EATON VANCE INVESTORS TRUST
N-30D, 1995-03-22
Previous: USL CAPITAL CORP/, 424B2, 1995-03-22
Next: EATON VANCE INVESTORS TRUST, N-30D, 1995-03-22



<PAGE>
                                To Shareholders
During the 12 months ending  January 31, 1995, EV Classic  Investors  Fund had a
total return of -5.7 percent.  That return reflects a decline in net asset value
to $9.61 per share from $10.46 per share at the beginning of the year and income
dividends of $0.255 per share distributed during the year.

By  comparison,  the S&P 500 and the Lehman  Brothers Government/Corporate  Bond
Index,  unmanaged  indices of common stocks and bonds,  respectively,  had total
returns  of 0.6  percent  and  3.12  percent  for the  same  period.  If held to
maturity,  government and corporate  bonds both offer a fixed rate of return and
principal value,  whereas the principal value and return of an investment in the
Fund will fluctuate with changes in market conditions.

During  the  year,  the  stock  market  watched  nervously  for  signs of rising
inflation as the economy grew  vigorously.  The Federal  Reserve (Fed) increased
short-term  rates  a  total  of six  times  and  once  again  in  January  1995.
Nevertheless,  inflation  remained  modest  by most  measures,  rising  only 2.7
percent for the year.

Most economists believe interest rates will peak in the first half of 1995, with
economic growth moderating  thereafter.  If a "soft landing" is indeed achieved,
corporate  profitability  should  be well  maintained,  and both  stock and bond
markets should treat investors better than they did in 1994.

We maintain our conviction that a balanced approach to investing,  blending with
discretion  the growth  potential  of common  stocks  with the secure  income of
bonds, should produce desirable long-term investment results.

                           EV CLASSIC INVESTORS FUND
                   The Portfolio's 10 largest stock holdings*
       Astra AB............................        Pharmaceuticals
       Reuters Holdings PLC................        Information services
       Ford Motor Co.......................        Automotive
       Loctite Corp........................        Specialty chemicals
       General Re Corp.....................        Reinsurance
       Phillips Petroleum..................        Oil, natural gas
       Exxon Corp..........................        Petroleum products
       MGIC Investment.....................        Mortgage insurance
       Ameritech Corp......................        Telecommunications
       Scott Paper Co......................        Paper products
       * As of 1/31/95


While past performance is no guarantee of future returns,  we believe EV Classic
Investors Fund will continue to demonstrate  the consistent  productivity of the
balanced  approach to investing over extended periods which are bound to include
both chaotic and tranquil investment conditions.

[Photograph of                       Sincerely,
M. Dozier Gardner]
                                 /s/ M.Dozier Gardner
                                     M.Dozier Gardner
                                     President
                                     March 20, 1995
<PAGE>
                               Management Report

An interview  with Thomas E. Faust,  Jr. Vice President and Manager of Investors
Portfolio.

Q. TOM, SOME PEOPLE HAVE DESCRIBED THE LAST 12 MONTHS AS A VERY DIFFICULT PERIOD
   FOR INVESTING. WOULD YOU AGREE?

A. It'd be hard not to. On the bond  side,  rising  interest  rates made it very
   difficult  to make money.  In stocks,  it was an ugly year,  more so than the
   performance  of the broad market  averages  reflects.  A very large number of
   stocks declined  dramatically during the period. In short, it was the sort of
   year where investors could find few places to hide.

Q. DID YOU CHANGE THE MIX OF STOCKS AND BONDS IN THE  PORTFOLIO  TO  ACCOMMODATE
   THESE CONDITIONS?

A. We changed  the mix only  slightly  during the year.  We went from  nearly 60
   percent in stocks to 62 percent, and our bonds went from 34 to 36 percent. As
   I said, they were minor changes.

Q. WHAT WERE SOME OF THE PORTFOLIO'S LARGER STOCK POSITIONS?

A. Loctite is one. It's a strong company that  manufactures  chemical  adhesives
   and lubricants.  The company has a large exposure to the economic recovery in
   Europe. Another stock in which we have a large  position  is General Re. It's
   the nation's  largest  reinsurer and a very  profitable  company.  I think of
   General Re as a classic growth stock.

[Photo of Thomas E. Faust]

Q. ARE THERE  ANY  STOCKS  IN THE  PORTFOLIO  ABOUT  WHICH  YOU'RE  PARTICULARLY
   OPTIMISTIC?

A. Three come to mind.  Because it is our  largest  position  as of January  31,
   Astra AB is worth highlighting. This Swedish  pharmaceutical company is still
   fairly early in its product  cycle and last year entered into a joint venture
   with Merck, the U.S.  pharmaceutical giant. This should result in an increase
   in profits coming out of this company in the next several years.

   A  second  company  is  Monsanto,   which  has  a  profitable   franchise  in
   agricultural chemicals.  The company has new management and an attractive mix
   of  businesses  and products  that could lead the market to revalue the stock
   upward.  The third  stock is  Corning,  which is a key player in the  optical
   fiber  business.  The  so-called  information   superhighway  is  creating  a
   tremendous demand for optical fiber.

Q. WHAT'S LIKELY TO HAPPEN TO THE ECONOMY DURING THE COMING 12 MONTHS?

A. If economic  indicators  remain strong, I think we'll see continued action by
   the Fed.  We could well have one or even two more  short-term  interest  rate
   increases. But overall, we seem to be pretty near the end of the current boom
   in economic conditions. It's clear that the economy will be slowing down, but
   the big question -- and it's one that no one can answer -- is whether the Fed
   will succeed in cooling the economy from a growth rate of more than 4 percent
   to 2-3  percent,  as it wants to, or whether the economy will be brought to a
   halt, with little or no growth.  A lot of what happens in investments  hinges
   on the answer to that question.

<PAGE>
Q. GIVEN THAT UNCERTAINTY,  WHAT DO YOU EXPECT THE INVESTMENT CLIMATE IN 1995 TO
   BE LIKE?

A. I'm fairly optimistic.  In terms of bonds, as we see a moderation in economic
   growth, there could be a significant rally in the bond market. With the stock
   market  there  are more  uncertainties,  but I'd  have to say I'm  relatively
   optimistic  there,  too. I believe  the strong  economic  growth  that we saw
   throughout  1994 will continue into at least a portion of 1995. That momentum
   could  combine with a stronger  bond market to cause a stronger  stock market
   during  the  year.

   Most importantly,  I'd say that these are times of uncertainty,  and times of
   uncertainty argue for conservatism, which is the Fund's investment style.

