EATON VANCE TOTAL RETURN TRUST
N-30D, 1995-08-14
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<PAGE>
                             To Shareholders

EV Classic Total Return Fund had a total return of 8.3 percent for the six
months that ended June 30, 1995. That return includes an increase in net asset
value per share from $8.38 to $8.94 on June 30, 1995 and the reinvestment of
$0.132 per share in income dividends.

DECLINING INTEREST RATES PROVE HELPFUL FOR UTILITIES...
As the first six months of the year progressed, interest rates declined. The
yields of long-term U.S. Treasury bonds fell below 6.5 percent after rising to
nearly 8 percent on December 31, 1994.

Generally utility stock prices increase as interest rates decline, because their
behavior closely parallels that of long-term fixed-income securities, and,
indeed, utility stocks performed favorably during the first half of 1995.

Early in the year, there were concerns that the electric utility sector would
quickly be confronted with a dramatic increase in competition, and that the
market would severely punish utility companies, particularly those companies
with higher-cost power generating plants and those serving large industrial
customers with powerful bargaining positions.

As the period progressed, however, it became clear that the regulatory,
legislative and competitive developments were moving more slowly than first
feared. Only companies streamlined to operate in the new environment will
thrive. But now, utility companies have more time to bring their costs down and
their prices more in line with the demands of the market.

MERGERS IN THE UTILITY SECTOR IN FUTURE YEARS... The merger of Northern States
Power and Wisconsin Energy was announced during this period. This merger of
equals was unusual -- two healthy companies coming together to produce a company
that should be competitive for a long time. The merger provides early evidence
that over the long-term there will be a smaller number of large, more efficient
utility companies in which to invest. We believe that ultimately, this will be a
positive development for investors. While we continue to monitor the sector
closely for further changes, we expect that utilities are likely to continue to
provide an attractive investment for investors concerned with current income and
total return.

                              Sincerely,


[Photo of M. Dozier Gardner]  /s/ M. Dozier Gardner
                                  M. Dozier Gardner
                                  President, Total Return Portfolio
                                  August 4, 1995

<PAGE>
A Profile of EV Classic Total Return Fund

Top of page. This is a chart entitled, "Changes in common stock holdings* show
Fund's response to changing investment conditions." The asterisk refers to a
footnote that reads, "By market value as of dates shown." The chart consists of
two pies.

The left pie, entitled "As of December 31, 1994, reads as follows: Electric
Utilities, 66.5%; REITs, 19.8%; Telephone utilities, 7.4%; Oil/Gas, 5.8%; and
Other, .5%.

The right-hand pie, entitled "As of June 30, 1995," reads as follows: Electric
Utilities, 61.6%; Telephone Utilities, 18.9%; REITs, 9.9%; Other, 7.1%; and
Oil/Gas, 2.5%.

Lower left quadrant. This is a line chart entitled, "Utility stock prices
rebounded as interest rates leveled." The left hand vertical axis is labeled:
"Dow Jones Utility Average*" and extends from 15 to 250. The right-hand vertical
axis is labeled "30-year Treasury Yields"+. The asterisk footnote for the
left-hand axis reads as follows: "Dow Jones Utility Average (Blue line, left
axis) is an unamanaged index of 15 utility common stocks." The + footnote for
the right-hand axis reads: "U.S. Treasury yields (black line, right axis) refer
to yields on 30-year Treasury bonds. The horizontal axis marks the passage of
time from 12/93 on the left side of the chart to 6/95 on the right. This axis
is marked as follows: 12/93; 6/94; 12/94; 6/95.

In another footnote, the sources cited for the data are Towers Data Systems and
the Wall Street Journal.

Row A is a list of the end-of-month values for 30-year Treasury bonds, marked in
black. Row B is a list of the end-of-month values for the Dow Jones Utility
Average, marked in blue.

End-of-month plot points for this chart are as follows:

             30-Year             Dow Jones
Date      Treasury Bonds      Utility Average
12/93          6.28                229.3
 1/94          6.29                226.01
 2/94          6.65                210.45
 3/94          6.92                196.28
 4/94          7.31                199.38
 5/94          7.31                186.07
 6/94          7.58                177.17
 7/94          7.53                186.4
 8/94          7.46                189.16
 9/94          7.78                181.45
10/94          7.92                181.39
11/94          8.1                 179.54
12/94          7.85                181.52
 1/95          7.82                193.12
 2/95          7.6                 193.91
 3/95          7.37                187.65
 4/95          7.37                194.5
 5/95          6.9                 206.43
 6/95          6.61                202.08

The chart in the lower right quadrant consists entirely of text:

EV CLASSIC TOTAL RETURN FUND
THE PORTFOLIO'S 10 LARGEST EQUITY HOLDINGS**

Frontier Corp.
CINergy Corp
FPL Group, Inc.
DPL Inc.
J.C. Penney
Carolina Power & Light Co.
DQE
NIPSCO Industries, Inc.
Southern Co.
Central Louisiana Electric

** By market value as of 6/30/95.
<PAGE>
`Management Discussion

An interview with Timothy P. O'Brien, Vice President and Portfolio Manager of 
the Total Return Portfolio.

