EATON VANCE SPECIAL INVESTMENT TRUST
N-30D, 1996-08-14
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<PAGE>
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TO SHAREHOLDERS

I am pleased to report that EV Marathon Special Equities Fund had a total return
of 10.5% for the six months ended June 30, 1996. That return reflected a change
in net asset value per share from $11.66 on December 31, 1995 to $12.86 on June
30, 1996, and the reinvestment of $0.02 per share in capital gains
distributions. By comparison, the performance of the Lipper Growth Fund Index
was 8.0% during this same period. The S&P 500 Index, an unmanaged index of large
capitalization stocks which serves as a measure of stock market performance, was
up 10.1% during the first half of the year.*

The last two quarters represent the sixth and seventh consecutive periods of
positive performance in the equity markets, and the economy is in its sixth
consecutive year of positive growth. However, the stock market, which has not
seen a significant correction since 1990, has shown unusually high volatility in
the last six months. On several occasions, the market declined sharply in
response to reports of a strong economy because investors were nervous that
continuing, unabated economic strength would eventually lead to inflation.

Inflation is a nemesis of both the stock and bond markets because it causes
concern that the Federal Reserve will raise interest rates to slow the economy
and avert the inflationary threat. Higher interest rates cause bond prices to
decline and can divert funds away from the stock market into fixed-income
securities.

Smaller capitalization stocks have experienced somewhat of a "shakeout" in
recent weeks. The NASDAQ Composite Index, an unmanaged index of small company
stocks, was up 18.2% for the first five months of this year, but declined 4.7%
in June.

- ------------------------------------------------------------------------------
                       EV MARATHON SPECIAL EQUITIES FUND
           Ten largest stock holdings, by market value, as of 6/30/96

COMPANY                                             INDUSTRY
Federal Nat'l Mortgage..............................Finance
Anadarko Petroleum..................................Energy
FIserve, Inc........................................Bus. Products & Services
Cisco Systems, Inc..................................Electronics/Instruments
Boston Scientific Corp..............................Health Care
Consolidated Stores.................................Retailing
Ceridian Corp.......................................Bus. Products & Services
Circus Circus.......................................Entertainment/Leisure
T. Rowe Price Assoc.................................Finance
MiniMed, Inc........................................Health Care
- ------------------------------------------------------------------------------

Many investors consider this a natural and healthy reaction to some of the
market's excesses, which include unrealistically high valuations of Internet
stocks, heavy volume of initial public offerings (IPO's), and a large flow of
public money into aggressive stock mutual funds.

Despite the recent turmoil in the stock market, EV Marathon Special Equities
Fund has outperformed many of its peers. However, it is important to note that
past performance is no guarantee of future results. In the interview that
follows, manager Clifford Krauss highlights some of the successes of the past
six months, and provides insight into what recent events may portend.

Sincerely,

/s/ James B. Hawkes
James B. Hawkes
President
August 5, 1996

*It is not possible to invest directly in these indexes.
<PAGE>

- ------------------------------------------------------------------------------
MANAGEMENT REPORT

An interview with Clifford H. Krauss, Vice President and Manager of
SpecialEquities Portfolio.

Q.  CLIFF, HOW HAS THE EQUITY MARKET AS A WHOLE PERFORMED IN THE LAST SIX
    MONTHS?

A.  Despite its recent volatility, the stock market has been fairly strong in
    the last six months. This strength has been somewhat surprising because many
    analysts had predicted a correction by now. The market's volatility is the
    result of a rise in long-term interest rates, a prolonged economic
    expansion, and the lack of a major correction in six years. Over-the-counter
    stocks and IPO's - among the best performers so far this year - have also
    been among the most erratic.

    The Fund's performance has improved dramatically in recent months. We have
    outperformed both the S&P 500 and the Growth Fund averages for two major
    reasons. First, our patience in some stocks has finally paid off, and we've
    been able to reap the rewards of being long-term investors. And second,
    other stock sectors that had done poorly in the second half of last year
    have rebounded nicely.

Q.  WHAT SECTORS OF THE MARKET HAVE DONE WELL IN THIS SIX-MONTH PERIOD?

A.  The gaming and hotel industries have been among the strongest performing
    sectors this year. Other areas of strength include retailing, technology,
    and the specialized device manufacturing business. Energy companies -
    especially those involved in exploration - performed very well.

Q.  TO WHAT EXTENT HAS THE SPECIAL EQUITIES PORTFOLIO CAPITALIZED ON THE GROWTH
    OF THE MARKET?

A.  I think the portfolio has captured much of the growth of the market, but
    many of our stocks can be "idiosyncratic" - they are niche companies that
    are very growth-oriented, with distinctive businesses and products, and such
    stocks tend to create their own markets. Because we focus primarily on this
    high-growth part of the market, we do not participate in other segments such
    as insurance. In the energy area, we look at smaller exploration companies
    rather than the large oil conglomerates like Exxon. We have participated
    somewhat in the IPOmarket and have taken advantage of the good performance
    that has taken place there this year.