          EV CLASSIC INVESTORS FUND PORTFOLIO ALLOCATION AS OF 1/31/95

This pie chart is entitled "EV Classic Investors Fund Portfolio Allocation as of
1/31/95."
The pie is divided into the following segments:

                  Common stock                     61.45%
                  Preferred stock                   2.40%
                  Corporate bonds                  16.07%
                  U.S. Treasuries Agencies         18.47%
                  Short-term obligations            2.22%
                  Convertible bonds                 0.44%

Q. WILL YOU MAKE ANY CHANGES IN THE PORTFOLIO'S STRATEGY IN 1995?

A. Not major  changes.  Over the next 6 to 12 months,  we'll  likely  reduce our
   exposure to the stocks of cyclical companies, which we expect will perform at
   lower  levels in this portion of the economic  cycle.  In their place,  we'll
   accumulate more non-cyclical stocks, including those of utilities,  financial
   institutions and growth companies. There are people who believe that now is a
   good  time to  invest  in  growth  stocks,  and I  agree,  as  long as  those
   investments are in stocks of  fundamentally  strong  companies that are truly
   demonstrating growth.

Q. HAVE YOU CHANGED YOUR INVESTMENT GOALS IN ANY WAY?

A. Absolutely  not. The goal of Investors  Fund is to provide  growth of capital
   and  current  income,  both  of  which  are  achieved   through  conservative
   investment  strategies.  As a balanced  fund, the Fund remains a sensible way
   for the conservative investor to participate in the stock and bond markets.
<PAGE>

COMPARISON OF CHANGE IN VALUE OF A $10,000  INVESTMENT  IN EV CLASSIC  INVESTORS
FUND, THE LEHMAN  BROTHERS  GOVERNMENT/CORPORATE  BOND INDEX,  THE S&P 500 STOCK
INDEX AND 90-DAY U.S. TREASURY BILLS

From November 30, 1993, through January 31, 1995

AVERAGE ANNUAL RETURNS               1 Year               Life of Fund*
With CDSC                             -6.6%                    -1.1%
Without CDSC                          -5.7%                    -1.1%


        Label                  A               B           C           D
- --------------------------------------------------------------------------------
Label  date            Classic investors  lehman bros.   S&P 500  90 day t-bills
- --------------------------------------------------------------------------------
 1     11/93               10,000          10,000        10,000      10,000.00
 2     12/93               10,151          10,044        10,168      10,026.16
 3      1/94               10,523          10,195        10,498      10,051.88
 4      2/94               10,286           9,972        10,183      10,076.63
 5      3/94                9,912           9,728         9,785      10,106.75
 6      4/94                9,983           9,647         9,898      10,137.82
 7      5/94                9,979           9,630        10,021      10,173.90
 8      6/94                9,765           9,608         9,827      10,208.85
 9      7/94               10,009           9,800        10,137      10,246.91
10      8/94               10,189           9,804        10,518      10,286.08
11      9/94                9,953           9,656        10,308      10,325.31
12     10/94               10,045           9,645        10,523      10,368.80
13     11/94                9,840           9,628        10,107      10,413.54
14     12/94                9,788           9,692        10,306      10,463.43
15      1/95                9,922           9,878        10,556      10,515.06

Past  performance is not indicative of future  results.  Investment  returns and
principal  will  fluctuate so that an investor's  shares, when  redeemed, may be
worth  more or less than their  original  cost.  Source:  Towers  Data  Systems,
Bethesda, MD.

*Investment operations commenced on 11/2/93.

FUND PERFORMANCE
The chart above  compares the Fund's  return with that of a  broad-based  market
index.   The  lines  on  the  chart  represent  the  total  returns  of  $10,000
hypothetical  investments  in the  Fund,  the S&P 500  and the  Lehman  Brothers
Government/Corporate Bond Index.

TOTAL RETURN FIGURES
The solid  colored  line  represents  the Fund's  performance.  The Fund's total
return figure reflects Fund expenses,  fees and portfolio transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions. The
Fund also has a 1% contingent deferred sales charge (CDSC), that is deducted for
redemptions made within the first 12 months of purchase.

The dotted line represents the performance of the S&P 500, a broad-based, widely
recognized unmanaged index of 500 common stocks.

The  black  solid  line  represents  the  performance  of  the  Lehman  Brothers
Government/Corporate Bond Index, a diversified, unmanaged index of corporate and
U.S.  government  bonds.  The indices'  total return  figures do not reflect any
commissions  or expenses  that would be  incurred  if an  investor  individually
purchased or sold the securities in the indices.

The dashed line represents the performance of 90-Day U.S.  Treasury Bills. It is
included to indicate how the Fund has performed  relative to a portfolio of cash
equivalents. Principal and interest payments of Treasury Bills are guaranteed by
the U.S. Government.

<PAGE>
                          EV CLASSIC INVESTORS FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                                January 31, 1995
- --------------------------------------------------------------------------------
ASSETS:
Investments in Investors Portfolio (Portfolio)
  at value (Note 1A)                                                 $1,989,330
Receivable for Fund shares sold                                          13,601
Receivable from administrator (Note 6)                                   47,375
Deferred organization expenses (Note 1D)                                 31,861
                                                                     ----------
    Total assets                                                     $2,082,167
LIABILITIES:
    Payable to affiliate -- custodian fee                 $   83
    Accrued expenses                                       8,868
                                                          ------
        Total liabilities                                                 8,951
                                                                     ----------
NET ASSETS for 215,648 shares of beneficial
 interest outstanding                                                $2,073,216
                                                                     ==========
SOURCES OF NET ASSETS:
  Paid-in capital                                                    $2,176,334
  Accumulated net realized loss on investments
    (computed on the basis of identified cost)                          (16,270)
  Undistributed net investment income                                        34
  Unrealized depreciation of investments from Portfolio
    (computed on the basis of identified cost)                          (86,882)
                                                                     ----------
      Total net assets                                               $2,073,216
                                                                     ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($2,073,216 / 215,648 shares of beneficial interest
  outstanding)                                                          $9.61
                                                                        ======
   The accompanying notes are an integral part of the financial statements
<PAGE>
                           Statement of Operations
- --------------------------------------------------------------------------------
                    For the year ended January 31, 1995
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Interest income allocated from Portfolio                            $  58,442
  Dividend income allocated from Portfolio 
    (net of withholding tax expense of $212)                             38,033
  Expenses allocated from Portfolio                                     (13,787)
                                                                      ---------
        Total investment income                                          82,688
  Expenses --
    Computation of Trustees not members of
      the investment adviser's organization
      (Note 5)                                         $    203
    Distribution and service fees (Note 4)               20,456
    Custodian fees (Note 5)                              10,731
    Printing and postage                                 22,705
    Registration fees                                    18,987
    Legal and accounting services                        16,723
    Amortization of organization expenses (Note 1D)       8,033
    Transfer agent fees                                   1,724
                                                       --------
      Total expenses                                     99,562
    Deduct -- Allocation of expenses by
      administrator (Note 5)                             47,375
                                                       --------
        Net expenses                                                     52,187
                                                                      ---------
          Net investment income                                       $  30,501
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
  Net realized loss from Portfolio investment
     transactions (identified cost basis)             $ (22,258)
  Change in unrealized appreciation of investments     (110,008)
                                                      ---------
              Net realized and unrealized loss on investments          (132,266)
                                                                      ---------
                Net decrease in net assets resulting from
                  operations                                          $(101,765)
                                                                      =========

