealer (or Parent)	Aggregate Value
Cash Management Portfolio	JP Morgan Chase	$19,892,667
	Citigroup	$24,998,087
	Goldman Sachs	$ 9,660,424
	Toyota	$20,000,000
	Abbey National	$28,453,619
	Bank of America	$30,993,003
	Merrill Lynch	$38,481,729
	BNP	$33,508,041
	Morgan Stanley	$28,091,871
	HSBC	$37,555,026
	Fortis	$23,000,000
	GE Capital	$20,801,229
	RBC	$24,399,625
	AMEX	$32,945,333
	Barclay	$17,000,000

FINANCIAL STATEMENTS

The audited financial statements of, and the reports of the independent registered public accounting firm for the Funds and the Portfolio, appear in each Fund’s most recent annual report to shareholders and are incorporated by reference into this SAI. A copy of the annual reports accompanies this SAI.

^

Householding. Consistent with applicable law, duplicate mailings of shareholder reports and certain other Fund information to shareholders residing at the same address may be eliminated.

Registrant incorporates by reference the audited financial information for the Funds and the Portfolio listed below for the period ended October 31, ^2008, as previously filed electronically with the SEC:

Eaton Vance Cash Management Fund
Eaton Vance Money Market Fund
Cash Management Portfolio
(Accession No. 0001104659-^08-^078835)

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APPENDIX A

Fund Specific Information

Administrator - Money Market Fund

As stated under “Investment Advisory and Administrative Services” in this SAI, the administrator currently receives no compensation for providing administrative services to the Fund. For the fiscal year ended October 31, 2008, the period ^from January 1, 2007 to October 31, 2007 and the fiscal years ended December 31, 2006 and ^2005, ^respectively, no expenses related to the operation of the Fund were allocated to the Administrator. ^

Distribution Plan - Money Market Fund

^

^For the fiscal ^year ended ^October 31, ^2008, the principal underwriter paid to investment dealers sales commissions of $^35,^561 on sales of shares of the Fund. During the same ^period, the Fund accrued sales commissions payable to the principle underwriter under the Plan aggregating $^792,^915. ^ At ^October 31, ^2008, the outstanding uncovered distribution charges of the principal underwriter calculated under the Plan amounted to approximately $^14,^564,^900 (which amount was equivalent to ^5.^2% ^of the Fund’s net assets on such ^day). For the ^year ended ^October 31, ^2008 the Fund made service fee payments under the Plan aggregating $^128,^210, ^of which $^127,^624 was paid to investment dealers and the balance of which was retained by the principal underwriter.

For the ^fiscal ^year ended ^October 31, ^2008, the principal underwriter received approximately ^$^0 from Cash Management ^Fund and $^385,900^, from Money Market Fund in CDSCs imposed on early redeeming shareholders. The Money Market Fund sales commissions and CDSC payments reduced uncovered distribution charges under the Plan.

Control Persons and Principal Holders of Securities. At February 1, 2009, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of a Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:

Cash Management Fund	Saturn & Co., a/c #2	Boston, MA	18.5%
	Eaton Vance Distributors Inc.	Boston, MA	9.3%
Money Market Fund	Citigroup Global Markets, Inc.	New York, NY	8.0%

To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of a Fund as of such date.

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APPENDIX B

RATINGS

The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.

MOODY’S INVESTORS SERVICE, INC. (“Moody’s”)

LONG-TERM CORPORATE OBLIGATIONS RATINGS

Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

SHORT-TERM CORPORATE OBLIGATION RATINGS

Moody’s short term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability tot repay short-term obligations. NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.

ISSUER RATINGS

Issuer Ratings are opinions of the ability of entities to honor senior unsecured financial obligations and contracts. Moody’s expresses Issuer Ratings on its general long-term and short-term scales.

US MUNICIPAL RATINGS

^

Moody’s municipal ratings are opinions of the investment quality of issuers and issues in the U.S. municipal market. As such, these ratings incorporate assessment of the default probability and loss severity of these issuers and issues. The default and loss content for Moody’s municipal long-term rating scale differs from Moody’s general long-term scale. Historical default and loss rates for obligations rated on the US Municipal Scale are significantly lower that for similarly rated

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corporate obligations. It is important that users of Moody’s ratings understand these differences when making rating comparisons between the Municipal and Global scales.