Q.  WHAT IS THE CORE FOCUS OF THE SPECIAL EQUITIES PORTFOLIO?

A.  This is a growth-oriented portfolio with a strong bias towards quality. We
    look for companies whose earnings-per-share are growing at 15% per year,
    which leads us to mid-sized companies. Most large companies are too big to
    grow at this rate, and many of the smaller companies are less proven and
    more volatile. We will look at some rapidly growing large-capitalization
    companies and some small-capitalization firms that have staying power and
    distinctive businesses, but we focus mainly on mid-size companies whose
    businesses make sense for the long-term.

Q.  CISCO SYSTEMS SEEMS TO BE A GREAT SUCCESS STORY - CAN YOU ELABORATE ON IT?

A.  We have owned this stock for several years, and were initially attracted by
    its rapid growth. Cisco designs and manufactures "routers," which are
    computer network switches that facilitate telecommunications and networking.
    These products can work in inter-office and intra-office (within an office)
    networks, and also on the Internet. Cisco's earnings have accelerated from a
    fairly large base, and it dominates the market for networking components.
    The company has stayed at the leading edge of technology through research
    and development and by acquiring companies that are breaking new ground, and
    its products are vital to its customers' businesses. Finally, investing in
    Cisco represents a sound way to capitalize on the growth of the Internet
    without buying a highly speculative stock.

Q.  WHAT OTHER SECTORS INTEREST YOU?

A.  Environmental services, or waste disposal, is a very interesting area that
    did well in the first half of this year and looks good going forward. While
    some of the large companies like Waste Management and Browning Ferris have
    had a tough time lately, there is a whole group of smaller companies - such
    as USA Waste, United Waste, and Sani-Fill - that are benefiting from a
    consolidation trend in the industry. When USA Waste acquired Sani-Fill, the
    stocks, both of which we owned, appreciated nicely.

    Broadcasting is another attractive area. The broadcasting industry is
    undergoing two major changes: first, recent legislation has led to an
    increase in mergers and acquisitions activity; and second, companies are
    improving their advertising cost-effectiveness by segmenting their markets
    into smaller demographic groups. We have invested in companies like Jacor, a
    radio company, and Gaylord Entertainment, which owns the Grand Old Opry and
    The Nashville Network. We also own shares in The Providence Journal a
    publishing firm that gets 80% of its revenue from television stations.

Q.  WHAT CAN SHAREHOLDERS OF THE FUND LOOK FORWARD TO IN THE SECOND HALF OF THIS
    YEAR?

A.  Many of the sectors that we have talked about should continue to do well,
    and some financial companies may perform better with the recent rise in
    interest rates. But because we are at the top of a long bull market, we may
    likely avoid such areas as the IPO sector that are now too speculative.
    Given the opportunity, we may also take profits in companies where we have
    had significant appreciation.

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

- ------------------------------------------------------------------------------
                      EV MARATHON SPECIAL EQUITIES FUND
                             FINANCIAL STATEMENTS

                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                          June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investment in Special Investment Portfolio (Portfolio), at
    value (Note 1A)                                               $2,348,673
  Receivable for Fund shares sold                                      1,125
  Receivable from Administrator (Note 6)                              28,373
  Deferred organization expenses (Note 1E)                            32,315
                                                                  ----------
      Total assets                                                $2,410,486
LIABILITIES:
  Payable to affiliate --
    Trustees' fees                                        $   23
  Accrued expenses                                         4,863
                                                          ------
      Total liabilities                                                4,886
                                                                  ----------
NET ASSETS for 187,000 shares of beneficial interest
    outstanding                                                   $2,405,600
                                                                  ==========
SOURCES OF NET ASSETS:
  Proceeds from sales of shares (including shares issued
    to shareholders electing to receive payment of
    distributions in shares), less cost of shares
    redeemed                                                      $2,109,811
  Unrealized appreciation of investments                             275,094
  Accumulated undistributed net realized gain on
    investments                                                       71,150
  Accumulated net investment loss                                    (50,455)
                                                                  ----------
      Total net assets                                            $2,405,600
                                                                  ==========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($2,405,600 / 187,000 shares of beneficial interest)              $12.86
                                                                    ======