Q. TIM, AFTER A VERY DIFFICULT 1994, HOW HAS THE UTILITY SECTOR PERFORMED IN
   1995?

A. As utility investors know, 1994 was difficult because of a rise in interest
   rates through most of the year. But 1995 has been much better; interest rates
   have declined significantly. The result has been good for utility stocks.

   At the same time, we've seen indications that the competitive pressures --
   the need to become more efficient -- that we know are coming will not arrive
   as quickly as first thought. This will not affect utility companies that
   already find themselves in strong competitive positions, but it gives the
   others -- those that need to become more efficient and to cut costs -- some
   time to accomplish those goals.

Q. IN TERMS OF MANAGING THE PORTFOLIO, HOW HAVE YOU RESPONDED TO THIS
   ENVIRONMENT?

A. In general, we're trying to reduce the risk profile of the Portfolio in terms
   of competitive risk. We want to include utilities that are in a strong
   competitive position in terms of the rates they charge.

   The Fund's performance was adversely affected by its holdings of real estate
   investment trusts, or REITS, which significantly underperformed both the
   overall market and utility stocks. Performance also was adversely affected by
   holding cash in a rising market.

   We've decreased the proportion of the Portfolio's investments in REITs. These
   stocks constituted nearly 20 percent of the Portfolio at the beginning of
   1995, but at the end of the period, they comprised less than 10 percent of
   the Portfolio.


   Telephone stocks represented around 16.5 percent, while electric utility
   stocks amounted to 50.4 percent.

Q. WHY SUCH A LARGE CHANGE IN THE AMOUNT OF REITS WITHIN THE PORTFOLIO?

A. While long-term prospects for REITs seem to be fairly good, we simply were
   not comfortable holding nearly 20 percent of the Portfolio in REITs at a time
   when the performance of utility stocks was beginning to improve.

   The behavior of REIT prices during this six-month period has been
   interesting. When interest rates caused utility stock prices to drop, we were
   among a number of utility mutual funds that purchased REITs because of the
   significant income stream that they offer. At a time when we felt it wise to
   buy utilities, a large number of REITs were coming on the market, which I
   believe is one reason why REITs have been underperforming the market this
   year.

Q. HOW DO YOU FEEL ABOUT FOREIGN UTILITY COMPANIES?

A. Some foreign utilities can be exceptional investments, and we've increased
   steadily the proportion of foreign companies in the Portfolio during this
   period. One such company is Philippine Long Distance. This company operates
   in a market that is being opened to competition, but the company has such a
   strong position that we expect it to do well. The Philippines is a country
   that has been underpenetrated by telephone companies, so there are solid
   long-term growth prospects.

   There's another interesting twist to the Philippine Long Distance story that
   has made the stock a winner. The Philippine peso had risen markedly against
   the U.S. dollar, which happened solely because of direct foreign investment
   in the Philippines. Then the Philippine peso declined because of the decline
   in the Mexican peso. Philippine Long Distance figures its costs in pesos but
   denominates its revenues in U.S. dollars. As a result, investors benefited
   not only from growth but from the devaluation of the peso. Naturally,
   investing in foreign stocks involves additional risks, including currency
   fluctuations, shifting political climates and uneven economic growth rates.

Q. WHAT ABOUT U.S. TELEPHONE COMPANIES?

A. We've bought some U.S. telephone stocks. We've tried to target diversified
   companies with strong competitive positions, because, like the electric
   utilities, telephone companies face competition and change, and in the
   telecommunications industry, change can happen very quickly. Frontier Corp.
   is one such company that we feel is a good fit for the Portfolio. This is a
   diversified, acquisition-minded telecommunications company based in
   Rochester, N.Y. Its strategy is to provide integrated communications services
   for its customers, including long distance, wireless and local telephone
   service. We believe Frontier will be a solid performer in the future.

Q. WHAT OTHER STRATEGIES ARE YOU USING TO GENERATE INCOME?

A. One is to purchase selected convertible bonds, which generally pay good
   income and can be converted to company common stock at some future time. For
   example, we bought convertible notes issued by Worldcom, a long distance
   company, when the outlook for the company was modest. The price was depressed
   because of low expectations. More recently, this investment has performed
   well.

Q. WHAT IS THE OUTLOOK FOR UTILITY SECTORS?

A. As usual, interest rates are the dominant influence on utility stock prices.
   While past trends don't guarantee future results, a continuation of the
   current stable interest rate environment could mean a continued favorable
   climate. At a time when all portions of the sector are confronted with
   change, we'll continue to seek out stocks we believe have prospects for
   earnings and dividend growth, and may provide attractive opportunities for
   solid long-term total returns.