US MUNICIPAL LONG-TERM DEBT RATINGS

Municipal Ratings are based upon the analysis of five primary factors related to municipal finance: market position, financial position, debt levels, governance, and covenants. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality’s ability to repay its debt.

Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal and tax-exempt issuers.

A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

C: Issuers or issues rated Caa demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Note: Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION RATINGS ^Short-Term ^Obligation Ratings

^

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels--MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expires at the maturity of the obligation.

MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-band access to the market for refinancing.

MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group/

MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins or protection.

Demand Obligation Ratings

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term rating and demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk

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associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR., e.g., Aaa/NR or NR/VMIG.

VMIG rating expirations are a function of each issue’s specific structural or credit features.

VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidty provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections neccesary to ensure the timely payment of purchase price upon demand.

STANDARD & POOR’S RATINGS GROUP (“S&P”) ISSUE CREDIT RATINGS DEFINITIONS

Issue credit ratings can be either long or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicated the creditworthiness of an obligor with respect to put-features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based in varying degrees on the following considerations:

Likelihood of payment-- capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation.

Nature of and provisions of the obligations;

Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

LONG-TERM ISSUE CREDIT RATINGS:

^AAA: An obligation rated ^‘AAA’ has the highest rating assigned by ^S&P. The obligor’^s capacity to ^meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated ‘AA’ differs from the highest-rated obligors only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

A: An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB: An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, and CC and C

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Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated ‘BB’ is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated ‘B’ is more vulnerable than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or, economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated ‘C’ is currently highly vulnerable to nonpayment. The ‘C’ rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A ‘C’ also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

D: A obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P 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 or the taking of a similar action if payments on an obligation 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.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligation is extremely strong.

A-2: A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-2: A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3: A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

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C: A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P 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 or the taking of a similar action if payments on an obligation are jeopardized.

ISSUER CREDIT RATINGS DEFINTIONS

Issuer credit ratings are based on current information furnished by obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any issuer credit rating and may, on occasion, rely on unaudited financial information. Issuer credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issuer credit ratings can either be long or short term. Short-term issuer credit ratings reflect the obligor’s creditworthiness over a short-term horizon.

LONG-TERM ISSUER CREDIT RATINGS

AAA: An obligor rated ‘AAA’ has extremely strong capacity to meet its financial commitments. ‘AAA’ is the highest issuer credit rating assigned by S&P.

^AA: An obligor rated ^‘AA’ has ^very strong capacity to ^meet its financial commitments. It differs from the ^highest-rated ^obligors only ^to a small degree.

A: An obligor rated ‘A’ has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.

BBB: An obligor rated ‘BBB’ has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

BB, B, CCC, and CC

Obligors rated ‘BB’, ‘B’, ‘CCC’, and ‘CC’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘CC’ the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligor ‘BB’ is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitments.

B: An obligor rated ‘B’ is more vulnerable than the obligors rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meets its financial commitments.

CCC: An obligor rated ‘CCC’ is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.

CC: An obligor rated ‘CC’ is currently highly vulnerable.

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.

R: An obligor rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&P’s issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.

SD and D: An obligor rated ‘SD’ (selective default) or ‘D’ has failed to pay one or more of its obligations (rated or unrated) when it came due. A ‘D’ rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An ‘SD’ rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&P’s issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.

NR: An issuer designated NR is not rated.

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SHORT-TERM ISSUER CREDIT RATINGS

A-1: An obligor rated ‘A-1’ has strong capacity to meet its financial commitments. It is rated in the highest category by S&P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments is extremely strong.

A-2: An obligor rated ‘A-2’ has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.

A-3: An obligor rated ‘A-3’ has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.

B: An obligor rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. Ratings ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.

B-1: Obligors with a ‘B-1’ short-term rating have a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-2: Obligors with a ‘B-2’ short-term rating have an average speculative-grade capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

B-3: Obligors with a ‘B-3’ short-term rating have a relatively weaker capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.