    The accompanying notes are an integral part of the financial statements

<PAGE>

                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
                For the Six Months Ended June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio (net of foreign
    taxes, $7)                                                       $  3,977
  Interest income allocated from Portfolio                              3,693
  Expenses allocated from Portfolio                                    (6,496)
                                                                     --------
        Total investment income                                      $  1,174
  Expenses --
    Compensation of Trustees not members of the Investment
       Adviser's organization (Note 6)                      $    23
    Custodian fees (Note 1C)                                  1,748
    Distribution fees (Note 4)                                7,371
    Transfer and dividend disbursing agent fees               2,556
    Printing and postage                                     10,815
    Legal and accounting services                             9,340
    Registration fees                                        14,683
    Amortization of organization expenses (Note 1E)           4,543
                                                            -------
        Total expenses                                      $51,079
  Deduct --
    Preliminary allocation of expenses to the
       Administrator (Note 6)                                28,373
                                                            -------
      Net expenses                                                     22,706
                                                                     --------
          Net investment loss                                        $(21,532)
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
  Net realized gain on investments (identified cost basis)  $86,984
  Change in unrealized appreciation of investments           96,253
                                                            -------
        Net realized and unrealized gain on investments               183,237
                                                                     --------
          Net increase in net assets resulting from operations       $161,705
                                                                     ========

    The accompanying notes are an integral part of the financial statements

<PAGE>
FINANCIAL STATEMENTS (Continued)

                       STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                          SIX MONTHS
                                            ENDED            YEAR ENDED
                                        JUNE 30, 1996       DECEMBER 31,
                                         (UNAUDITED)            1995
                                           -------            -------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment loss                     $  (21,532)       $  (19,645)
    Net investment gain (loss) from
       Portfolio                                86,984           (12,271)
    Change in unrealized
       appreciation from Portfolio              96,253           169,703
                                            ----------        ----------
      Net increase in net assets
        resulting from operations           $  161,705        $  137,787
                                            ----------        ----------
  Distributions to shareholders --
    From net realized gain on  
       investment transactions              $   (2,614)       $    --
    In excess of realized loss                  --                (7,783)
                                            ----------        ----------
      Total distributions to
        shareholders                        $   (2,614)       $   (7,783)
                                            ----------        ----------
  Net increase in net assets from 
    Fund share transactions (Note 2)        $  860,136        $  633,799
                                            ----------        ----------
      Net increase in net assets            $1,019,227        $  763,803
NET ASSETS:
  At beginning of period                     1,386,373           622,570
                                            ----------        ----------
  At end of period                          $2,405,600        $1,386,373
                                            ==========        ==========

    The accompanying notes are an integral part of the financial statements

<PAGE>

                             FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------

                              SIX MONTHS
                                 ENDED            YEAR ENDED DECEMBER 31,
                              JUNE 30, 1996    -------------------------------
                               (UNAUDITED)          1995            1994*
                           -----------------  ---------------  --------------
NET ASSET VALUE --
   Beginning of period           $11.660          $ 9.810         $10.000
                                 -------          -------         -------
Income from operations:
  Net investment loss            $(0.115)         $(0.165)        $(0.021)
  Net realized and unrealized
    gain (loss) on investments     1.335            2.090          (0.169)
                                 -------          -------         -------
    Total income (loss) from                      
      investment operations      $ 1.220          $ 1.925         $(0.190)
                                 -------          -------         -------
Less distributions:
  From net realized gain         $(0.020)         $  --           $  --
  In excess of net realized loss    --             (0.075)           --
                                 -------          -------         -------
      Total distributions        $(0.020)         $(0.075)        $  --
                                 -------          -------         -------
NET ASSET VALUE - End of period  $12.860          $11.660         $ 9.810
                                 =======          =======         =======
TOTAL RETURN (2)                  10.48%           19.64%         (1.90)%
RATIOS/SUPPLEMENTAL DATA: (to                        
  average daily net assets)**                    
  Expenses(1)                      3.32%+           3.21%           3.05%+
  Net investment loss            (2.45)%+         (2.31)%         (2.00)%+
NET ASSETS AT END OF PERIOD                    
  (000'S OMITTED)                $ 2,406          $ 1,386          $  623

 + Computed on an annualized basis.
 * For the period from the start of business, August 22, 1994 to December
   31, 1994.
** The operating expenses of the Fund reflect an allocation of expenses to the
   Administrator. Had such action not been taken, net investment loss per share
   and the ratios would have been as follows:

    Net investment loss
      per share                  $(0.267)         $(0.617)        $(0.092)
                                 -------          -------         -------
    Ratios (to average daily
      net assets)
      Expenses(1)                  6.54%+           9.54%           9.55%+
      Net investment loss        (5.67)%+         (8.65)%+        (8.50)%+

(1) Includes the Fund's share of Special Investment Portfolio's allocated
    expenses.
(2) Total investment 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 payable date. Total return
    is not computed on an annualized basis.

    The accompanying notes are an integral part of the financial statements

<PAGE>
- ------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)

- ------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon Special Equities Fund (the Fund) a Massachusetts business trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company. The Fund is a series in
the Eaton Vance Special Investment Trust. The Fund invests all of its
investable assets in interests in the Special Investment 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 (3.13% at June 30,
1996). 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.