   The accompanying notes are an integral part of the financial statements
<PAGE>

<TABLE>
<CAPTION>
                               STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------
                                                                      Year Ended January 31,
                                                                  ------------------------------
                                                                       1995            1994<F1>
                                                                    ----------        --------
<S>                                                                 <C>               <C>     
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                           $   30,501        $  1,577
    Net realized gain (loss) from Portfolio                            (22,258)            420
    Change in unrealized appreciation from Portfolio                  (110,008)         23,126
                                                                    ----------        --------
      Net increase (decrease) in net assets from operations         $ (101,765)       $ 25,123
                                                                    ----------        --------
  Distributions to shareholders --
    From net investment income                                      $  (30,501)          --
    In excess of net investment income                                 (13,660)          --
    From net realized gains on investment transactions                    (420)          --
    Tax return of capital                                               (2,374)          --
                                                                    ----------        --------
      Total distributions to shareholders                           $  (46,955)          --
                                                                    ----------        --------
  Net increase in net assets from Fund share transactions
    (Note 2)                                                        $1,557,973        $638,830
                                                                    ----------        --------
      Net increase in net assets                                    $1,409,253        $663,953
Net Assets:
  At beginning of period                                               663,963              10
                                                                    ----------        --------
  At end of period                                                  $2,073,216        $663,963
                                                                    ==========        ========
<FN>
<F1> For the period from the start of business, November 2, 1993, to January 31, 1994.
</TABLE>

   The accompanying notes are an integral part of the financial statements
<PAGE>
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
                                                      Year Ended January 31,
                                                  -----------------------------
                                                    1995                 1994*
                                                   -------              -------
NET ASSET VALUE -- Beginning of period             $ 10.460            $ 10.000
                                                   --------            --------
  Income (loss) from investment operations:
    Net investment income                          $  0.215            $  0.025
    Net realized and unrealized gain
      (loss) on investments                          (0.810)              0.435
                                                   --------            --------
      Total income (loss) from investment
        operations                                 $ (0.595)           $  0.460
                                                   --------            --------
  Less distributions:
    From net investment income                     $ (0.166)               --
    In excess of net investment income               (0.074)               --
    From realized gain on investments                (0.002)               --
    From paid in capital                             (0.013)               --
                                                   --------            --------
      Total distributions                          $ (0.255)               --
                                                   --------            --------
NET ASSET VALUE -- End of period                   $  9.610            $ 10.460
                                                   ========            ========
TOTAL RETURN***                                     (5.71)%               4.60%
RATIOS/SUPPLEMENTAL DATA (to average 
  daily net assets):**
  Expenses(1)                                         3.23%               1.68%+
  Net investment income                               1.49%               1.81%+
NET ASSETS, END OF PERIOD (000'S OMITTED)           $ 2,073              $ 664

**  The expenses  related to the  operation of the Fund reflect an allocation of
    expenses  to  the  administrator.  Had  such  action  not  been  taken,  net
    investment  income  (loss)  per  share  and the  ratios  would  have been as
    follows:

 Ratios (to average daily net assets)
  Expenses(1)                                         5.55 %            4.97 %+
  Net investment income (loss)                       (0.83)%           (1.46)%+

(1) Includes the Fund's share of Investors Portfolio's allocated expenses.
*   For the period from the start of business,  November 2, 1993, to January 31,
    1994.
*** Total return is calculated assuming a purchase at the net asset value on the
    first day and a sale at the net asset  value on the last day of each  period
    reported. Dividends and distributions,  if any, are assumed to be reinvested
    at the net asset value on the record date.
+   Computed on an annualized basis.
<PAGE>

                        NOTES TO FINANCIAL STATEMENTS

 ----------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic  Investors  Fund (the Fund) is a  diversified  series of Eaton  Vance
Investors  Trust (the Trust).  The Trust is an entity of the type commonly known
as a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end management  investment company. The Fund
invests all of its  investable  assets in interests in the  Investors  Portfolio
(the Portfolio),  a New York Trust, having the same investment  objective as the
Fund.  The value of the Fund's  investment in the Portfolio  reflects the Fund's
proportionate  interest in the net assets of the Portfolio  (0.9% at January 31,
1995).  The  performance of the Fund is directly  affected by the performance of
the  Portfolio.  The  financial  statements  of  the  Portfolio,  including  the
portfolio of  investments,  are included  elsewhere in this report and should be
read in conjunction  with the Fund's  financial  statements.  The following is a
summary of significant  accounting policies consistently followed by the Fund in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

A.  INVESTMENT  VALUATIONS  --  Valuations  of  securities  by the  Portfolio is
discussed in Note 1 of the Portfolio's  Notes to Financial  Statements which are
included elsewhere in this report.

B. INCOME -- The Fund's net  investment  income  consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund determined in accordance with generally accepted accounting
principles.

C. FEDERAL  TAXES -- The Fund's  policy is to comply with the  provisions of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gain on  investments,  option and financial  futures  transactions.
Accordingly,  no provision  for federal  income or excise tax is  necessary.  At
January 31, 1995, the Fund, for federal income tax purposes,  had a capital loss
carryover of $14,748,  which will reduce the Fund's  taxable income arising from
future net  realized  gain on  investment  transactions,  if any,  to the extent
permitted by the Internal  Revenue Code,  and thus will reduce the amount of the
distributions to shareholders  which would otherwise be necessary to relieve the
Fund of any  liability  for federal  income or excise  tax.  Such  capital  loss
carryover  will  expire on January  31,  2003.  Pursuant  to Section  852 of the
Internal  Revenue Code, the Fund  designates  $420 as capital gain dividends for
its taxable year ended January 31, 1995.

D. DEFERRED  ORGANIZATION  EXPENSES -- Costs  incurred by the Fund in connection
with its organization are being amortized on the  straight-line  basis over five
years beginning on the date the Fund commenced operations.

E.  OTHER  --  Investment  transactions  are  accounted  for  on  the  date  the
investments are purchased or sold. Distributions to shareholders are recorded on
the  ex-dividend  date.  Dividend  income may include  dividends  that represent
returns of capital for federal tax purposes.

