<PAGE>
INVESTMENT ADVISER OF
STOCK PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF EV MARATHON
STOCK FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110
PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 482-8260
CUSTODIAN
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
First Data Investor Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
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 STOCK FUND
24 FEDERAL STREET
BOSTON, MA 02110 M-STSRC-2/97
[Logo]
EV Marathon
Stock Fund
Annual
Shareholder Report
December 31, 1996
<PAGE>
TO SHAREHOLDERS
We are pleased to report that during the year ended December 31, 1996, EV
Marathon Stock Fund had a total return of 18.7%. This return, which did not
include the maximum 5% contingent deferred sales charge (CDSC), resulted from
an increase in net asset value to $13.90 per share from $12.25 per share and the
reinvestment of $0.080 in income dividends and $0.532 per share in capital gain
distributions.
By comparison, the average total return for mutual funds in the Lipper Growth &
Income Funds Category,* a group of 523 mutual funds investing in growth and
income stocks, was 20.8% during the year. The S&P 500,* an unmanaged index of
common stocks, recorded a total return of 22.9% for the same period.
According to the U.S. Commerce Departments quarterly Gross Domestic Product
(GDP) report, which totals the value of all goods and services produced in the
U.S., the economy experienced a year of respectable growth, low inflation, and
rising employment in 1996. This advantageous mix of economic factors helped
produce another good year for stock market investors.
The annualized GDP was 2.0%, 4.7%, 2.1%, and 4.7% for the four quarters of 1996.
Inflation, as measured by the Consumer Price Index (CPI), was 3.3% for the year
(not seasonally adjusted). Unemployment remained a low 5.3% in December.
Led by large capitalization, blue chip stocks, the stock market performed very
well for a second straight year. The Dow Jones Industrial Average,* a key blue
chip stock barometer, dropped by roughly 10% in July, but rallied to record
highs through the second half of the year to gain 28.8% by December 31. In the
pages that follow, Portfolio Manager Duncan W. Richardson provides a more
detailed commentary on the stock market and the Funds performance during the
year.
Although past performance is no guarantee of future returns, Eaton Vance
believes that investing in a combination of income-producing and growth stocks
will provide solid returns over the long term.
Sincerely,
/s/ James B. Hawkes
[Photo of James B. Hawkes] ---------------
James B. Hawkes
President
February 7, 1997
*It is not possible to invest directly in an index or a Lipper Category.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EV Marathon Stock Fund
The 10 largest common stock holdings*
Eastman Kodak Co. ................................................. Photography
Intel Corp. .................................................... Semiconductors
Conagra, Inc. ..................................................... Agriculture
Boeing Co. .................................................. Aerospace-Defense
Allstate Corp. ...................................................... Insurance
Triton Energy Ltd. ..................................................... Energy
Crown Cork & Seal, Inc. ............................................ Containers
Nokia Corp. ADR ...................................... Electronics-Instruments
Citicorp .............................................................. Banking
Home Depot, Inc. ..................................... Retail-Consumer services
*By market value as of 12/31/96. Holdings may change due to active management.
- --------------------------------------------------------------------------------
<PAGE>
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MANAGEMENT REPORT
An interview with Duncan W. Richardson, Vice President and Portfolio Manager of
Stock Portfolio.
Q. CONGRATULATIONS ON ANOTHER GOOD YEAR. WHAT WERE THE MAIN CHARACTERISTICS OF
1996 FROM AN INVESTMENT STANDPOINT?
A. 1996 was another strong year for the equity markets, on top of a very good
year in 1995. Together, 1995 and 1996 rank as two of the best consecutive
years in the Stock Portfolios history. As the market continued its expansion,
certain sectors experienced an increase in volatility. Technology stocks, for
example, rallied into May, corrected more than other sectors in the July
downturn, and then, on a selective basis, came back very strongly toward the
end of the year. Fortunately, the stocks with the best performance in 1996
were the high-quality, large capitalization companies in which this Portfolio
invests.
Q. THIS FUNDS RETURN EXCEEDED THAT OF THE AVERAGE EQUITY FUND. TO WHAT DO YOU
ATTRIBUTE THIS SUCCESS?
A. It was probably a combination of our selling discipline, which protects us on
the downside and helps preserve capital, and our opportunism in adding to
existing positions or acquiring new ones. Some funds were hurt by holding
certain volatile sectors, such as technology, at the wrong time. This Fund
establishes long-term core positions but actively manages them, taking some
profits and reinvesting when the opportunities arise. Hence, rather than
riding the ups and downs of the market, the Fund seeks to take advantage of
buying and selling opportunities in an effort to produce better performance
from its holdings.