<PAGE>
                         EV CLASSIC TOTAL RETURN FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
------------------------------------------------------------------------------
                          June 30, 1995 (Unaudited)
------------------------------------------------------------------------------
ASSETS:
  Investment in Total Return Portfolio (Portfolio),
    at value (Note 1A)                                         $6,304,294
  Receivable for Fund shares sold                                     568
  Deferred organization expenses (Note 1D)                         31,613
  Receivable from administrator (Note 6)                           30,000
                                                               ----------
      Total assets                                             $6,366,475

LIABILITIES:
  Payable for Fund shares redeemed            $     1,507
  Payable to Affiliates:
    Trustees' fees                                     63
    Custodian fees                                     83
    Accrued expenses                               11,938
                                              -----------
      Total liabilities                                            13,591
                                                               ----------
NET ASSETS for 710,294 shares of beneficial interest
  outstanding                                                  $6,352,884
                                                               ==========
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                      $6,526,469
  Accumulated net realized loss on
    investments and financial futures
    transactions                                                 (387,711)
  Undistributed net investment income                               6,898
  Unrealized appreciation of investments
    (computed on the basis of identified cost)                    207,228
                                                               ----------
      Total net assets                                         $6,352,884
                                                               ==========
                                                           
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($6,352,884 / 710,294 shares of beneficial interest)         $ 8.94
                                                                =====
                                                                

    The accompanying notes are an integral part of the financial statements

<PAGE>
                           STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
                For the Six Months Ended June 30, 1995 (Unaudited)
--------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Dividend income allocated from Portfolio (net of
    foreign withholding tax of $1,048)                               $147,982
  Interest income allocated from Portfolio                             18,327
  Expenses allocated from Portfolio                                   (24,947)
                                                                     --------
        Total investment income                                      $141,362
  Expenses --
    Distribution fees (Note 4)                            $ 29,328
    Printing and postage                                    24,502
    Legal and accounting services                            7,311
    Registration fees                                        4,600
    Transfer and dividend disbursing agent fees              2,413
    Custodian fees                                           1,500
    Compensation of Directors not members of the
      investment adviser's organization                        101
    Amortization of organization expenses                    3,982
    Miscellaneous                                            2,971
                                                          --------
        Total expenses                                      76,708
  Deduct --
    Preliminary allocation of expenses to the
     administrator (Note 6)                                 30,000
                                                          --------
        Net expenses                                                   46,708
                                                                     --------
          Net investment income                                      $ 94,654
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
  Net realized gain (loss) (identified cost basis) --
    Investment transactions                               $106,334
    Financial futures contracts                            (93,404)
                                                          --------
      Net realized gain on investment transactions and
        financial futures contracts 
        (identified cost basis)                           $ 12,930
  Change in unrealized appreciation of investments and
        financial futures contracts                        384,374
                                                          --------
        Net realized and unrealized gain on investments
            and financial futures contracts                           397,304
                                                                     --------
          Net increase in net assets resulting from operations       $491,958
                                                                     ========

    The accompanying notes are an integral part of the financial statements

<PAGE>

                      STATEMENT OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------
                                          SIX MONTHS
                                             ENDED           YEAR ENDED
                                         JUNE 30, 1995      DECEMBER 31,
                                          (UNAUDITED)           1994
                                       -----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                 $   94,654        $  166,438
    Net realized gain (loss) from
      Portfolio                               12,930          (603,258)
    Change in unrealized appreciation
      (depreciation) from Portfolio          384,374          (214,075)
                                          ----------        ---------- 
      Net increase (decrease) in net
        assets resulting from operations  $  491,958        $ (650,895)
                                          ----------        ---------- 
  Distributions to shareholders
    From net investment income            $  (88,537)       $  160,568)
    Tax return of capital                       --             (38,551)
                                          ----------        ---------- 
      Total distributions to
        shareholders                      $  (88,537)       $ (199,119)
                                          ----------        ---------- 
  Net increase in net assets from
    Fund share transactions (Note 2)      $  360,949        $2,977,233
                                          ----------        ---------- 
      Net increase in net assets          $  764,370        $2,127,219

NET ASSETS:
  At beginning of period                   5,588,514         3,461,295
                                          ----------        ---------- 
  At end of period                        $6,352,884        $5,588,514
                                          ==========        ==========

    The accompanying notes are an integral part of the financial statements

<PAGE>
                             FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
                                SIX MONTHS ENDED      YEAR ENDED DECEMBER 31,
                                 JUNE 30, 1995      ---------------------------
                                  (UNAUDITED)           1994          1993*
                              --------------------  -------------  ------------
FINANCIAL HIGHLIGHTS (for a
  share outstanding throughout
  the period):
NET ASSET VALUE -- Beginning
  of period                        $ 8.3800          $10.0300       $10.0000
                                   --------          --------       --------
  Income from investment
    operations:
    Net investment income          $ 0.1410          $ 0.3167         0.0253
    Net realized and
      unrealized gain (loss) on
      investments                    0.5510           (1.6077)        0.0577
                                   --------          --------       --------
      Total income gain
        (loss) from investment
        operations                 $ 0.6920          $(1.2910)      $ 0.0830
  Less distributions declared to
    shareholders:
    From net investment income     $(0.1320)         $(0.3013)      $(0.0253)
    Tax return of capital              --             (0.0577)       (0.0277)
                                   --------          --------       --------
      Total distributions          $ 0.1320)         $(0.3590)      $(0.0530)
                                   --------          --------       --------
NET ASSET VALUE -- End of period   $ 8.9400          $ 8.3800       $10.0300
                                   ========          ========       ========
TOTAL RETURN***                        8.35%          (12.26%)         0.83%
RATIOS/SUPPLEMENTAL DATA:
(to average daily net
 assets)**
  Expenses(1)                          2.44%+           2.66%          0.83%+
  Net investment income                3.23%+           3.32%          2.56%+