F. DISTRIBUTION COSTS -- For book purposes, commissions paid on the sale of Fund
shares and other distribution costs are charged to operations. For tax purposes,
commissions  paid were charged to paid-in capital prior to November 23, 1994 and
subsequently  charged to operations.  The change in the tax accounting  practice
was prompted by a recent  Internal  Revenue  Service ruling and has no effect on
either the Fund's current yield or total return (Note 5).

G.  DISTRIBUTIONS  --  Generally  accepted  accounting  principles  require that
differences in the recognition or classification of income between the financial
statements   and  tax   earnings   and  profits   which   result  in   temporary
over-distributions   for  financial  statement   purposes,   are  classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.

- --------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST
The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full  and  fractional  shares  of  beneficial   interest  (without  par  value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                                    Year Ended January 31,
                                                                  -------------------------------------------------------
                                                                               1995                         1994<F1>
                                                                  -----------------------------   -----------------------
                                                                     Shares          Amount         Shares        Amount
                                                                  ------------   --------------   ----------   ----------
<S>                                                                  <C>           <C>              <C>          <C>     
Sales                                                                377,194       $3,749,789       69,019       $694,750
Issued to shareholders electing to receive payment of
  distributions in Fund shares                                         4,769           45,716         --            --
Redemptions                                                         (229,784)      (2,237,532)      (5,551)       (55,920)
                                                                    --------       ----------       ------       --------
  Net increase                                                       152,179       $1,557,973       63,468       $638,830
                                                                    ========       ==========       ======       ========
<FN>
<F1> From the start of business, November 2, 1993, to January 31, 1994.
</TABLE>

- --------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases  and decreases in the Fund's  investment  in the Portfolio  aggregated
$3,819,582 and $2,367,855, respectively.

- --------------------------------------------------------------------------------
(4) DISTRIBUTION PLAN
The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the Investment  Company Act of 1940. The Plan requires the Fund to pay the
principal  underwriter,  Eaton Vance Distributors,  Inc. (EVD), amounts equal to
1/365th  of  0.75%  of the  Fund's  daily  net  assets,  for  providing  ongoing
distribution  services and facilities to the Fund.  The Fund will  automatically
discontinue  payments to EVD during any period in which there are no outstanding
Uncovered  Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the  aggregate   amount  received  by  the  Fund  for  shares  sold  plus,  (ii)
distribution  fees  calculated  by applying  the rate of 1% over the  prevailing
prime rate to the outstanding balance of Uncovered  Distribution Charges of EVD,
reduced  by amounts  theretofore  paid to EVD.  The  amount  payable to EVD with
respect  to each day is  accrued  on such day as a  liability  of the Fund  and,
accordingly,  reduces  the Fund's net  assets.  EVD earned  $15,342 for the year
ended January 31, 1995,  representing  0.75%  (annualized)  of daily average net
assets. At January 31, 1995, the amount of Uncovered Distribution Charges of EVD
calculated under the Plan was approximately $319,666.

  In addition, the Plan provides that the Fund may make payments of service fees
to the Principal Underwriter,  Authorized Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees of the Fund have  initially  implemented  this provision of the Plan by
authorizing  the  Fund  to  make  payments  of  service  fees  to the  Principal
Underwriter,  Authorized Firms and other persons in each fiscal year of the Fund
in amounts  not  exceeding  0.25% (per  annum) of the Fund's  average  daily net
assets.  Provision  for service fee payments for the year ended January 31, 1995
amounted  to  $5,114.  Such  payments  were made for  personal  services  and/or
maintenance of shareholder accounts. Service fees are separate and distinct from
the sales  commissions and distribution fees payable by the Fund to EVD, and, as
such, are not subject to automatic  discontinuance when there are no outstanding
uncovered distribution charges of EVD.

  Certain officers and Trustees of the Fund are officers or directors of EVD.

- --------------------------------------------------------------------------------
(5) TRANSACTIONS WITH AFFILIATES
Eaton Vance Management  (EVM) serves only as the  administrator of the Fund, but
receives no  compensation.  The  Portfolio  has engaged  Boston  Management  and
Research (BMR), a subsidiary of EVM, to render investment advisory services. See
Note 3 of the  Portfolio's  Notes to  Financial  Statements  which are  included
elsewhere  in this  report.  To enhance  the net income of the Fund,  $47,375 of
expenses  related to the operation of the Fund were allocated,  on a preliminary
basis,  to EVM as  Administrator.  Except  as to  Trustees  of the  Fund and the
Portfolio  who are not  members of EVM's or BMR's  organizations,  officers  and
Trustees  receive  remuneration  for  their  services  to the  Fund  out of such
investment  adviser fee.  Investors Bank & Trust Company (IBT),  an affiliate of
EVM,  serves  as  custodian  of the Fund and the  Portfolio.  Pursuant  to their
respective custodian agreements, IBT receives a fee reduced by credits which are
determined  based  on the  average  cash  balances  the  Fund  or the  Portfolio
maintains  with  IBT.  Certain  of the  officers  and  Trustees  of the Fund and
Portfolio are officers and directors/trustees of the above organizations.

- --------------------------------------------------------------------------------
(6) SUBSEQUENT EVENT
Shares purchased on or after January 30, 1995 and redeemed during the first year
after   purchase   (except  shares   acquired   through  the   reinvestment   of
distributions)  generally will be subject to a contingent  deferred sales charge
at a rate of one percent of redemption proceeds,  exclusive of all reinvestments
and capital  appreciation in the account. No contingent deferred sales charge is
imposed on exchanges  for shares of other funds in the Eaton Vance Classic Group
of  Funds or  Eaton  Vance  Money  Market  Fund  which  are  distributed  with a
contingent deferred sales charge.


<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Trustees of
EV Classic Investors Fund, a series of Eaton Vance Investors Trust:

We have  audited the  accompanying  statement  of assets and  liabilities  of EV
Classic  Investors Fund, a series of Eaton Vance Investors  Trust, as of January
31, 1995, and the related  statement of operations for the year then ended,  the
statement  of changes in net assets and the  financial  highlights  for the year
then ended and for the period  from  November  2, 1993  (start of  business)  to
January 31, 1994.  These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
January 31, 1995 by  correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly,  in all material  respects,  the financial  position of EV
Classic  Investors Fund, a series of Eaton Vance Investors  Trust, as of January
31, 1995, the results of its operations for the year then ended,  the changes in
its net assets and the financial  highlights for the year then ended and for the
period from  November  2, 1993  (start of  business)  to January  31,  1994,  in
conformity with generally accepted accounting principles.