Q. ARE THERE ANY COMPANIES THAT YOU WOULD LIKE TO HIGHLIGHT FOR SHAREHOLDERS
READING THIS REPORT?
[Photo of Duncan W. Richardson]
A. Duracell is an excellent example. We initiated our position in this company
on the basis of the underlying growth potential and then continued to add to
our position. Our positive viewpoint was shared by Gillette, who recently
acquired the company at a premium for stock. As a non-taxable transaction,
this became a double win for shareholders.
Other examples of long-term opportunities include Potash, Triton Energy, and
Crown Cork and Seal. Potash, a recent addition to the Portfolio, makes
fertilizer and, over the next several years, should capitalize on the demand
from developing countries for this product. Potash's share price has
appreciated 29% in the past six months, but more importantly, the company
appears to have very good growth prospects. Triton Energy is an international
oil exploration and production company, while Crown Cork and Seal, after a
recent merger, is the largest container manufacturer in the world. All four
of these companies fit our model of growth companies that are well-positioned
in their industries, with worldwide market opportunities.
Q. HOW MUCH OF A GLOBAL PRESENCE DO THE HOLDINGS IN THIS FUND HAVE?
A. For the Fund in general, we like companies which have opportunities to grow
their businesses overseas, particularly if those opportunities are not fully
reflected in the stock price. Most of our current top holdings fall into this
category, including Intel, Citicorp, Nokia, Bank of Boston, Eli Lilly,
Boeing, Duracell, Procter & Gamble, and Xerox just to name a few.
Q. DOES THIS PORTFOLIO HAVE A GREAT DEAL OF TURNOVER?
A. The turnover rate has been somewhat higher than normal in recent years simply
because the market has been more volatile. Some stocks have performed far
better than we expected in a short period of time. As our targets were met, I
have taken gains and reinvested in other opportunities.
Our selling discipline for investments that are underperforming also
increases turnover, but has two offsetting benefits. First, and most
important, recognizing mistakes early on helps to preserve capital. Second,
by taking losses when necessary, we can reduce the negative tax consequences
of high distributions to taxable shareholders.
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HIGH-QUALITY STOCK HOLDINGS REAPED BENEFITS OF BLUE CHIP RALLY IN 1996 ...
HYPOTHETICAL INVESTMENTS OF $10,000 IN DOW JONES
INDUSTRIAL AVERAGE AND THE RUSSELL 2000 STOCK INDEX+
1996 Dow Jones & Russell 2000 Indexes
DOW JONES RUSSELL 2000
12/31/95 10,000 10,000
1/31/96 10,564 10,062
2/29/96 10,761 10,301
3/31/96 10,980 10,514
4/30/96 10,966 11,072
5/31/96 11,133 11,509
6/30/96 11,177 11,036
7/31/96 10,950 10,072
8/31/96 11,145 10,657
9/30/96 11,695 11,073
10/31/96 12,011 10,903
11/30/96 13,014 11,352
12/31/96 12,891 11,649
+The Dow Jones Industrial Average is an unmanaged index of 30 large
capitalization industrial stocks traded in the U.S. The Russell 2000 Stock
Index is an index of 2,000 small capitalization stocks, many of which are in
the technology sector. It is not possible to invest directly in an index.
WHILE INVESTING IN A DIVERSIFIED
ARRAY OF ECONOMIC SECTORS ...
SECTOR BREAKDOWN AS OF 12/31/96*
Finance & Insurance ................... 12.5%
Consumer Non-Durables ................. 12.0%
Health Care ........................... 10.4%
Business Products & Services .......... 9.2%
REITs ................................. 6.8%
Banks ................................. 5.2%
Retail ................................ 4.6%
Energy ................................ 4.3%
Semiconductors ........................ 3.7%
Aerospace ............................. 3.0%
Telecom. Equipment .................... 2.6%
Publishing ............................ 2.3%
Computer & Bus. Equip. ................ 2.1%
Other Common Stock .................... 6.0%
Conv. Pref. Stock ..................... 5.6%
Convertible Bonds ..................... 3.5%
Cash/Short-Term Investments ........... 6.2%
*By market value as % of net assets on date shown. Sectors
subject to change due to active portfolio management.
- --------------------------------------------------------------------------------
Q. WITH THE CURRENT DIVIDEND YIELD IN THE MARKET AT A LOW, WHAT STRATEGIES DO
YOU USE TO MAINTAIN OR INCREASE THE DIVIDEND YIELD OF THE STOCK PORTFOLIO?