NET ASSETS AT END OF PERIOD
(000'S OMITTED)                    $  6,353          $ 5,589        $ 3,461

  +Computed on an annualized basis.
(1)Includes the Fund's share of Total Return Portfolio's allocated expenses for
   the six months ended June 30, 1995, the year ended December 31, 1994 and the
   period from November 1, 1993, to December 31, 1993.
*  For the period from the start of business, November 1, 1993, to December 31,
   1993.
**The expenses related to the operation of the Fund reflect a preliminary
   assumption of expenses for the six months ended June 30, 1995 and an
   allocation of expenses to the administrator for the prior periods. Had such
   action not been taken, the ratios would have been as follows:

      Ratios (to average daily net assets)
         Expenses                      3.46%+           3.70%          2.22%+
         Net investment income         2.21%+           2.29%          1.17%+
***Total return is calculated assuming a purchase at the net asset value on the
   first day and a sale at the net asset value on the last day of each period
   reported. Dividends and distributions, if any, are assumed to be reivested at
   the net asset value on the record date.

    The accompanying notes are an integral part of the financial statements
<PAGE>
                       NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 1995
                               (UNAUDITED)

-------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Total Return Fund (the Fund) is a diversified entity of the type
commonly known as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The Fund is a series in the Eaton Vance Total Return Trust. The Fund
invests all of its investable assets in interests in the Total Return 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 (1.3% at June 30,
1995). The performance of the Fund is directly affected by the performance of
the Portfolio. The financial statements of the Portfolio, including the
portfolio of investments, are included elsewhere in this report and should be
read in conjunction with the Fund's financial statements. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.
A. INVESTMENT VALUATIONS -- Valuations of securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.
B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund.
C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to share- holders each year all of its taxable income, including any
net realized gain on investments, option and financial futures transactions.
Accordingly, no provision for federal income or excise tax is necessary. At
December 31, 1994, the Fund, for federal income tax purposes, had capital loss
carryovers of $415,918, which will reduce the Fund's taxable income arising from
future net realized gain on investment transactions, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of the
distributions to shareholders which would otherwise be necessary to relieve the
Fund of any liability for federal income or excise tax. Such capital loss
carryovers will expire on December 31, 2001 ($9,001) and December 31, 2002
($406,917).
D. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Fund in connection
with its organization are being amortized on the straight-line basis over five
years.
E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Distributions to shareholders are recorded on
the ex-dividend date. Dividend income may include dividends that represent
returns of capital for federal tax purposes.
F. 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.
G. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
June 30, 1995 and for the 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, 1995              YEAR ENDED
                                   (UNAUDITED)            DECEMBER 31, 1994
                            -------------------------  -----------------------
                              SHARES        AMOUNT      SHARES       AMOUNT
                            -----------  ------------  ---------  ------------
Sales                          176,356   $ 1,500,919    418,427   $ 3,812,962
Issued to Shareholders
  electing to receive
  payment of distribution 
  in Fund shares                 9,493        81,292     20,529       179,725
Redemptions                   (142,759)   (1,221,262)  (116,708)   (1,015,454)
                            ----------   -----------   --------   -----------
  Net increase                  43,090   $   360,949    322,248   $ 2,977,233
                            ==========   ===========   ========   ===========
--------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregrated
$1,572,872 and $1,320,890, respectively.
--------------------------------------------------------------------------------
(4) DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan requires the Fund to pay the
principal underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal to
1/365th of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the aggregate amount received by the Fund for shares sold plus, (ii)
distribution fees calculated by applying the rate of 1% over the prevailing
prime rate to the outstanding balance of Uncovered Distribution Charges of EVD,
reduced by the 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 $21,996 for the six
months ended June 30, 1995, representing 0.75% (annualized) of average daily net
assets. At June 30, 1995, the amount of Uncovered Distribution Charges of EVD
calculated under the Plan was approximately $534,847.
     In addition, the Plan provides that the Fund may make payments of service
fees to the Principal Underwriter, Authorized Firms and other persons in amounts
not exceeding 0.25% of the Fund's average daily net assets for each fiscal year.
The Trustees of the Fund have initially implemented this provision of the Plan
by authorizing the Fund to make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons in each fiscal year of the Fund
in amounts not exceeding 0.25% (per annum) of the Fund's average daily net
assets. Provision for service fee payments for the six months ended June 30,
1995, amounted to $7,332.
     Certain of the officers and Trustees of the Fund are officers or directors
of EVD.
--------------------------------------------------------------------------------
(5) CONTINGENT DEFERRED SALES CHARGE (CDSC)
Shares purchased on or after January 30, 1995 and redeemed during the first year
after purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales charge
at a rate of one percent of redemption proceeds, exclusive of all reinvestments
and capital appreciation in the account. No contingent deferred sales charge is
imposed on exchanges for shares of other funds in the Eaton Vance Classic Group
of Funds or Eaton Vance Money Market which are distributed with a contingent
deferred sales charge. There was no CDSC paid by shareholders for the six months
ended June 30, 1995.
--------------------------------------------------------------------------------
(6) ADMINISTRATOR
The administrator was allocated $30,000 of the Funds expenses on a preliminary
basis for the six months ended June 30, 1995. Investment Adviser fee and other
transactions with affiliates is discussed in Note 3 of the Portfolio's Notes to
Financial Statements which are included in this report.
<PAGE>
                           PORTFOLIO OF INVESTMENTS
                                JUNE 30, 1995