                                         COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
February 24, 1995

<PAGE>
                             INVESTORS PORTFOLIO
                           PORTFOLIO OF INVESTMENTS
                               JANUARY 31, 1995

- --------------------------------------------------------------------------------
                             COMMON STOCKS -- 60.3%
- --------------------------------------------------------------------------------
NAME OF COMPANY                                      SHARES         VALUE
- --------------------------------------------------------------------------------
AUTOMOTIVE -- 1.9%
Ford Motor Co.                                       160,000        $  4,040,000
                                                                    ------------

BANKS -- 4.1%
Chase Manhattan Corp.                                100,000        $  3,312,500
Chemical Banking Corp.                                81,200           3,156,650
Great Western Financial                              140,000           2,450,000
                                                                    ------------
                                                                    $  8,919,150
                                                                    ------------
BUILDING MATERIALS -- 0.4%
National Gypsum Co.*                                  20,000        $    802,500
                                                                    ------------

BUSINESS PRODUCTS & SERVICES -- 2.8%
Dun & Bradstreet Corp.                                40,000        $  2,000,000
Reuters Holdings, PLC ADR                            100,000           4,187,500
                                                                    ------------
                                                                    $  6,187,500
                                                                    ------------
CAPITAL GOODS -- 1.0%
LaFarge Corp.                                        120,500        $  2,169,000
                                                                    ------------

CHEMICALS -- 4.1%
Loctite Corp.                                         90,000        $  4,027,500
Monsanto Corp.                                        40,000           2,940,000
Nalco Chemical Co.                                    55,000           1,883,750
                                                                    ------------
                                                                    $  8,851,250
                                                                    ------------
COMPUTER SOFTWARE -- 1.2%
Novell Inc.*                                         150,000        $  2,662,500
                                                                    ------------

DRUGS & MEDICAL -- 2.7%
Astra AB A Free Shares                               230,000        $  5,826,245
                                                                    ------------

ELECTRIC UTILITIES -- 3.1%
Entergy Corp.                                         30,000        $    731,250
New England Electric System                           90,000           2,992,500
The Southern Co.                                     140,000           2,922,500
                                                                    ------------
                                                                    $  6,646,250
                                                                    ------------
FINANCIAL -- 3.0%
Federal National Mortgage Association                 40,000        $  2,860,000
MGIC Investment Corp.                                100,000           3,625,000
                                                                    ------------
                                                                    $  6,485,000
                                                                    ------------
    The accompanying notes are an integral part of the financial statements
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)
- --------------------------------------------------------------------------------
                          COMMON STOCKS (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                      SHARES         VALUE
- --------------------------------------------------------------------------------
FOOD & BEVERAGES -- 3.0%
Coca-Cola Co.                                         40,000        $  2,100,000
Nestle SA                                              1,620           1,497,570
PepsiCo Inc.                                          80,000           2,950,000
                                                                    ------------
                                                                    $  6,547,570
                                                                    ------------
HEALTH CARE -- 1.2%
Sofamor Danek Group, Inc.*                           160,000        $  2,580,000
                                                                    ------------

INSURANCE -- 1.8%
General Re Corp.                                      30,000        $  3,873,750
                                                                    ------------

MACHINERY -- 1.4%
Caterpillar Inc.                                      60,000        $  3,090,000
                                                                    ------------

METALS & MINING -- 1.6%
J & L Specialty Steel, Inc.                          175,000        $  3,412,500
                                                                    ------------

NATURAL GAS -- 1.2%
National Fuel Gas Co.                                100,000        $  2,650,000
                                                                    ------------

OIL & OIL SERVICES -- 5.6%
Anadarko Petroleum Corp.                              30,000        $  1,147,500
Exxon Corp.                                           58,640           3,665,000
Mobil Corp.                                           40,000           3,455,000
Phillips Petroleum Co.                               120,000           3,825,000
                                                                    ------------
                                                                    $ 12,092,500
                                                                    ------------
PAPER & FOREST PRODUCTS -- 4.4%
Plum Creek Timber Co., L.P.                          120,000        $  2,745,000
Scott Paper Co.                                       50,000           3,468,750
Williamette Industries, Inc.                          70,000           3,430,000
                                                                    ------------
                                                                    $  9,643,750
                                                                    ------------
PRINTING AND PUBLISHING -- 3.2%
R.R. Donnelley & Sons Co.                             50,000        $  1,512,500
Harcourt General, Inc.                                85,000           2,836,875
McGraw-Hill, Inc.                                     40,000           2,600,000
                                                                    ------------
                                                                    $  6,949,375
                                                                    ------------
REAL ESTATE -- 3.6%
Chateau Properties, Inc.                              75,000        $  1,565,625
Colonial Properties Trust                             80,000           1,790,000
Equity Residential Properties Trust                  101,400           2,699,775

    The accompanying notes are an integral part of the financial statements
<PAGE>
- --------------------------------------------------------------------------------
                          COMMON STOCKS (Continued)
- --------------------------------------------------------------------------------
NAME OF COMPANY                                      SHARES          VALUE
- --------------------------------------------------------------------------------
REAL ESTATE (continued)
ROC Communities, Inc.                                 66,250           1,258,750
Security Capital Industrial Trust                     37,000             605,875
                                                                    ------------
                                                                    $  7,920,025
                                                                    ------------
RETAILING -- 0.9%
Family Dollar Stores, Inc.                           150,000        $  2,025,000
                                                                    ------------

SEMICONDUCTORS -- 1.9%
Advanced Micro Devices, Inc.*                         70,000        $  2,056,250
Intel Corp.                                           30,000           2,081,250
                                                                    ------------
                                                                    $  4,137,500
                                                                    ------------
TELECOMMUNICATIONS -- 0.8%
MCI Communications Corp.                             100,000        $  1,837,500
                                                                    ------------

TELEPHONE UTILITIES -- 1.6%
Ameritech Corp.                                       80,448        $  3,529,656
                                                                    ------------