A. With the current dividend yield on the market around 2%, yield is hard to
produce. We have used financial stocks, such as Fleet Financial, with a yield
of 3.4%, and Bank of Boston, with a yield of 2.5%. We also use real estate
investment trusts (REITs) to boost the Portfolios yield, and this has worked
well. REITs had some trouble in 1995, but did very well in 1996 and can
provide good total returns over the longer term. Finally, we invest in some
telecommunications stocks and convertible preferred stocks, which typically
provide better-than-average dividend yields.
Q. MANY ANALYSTS EXPECT THE FAVORABLE ECONOMIC CONDITIONS OF 1996 TO CONTINUE
INTO 1997. DO YOU AGREE?
A. Yes, but with a caveat. Investors who are new to the stock market should keep
in mind that, although we have been in a positive economic environment for
quite some time, the business cycle has not gone away. Eventually, we will
see a downturn and in all likelihood a recession and the stock market could
exhibit a considerable reaction. Many new investors in the stock market have
never experienced a 15% or 20% correction, and they should be aware that it
is indeed a very real possibility.
In the short term, I am cautiously optimistic. We have a delicate balance of
low inflation, low interest rates, and improving corporate earnings. Absent
any external shocks, the conditions could be in place for a third straight
year of excess returns in 1997. More likely, however, would be a year of
returns closer to, or below, the 11% historic annual average for the U.S.
stock market. I would also expect more volatility in the market in 1997
because of some extended valuations and the tremendous inflow of new money.
In my opinion, stock performance next year will be related much more directly
to earnings results than it was this year. In this environment, a vehicle
like the Stock Portfolio, in which the EV Marathon Stock Fund invests, makes
sense because it balances risks and rewards by continuing to seek the most
attractive areas and companies in the market.
<PAGE>
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
EV MARATHON STOCK FUND AND THE STANDARD & POOR'S 500
From August 31, 1994, through December 31, 1996
AVERAGE ANNUAL 1 Life Value at
RETURNS Year of Fund* 12/31/96
- --------------------------------------------------------------------------------
With CDSC 13.7% 16.7% $14,238
- --------------------------------------------------------------------------------
Without CDSC 18.7% 18.0% $14,638
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EV MARATHON STOCK FUND vs. S&P 500
Date Fund/NAV Fund w/CDSC* S&P 500
- --------------------------------------------------------------------------------
8.31.94+ $10,000 $14,238 $10,000
9.30.94 $ 9,743 $14,238 $ 9,754
10.31.94 $ 9,803 $14,238 $ 9,981
11.31.94 $ 9,358 $14,238 $ 9,610
12.31.94 $ 9,487 $14,238 $ 9,752
1.31.95 $ 9,437 $14,238 $10,011
2.28.95 $ 9,783 $14,238 $10,394
3.31.95 $10,168 $14,238 $10,701
4.30.95 $10,385 $14,238 $11,026
5.31.95 $10,790 $14,238 $11,452
6.30.95 $10,977 $14,238 $11,721
7.31.95 $11,387 $14,238 $12,119
8.31.95 $11,585 $14,238 $12,140
9.30.95 $11,743 $14,238 $12,652
10.31.95 $11,649 $14,238 $12,615
11.30.95 $12,076 $14,238 $13,158
12.31.95 $12,331 $14,238 $13,413
1.31.96 $12,548 $14,238 $13,876
2.28.96 $12,508 $14,238 $13,997
3.31.96 $12,618 $14,238 $14,133
4.30.96 $12,803 $14,238 $14,350
5.31.96 $13,147 $14,238 $14,706
6.30.96 $13,259 $14,238 $14,767
7.31.96 $12,641 $14,238 $14,120
8.31.96 $13,077 $14,238 $14,414
9.30.96 $13,604 $14,238 $15,224
10.31.96 $13,883 $14,238 $15,649
11.30.96 $14,684 $14,238 $16,825
12.31.96 $14,638 $14,238 $16,492
*FUND, ASSUMING ENTIRE INVESTMENT WAS REDEEMED ON 12/31/96 & MAX. APPLICABLE
CONTINGENT DEFERRED SALES CHARGE DEDUCTED FROM PROCEEDS
Past performance is not indicative of future results. Investment returns and
principal value 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 8/17/94. +Index information
is available only at month-end; therefore, the line comparison begins at the
next month-end following the commencement of the Fund's investment operations.
THE FUND'S PERFORMANCE
In accordance with guidelines issued by the Securities and Exchange Commission,
the above performance chart compares the Fund's total return with that of a
broad-based securities market index. The lines on the chart represent the total
returns of $10,000 hypothetical investments in the Fund and the S&P 500 Stock
Index.