C: An obligor rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for it to meet its financial commitments.

R: An obligor rated ‘R’ is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&P’s issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.

SD and D: An obligor rated ‘SD’ (selective default) or ‘D’ has failed to pay one or more of its obligations (rated or unrated) when it came due. A ‘D’ rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An ‘SD’ rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&P’s issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.

NR: An issuer designated as NR is not rated.

MUNICIPAL RATINGS

SHORT-TERM NOTES: An S&P U.S. municipal note ratings reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:

Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows^:

SP-1: ^Strong capacity to pay principal and interest. ^An issue determined to possess ^a very strong capacity to pay debt will be given a ^plus(+) designation^.

^

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3: Speculative capacity to pay principal and interest.

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FITCH RATINGS

LONG-TERM CREDIT RATINGS

Investment Grade

AAA: Highest credit quality ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions that is the case for higher ratings.

BBB: Good credit quality. ‘BBB’ ratings indicate that they are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions ar more likely to impair this capacity. This is the lowest investment grade category.

Speculative Grade

BB: Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified that could assist the obligor in satisfying its debt service requirements.

B: Highly speculative. For issuers and performing obligations, ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery of Rating ‘RR1’ (outstanding).

CCC: For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of ‘RR2’ (superior), ‘RR3’ (good) or ‘RR4’ (average).

CC: For issuers and performing obligations, default of some kind appears probable.

For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of 'RR4' (average) or 'RR5' (below average).

C: For issuers performing obligations, default is imminent.

For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of ‘RR6’ (poor).

RD: Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continutes to honor other classes of obligations.

D: Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:

Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.

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Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.

Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.

Notes to Long-Term ratings:

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)

^Short-Term ^Credit Ratings

^

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

^F2: Good ^credit quality. ^A satisfactory ^capacity for timely ^payment of financial commitments, but the margin of safety is not as great as ^in the case of the higher ratings.

^

F3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D: Indicates an entity or sovereign that has defaulted on all of its financial obligations.

Notes to Short-Term ratings:

The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)

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DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS

Moody’s Investors Service, Inc. Insurance Financial Strength Ratings

Moody’s Insurance Financial Strength Ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. Specific obligations are considered unrated unless they are individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company. Insurance Companies rated Aaa offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.

Standard &Poor’s Insurance Financial Strength Ratings

A S&P insurer financial strength rating is a current opinion of the financial security characteristics of an insurance organization with respect to its ability to pay under its insurance policies and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health maintenance organizations and similar health plans with respect to their ability to pay under their policies and contracts in accordance with their terms. This opinion is not specific to any particular policy or contract, nor does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion does not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use of a defense such as fraud to deny claims. For organizations with cross-border or multinational operations, including those conducted by subsidiaries or branch offices, the ratings do not take into account potential that may exist for foreign exchange restrictions to prevent financial obligations from being met. Insurer financial strength ratings are based on information furnished by rated organizations or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may on occasion rely on unaudited financial information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances. Insurer financial strength ratings do not refer to an organization's ability to meet nonpolicy (i.e. debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are fully or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer financial strength ratings, and follows procedures consistent with issue credit rating definitions and practices. Insurer financial strength ratings are not a recommendation to purchase or discontinue any policy or contract issued by an insurer or to buy, hold, or sell any security issued by an insurer. A rating is not a guaranty of an insurer's financial strength or security. An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is the highest insurer financial strength rating assigned by S&P.