C. EXPENSE REDUCTION -- The Fund has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used
to offset custody fees. All significant reductions are reported as a reduction
of expenses in the Statement of Operations.

D. 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.

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

F. 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.

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. The tax treatment of distributions for the calendar year will be
reported to shareholders prior to February 1, 1997 and will be based on tax
accounting methods which may differ from amounts determined for financial
statement purposes.

H. USE OF ESTIMATES -- The preparation of the financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expense during the reporting period. Actual results
could differ from those estimates.

I. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to June 30, 1996 and for the six month period then ended have not been audited
by independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.

- ------------------------------------------------------------------------------

(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:
                                SIX MONTHS ENDED
                                  JUNE 30, 1996              YEAR ENDED
                                   (UNAUDITED)           DECEMBER 31, 1995
                             -----------------------  ------------------------
                              SHARES       AMOUNT       SHARES       AMOUNT
                               ------     ---------      ------     ---------
Sales                         146,850    $1,816,302     223,862    $2,433,937
Issued to shareholders
  electing to receive
  payment of distribution
  in Fund shares                  362         4,235         494         5,375
Redemptions                   (79,132)     (960,401)   (168,879)   (1,805,513)
                               ------    ----------      ------    ----------
    Net increase               68,080    $  860,136      55,477    $  633,799
                               ======    ==========      ======    ==========

- ------------------------------------------------------------------------------

(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$1,871,834 and $1,047,317, 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 accrue
amounts daily to the principal underwriter, Eaton Vance Distributors, Inc.
(EVD), equal to  1/365th of 0.75% of the Fund's average daily net assets, for
providing ongoing distribution services and facilities to the Fund. The Fund
will automatically discontinue accruals to EVD during any period in which
there are no outstanding Uncovered Distribution Charges, which are
approximately 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 the aggregate amount of
contingent deferred sales charges (see Note 5) and 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. Such
payments would cease upon termination of the distribution agreement (unless
made in accordance with another distribution agreement). As a result, the Fund
does not accrue amounts which may become payable to EVD in the future because
the conditions for recording any contingent liability under generally accepted
accounting principles have not been satisfied. EVD earned $6,580 for the six
months ended June 30, 1996, representing 0.75% (annualized) of average daily
net assets. At December 31, 1995, the amount of Uncovered Distribution Charges
of EVD calculated under the Plan was approximately $65,900.

  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. During the six
months ended June 30, 1996, the Fund provided for $791 under the Plan to the
Principal Underwriter and Authorized Firms. 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 where there
are no outstanding Uncovered Distribution Charges of EVD.

  Certain of the officers of the Fund and Directors of the Corporation are
officers and directors of EVD.

- ------------------------------------------------------------------------------

(5) CONTINGENT DEFERRED SALES CHARGES
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 or redemption after purchase, declining one
percentage point each 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 $5,215 of CDSC paid by shareholders for the six months
ended June 30, 1996.

- ------------------------------------------------------------------------------

(6) TRANSACTIONS WITH AFFILIATES
Eaton Vance Management (EVM) serves 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 reduce the net operating loss of the Fund for the
period ended June 30, 1996, $28,373 of expenses related to its operation were
allocated, on a preliminary basis, to EVM. 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. Certain of the officers and Trustees of the Fund and
Portfolio are officers and directors/trustees of the above organizations.
<PAGE>
                 --------------------------------------------
                         SPECIAL INVESTMENT PORTFOLIO
                           PORTFOLIO OF INVESTMENTS
                                JUNE 30, 1996
                                 (UNAUDITED)
- --------------------------------------------------------------------------
                   COMMON STOCKS - 102.2%
- --------------------------------------------------------------------------
NAME OF COMPANY                               SHARES       VALUE
- --------------------------------------------------------------------------
BEVERAGES - 0.9%
PepsiCo Inc.                                      20,000       $   707,500
International snack food, restaurant and                       -----------
  beverages.