TOTAL RETURN FIGURES
The solid line on the chart represents the Fund's performance. The Fund's total
return reflects Fund expenses, fees and Portfolio transaction costs, and assumes
the reinvestment of income dividends and capital gains distributions. The second
dollar figure listed for the Fund reflects the Funds 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; 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 Index's total return does
not reflect any commissions or expenses that would be incurred if an investor
purchased or sold the securities represented in the Index. It is not possible to
invest directly in the Index.
<PAGE>
EV MARATHON STOCK FUND
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
December 31, 1996
- ------------------------------------------------------------------------------
ASSETS:
Investment in Stock Portfolio (Portfolio),
at value (Note 1A) $12,217,300
Receivable for Fund shares sold 1,143
Receivable from administrator (Note 6) 23,100
Deferred organization expenses (Note 1E) 25,040
-----------
Total assets $12,266,583
LIABILITIES:
Dividends payable $113,752
Payable for Fund shares redeemed 1,142
Payable Trustees' fees - 142
Accrued expenses 8,579
--------
Total liabilities 123,615
-----------
NET ASSETS for 873,765 shares of beneficial interest
outstanding $12,142,968
===========
SOURCES OF NET ASSETS:
Paid-in capital $10,113,998
Unrealized appreciation of investments 1,827,001
Accumulated net realized gain on investment
transactions 196,373
Undistributed net investment income 5,596
-----------
Total net assets $12,142,968
===========
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($12,142,968 / 873,765 shares of beneficial interest
outstanding) $13.90
======
The accompanying notes are an integral part of the financial statements
<PAGE>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------
For the Year Ended December 31, 1996
- ------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
Dividend income allocated from Portfolio (net of
withholding taxes of $617) $ 234,507
Interest income allocated from Portfolio 30,343
Expenses allocated from Portfolio (72,718)
----------
Total investment income $ 192,132
Expenses -
Compensation of Trustees not members of the
Investment Adviser's organization (Note 6) $ 281
Custodian fee 3,110
Distribution and service fees (Note 4) 86,377
Transfer and dividend disbursing agent fees 9,379
Printing and postage 18,221
Legal and accounting services 10,785
Registration fees 20,259
Amortization of organization expenses (Note 1E) 9,150
Miscellaneous 1,340
----------
Total expenses $ 158,902
Deduct -
Allocation of expenses to the administrator
(Note 6) 23,100
----------
Net expenses 135,802
----------
Net investment income $ 56,330
REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:
Net realized gain (identified cost basis) -
Investment transactions $ 627,523
Written option transactions 11,116
----------
Net realized gain on investment transactions $ 638,639
Change in unrealized appreciation of investments 1,094,269
----------
Net realized and unrealized gain on investments $1,732,908
----------
Net increase in net assets resulting from operations $1,789,238
==========
The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1995
---- ----
INCREASE IN NET ASSETS:
From operations -
Net investment income $ 56,330 $ 26,235
Net realized gain on investment
transactions 638,639 118,270
Change in unrealized appreciation
on investments 1,094,269 749,420
----------- ----------
Net increase in net assets of
investments $ 1,789,238 $ 893,925
----------- ----------
Distributions to shareholders -
From net investment income $ (57,661) $ (19,603)
From net realized gain on
investments (444,768) (107,649)
----------- ----------
Total distributions to
shareholders $ (502,429) $ (127,252)
----------- ----------
Net increase in net assets from Fund
share transactions (Note 2) $ 3,519,980 $5,503,696
----------- ----------
Net increase in net assets $ 4,806,789 $6,270,369
NET ASSETS:
At beginning of year $ 7,336,179 1,065,810
----------- ----------
At end of year (including
undistributed net investment income
of $5,596 and $6,408, respectively) $12,142,968 $7,336,179
=========== ==========
The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994*
---- ---- ----
NET ASSET VALUE - beginning of year $12.250 $ 9.610 $10.000
------- ------- -------
Income from investment operations:
Net investment income (loss) $ 0.075 $ 0.060 $(0.010)
Net realized and unrealized gain (loss) on
investments 2.187 2.815 (0.380)
------- ------- -------
Total income (loss) from investment
operations $ 2.262 $ 2.875 $(0.390)
------- ------- -------
Less distributions:
From net investment income $(0.080) $(0.036) --
From net realized gain on investments (0.532) (0.199) --
------- ------- -------
Total distributions $(0.612) $(0.235) --
------- ------- -------
NET ASSET VALUE - end of year $13.900 $12.250 $ 9.610
======= ======= =======
TOTAL RETURN(2) 18.71% 29.98% (3.90)%(3)
RATIOS/SUPPLEMENTAL DATA: (to average daily
net assets)***
Expenses(1) 2.09% 2.32% 3.25%+
Net investment income (loss) 0.57% 0.71% (0.74)%+
NET ASSETS AT END OF YEAR (000'S OMITTED) $12,143 $ 7,336 $ 1,066
Note: Certain per share amounts have been calculated using average shares
outstanding during the period ended 12/31/94.