TRANSPORTATION -- 2.5%
Federal Express Corp.*                                31,000        $  1,883,250
Ryder Systems, Inc.                                  160,000           3,440,000
                                                                    ------------
                                                                    $  5,323,250
                                                                    ------------
MISCELLANEOUS -- 1.3%
Corning Inc.                                          90,000        $  2,812,500
                                                                    ------------
    TOTAL COMMON STOCK
      (IDENTIFIED COST, $106,551,194)                               $131,014,271
                                                                    ------------
- --------------------------------------------------------------------------------
                    CONVERTIBLE PREFERRED STOCKS -- 1.2%
- --------------------------------------------------------------------------------
NAME OF COMPANY                                       SHARES        VALUE
- --------------------------------------------------------------------------------
Freeport McMoRan Copper & Gold, 5s                   125,000        $  2,562,500
                                                                    ------------
    TOTAL CONVERTIBLE PREFERRED STOCK
      (IDENTIFIED COST, $2,872,500)                                 $  2,562,500
                                                                    ------------
- --------------------------------------------------------------------------------
                           PREFERRED STOCK -- 1.3%
- --------------------------------------------------------------------------------
NAME OF COMPANY                                      SHARES         VALUE
- --------------------------------------------------------------------------------
Bank of Boston Ser. C Adj. Rt.                        37,600        $  2,857,600
                                                                    ------------
    TOTAL PREFERRED STOCK
      (IDENTIFIED COST, $1,815,525)                                 $  2,857,600
                                                                    ------------
    The accompanying notes are an integral part of the financial statements
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)
- --------------------------------------------------------------------------------
                          CONVERTIBLE BOND -- 0.5%
- --------------------------------------------------------------------------------
                                                  FACE AMOUNT
NAME OF COMPANY                                   (000 OMITTED)     VALUE
- --------------------------------------------------------------------------------
Browning Ferris Inds., cv.,
  6.25s, 8/15/12                                    $  1,000        $    965,000
                                                                    ------------
    TOTAL CONVERTIBLE BOND
      (IDENTIFIED COST, $895,000)                                   $    965,000
                                                                    ------------
- --------------------------------------------------------------------------------
                  U.S. TREASURY/AGENCY OBLIGATIONS -- 18.5%
- --------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
  8.10s, 12/15/04                                   $  1,184        $  1,194,821
Federal Home Loan Mortgage Corp.,
  9s, 11/15/19                                           840             857,028
Federal Home Loan Mortgage Corp.,
  10s, 5/15/20                                         2,325           2,495,004
Federal National Mortgage Association,
  8.50s, 7/25/19                                       4,573           4,604,712
Federal National Mortgage Association,
  9s, 3/25/20                                          2,000           2,053,120
Student Loan Marketing Association,
  7.875s, 9/12/95                                      1,000           1,005,500
U.S. Treasury Bonds, 7.5s, 11/15/16                    4,500           4,360,770
U.S. Treasury Bonds, 8.125s, 8/15/19                   3,500           3,620,312
U.S. Treasury Notes, 8.125s, 2/15/98                   3,000           3,055,770
U.S. Treasury Notes, 7.875s, 4/15/98                   1,000           1,011,875
U.S. Treasury Notes, 8.875s, 5/15/00                   7,000           7,406,840
U.S. Treasury Notes, 8.75s, 8/15/00                    8,000           8,432,480
                                                                    ------------
    TOTAL U.S. TREASURY/AGENCY OBLIGATIONS
      (IDENTIFIED COST, $40,091,048)                                $ 40,098,232
                                                                    ------------
- --------------------------------------------------------------------------------
                          CORPORATE BONDS -- 16.2%
- --------------------------------------------------------------------------------
American General Finance Corp.,
  8.125s, 8/15/09                                   $  2,460         $ 2,486,150
Associates Corp. of North America,
  8.15s, 8/1/09                                        1,515           1,530,620
Chesapeake Potomac Telephone MD,
  8s, 10/15/29                                         1,500           1,573,815
Chesapeake Potomac Telephone VA,
  8.375s, 10/1/29                                      1,500           1,594,155
Dayton Hudson Medium Term Note,
  9.35s, 6/16/20                                       1,190           1,415,124
Eaton Corp., 8s, 8/15/06                               1,000           1,023,380
Eaton Corp., 8.875s, 6/15/19                           3,000           3,118,290

    The accompanying notes are an integral part of the financial statements
<PAGE>
- --------------------------------------------------------------------------------
                         CORPORATE BONDS (Continued)
- --------------------------------------------------------------------------------
                                                  FACE AMOUNT
NAME OF COMPANY                                   (000 OMITTED)     VALUE
- --------------------------------------------------------------------------------
General Motors Acceptance Corp.,
  8.875s, 6/1/10                                       3,000           3,183,570
General Motors Corp., 8.80s, 3/1/21                    2,000           2,085,800
Inter American Development Bank,
  8.875s, 6/1/09                                       3,000           3,242,790
Inter American Development Bank,
  8.40s, 9/1/09                                          500             525,270
ITT Corp., 8.875s, 2/1/08                              2,850           3,044,313
New England Telephone & Telegraph Co.,
  7.875s, 11/15/29                                     3,360           3,432,543
Pitney Bowes Credit Corp.,
  9.25s, 6/15/08                                       1,650           1,786,884
Pitney Bowes Credit Corp.,
  8.55s, 9/15/09                                         500             524,700
Seagrams (Joseph) & Sons, 9.65s, 8/15/18                 250             280,917
Sears Roebuck Medium Term Note,
  10s, 2/3/12                                          1,000           1,123,800
Torchmark Corp., 8.25s, 8/15/09                        1,000           1,006,290
TRW Inc., Medium Term Notes,
  9.35s, 6/4/20                                        2,100           2,226,336
                                                                     -----------
    TOTAL CORPORATE BONDS
      (IDENTIFIED COST, $36,806,539)                                $ 35,204,747
                                                                    ------------
- --------------------------------------------------------------------------------
                        SHORT-TERM OBLIGATIONS -- 0.2%
- --------------------------------------------------------------------------------
McDonald's Corp., 5.85, 2/1/95                      $491,000        $    491,000
                                                                    ------------
    TOTAL SHORT-TERM OBLIGATIONS,
      AT AMORTIZED COST                                             $    491,000
                                                                    ------------
    TOTAL INVESTMENTS -- 98.2%
      (IDENTIFIED COST, $189,522,806)                               $213,193,350
    OTHER ASSETS, LESS LIABILITIES -- 1.8%                             3,964,145
                                                                    ------------
    NET ASSETS -- 100%                                              $217,157,495
                                                                    ============
  *Non-income producing security.