Fitch Insurer Financial Strength Ratings

The Fitch Insurer Financial Strength (“IFS”) Rating provides an assessment of the financial strength of an insurance organization. The IFS Rating is assigned to the insurance company's policyholder obligations, including assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating reflects both the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants in the event the insurer stops making payments or payments are interrupted, due to either the failure of the insurer or some form of regulatory intervention. In the context of the IFS Rating, the timeliness of payments is considered relative to both contract and/or policy terms but also recognizes the possibility of reasonable delays caused by circumstances common to the insurance industry, including claims reviews, fraud investigations and coverage disputes. The IFS Rating does not encompass policyholder obligations residing in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However, any guarantees provided to the policyholder with respect such obligations are included in the IFS Rating. Expected recoveries are based on Fitch's assessments of the sufficiency of an insurance company's assets to fund policyholder obligations, in a scenario in which payments have been ceased or interrupted. Accordingly, expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty or policyholder protection funds. Expected recoveries also exclude the impact of collateralizing or security, such as letters of credit or trusteed assets, supporting select reinsurance obligations. IFS Ratings can be assigned to insurance and reinsurance companies in any insurance sector, including the life & annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual value and title insurance sectors, as well as to managed care companies such as health maintenance organizations. The IFS Rating does not address the quality of an insurer's claims handling services or the relative value of products sold. ‘AAA’ IFS Rating is exceptional strong. ‘AAA’ IFS Rating denotes the lowest exception of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations on a timely basis. This capacity is highly unlikely to be adversely affected by foreseeable events.

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APPENDIX C

EATON VANCE FUNDS
PROXY VOTING POLICY AND PROCEDURES

I. Overview

The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

II. Delegation of Proxy Voting Responsibilities

Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

III. Delegation of Proxy Voting Disclosure Responsibilities

The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31^st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

IV. Conflicts of Interest

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or a committee or sub-committee of such Board concerning the material conflict.

Once the Adviser notifies the relevant Board(s), committee or sub-committee of the Board, of the material conflict, the Board(s), committee or sub-committee, shall convene a meeting to review and consider all relevant materials related to the

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proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee or sub-committee and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee or sub-committee will instruct the Adviser on the appropriate course of action. If the Board, committee or sub-committee is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee or sub-committee at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee or sub-committee shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

V. Reports

The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.

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APPENDIX D

EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
PROXY VOTING POLICIES AND PROCEDURES

I. Introduction

Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an “Adviser” and collectively the “Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (“SEC”) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94 -2 (July 29, 1994).

II. Overview

Each Adviser manages its clients’ assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’ economic value.

The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests of management with those of shareholders.

Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Fund’s sub-adviser’s proxy voting policies and procedures, if applicable.

No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agent’s recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may change at the Advisers’ discretion.

III.	Roles and Responsibilities
	A.	Proxy Administrator
	The Proxy Administrator will assist in the coordination of the voting of each client’s proxy in accordance with the Guidelines below and the Funds’ Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.
	B.	Agent
	An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of the information required to be disclosed in a Fund’s Form N-PX pursuant

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to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.

Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

C. Proxy Group

The Adviser shall establish a Proxy Group which shall assist in the review of the Agent’s recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, may be amended from time to time at the Advisers’ discretion.

For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.

If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.

If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.

The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.

IV. Proxy Voting Guidelines (“Guidelines”)

A. General Policies

It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.

When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.

B. Proposals Regarding Mergers and Corporate Restructurings

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.

C. Proposals Regarding Mutual Fund Proxies – Disposition of Assets/Termination/Liquidation and Mergers

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.

D. Corporate Structure Matters/Anti-Takeover Defenses

As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).

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E. Social and Environmental Issues

The Advisers generally support management on social and environmental proposals.

F. Voting Procedures

Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.

1. WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agent’s recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.

2. NON-VOTES: Votes in Which No Action is Taken

The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.

Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders' rights are limited, Non-Votes may also occur in connection with a client's related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for herein.

3. OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent's Recommendation is Conflicted

If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agent's recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agent’s analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.

The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.

V. Recordkeeping

The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:

• A copy of the Advisers’ proxy voting policies and procedures;
• Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR database or are kept by the Agent and are available upon request;
• A record of each vote cast;
• A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
• Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written or oral) for such records.

All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.

VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients

A. Assessment of Agent

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The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent's independence, competence or impartiality.

B. Conflicts of Interest

As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:

Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”) and provide that list to the Proxy Administrator.
The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:
	The client, in the case of an individual or corporate client;
	In the case of a Fund, its board of directors, or any committee or sub-committee identified by the board; or
	The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.

The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.

If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.

The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

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EX-99.(17)(B)(I)

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