BUSINESS PRODUCTS & SERVICES - 11.4%
BISYS Group, Inc.*                                22,000       $   830,500
Services financial institutions with
  computer, administrative and marketing
  support data processing services.
Ceridan Corp.                                     40,000         2,020,000
Provides payroll processing and other
  employer services, media and market
  research.
Danka Business Systems PLC, ADR                   20,000           585,000
An independent provider of maintenance and
  service for office copying machines.
FIserv Incorporated*                              93,500         2,805,000
Provider of data processing services to
  banks and savings institutions, benefiting
  from outsourcing trend.
G&K Services, Inc.                                42,200         1,202,700
Rents and launders uniforms and other
  textile products.
Intuit Inc.                                        5,000           236,250
Developer of financial software products.
Metromail Corp.                                   39,000           872,625
Sells consumer info, proprietary software
  and reference services.
                                                               -----------
                                                               $ 8,552,075
                                                               -----------
COMMUNICATIONS - 9.7%
Comcast Corp.                                     80,000       $ 1,470,000
Cable TV and Cellular telephone operator.
Intelcom Group, Inc.                              50,000         1,250,000
Provider of alternative access
  telecommunication services and
  international satellite uplink teleports.
Jacor Communications, Inc.                        35,000         1,080,625
Operator of radio and TV satations.
MFS Communications Co., Inc.*                     40,000         1,505,000
Provider of fiber-optic based
  telecommunications services primarily to
  businesses.
Nokia Corp.                                       35,000         1,295,000
International wireless handset and
  infrastructure equipment manufacturer.
Tele-Communications International, Inc.           40,000           705,000
Operates international cable TV systems.
                                                               -----------
                                                               $ 7,305,625
                                                               -----------
COMPUTER SOFTWARE - 3.5%
Banyan Inc.*                                      60,000       $   435,000
Provider of networking software products for
  large, complex computer networks.
3Com Corp.                                        15,000           686,250
Designs, manufactures and distributes
  intelligent hubs and other computer
  networking products.
Davidson & Associates, Inc.                       25,000           750,000
Developer and distributor of educational
  software products.
Inso Corp.                                        15,000           785,625
Developer of software tools used for
  proofing, reference and information
  management.
                                                               -----------
                                                               $ 2,656,875
                                                               -----------
ELECTRONICS & INSTRUMENTATION - 8.6%
Cisco Systems, Inc.*                              40,000       $ 2,265,000
Manufacturer of routers that connect
  computer networks.
Intel Corp.                                       20,000         1,468,750
World's leading semiconductor manufacturer,
  also produces microcomputer components,
  modules and systems.
Linear Technology Corp.                           20,000           600,000
Manufacturer of high performance linear
  integrated circuits.
MEMC Electronic Materials, Inc.                   25,000           968,750
Leading producer of silicon wafers used to
  create integrated circuits.
Mentor Graphics Corp.                             50,000           812,500
Developer of electronic design automation
  systems used in complex electronic
  products.
Xilinx Inc.                                       10,000           317,500
Supplier of programmable semiconductors.
                                                               -----------
                                                               $ 6,432,500
                                                               -----------
ENERGY - 7.3%
Anadarko Petroleum Corp.                          50,000       $ 2,900,000
A leading independent company in oil and gas
  exploration, development and production.
Belco Oil & Gas Corp.                             12,500           443,750
Oil and gas exploration, development and
  production.
Noble Drilling Corp.                              48,000           666,000
Oil and gas well drilling.
Triton Energy Ltd.                                30,000         1,458,750
International oil and gas exploration and
  development.
                                                               -----------
                                                               $ 5,468,500
                                                               -----------
ENTERTAINMENT & LEISURE - 8.9%
Circus Circus Enterprises, Inc.                   47,000       $ 1,927,000
Major casino facilities in Las Vegas. Also
  operates hotels.
Gaylord Entertainment                             36,750         1,038,188
Producer of The Nashville Network and
  Country Music Television Network and
  operator of the Opryland amusement park.
Harvey's Casino Resorts                           10,000           212,500
Owner and operator of hotel casinos.
ITT Corp.                                         20,000         1,325,000
Operator of Sheraton hotels, Caesar's
  Palace, resort casinos and Madison Square
  Garden.
MGM Grand, Inc.                                   20,000           797,500
Operator of MGM Grand Hotel in Las Vegas.
Mirage Resorts, Inc.                              25,000         1,350,000
Nevada based gaming resort operator.
                                                               -----------
                                                               $ 6,650,188
                                                               -----------
ENVIROMENTAL SERVICES - 3.9%
Sanfill Inc.                                      26,000       $ 1,280,500
Operator of primarily solid-waste facilities
  in 16 states.
United Waste Systems, Inc.                        20,000           645,000
Provider of collection and solid-waste
  disposal services primarily in secondary
  markets.
U.S.A. Waste Services, Inc.                       35,000         1,036,875
Operator of solid-waste lands fills and
  collection services, integrating several
  large recent acquisitions.
                                                               -----------
                                                               $ 2,962,375
                                                               -----------
FINANCE - 10.6%
Federal National Mortgage Association            120,000       $ 4,020,000
Leading factor in the secondary mortgage
  market.
Franklin Resources, Inc.                          20,000         1,220,000
One of the largest mutual fund organizations
  in the U.S.
MBNA Corp.                                        30,000           855,000
Bank holding company and world's leading
  issuer of Gold MasterCards.
T. Rowe Price Associates, Inc.                    60,000         1,845,000
Investment adviser to mutual funds,
  institutions and individuals.
                                                               -----------
                                                               $ 7,940,000
                                                               -----------
HEALTHCARE - 10.4%
Arterial Vascular Engineering, Inc.                2,100       $    76,125
Manufacturers coronary related medical
  devices.
Astra AB ADR Series B                             25,000         1,088,840
Swedish based, multinational pharmaceutical
  company.
Boston Scientific Corp.*                          50,000         2,250,000
Medical device manufacturer focusing
  primarily on disposable products in less
  invasive surgery procedures.
General Surgical Innovations, Inc.                 5,000            76,250
Developer of surgical devices.
MiniMed Inc.                                      60,000         1,785,000
Developer and manufacturer of medical
  devices focusing on diabetics.
Pfizer Inc.                                       10,000           713,750
International health care and pharmaceutical
  products.
Sofamor Danek Group, Inc.                         55,000         1,526,250
Leading developer/manufacturer of spinal
  implant devices. Company markets products
  internationally.
Vitalink Pharmacy Services, Inc.*                 12,500           290,625
Provider of pharmacy services to nursing
  homes and sub-acute care medical
  facilities.
                                                               -----------
                                                               $ 7,806,840
                                                               -----------
HOTELS & RESTAURANTS - 4.6%
Applebee's International, Inc.                    25,000       $   803,125
Franchisor and operator of casual themed
  restaurants.
Extended Stay America, Inc.                       19,000           598,500
Owner and operator of longer stay lodging
  facilities.
LaQuinta Inns, Inc.                               15,000           502,500
Owner/operator of modestly priced lodging
  chain.
Promus Hotel Corp.                                10,000           296,250
Owner and operator of Embassy Suite and
  Hampton Inn hotels.
Red Roof Inns, Inc.                               55,000           776,875
Owns and operates economy hotels in U.S.
Sun International Hotels Ltd.                     10,000           485,000
International operator of resort and casino
  hotels.
                                                               -----------
                                                               $ 3,462,250
                                                               -----------
INDUSTRIAL PRODUCTS - 1.3%
Greenfield Industries, Inc.                       30,000       $   990,000
A leading manufacturer of expendable cutting                   -----------
  tools and related products used in
  industrial applications.