------------------------------------------------------------------------------
                             COMMON STOCKS - 81.5%
------------------------------------------------------------------------------
NAME OF COMPANY                                    SHARES         VALUE
------------------------------------------------------------------------------
BANKS - 0.3%
BankAmerica Corp.                                  25,000         $  1,315,625
                                                                  ------------

ELECTRIC UTILITIES - 50.2%
Baltimore Gas & Electric Co.                      135,000         $  3,375,000
Carolina Power & Light Co.                        600,000           18,150,000
Central Louisiana Electric Co.                    547,200           12,859,200
CINergy Corp.                                     900,000           23,625,000
DPL Inc.                                          950,000           21,018,750
DQE, Inc.                                         590,000           13,865,000
FPL Group, Inc.                                   600,000           23,175,000
General Public Utilities Corp.                    280,000            8,330,000
Houston Industries, Inc.                          100,000            4,212,500
IPALCO Enterprises, Inc.                          320,000           10,200,000
LG & E Energy Corp.                               125,000            4,875,000
Midlands Electricity PLC                          225,000            2,255,085
National Power PLC                                400,000            1,097,720
National Power PLC ADR                            347,500            4,300,313
NIPSCO Industries, Inc.                           400,000           13,600,000
Norweb Ord PLC                                    300,000            3,245,430
Ohio Edison Co.                                   350,000            7,918,750
PacifiCorp                                        583,200           10,935,000
PECO Energy Co.                                   200,000            5,525,000
Pinnacle West Capital Corp.                       300,000            7,350,000
Portland General Electric Corp.                   340,000            7,522,500
Southern Co.                                      600,000           13,425,000
Southern Electric PLC                             200,000            2,042,700
Teco Energy, Inc.                                 410,000            8,968,750
Union Electric Co.                                 80,000            2,980,000
Wisconsin Energy Corp.                            150,400            4,211,200
Wisconsin Power & Light                                    
  Holdings, Inc.                                  200,000            5,725,000
WPS Resources Corp.                               200,000            5,850,000
                                                                  ------------
                                                                  $250,637,898
                                                                  ------------
NATURAL GAS UTILITIES - 1.4%                               
KN Energy                                         200,000         $  5,075,000
MCN Corp.                                          87,000            1,718,250
                                                                  ------------
                                                                  $  6,793,250
                                                                  ------------
OIL - 0.7%                                                 
BP Prudhoe Bay Rty Tr Unit Ben Int.               200,000         $  3,400,000
                                                                  ------------
                                                           
REITS - 8.0%                                               
Apartment Investment                                       
  & Management Co. Class A                        100,000         $  2,025,000
<PAGE>                                                     
------------------------------------------------------------------------------
                           COMMON STOCKS (Continued)
------------------------------------------------------------------------------
NAME OF COMPANY                                    SHARES         VALUE
------------------------------------------------------------------------------
Associated Estates Realty Corp.                   180,000         $  3,802,500
Bradley Real Estate Trust                          72,750            1,173,094
Cali Realty Corp.                                 150,000            2,906,250
Camden Properties Trust SBI                       200,000            4,375,000
Glimcher Realty Trust                              30,000              622,500
Health Care Property Investors, Inc.              126,000            4,032,000
Healthcare Realty Trust                           315,000            6,378,750
LTC Properties, Inc.                              150,000            1,968,750
Macerich Co.                                       10,700              209,987
Meditrust Sh Ben Int.                              90,000            3,071,250
Mid America Apartment                                      
  Communities, Inc.                                42,000            1,050,000
Simon Property Group, Inc.                        150,000            3,768,750
Southwestern Property Trust, Inc.                 162,900            1,873,350
Sun Communities Inc.                              110,000            2,750,000
Walden Residential Properties                      10,000              183,750
                                                                  ------------
                                                                  $ 40,190,931
                                                                  ------------
RETAIL - 3.9%                                              
Ingles Markets Class A                             20,000         $    215,000
Penny J.C. Co.                                    400,000           19,200,000
                                                                  ------------
                                                                  $ 19,415,000
                                                                  ------------
TELECOMMUNICATIONS - 1.1%                                  
Alcatel Alsthom Sponsored ADR                     200,000         $  3,625,000
Boston Technologies Corp.                          42,500              791,562
NERA AS ADR                                        35,000              984,375
                                                                  ------------
                                                                  $  5,400,937
                                                                  ------------
TELEPHONE UTILITIES - 15.4%                                
ALC Communications Corp.                           40,000         $  1,805,000
Ameritech Corp.                                   250,000           11,000,000
AT&T Corp.                                        150,000            7,968,750
Frontier Corp.                                  1,125,000           27,000,000
Globolstar Telecommunications                      90,000            1,192,500
GTE Corp.                                         100,000            3,412,500
Mannesmann A.G. Ord                                10,000            3,052,476
SBC Communications, Inc.                          225,000           10,715,625
Tele Danmark A/S                                  100,000            2,800,000
Telecom Corp. New Zealand Ltd. ADR                100,000            6,062,500
U.S. West Inc.                                     40,000            1,665,000
                                                                  ------------
                                                                  $ 76,674,351
                                                                  ------------
OTHER - 0.5%                                               
Sonat Inc.                                         90,000         $  2,745,000
                                                                  ------------
    TOTAL COMMON STOCKS
      (IDENTIFIED COST, $366,294,354)                             $406,572,992
                                                                  ------------
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)
------------------------------------------------------------------------------
                      CONVERTIBLE PREFERRED STOCKS - 6.1%
------------------------------------------------------------------------------
NAME OF COMPANY                                    SHARES         VALUE
------------------------------------------------------------------------------
Allstate Corp., 230s                                 100,000      $  4,075,000
American General Corp., 3s                            25,000         1,296,875
Browning Ferris, 7.25s                                45,000         1,642,500
Freeport McMoRan Copper & Gold                        40,000           865,000
Oasis Residential, Inc., 9s                           60,000         1,515,000
Philippines Long Distance Telephone, 7s              189,000        12,166,875
Prime Retail Inc. Series B                            30,000           558,750
Sovereign Bancorp. Class B                           105,000         5,656,875
St. Paul Capital                                      25,000         1,306,250
Stone Container, 1.75s, Series E                      59,900         1,452,575
                                                                  ------------
    TOTAL CONVERTIBLE PREFERRED STOCKS
      (IDENTIFIED COST, $26,732,677)                              $ 30,535,700
                                                                  ------------