    The accompanying notes are an integral part of the financial statements
<PAGE>
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                                January 31, 1995
- --------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A)
    (identified cost, $189,522,806)                                 $213,193,350
  Cash                                                                       343
  Receivable for investments sold                                      3,262,631
  Dividends receivable                                                   457,147
  Interest receivable                                                  1,815,488
  Deferred organization expenses (Note 1D)                                11,899
                                                                    ------------
    Total assets                                                    $218,740,858
LIABILITIES:
  Payable for investments purchased                  $  1,575,205
  Payable to affiliates --
    Trustees' fees                                          3,185
    Custodian fees                                          4,495
  Accrued expenses                                            478
                                                     ------------
    Total liabilities                                                  1,583,363
                                                                    ------------
NET ASSETS applicable to investors' interest in Portfolio           $217,157,495
                                                                    ============
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions
    and withdrawals                                                 $193,486,951
  Unrealized appreciation of investments
    (computed on the basis of identified cost)                        23,670,544
                                                                    ------------
    Total net assets                                                $217,157,495
                                                                    ============
    The accompanying notes are an integral part of the financial statements
<PAGE>
                            STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                      For the year ended January 31, 1995
- --------------------------------------------------------------------------------
INVESTMENT INCOME (Note 1B):
  Interest income                                                  $  6,511,359
  Dividend income (net of withholding
    tax expense of $23,221)                                           4,385,712
                                                                   ------------
      Total income                                                 $ 10,897,071
  Expenses --
    Investment adviser fee (Note 3)                  $  1,375,751
    Custodian fee (Note 3)                                114,290
    Legal and accounting fees                              31,953
    Compensation of Trustees not members of the
      investment adviser's organization (Note 3)           15,858
    Amortization of organization expenses
      (Note 1D)                                             3,194
    Printing                                                1,811
    Registration fee                                          273
    Miscellaneous                                           1,995
                                                     ------------
        Total expenses                                                1,545,125
                                                                   ------------
          Net investment income                                    $  9,351,946
  REALIZED AND UNREALIZED GAIN (LOSS):
    Net realized gain on investment transactions
      (identified cost basis)                        $  1,467,119
    Change in unrealized appreciation on
      investments                                     (20,681,070)
                                                     ------------
        Net realized and unrealized loss on
         investments                                               $(19,213,951)
                                                                    ------------
          Net decrease in net assets resulting
            from operations                                        $ (9,862,005)
                                                                   ============

    The accompanying notes are an integral part of the financial statements
<PAGE>
                      STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED JANUARY 31,
                                                              -------------------------------
                                                                   1995               1994<F1>
                                                                   ----               -----
<S>                                                            <C>                <C>         
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                                      $  9,351,946       $  2,135,513
    Net realized gain on investment transactions                  1,467,119          3,127,776
    Change in unrealized appreciation (depreciation) of
      investments                                               (20,681,070)         3,139,232
                                                               ------------       ------------
      Net increase (decrease) in net assets from
       operations                                              $ (9,862,005)      $  8,402,521
                                                               ------------       ------------
  Capital transactions --
    Contributions                                              $ 29,380,822       $230,439,927
    Withdrawals                                                 (32,695,351)        (8,608,439)
                                                               ------------       ------------
      Increase (decrease) in net assets resulting from
        capital transactions                                     (3,314,529)       221,831,488
                                                               ------------       ------------
         Total increase (decrease) in net assets               $(13,176,534)      $230,234,009
 NET ASSETS:
    At beginning of period                                      230,334,029            100,020
                                                               ------------       ------------
    At end of period                                           $217,157,495       $230,334,029
                                                               ============       ============
<FN>
<F1> For the period from the start of business, October 28, 1993, to January 31, 1994.
</TABLE>
    The accompanying notes are an integral part of the financial statements
<PAGE>
                              SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
                                                       YEAR ENDED JANUARY 31,
                                                   -----------------------------
                                                       1995               1994*
                                                       ----               -----
  RATIOS (As a percentage of average
    net assets):
    Expenses                                           0.70%              0.69%+
    Net investment income                              4.25%              3.69%+
  PORTFOLIO TURNOVER                                     28%                15%

+ Computed on an annualized basis.

* For the period from the start of business,  October 28,  1993,  to January 31,
  1994.

    The accompanying notes are an integral part of the financial statements
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1995
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Investors Portfolio is registered under the Investment Company Act of 1940, as a
diversified,  open-end,  management investment company, which was organized as a
trust under the laws of the State of New York in 1992. The  Declaration of Trust
permits the Trustees to issue interests in the Portfolio.  Investment operations
began on October 28, 1993,  with the  acquisition of Securities and other assets
of  $221,294,780  in exchange  for an interest  in the  Portfolio  by one of the
Portfolio's  investors.  The  following is a summary of  significant  accounting
policies  of the  Portfolio.  The  policies  are in  conformity  with  generally
accepted accounting principles.

A. INVESTMENT  VALUATIONS -- Securities listed on securities exchanges or in the
NASDAQ  National  Market are valued at closing sales prices.  Listed or unlisted
investments  for which  closing sale prices are not  available are valued at the
mean  between  latest  bid  and  asked  prices.  Debt  investments  (other  than
mortgage-backed  "pass-through"  securities) are valued at prices furnished by a
pricing service.  Mortgage-backed  "pass through"  securities are valued using a
matrix pricing system which takes into account  closing bond  valuations,  yield
differentials,   anticipated   prepayments   and  interest   rates.   Short-term
obligations  maturing in 60 days or less,  are valued at amortized  cost,  which
approximates value. All other investments are valued at fair value using methods
determined in good faith by or at the direction of the Trustees.

B. INCOME -- Interest  income is  determined  on the basis of interest  accrued,
adjusted  for  amortization  of premium or  discount  on debt  investments  when
required for federal  income tax  purposes.  Dividend  income is recorded on the
ex-dividend  date.  Dividend income may include dividends that represent returns
of capital for federal income tax purposes.

C. FEDERAL TAXES -- The  Portfolio is treated as a  partnership  for Federal tax
purposes.  No provision is made by the  Portfolio  for federal or state taxes on
any taxable  income of the  Portfolio  because each investor in the Portfolio is
ultimately  responsible  for  the  payment  of  any  taxes.  Since  some  of the
Portfolio's  investors are  regulated  investment  companies  that invest all or
substantially  all of their assets in the Portfolio,  the Portfolio must satisfy
the  applicable  source of income and  diversification  requirements  (under the
Code) in order for its investors to satisfy them. The Portfolio will allocate at
least  annually among its investors each  investors'  distributive  share of the
Portfolio's net taxable income,  net realized capital gains, and any other items
of income, gain, loss, deduction or credit.

D.  DEFERRED  ORGANIZATION  EXPENSES  --  Costs  incurred  by the  Portfolio  in
connection with its organization are being amortized on the straight-line  basis
over five years.

E. SECURITY  TRANSACTIONS  -- Investment  transactions  are accounted for on the
date the  investments  are purchased or sold.  Realized  gains and losses on the
sale of investments are determined on the identified cost basis.

<PAGE>
- --------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments,  other than U.S. Govern- ment securities and
short-term  obligations,  aggregated $50,400,624 and $37,810,367,  respectively.
Purchases and sales of U.S.  Government  securities  aggregated  $29,817,656 and
$21,530,625, respectively.