INSURANCE - 8.5%
American International Group                      15,000       $ 1,479,375
One of the world's leading insurance
  companies, operating in 130 countries.
Mutual Risk Management Ltd.                       53,332         1,666,666
Specialty insurer focusing on workmen's
  compensation.
PMI Group, Inc.                                   23,000           977,500
Private mortgage insurer.
Progressive Corp.                                 30,000         1,387,500
Insurer focusing on high risk and standard
  auto coverage.
Renaissance Re Holdings Ltd.                      15,500           476,625
Provider of catastrophy reinsurance
  services.
Terra Nova Holdings                               25,000           400,000
Provides property, casualty, marine and life
  insurance.
                                                               -----------
                                                               $ 6,387,666
                                                               -----------
PUBLISHING - 3.4%
Providence Journal Co. Class A                    86,100       $ 1,323,787
Operates television stations and publishes
  newspapers.
Scholastic Corp.*                                 20,000         1,240,000
Publisher/distributor of children's books.
                                                               -----------
                                                               $ 2,563,787
                                                               -----------
RETAILING - 4.9%
Consolidated Stores Corp.*                        60,000       $ 2,205,000
Chain of close-out merchandise stores
  operating primarily under the Odd/Big Lots
  name.
Home Depot Inc.                                   20,000         1,080,000
Operator of a chain of retail warehouse-type
  stores selling building supply and home
  improvement products.
Lowes Companies                                   10,000           361,250
Retailer of building materials and supplies.
                                                               -----------
                                                               $ 3,646,250
                                                               -----------
SPECIALTY CHEMICALS - 2.8%
Great Lakes Chemical Corp.                        14,200       $   883,950
Leading producer of flame retardant and
  specialty intermediate chemicals.
Millipore Corp.                                   30,000         1,256,250
Manufacturer of membrane technology products
  used for chemical analysis and purification.
                                                               -----------
                                                               $ 2,140,200
                                                               -----------
TRANSPORTATION - 1.5%
Southwest Airlines Co.                            40,000       $ 1,165,000
Discount airline expanding throughout the U.S.                 -----------
    TOTAL COMMON STOCKS
      (IDENTIFIED COST, $51,277,639)                           $76,837,631
    OTHER ASSETS, LESS LIABILITIES - (2.2%)                     (1,618,717)
                                                               -----------
    TOTAL NET ASSETS - 100%                                    $75,218,914
                                                               ===========
*Non-income producing security.