------------------------------------------------------------------------------
                            CONVERTIBLE BONDS - 7.2%
------------------------------------------------------------------------------
                                                 FACE AMOUNT
                                               (000 OMITTED)
------------------------------------------------------------------------------
Alberto Culver Co., 5.5s, 6/30/05                    $ 1,900      $  1,904,750
Danka Business, 6.75s, 4/1/02                          4,000         4,210,000
LDDS Communications, Inc., 5s, 8/15/03                 4,000         3,820,000
Novacare Inc., 5.5s, 1/15/00                          11,000         9,515,000
Theratx Inc., 8s, 2/1/02                               5,000         4,556,250
Time Warner, Inc., 8.75s, 1/10/15                     10,000        10,462,500
U.S. Cellular Corp., 0%, 6/15/15                       5,000         1,575,000
                                                                  ------------
    TOTAL CONVERTIBLE BONDS
      (IDENTIFIED COST, $34,374,987)                              $ 36,043,500
                                                                  ------------


------------------------------------------------------------------------------
                          SHORT-TERM OBLIGATIONS - 4.9%
------------------------------------------------------------------------------
Melville Corp., 6.23s, 7/3/95                        $16,757      $ 16,751,200
Prudential Funding Corp.,
  5.97s, 7/6/95                                        7,707         7,700,610
                                                                  ------------
    TOTAL SHORT-TERM OBLIGATIONS, AT
      AMORTIZED COST                                              $ 24,451,810
                                                                  ------------
    TOTAL INVESTMENTS -- 99.7%
      (IDENTIFIED COST, $451,853,828)                             $497,604,002
    OTHER ASSETS, LESS LIABILITIES - 0.3%                            1,515,392
                                                                  ------------
    NET ASSETS -- 100%                                            $499,119,394
                                                                  ============


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

                              FINANCIAL STATEMENTS


                      STATEMENT OF ASSETS AND LIABILITIES
------------------------------------------------------------------------------
                                 June 30, 1995
------------------------------------------------------------------------------
ASSETS:

  Investments, at value (Note 1A) (identified cost,
   $451,853,828)                                                $497,604,002
  Cash                                                                 8,989
  Receivable for investments sold                                  7,920,584
  Dividends receivable                                             1,887,245
  Deferred organization expenses (Note 1E)                            13,946
  Foreign tax reclaim receivable                                      94,677
  Interest receivable                                                804,380
                                                                ------------
      Total assets                                              $508,333,823
LIABILITIES:
  Payable for investments purchased                 $9,182,125
  Payable to affiliates --
    Trustees' fees                                       8,000
    Custodian fee                                        9,100
  Accrued expenses                                      15,204
                                                    ----------
      Total liabilities                                            9,214,429
                                                                ------------
NET ASSETS applicable to investors' interest in Portfolio       $499,119,394
                                                                ============

SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and
   withdrawals                                                  $453,369,220
  Unrealized appreciation of investments
   (computed on the basis of identified cost)                     45,750,174
                                                                ------------
      Total net assets                                          $499,119,394
                                                                ============


   The accompanying notes are an integral part of the financial statements
<PAGE>
FINANCIAL STATEMENTS (Continued)