+ Computed on an annualized basis.
* For the period from the start of business, August 17, 1994, to December 31,
1994.
(1) Includes the Fund's share of Stock Portfolio's allocated expenses.
(2) Total return is calculated assuming a purchase at the net asset value on
the first day and a sale at the net asset value of 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.
(3) Total return is not computed on an annualized basis.
*** The expenses related to the operation of the Fund reflect an allocation of
expenses to the administrator. Had such action not been taken, net
investment income (loss) per share and the ratios would have been as
follows:
NET INVESTMENT INCOME (LOSS) PER SHARE $ 0.018 $(0.022) $ (0.016)
RATIOS (to average daily net assets):
Expenses 2.33% 3.66% 3.81%+
Net investment income (loss) 0.33% (0.63%) (0.18%)+
The accompanying notes are an integral part of the financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
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(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon Stock 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 Stock 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 (9.9% at December 31, 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 are
discussed in Note 1A 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 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.
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$477,791 as capital gain dividends for its taxable year ended December 31, 1996.
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 a trade date basis.
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. Permanent
differences between book and tax accounting relating to distributions are
reclassified to paid-in capital, with no impact to the net asset value of the
Fund.
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
income and expense during the reporting period. Actual results could differ from
those estimates.
- ------------------------------------------------------------------------------
(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 (with no par value).
Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995
-------------------- --------------------
SHARES AMOUNT SHARES AMOUNT
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Sales 502,161 $6,401,841 681,373 $7,710,688
Issued to shareholders electing to
receive payment of distribution in
Fund shares 28,362 378,659 9,235 111,558
Redemptions (255,733) (3,260,520) (202,565) (2,318,550)
------- ---------- ------- ----------
Net increase 274,790 $3,519,980 488,043 $5,503,696
======= ========== ======= ==========
</TABLE>
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$6,481,805 and $3,434,210, 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 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 $74,601 for the year
ended December 31, 1996 representing 0.75% of average daily net assets. At
December 31, 1996, the amount of Uncovered Distribution Charges of EVD
calculated under the Plan was approximately $320,716.
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 of the Fund 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 year ended December 31, 1996, the Fund provided for $11,776
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 CHARGE (CDSC)
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 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 $33,808
of CDSC paid by shareholders for the year ended December 31, 1996.
- ------------------------------------------------------------------------------
(6) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Eaton Vance serves only as the administrator of the Fund, but receives no
compensation. The administrator assumed $23,100 of the Funds' expenses for the
year ended December 31, 1996. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of Eaton Vance Management (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 organization,
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 trustees of the above organizations.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
EV MARATHON STOCK FUND:
We have audited the accompanying statement of assets and liabilities of EV
Marathon Stock Fund, a series of Eaton Vance Special Investment Trust, as of
December 31, 1996, the related statements of operations for the year then ended,
the changes in net assets for each of the two years then ended and the financial
highlights for each of the two years then ended and for the period from August
17, 1994 (start of business) to December 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 audits 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
December 31, 1996 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 Stock Fund, a series of Eaton Vance Special Investment Trust, as of
December 31, 1996, the results of its operations for the year then ended, and
the changes in its net assets for each of the two years then ended and the
financial highlights for each of the two years then ended and for the period
from August 17, 1994 (start of business) to December 31, 1994, in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
JANUARY 31, 1997
<PAGE>
-----------------------------------
STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996