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

                 --------------------------------------------
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                          June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
ASSETS:
  Investments, at value (Note 1A) (identified cost,
    $51,277,639)                                                 $76,837,631
  Cash                                                                   886
  Receivable for investments sold                                    140,081
  Dividends receivable                                                25,385
  Deferred organization expenses (Note 1E)                             9,744
                                                                 -----------
      Total assets                                               $77,013,727
LIABILITIES:
  Payable for investments purchased                  $1,414,000
  Demand note payable                                   365,000
  Payable to affiliate --
    Trustees' fees                                        1,700
  Accrued expenses                                       14,113
                                                     ----------
      Total liabilities                                            1,794,813
                                                                 -----------
NET ASSETS applicable to investors' interest in Portfolio        $75,218,914
                                                                 ===========
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and
    withdrawals                                                  $49,658,922
  Unrealized appreciation of investments (computed
    on the basis of identified cost)                              25,559,992
                                                                 -----------
      Total net assets                                           $75,218,914
                                                                 ===========

     The accompanying notes are an integral part of the financial statements
<PAGE>
                           STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
              For the Six Months Ended June 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividend income (net of foreign taxes, $242)                     $  168,281
  Interest income                                                     163,945
                                                                   ----------
      Total income                                                 $  332,226
  Expenses --
    Investment adviser fee (Note 3)                   $  235,242
    Compensation of Trustees not members of the
      Investment Adviser's organization (Note 3)           3,550
    Custodian fees (Note 1C)                              28,220
    Legal and accounting services                         10,547
    Amortization of organization expenses (Note 1E)        1,574
    Miscellaneous                                          2,925
                                                      ----------
      Total expenses                                                  282,058
                                                                   ----------
        Net investment income                                      $   50,168
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net realized gain on investments (identified cost
    basis)                                            $3,746,545
  Change in unrealized appreciation on investments     4,892,412
                                                      ----------
        Net realized and unrealized gain on
          investments                                               8,638,957
                                                                   ----------
          Net increase in net assets resulting from operations     $8,689,125
                                                                   ==========

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

                      STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED          
                                              JUNE 30, 1996     YEAR ENDED
                                               (UNAUDITED)    DECEMBER 31, 1995
                                              -------------   -----------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                      $     50,168     $     134,736
    Net realized gain on investment
      transactions                                3,746,545         4,131,300
    Change in unrealized appreciation of
      investments                                 4,892,412        10,473,926
                                               ------------     -------------
      Net increase in net assets from
        operations                             $  8,689,125     $  14,739,962
                                               ------------     -------------
  Capital transactions--
    Contributions                              $  4,992,539     $  14,400,870
    Withdrawals                                 (12,403,025)      (19,642,929)
                                               ------------     -------------
    Decrease in net assets resulting from
      capital transactions                     $ (7,410,486)    $  (5,242,059)
                                               ------------     -------------
      Total increase in net assets             $  1,278,639     $   9,497,903
NET ASSETS:
  At beginning of year                           73,940,275        64,442,372
                                               ------------     -------------
  At end of year                               $ 75,218,914     $  73,940,275
                                               ============     =============
- ------------------------------------------------------------------------------
                              SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------

                             SIX MONTHS
                                ENDED                  YEAR ENDED DECEMBER 31,
                            JUNE 30, 1996        ------------------------------
                             (UNAUDITED)          1995                 1994*
                            -------------         ----                 -----
RATIOS (As a percentage
  of average net assets):
  Expenses                      0.75%+            0.77%                 0.74%+
  Net investment income         0.13%+            0.19%                 0.20%+
PORTFOLIO TURNOVER                38%               81%                   19%
AVERAGE COMMISSION RATE 
  PAID (1)                     $0.058              --                    --
  + Computed on an annualized basis.
  * For the period from the start of business, August 1, 1994 to December 31,
    1994.
(1) Average commission rate paid is computed by dividing the total dollar amount
    of commissions paid during the fiscal year by the total number of shares
    purchased and sold during the fiscal year for which commissions were
    charged. For fiscal years beginning on or after September 1, 1995, a Fund is
    required to disclose its average commission rate per share for security
    trades on which commissions are charged.

   The accompanying notes are an integral part of the financial statements
<PAGE>
                 --------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)
- ------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Special Investment Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 as a diversified open-end investment company
which was organized as a trust under the laws of the State of New York on May
1, 1992. The Declaration of Trust permits the Trustees to issue beneficial
interests in the Portfolio. The following is a summary of significant
accounting policies of the Portfolio. The policies are in conformity with
generally accepted accounting principles.

A. SECURITY VALUATIONS -- Investments in securities traded on a national
securities exchange or in the NASDAQ National Market are valued on the basis
of the last reported sales prices on the last business day of the period. If
no sale is reported on that date, a security is valued, if quoted on such a
day, at not lower than the old bid price nor higher than the asked prices.
Prices on such exchanges will not be used for valuing debt securities if in
the Trustees judgment, some other valuation method more accurately reflects
the fair market value of such a security. Securities for which over-the-
counter market quotations are readily available are valued on the basis of the
mean between the last bid and asked prices. Short-term securities are valued
at cost, which approximates market value. All other securities and assets are
appraised to reflect their fair value as determined in good faith by the
Trustees.