                            STATEMENT OF OPERATIONS
------------------------------------------------------------------------------
                     For the Six Months Ended June 30, 1995
--------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividend income (net of foreign taxes,
   $84,200)                                                      $12,715,048
  Interest income                                                  1,531,926
                                                                 -----------
      Total income                                               $14,246,974
  Expenses --
    Investment adviser fee (Note 3)                $ 1,876,440
    Compensation of trustees not members of
     the investment adviser's organization
     (Note 3)                                           13,090
    Custodian fee (Note 3)                              75,972
    Commitment fee                                      75,001
    Legal and accounting services                       34,430
    Amortization of deferred organization
     expenses (Note 1E)                                  2,081
    Printing                                               272
    Registration fees                                      125
    Miscellaneous                                        4,189
                                                   -----------
      Total expenses                                               2,081,600
                                                                 -----------
        Net investment income                                    $12,165,374
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
   (identified cost basis) --
    Investment transactions            $ 8,541,756
    Financial futures contracts         (8,405,750)
                                       -----------
      Net realized gain on investments
       and financial futures 
       (identified cost basis)                     $   136,006
  Change in unrealized appreciation
    Investment transactions            $29,972,474
    Financial futures contracts          2,152,500
                                        ----------
  Net change in unrealized appreciation
    on investments and financial
    futures contracts                               32,124,974
                                                   -----------
      Net realized and unrealized gain on investments             32,260,980
                                                                 -----------
        Net increase in net assets resulting from operations     $44,426,354
                                                                 ===========


   The accompanying notes are an integral part of the financial statements
<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
------------------------------------------------------------------------------
                                                SIX MONTHS    
                                                  ENDED          YEAR ENDED
                                              JUNE 30, 1995   DECEMBER 31, 1994
                                              -------------   -----------------

INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income
                                              $  12,165,374    $  28,785,986
    Net realized gain (loss) on investment
     transactions and financial
     futures contracts                              136,006      (15,151,998)
    Increase in unrealized appreciation
     (depreciation) of investments               32,124,974      (89,492,365)
                                              -------------    -------------
      Net increase (decrease) in net assets
       resulting from operations              $  44,426,354    $ (75,858,377)
                                              -------------    -------------
  Capital transactions --
    Contributions                                15,560,607
                                              $                $  97,021,559
    Withdrawals                                 (66,434,459)    (152,162,876)
                                              -------------    -------------
      Decrease in net assets resulting from
       capital transactions                   $ (50,873,852)   $ (55,141,317)
                                              -------------    -------------
        Total decrease in net assets          $  (6,447,498)   $(130,999,694)

NET ASSETS:
  At beginning of period                        505,566,892      636,566,586
                                              -------------    -------------
  At end of period                            $ 499,119,394    $ 505,566,892
                                              =============    =============

------------------------------------------------------------------------------
                               SUPPLEMENTARY DATA
------------------------------------------------------------------------------
                                          SIX MONTHS
                                             ENDED      YEAR ENDED DECEMBER 31,
                                         JUNE 30, 1995       1994        1993*
                                         -------------  ----------------------
RATIOS (As a percentage of
 average net assets):
  Expenses                                  0.84%+           0.85%       0.91%+
  Net investment income                     4.90%+           5.22%       4.57%+
PORTFOLIO TURNOVER                            47%             107%         16%

LEVERAGE ANALYSIS:
  Average daily balance of
  debt outstanding during
  period (000's omitted)                      --            $3,137     $15,452

+ Computed on an annualized basis.
* For the period from the start of business, October 28, 1993, to December 31,
  1993.


   The accompanying notes are an integral part of the financial statements
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1995

-------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Total Return 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. INVESTMENT VALUATIONS -- Securities listed on securities exchanges or in the
NASDAQ National Market are valued at closing sales prices or, if there has been
no sale, at the mean between the closing bid and asked prices. Unlisted
securities are valued at the mean between the latest available bid and asked
prices. Options and financial futures contracts are valued at the last sale
price, as quoted on the principal exchange or board of trade on which such
options or contracts are traded or, in the absence of a sale, the mean between
the last bid and asked prices. Short-term obligations, maturing in 60 days or
less, are valued at amortized cost, which approximates value. Securities for
which market quotations are unavailable are appraised at their fair value as
determined in good faith by or at the direction of 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. OPTION ACCOUNTING PRINCIPLES -- Upon the writing of a covered call option, an
amount equal to the premium received by the Portfolio is included in the
Statement of Assets and Liabilities as a liability. The amount of the liability
is subsequently marked-to-market to reflect the current market value of the
option written in accordance with the Portfolio's policies on investment
valuations discussed above. Premiums received from writing call options which
expire are treated as realized gains. Premiums received from writing call
options which are exercised or are closed are added to or offset against the
proceeds or amount paid on the transaction to determine the realized gain or
loss. The Portfolio, as writer of a call option, may have no control over
whether the underlying securities may be sold and, as a result, bears the market
risk or an unfavorable change in the price of the securities underlying the
written option.