- ----------------------------------------------------------------------------
COMMON STOCKS -- 84.7%
- ----------------------------------------------------------------------------
SHARES SECURITY VALUE
- ----------------------------------------------------------------------------
AEROSPACE - 3.0%
35,000 Boeing Co. $ 3,723,125
------------
BANKS - 5.2%
30,000 Bank of Boston Corp. $ 1,927,500
30,332 Citicorp 3,124,196
26,766 Fleet Financial Group, Inc. 1,334,954
------------
$ 6,386,650
------------
BASIC MATERIALS - 0.8%
80,000 J & L Specialty Steel, Inc. $ 910,000
------------
BROADCASTING - 0.4%
25,000 Comcast Corp., Class A $ 445,313
------------
BUSINESS PRODUCTS & SERVICES - 9.2%
65,000 Automatic Data Procesing, Inc. $ 2,786,875
40,000 Corning, Inc. 1,850,000
60,000 Crown Cork & Seal, Inc. 3,262,500
20,000 Electronic Data Systems Corp. 865,000
30,000 Potash Corp. 2,550,000
------------
$ 11,314,375
------------
COMPUTER & BUSINESS EQUIPMENT - 2.1%
50,000 Xerox Corp. $ 2,631,250
------------
CONSUMER NON-DURABLES - 12.0%
76,063 Conagra, Inc. $ 3,784,134
35,000 Duracell International, Inc. 2,445,625
65,000 Eastman Kodak Co. 5,216,250
70,000 Pepsico, Inc. 2,047,500
12,100 Procter & Gamble Co. 1,300,750
------------
$ 14,794,259
------------
ENERGY - 4.3%
10,000 Exxon Corp. $ 980,000
40,000 Occidental Petroleum Corp. 935,000
70,000 Triton Energy Ltd.* 3,395,000
------------
$ 5,310,000
------------
FINANCE & INSURANCE - 12.5%
60,540 Allstate Corp. $ 3,503,753
25,000 American International Group 2,706,250
75,000 Federal National Mortgage Association 2,793,750
20,000 Marsh & McLennan Cos., Inc. 2,080,000
30,000 MGIC Investment Corp. 2,280,000
30,000 Progressive Corp. 2,021,250
------------
$ 15,385,003
------------
HEALTHCARE - 10.4%
25,000 Astra AB, A Shares, ADR $ 1,225,000
30,000 Astra AB, B Shares, ADR 1,445,511
55,000 Baxter International, Inc. 2,255,000
30,000 Johnson & Johnson Co. 1,492,500
20,000 Lilly (Eli) & Co. 1,460,000
10,000 Pfizer, Inc. 828,750
30,000 Pharmacia & Upjohn, Inc. 1,188,750
90,000 Vencor, Inc.* 2,846,250
------------
$ 12,741,761
------------
HOUSING - 1.5%
60,000 Newell Co. $ 1,890,000
------------
LODGING & GAMING - 1.7%
70,000 Promus Hotel Corp.* $ 2,073,750
------------
PAPER & FOREST PRODUCTS - 1.6%
50,000 Rayonier, Inc. $ 1,918,750
------------
PUBLISHING - 2.3%
60,000 McGraw-Hill, Inc. $ 2,767,500
------------
REITS - 6.8%
30,000 Beacon Properties Corp. $ 1,098,750
11,000 Cali Realty Corp. 339,625
20,000 Equity Residential Properties Trust 825,000
25,000 Highwood Properties, Inc. 843,750
40,000 Nationwide Health Properties, Inc. 970,000
20,000 Post Properties, Inc. 805,000
18,000 Redwood Trust, Inc. 670,500
25,000 ROC Communities, Inc. 693,750
20,000 Storage USA, Inc. 752,500
25,000 Sun Communities, Inc. 862,500
14,200 Trinet Corporate Realty Trust, Inc. 504,100
------------
$ 8,365,475
------------
RETAIL - 4.6%
65,000 CVS Corp. $ 2,689,375
60,000 The Home Depot, Inc. 3,007,500
------------
$ 5,696,875
------------
SEMICONDUCTORS - 3.7%
35,000 Intel Corp. $ 4,582,812
------------
TELECOMMUNICATIONS EQUIPMENT - 2.6%
55,000 Nokia Corp., ADR $ 3,169,375
------------
TOTAL COMMON STOCKS
(IDENTIFIED COST, $79,726,807) $104,106,273
------------
- ----------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS - 5.6%
- ----------------------------------------------------------------------------
140,000 Freeport McMoRan Copper & Gold, 5s $ 3,885,000
15,000 Frontier Financing Trust, 6.25s* 768,750
10,000 Tejas Gas Corp., 5.25s 597,500
10,000 Valero Energy Corp., 6.25s 577,500
25,000 Sun America, Inc., 3.188s 1,056,250
------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(IDENTIFIED COST, $5,716,186) $ 6,885,000
------------
- ----------------------------------------------------------------------------
CONVERTIBLE BONDS - 3.5%
- ----------------------------------------------------------------------------
FACE AMOUNT
(000'S OMITTED)
- ----------------------------------------------------------------------------
$2,920 INCO Ltd., 5.75s, 7/1/04 $ 3,533,200
840 Scandinavian Broadcasting System,
7.25s, 8/1/05 789,600
------------
TOTAL CONVERTIBLE BONDS
(IDENTIFIED COST, $4,055,000) $ 4,322,800
------------
- ----------------------------------------------------------------------------
CORPORATE BOND - 0.0%
- ----------------------------------------------------------------------------
$ 50 H. P. Hood & Son, 7.50s, 2/1/01 $ 39,400
------------
TOTAL CORPORATE BOND
(IDENTIFIED COST, $50,000) $ 39,400
------------
- ----------------------------------------------------------------------------
SHORT TERM INVESTMENTS - 5.7%
- ----------------------------------------------------------------------------
FACE AMOUNT
(000'S OMITTED) SECURITY VALUE
- ----------------------------------------------------------------------------
$3,951 Associates Corp. of North America,
6.5s, 1/2/97 $ 3,950,287
3,023 General Electric Capital Co., 6s, 1/2/97 3,022,496
------------
TOTAL SHORT TERM INVESTMENTS
AT AMORTIZED COST $ 6,972,783
------------
TOTAL INVESTMENTS - 99.5%
(IDENTIFIED COST, $96,520,776) $122,326,256
OTHER ASSETS, LESS LIABILITIES - 0.5% 636,892
------------
NET ASSETS - 100% $122,963,148
============
*Non-income producing security.