B. INCOME 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 normally
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 investment income, net realized
capital gains, and any other items of income, gain, loss, deduction or credit.

C. EXPENSE REDUCTION -- The Fund has entered into an arrangement with its
custodian agent whereby interest earned on uninvested cash balances are used
to offset custody fees. All significant reductions are reported as a reduction
of expenses in the Statement of Additional Information.

D. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income is recorded on the ex-
dividend date. Realized gains and losses on the sale of investments are
determined on the identified cost basis.

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

F. USE OF ESTIMATES. -- The preparation of the financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenue and expense during the reporting period. Actual results
could differ from those estimates.

G. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating
to June 30, 1996 and for the six month period then ended have not been audited
by independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.

- ------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregrated $26,898,510 and $26,973,399, 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 at the annual rate of  5/8 of 1% of average daily net assets. For the six
months ended June 30, 1996, the fee amounted to $235,242. 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 services to the Portfolio
out of such investment adviser fee. Certain of the officers and Trustees of
the Portfolio are officers and directors/trustees of the above organizations.
Trustees of the Portfolio that are not affiliated with the Investment Adviser
may elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation Plan. For the
six months ended June 30, 1996, no significant amounts have been deferred.

- ------------------------------------------------------------------------------
(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 $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 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. At June 30,
1996, the Fund had an outstanding balance pursuant to the line of credit of
$365,000.

- ------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at June 30, 1996, as computed on a federal income tax basis, are as
follows:

Aggregate cost                                                     $51,277,639
                                                                   ===========
Gross unrealized appreciation                                      $26,648,301
Gross unrealized depreciation                                        1,088,309
                                                                   -----------
Net unrealized appreciation                                        $25,559,992
                                                                   ===========
<PAGE>

- ------------------------------------------------------------------------------
                            INVESTMENT MANAGEMENT

EV MARATHON         OFFICERS               TRUSTEES
SPECIAL EQUITIES    
FUND                JAMES B. HAWKES        M. DOZIER GARDNER
24 Federal Street   President, Trustee     President, Eaton Vance
Boston, MA 02110                           Management
                    CLIFFORD H. KRAUSS
                    Vice President         DONALD R. DWIGHT
                                           President, Dwight Partners, Inc.
                    JAMES L. O'CONNOR        Chairman, Newspapers of
                    Treasurer              New England, Inc.
                    
                    THOMAS OTIS            SAMUEL L. HAYES, III
                    Secretary              Jacob H. Schiff Professor of
                                           Investment Banking,
                                           Harvard University
                                           Graduate School of
                                           Business Administration
                    
                                           NORTON H. REAMER
                                           President and Director,
                                           United Asset
                                           Management Corporation
                    
                                           JOHN L. THORNDIKE
                                           Director,
                                           Fiduciary Company Incorporated
                    
                                           JACK L. TREYNOR
                                           Investment Adviser and
                                           Consultant
                    
                    -------------------------------------------------------
SPECIAL             OFFICERS
INVESTMENT                                 TRUSTEES
PORTFOLIO           JAMES B. HAWKES
24 Federal Street   President, Trustee     M. DOZIER GARDNER
Boston, MA 02110                           President, Eaton Vance
                    CLIFFORD H. KRAUSS     Management
                    Vice President and
                    Portfolio Manager      DONALD R. DWIGHT
                                           President, Dwight Partners, Inc.
                    JAMES L. O'CONNOR        Chairman, Newspapers of
                    Treasurer              New England, Inc.
                    
                    THOMAS OTIS            SAMUEL L. HAYES, III
                    Secretary              Jacob H. Schiff Professor of
                                           Investment Banking,
                                           Harvard University
                                           Graduate School of
                                           Business Administration
                    
                                           NORTON H. REAMER
                                           President and Director,
                                           United Asset
                                           Management Corporation
                    
                                           JOHN L. THORNDIKE
                                           Director,
                                           Fiduciary Company Incorporated
                    
                                           JACK L. TREYNOR
                                           Investment Adviser and
                                           Consultant
                   

<PAGE>


INVESTMENT ADVISER OF
SPECIAL INVESTMENT PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF
EV MARATHON SPECIAL EQUITIES FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537

TRANSFER AND DIVIDEND DISBURSING AGENT
First Data Investor Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

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
SPECIAL EQUITIES FUND
24 FEDERAL STREET
BOSTON, MA 02110
                                                                    M-SESRC-8/96

EV MARATHON
SPECIAL EQUITIES
FUND


SEMI-ANNUAL
SHAREHOLDER REPORT
JUNE 30, 1996



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