- --------------------------------------------------------------------------------
(3) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment  adviser fee is earned by Boston Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance  Management  (EVM), as compensation  for
management and investment  advisory services rendered to the Portfolio.  The fee
is  computed  at the  monthly  rate  of  5/96  of 1%  (0.625%  annually)  of the
Portfolio's  average daily net assets up to $300 million and at reduced rates as
daily net assets exceed that level. For the year ended January 31, 1995, the fee
was equivalent to 0.625%  (annualized) of the Portfolio's average net assets for
such period and amounted to  $1,375,751.  Except as to Trustees of the Portfolio
who are not  members  of EVM's  or BMR's  organization,  officers  and  Trustees
receive  remuneration  for their service to the Portfolio out of such investment
adviser fee.  Investors Bank & Trust Company (IBT), an affiliate of EVM and BMR,
serves as custodian of the Portfolio.  Pursuant to the custodian agreement,  IBT
receives a fee  reduced by credits  which are  determined  based on the  average
daily cash balances the Portfolio  maintains  with IBT.  Certain of the officers
and Trustees of the Portfolio are officers and  directors/trustees  of the above
organizations.

- --------------------------------------------------------------------------------
(4) LINE OF CREDIT
The Portfolio  participates  with other  portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. The line of credit  consists of a $20 million  committed  facility and a
$100 million  discretionary  facility.  Borrowings will be made by the Portfolio
solely to facilitate  the handling of unusual  and/or  unanticipated  short-term
cash  requirements.  Interest is charged to each  portfolio or fund based on its
borrowings at an amount above either the bank's adjusted  certificate of deposit
rate,  a variable  adjusted  certificate  of deposit  rate,  or a federal  funds
effective  rate.  In addition,  a fee computed at an annual rate of 1/4 of 1% on
the $20 million  committed  facility and on the daily unused portion of the $100
million  discretionary  facility is allocated among the participating  funds and
portfolios  at  the  end of  each  quarter.  The  Portfolio  did  not  have  any
significant borrowings or allocated fees during the period.

- --------------------------------------------------------------------------------
(5)  FEDERAL   INCOME  TAX  BASIS  OF   INVESTMENTS
The cost and unrealized  appreciation/(depreciation) in the value of investments
owned at January 31,  1995,  as computed on a federal  income tax basis,  are as
follows:

      Aggregate cost                                                $189,491,037
                                                                    ============
      Gross unrealized appreciation                                 $ 32,727,049
      Gross unrealized depreciation                                    9,024,736
                                                                    ------------
        Net unrealized appreciation                                 $ 23,670,544
                                                                    ============
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Trustees and Investors of
Investors Portfolio:

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Investors Portfolio,  including the portfolio of investments,  as of January 31,
1995,  the  related  statement  of  operations  for the year then  ended and the
statement  of changes in net  assets and  supplementary  data for the year ended
January 31,  1995,  and for the period from October 28, 1993 (start of business)
to January 31, 1994. These financial  statements and supplementary  data are the
responsibility of the Portfolio's  management.  Our responsibility is to express
an opinion on these  financial  statements and  supplementary  data based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial  statements and  supplementary
data are free of material misstatement.  An audit includes examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
January 31, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  and  supplementary  data referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Investors  Portfolio as of January 31, 1995,  the results of its  operations for
the year then  ended,  and the  changes in its net assets and the  supplementary
data for the year ended  January 31,  1995,  and for the period from October 28,
1993 (start of business)  to January 31,  1994,  in  conformity  with  generally
accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
February 24, 1995





<PAGE>
                            INVESTMENT MANAGEMENT
EV CLASSIC          OFFICERS                   TRUSTEES
INVESTORS FUND      M. DOZIER GARDNER          DONALD R. DWIGHT
24 Federal Street   President, Trustee         President, Dwight
Boston, MA 02110    THOMAS E. FAUST, JR.       Partners, Inc.
                    Vice President             Chairman, Newspapers of
                    PETER F. KIELY             New England, Inc.
                    Vice President,            JAMES B. HAWKES
                    Trustee                    Executive Vice
                    MICHAEL B. TERRY           President, Eaton
                    Vice President             Vance Management
                    JAMES L. O'CONNOR          SAMUEL L. HAYES, III
                    Treasurer                  Jacob H. Schiff
                    THOMAS OTIS                Professor of
                    Secretary                  Investment Banking, Harvard
                    WILLIAM J. AUSTIN, JR.     University Graduate
                    Assistant                  School of Business Administration
                    Treasurer                  NORTON H. REAMER
                    JANET E. SANDERS           President, United Asset
                    Assistant                  Management Corporation
                    Treasurer and              JOHN L. THORNDIKE
                    Assistant                  Director, Fiduciary
                    Secretary                  Trust Company
                                               JACK L. TREYNOR
                                               Investment Adviser and
                                               Consultant
                    -------------------------------------------
INVESTORS           OFFICERS                   TRUSTEES
PORTFOLIO           M. DOZIER GARDNER          DONALD R. DWIGHT
24 Federal Street   President, Trustee         President, Dwight
Boston, MA 02110    THOMAS E. FAUST, JR.       Partners, Inc.
                    Vice President and         Chairman, Newspapers of
                    Portfolio Manager          New England, Inc.
                    JAMES B. HAWKES            SAMUEL L. HAYES, III
                    Vice President,            Jacob H. Schiff
                    Trustee                    Professor of Investment Banking,
                    PETER F. KIELY             Harvard
                    Vice President,            University Graduate
                    Trustee                    School of Business
                    MICHAEL B. TERRY           Administration
                    Vice President             NORTON H. REAMER
                    JAMES L. O'CONNOR          President, United Asset
                    Treasurer                  Management Corporation
                    THOMAS OTIS                JOHN L. THORNDIKE
                    Secretary                  Director, Fiduciary
                    WILLIAM J. AUSTIN, JR.     Trust Company
                    Assistant                  JACK L. TREYNOR
                    Treasurer                  Investment Adviser and Consultant
                    JANET E. SANDERS
                    Assistant Treasurer
                    and Assistant Secretary

<PAGE>
INVESTMENT ADVISER OF
INVESTORS PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF
EV CLASSIC INVESTORS FUND
Easton Vance Management
24 Federal Street
Boston, MA 02110

UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260

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

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

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

This  report  must be  preceded or  accompanied  by a current  prospectus  which
contains more complete information on the Fund, including its distribution plan,
sales  charges and expenses.  Please read the  prospectus  carefully  before you
invest or send money.

EV CLASSIC INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110

C-IFSRC

[Logo]

[Photo]

EV CLASSIC
INVESTORS
FUND

ANNUAL SHAREHOLDER REPORT
JANUARY 31, 1995








© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission