EATON VANCE INVESTORS TRUST
N-30D, 1995-03-22
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<PAGE>
TO SHAREHOLDERS

During the 12 months ending  January 31, 1995, EV Marathon  Investors Fund had a
total return of -5.5 percent.  That return reflects a decline in net asset value
to $9.54 per share from $10.39 per share at the beginning of the year and income
dividends of $0.275 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 MARATHON 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 Marathon
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.

[Photo 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.

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.

                                 [Page 3 Chart]

                           This pie chart is entitled
         EV MARATHON 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%

   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.

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.

COMPARISON OF CHANGE IN VALUE OF A $10,000  INVESTMENT IN EV MARATHON  INVESTORS
FUND,  (INCLUDING SALES CHARGE), 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                            -10.1%                    -5.3%
Without CDSC                          -5.5%                    -1.5%

          Marathon            Lehman                        90-Day
          Investors           Brothers       S&P 500        T-Bills
          -----------         --------       -------        -------
11/93     10,000              10,000         10,000         10,000.00
12/93     10,183              10,044         10,168         10,026.16
 1/94     10,538              10,195         10,498         10,051.88
 2/94     10,284               9,972         10,183         10,076.63
 3/94      9,875               9,728          9,785         10,106.75
 4/94      9,926               9,647          9,989         10,137.82
 5/94      9,938               9,630         10,021         10,173.90
 6/94      9,722               9,608          9,827         10,208.85
 7/94     10,000               9,800         10,137         10,246.91
 8/94     10,187               9,804         10,518         10,286.08
 9/94      9,948               9,656         10,308         10,325.31
10/94     10,000               9,645         10,523         10,368.80
11/94      9,787               9,628         10,107         10,413.54
12/94      9,870               9,692         10,306         10,463.43
 1/95      9,964               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 second  dollar  amount  listed  for the Fund  reflects  the  Fund's  maximum
applicable  contingent  deferred sales charge (CDSC),  deducted at redemption as
follows:  5% - 1st and 2nd years;  4% - 3rd year;  3% - 4th year; 2% - 5th year;
and 1% - 6th year.

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 MARATHON INVESTORS FUND
                              FINANCIAL STATEMENTS
                      STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                                January 31, 1995
- --------------------------------------------------------------------------------
ASSETS:
  Investment in Investors Portfolio, (Portfolio)
    at value (Note 1A)                                              $14,460,011
  Receivable for Fund shares sold                                        27,927
  Deferred organization expenses (Note 1D)                               33,357
                                                                    -----------
        Total assets                                                $14,521,295
LIABILITIES:
  Payable for Fund shares redeemed                      $ 2,144
  Payable to affiliates --
    Trustee fees                                             83
    Custodian fee                                            42
  Accrued expenses                                       11,056
                                                        -------
      Total liabilities                                                  13,325
                                                                    -----------
NET ASSETS for 1,520,279 shares of beneficial
  interest outstanding                                              $14,507,970
                                                                    ===========
SOURCES OF NET ASSETS:
  Paid-in capital                                                   $14,746,282
  Accumulated net realized gain (loss) on investment
    transactions (computed on the basis of
    identified cost)                                                    (49,175)
  Undistributed net investment income                                    56,796
  Unrealized depreciation of investments
    from Portfolio (computed on the basis
    of identified cost)                                                (245,933)
                                                                    -----------
      Total net assets                                              $14,507,970
                                                                    ===========
  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
    PER SHARE ($14,507,970 / 1,520,279 shares of
    beneficial interest outstanding)                                   $9.54
                                                                       =====
    The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)

                            STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                     For the year ended January 31, 1995
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Interest income allocated from Portfolio                            $ 253,355
  Dividend income allocated from Portfolio 
    (net of withholding tax expense of $705)                            166,615
  Expenses allocated from Portfolio                                     (58,633)
                                                                      ----------
      Total investment income                                           361,337
  Expenses --
    Custodian fee (Note 6)                            $ 10,691
    Distribution fees (Note 4)                          64,624
    Compensation of Trustees not members of 
      Investment Adviser's organization (Note 6)           327
    Printing and postage                                23,309
    Legal and accounting services                       17,072
    Amortization of organization expenses (Note 1D)      8,030
    Registration fees                                   16,845
    Transfer agent fees                                  7,889
                                                      --------
      Total expenses                                                    148,787
                                                                      ---------
        Net investment income                                         $ 212,550
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
  Net realized loss from Portfolio investment
    transactions (identified cost basis)              $(66,913)
  Change in unrealized appreciation of investments    (312,931)
                                                      --------
          Net realized and unrealized loss on investments              (379,844)
                                                                      ---------
            Net decrease in net assets resulting from
              operations                                              $(167,294)
                                                                      =========
    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                                        $   212,550        $    5,988
    Net realized gain (loss) on investments                          (66,913)              649
    Unrealized appreciation of investments                          (312,931)           66,998
                                                                 -----------        ----------
      Net increase (decrease) in net assets from
        operations                                               $  (167,294)       $   73,635
                                                                 -----------        ----------
  Distributions to shareholders --
    From net investment income                                   $  (204,818)          --
    From net realized gain on investment transactions                    649           --
                                                                 -----------        ----------
      Total distributions to shareholders                        $   205,467           --
  Net increase in net assets from Fund share transactions
    (Note 2)                                                     $12,394,066        $2,413,020
                                                                 -----------        ----------
      Net increase in net assets                                 $12,021,305        $2,486,655
NET ASSETS:
  At beginning of period                                           2,486,665                10
                                                                 -----------        ----------
  At end of period                                               $14,507,970        $2,486,665
                                                                 ===========        ==========
<FN>
<F1> For the  period  from the start of business,  November 2, 1993,  to January 
     31, 1994.
    The accompanying notes are an integral part of the financial statements
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (Continued)