REIT -- Real Estate Investment Trust
ADR -- American Depository Receipt
The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------
STOCK PORTFOLIO
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------------------------------------
December 31, 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments, at value (Note 1A) (identified cost, $96,520,776) $122,326,256
Cash 1,519
Receivable for investments sold 641,278
Interest receivable 110,888
Dividends receivable 231,896
Deferred organization expenses (Note 1D) 8,461
Tax reclaim receivable 21,656
------------
Total assets $123,341,954
LIABILITIES:
Payable for investments purchased $120,500
Written options, at value (premium received $61,335) 243,125
Payable to affiliate --
Trustees fees 2,065
Accrued expenses 13,116
--------
Total liabilities 378,806
------------
NET ASSETS applicable to investors' interest in Portfolio $122,963,148
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and withdrawals $ 97,339,457
Unrealized appreciation of investments and written options
(computed on the basis of identified cost) 25,623,691
------------
Total net assets $122,963,148
============
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 346,215
Dividends (net of withholding tax of $8,319) 2,692,262
-----------
Total income 3,038,477
Expenses --
Investment adviser fee (Note 3) $ 706,803
Compensation of Trustees, not members of the Investment Adviser's
organization (Note 3) 9,090
Custodian fee 79,008
Legal and accounting services 28,096
Amortization of organizational expenses (Note 1D) 3,258
-----------
Total expenses $ 826,255
-----------
Net investment income 2,212,222
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (identified cost basis) --
Investment transactions $14,593,864
Written option transactions 122,298
-----------
Net realized gain on investment transactions $14,716,162
Change in unrealized appreciation of investments and written options 4,346,638
-----------
Net realized and unrealized gain on investments $19,062,800
-----------
Net increase in net assets resulting from operations $21,275,022
===========
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 2,212,222 $ 2,228,398
Net realized gain on investment transactions 14,716,162 10,222,803
Change in unrealized appreciation of investments 4,346,638 14,953,494
------------ ------------
Net increase in net assets resulting from operations $ 21,275,022 $ 27,404,695
------------ ------------
Capital transactions --
Contributions $ 9,663,514 $ 13,753,042
Withdrawals (15,692,663) (18,959,497)
------------ ------------
Net decrease in net assets resulting from capital transactions $ (6,029,149) $ (5,206,455)
------------ ------------
Net increase in net assets $ 15,245,873 $ 22,198,240
NET ASSETS:
At beginning of year 107,717,275 85,519,035
------------ ------------
At end of year $122,963,148 $107,717,275
============ ============
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1996 1995 1994*
------------ ------------ ------------
<S> <C> <C> <C>
RATIOS (to average daily net assets):
Expenses 0.73% 0.75% 0.73%+
Net investment income 1.96% 2.30% 2.45%+
PORTFOLIO TURNOVER 114% 108% 28%
AVERAGE COMMISSION RATE PAID(1) $0.0579 -- --
+Computed on an annualized basis.
*For the period from the start of business, August 1, 1994, to December 31, 1994.
(1)For fiscal year 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. Average commissions 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.
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE>
-----------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Stock 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 amortized 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 Internal Revenue 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 Portfolio 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. 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. OTHER -- Investment transactions are accounted for on a trade date basis.