                             FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
                                                        YEAR ENDED JANUARY 31,
                                                    ---------------------------
                                                      1995               1994**
                                                     -------            -------
NET ASSET VALUE -- End of period                     $10.390            $10.000
                                                     -------            -------
  Income (loss) from investment operations:
    Net investment income                            $ 0.286            $ 0.025
    Net realized and unrealized gain (loss) on
      investments                                     (0.861)             0.365
                                                     -------            -------
      Total income (loss) from investment
        operations                                    (0.575)           $ 0.390
                                                     -------            -------
  Less distributions:
    From net investment income                        (0.274)              --
    From realized gain on investments                 (0.001)              --
                                                    --------            -------
      Total distributions                             (0.275)              --
NET ASSET VALUE -- End of period                     $ 9.540            $10.390
                                                     =======            =======
TOTAL RETURN***                                      (5.44)%               3.9%
  RATIOS/SUPPLEMENTAL DATA (to average daily net
    assets)*:
    Expenses(1)                                        2.41%              1.04%+
    Net investment income                              2.47%              2.49%+
NET ASSETS, END OF PERIOD (000'S OMITTED)            $14,508             $2,487

*   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 per share and the ratios would have been as follows:

    Ratios (to average daily net assets)
      Expenses(1)                                                         2.29%+
      Net investment income                                               1.24%+

 ** 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.

(1) Includes the Fund's share of Investors Portfolio's allocated expenses.

Note:  Certain of the per share amounts have been computed  using average shares
outstanding.

    The accompanying notes are an integral part of the financial statements
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon  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  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  (6.7% 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,  options 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 $28,390,  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  $649 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 16, 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.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)

(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                                        1,591,466        $15,386,579      266,397       $2,686,435
  Issued to shareholders electing to
    receive payment of
    distributions in Fund shares                  18,936           180,856         --              --
  Redemptions                                   (329,514)       (3,173,369)      (27,006)        (273,415)
                                               ---------       -----------       -------       ----------
        Net increase                           1,280,888       $12,394,066       239,391       $2,413,020
                                               =========       ===========       =======       ==========
<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
$15,609,892 and $3,385,045 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) 5% 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.  The Fund paid $64,624 to EVD for the year ended  January 31,
1995,  representing  0.75%  (annualized) of average daily net assets. At January
31, 1995, the amount of Uncovered  Distribution  Charges of EVD calculated under
the Plan was approximately $603,844.

  In addition,  the Plan authorizes the Fund to 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 have  implemented  the Plan by  authorizing  the Fund to make quarterly
payments of service fees to the Principal  Underwriter  and Authorized  Firms in
amounts not expected to exceed 0.25% of the Fund's  average daily net assets for
each  fiscal  year based on the value of Fund  shares  sold by such  persons and
remaining  outstanding  for at least twelve  months,  and that payments of these
service fees shall commence with the quarter ending  December 31, 1994.  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) CONTINGENT DEFERRED SALES CHARGE

A contingent  deferred  sales charge (CDSC) is imposed on any redemption of Fund
shares made within six years of purchase.  Generally, the CDSC is based upon the
lower of the net  asset  value at date of  redemption  or date of  purchase.  No
charge is levied on shares acquired by reinvestment of dividends or capital gain
distributions.  The CDSC is imposed at  declining  rates that begin at 5% in the
first and second year of redemption  after  purchase,  declining one  percentage
point each subsequent  year. No CDSC is levied on shares which have been sold to
EVM or its affiliates or to their respective employees or clients.  CDSC charges
are  paid  to EVD  to  reduce  the  amount  of  Uncovered  Distribution  Charges
calculated  under the Fund's  Distribution  Plan. CDSC charges  received when no
Uncovered  Distribution Charges exist will be retained by the Fund. EVD received
approximately  $63,911 of CDSC paid by  shareholders  for the year ended January
31, 1995.

(6) 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.  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 of 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.


<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

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

We have  audited the  accompanying  statement  of assets and  liabilities  of EV
Marathon  Investors Fund, a series of Eaton Vance Investors Trust, as of January
31, 1995,  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
Marathon  Investors Fund, a series of Eaton Vance Investors Trust, as of January
31, 1995, the results of its operations for the year then ended, and the changes
in its net assets and 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>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS (Continued)

                              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                                      $  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. Government 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 MARATHON         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 MARATHON INVESTORS FUND
Eaton 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

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 MARATHON INVESTORS FUND
24 FEDERAL STREET
BOSTON, MA 02110
                              M-IFSRC

EV MARATHON
INVESTORS
FUND


ANNUAL
SHAREHOLDER REPORT
JANUARY 31, 1995




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