F. WRITTEN OPTIONS -- The Portfolio may write call or put options for which
premiums are received and are recorded as liabilities, and are subsequently
adjusted to the current value of the options written. Premiums received from
writing options which expire are treated as realized gains. Premiums received
from writing options which are exercised or are closed are offset against the
proceeds or amount paid on the transaction to determine the realized gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities purchased by the Portfolio. The Portfolio as a writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the securities underlying the written option.
G. 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
income and expenses during the reporting period. Actual results could differ
from those estimates.
- --------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $124,512,639 and $131,656,035, 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 year
ended December 31, 1996, the fee amounted to $706,803. 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 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 year ended December 31, 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 committed $120 million unsecured line of credit
agreement with a group of banks. The Portfolio may temporarily borrow from the
line of credit to satisfy redemption requests or settle investment transactions.
Interest is charged to each portfolio or fund based on its borrowings at an
amount above the banks, adjusted certificate of deposit rate, eurodollar rate or
federal funds rate. In addition, a fee computed at an annual rate of 0.15% on
the daily unused portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter. The Portfolio did
not have any significant borrowings or allocated fees during the year ended
December 31, 1996.
- --------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at December 31, 1996, as computed on a federal income tax basis, were as
follows:
Aggregate cost $96,450,080
===========
Gross unrealized appreciation $26,380,933
Gross unrealized depreciation 504,757
-----------
Net unrealized appreciation $25,876,176
===========
- --------------------------------------------------------------------------------
(6) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance-sheet
risk in the normal course of its investing activities and to assist in managing
exposure to market risks such as interest rates and foreign currency exchange
rates. These financial instruments include written options. The notional or
contractual amounts of these instruments represent the investment the Portfolio
has in particular classes of financial instruments and do not necessarily
represent the amounts potentially subject to risk. The measurement of the risks
associated with these instruments is meaningful only when all related and
offsetting transactions are considered. A summary of obligations under these
financial instruments at December 31, 1996 is as follows:
Written Option Transactions
Transactions in written options for the year ended December 31, 1996 were as
follows:
NUMBER
OF CONTRACTS
(000'S OMITTED) PREMIUMS
--------------- --------
Outstanding, beginning of year -- --
Options written 500 $184,960
Options exercised (300) (32,750)
Options expired (100) (90,875)
--- --------
Outstanding, end of year 100 $ 61,335
=== ========
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND INVESTORS OF
STOCK PORTFOLIO:
We have audited the accompanying statement of assets and liabilities of Stock
Portfolio, including the portfolio of investments, as of December 31, 1996, the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years then ended and the supplementary
data for each of the two years then ended and for the period from August 1, 1994
(start of business) to December 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 audits 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
December 31, 1996 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 Stock
Portfolio, as of December 31, 1996, the results of its operations for the year
then ended, the changes in its net assets for each of the two years then ended
and the supplementary data for each of the two years then ended and for the
period from August 1, 1994 (start of business) to December 31, 1994, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
JANUARY 31, 1997
<PAGE>
-----------------------------------
INVESTMENT MANAGEMENT
EV MARATHON OFFICERS TRUSTEES
STOCK FUND
24 Federal Street JAMES B. HAWKES M. DOZIER GARDNER
Boston, MA 02110 President, Trustee Vice Chairman, Eaton Vance
Management
CLIFFORD H. KRAUSS
Vice President DONALD R. DWIGHT
President, Dwight Partners, Inc.
EDWARD E. SMILEY, JR. Chairman, Newspapers of
Vice President New England, Inc.
JAMES L. O'CONNOR SAMUEL L. HAYES, III
Treasurer Jacob H. Schiff Professor of
Investment Banking, Harvard
THOMAS OTIS University Graduate School of
Secretary Business Administration
NORTON H. REAMER
President, United Asset
Management Corporation
JOHN L. THORNDIKE
Director, Fiduciary Company
Incorporated
JACK L. TREYNOR
Investment Adviser and
Consultant
------------------------------------------------------
STOCK PORTFOLIO OFFICERS TRUSTEES
24 Federal Street
Boston, MA 02110 JAMES B. HAWKES DONALD R. DWIGHT
President, Trustee President, Dwight Partners, Inc.
Chairman, Newspapers of
DUNCAN W. RICHARDSON New England, Inc.
Vice President and
Portfolio Manager SAMUEL L. HAYES, III
Jacob H. Schiff Professor of
JAMES L. O'CONNOR Investment Banking, Harvard
Treasurer University Graduate School of
Business Administration
THOMAS OTIS
Secretary NORTON H. REAMER
President, United Asset
Management Corporation
JOHN L. THORNDIKE
Director, Fiduciary
Company Incorporated
JACK L. TREYNOR
Investment Adviser and
Consultant