D. FINANCIAL FUTURES CONTRACTS -- Upon the entering of a financial futures
contract, the Portfolio is required to deposit an amount ("initial margin")
either in cash or securities equal to a certain percentage of the purchase price
indicated in the financial futures contract. Subsequent payments are made or
received by the Portfolio ("margin maintenance") each day, dependent on the
daily fluctuations in the value of the underlying security, and are recorded for
book purposes as unrealized gains or losses by the Portfolio. When the Portfolio
enters into a closing transaction, the Portfolio will realize for book purposes
a gain or loss equal to the difference between the value of the financial
futures contract to sell and the financial futures contract to buy. The
Portfolio's investment in financial futures contracts is designed only to hedge
against anticipated future changes in interest rates, security prices, commodity
prices or currency exchange rates. Should interest rates, security prices,
commodity prices or currency exchange rates move unexpectedly, the Portfolio may
not achieve the anticipated benefits of the financial futures contracts and may
realize a loss.

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. 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.

--------------------------------------------------------------------------------
(2) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregrated $224,407,749 and $280,139,532, 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 based upon a percentage of average daily net asets. For the six months ended
June 30, 1995, the fee was equivalent to 0.74% of the Portfolio's average net
assets for such period and amounted to $1,876,440. 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. Investors Bank & Trust Company (IBT), an affiliate of
EVM and BMR, serves as custodian of the Portfolio. Pursuant to the custodian
agreement, IBT receives a fee reduced by credits which are determined based on
the average daily cash balances the Portfolio maintains with IBT. Certain of the
officers and Trustees of the Portfolio are officers and directors/trustees of
the above organizations. 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, 1995, 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 a $20 million committed facility and a
$100 million discretionary facility. The Portfolio expects to use the proceeds
of the advances primarily for leveraging purposes. Borrowings by the Portfolio
under the Credit Agreement will not exceed the lesser of 1/3 of the market value
of the net assets of the Portfolio or $60,000,000. Interest is charged to each
portfolio based on its borrrowings 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. At June 30, 1995 there were no
outstanding loans under the line of credit.

--------------------------------------------------------------------------------
(5) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation/depreciation in value of the investments
owned at June 30, 1995, as computed on a federal income tax basis, are as
follows:

Aggregate cost                                                  $451,853,828
                                                                ============
Gross unrealized appreciation                                   $ 51,709,094
Gross unrealized depreciation                                      5,958,920
                                                                ------------
Net unrealized appreciation                                     $ 45,750,174
                                                                ============
------------------------------------------------------------------------------
(6) FINANCIAL INSTRUMENTS
The Portfolio may trade in financial instruments with off-balance sheet risk in
the normal course of its investing activities to assist in managing exposure to
various market risks. These financial instruments include written options,
forward foreign currency exchange contracts, and financial futures contracts and
may involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or contractual
amounts of these instruments represent the investment the Portfolio has in
particular classes of financial instruments and does 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.

     At June 30, 1995 there were no outstanding obligations under these
financial instruments.
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Trustees and Investors of
Total Return Portfolio:

We have audited the accompanying statement of assets and liabilities of Total
Return Portfolio, including the portfolio of investments, as of June 30, 1995,
the related statement of operations for the six months then ended and the
statement of changes in net assets and supplementary data for the six months
ended June 30, 1995, and for the period from the start of business, October 28,
1993, 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 audit to obtain
reasonable assurance about whether the financial statements and supplementary
data are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and supplementary data referred to
above present fairly, in all material respects, the financial position of Total
Return Portfolio as of June 30, 1995, the results of its operations for the six
months then ended, and the changes in its net assets and the supplementary data
for the six months ended June 30, 1995, and for the period from the start of
business, October 28, 1993, to December 31, 1994, in conformity with generally
accepted accounting principles.

                                              COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 4, 1995


<PAGE>
<TABLE>
<CAPTION>

                             INVESTMENT MANAGEMENT

<S>               <C>                       <C>  
EV CLASSIC        OFFICERS                  TRUSTEES
TOTAL RETURN      M. DOZIER GARDNER         DONALD R. DWIGHT
FUND              President, Trustee        President,
24 Federal Street LANDON T. CLAY            Dwight Partners, Inc.
Boston, MA 02110  Vice President, Trustee     Chairman, Newspapers of
                  JAMES L. O'CONNOR         New England, Inc.
                  Treasurer                 JAMES B. HAWKES
                  THOMAS OTIS               Executive Vice President,
                  Secretary                 Eaton Vance Management
                                            SAMUEL L. HAYES, III
                                            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 
                  --------------------------------------------------------------

TOTAL RETURN      OFFICERS                  INDEPENDENT TRUSTEES
PORTFOLIO         M. DOZIER GARDNER         DONALD R. DWIGHT
24 Federal Street President, Trustee        President,
Boston, MA 02110  LANDON T. CLAY            Dwight Partners, Inc.
                  Vice President, Trustee     Chairman, Newspapers of
                  TIMOTHY O'BRIEN           New England, Inc.
                  Vice President and        SAMUEL L. HAYES, III
                  Portfolio Manager         Jacob H. Schiff Professor of
                  JAMES B. HAWKES           Investment Banking,
                  Vice President, Trustee   Harvard University
                  JAMES L. O'CONNOR         Graduate School of
                  Trustee                   Business Administration  
                  THOMAS OTIS               NORTON H. REAMER
                  Secretary                 President and Director, United Asset
                                            Management Corporation
                                            JOHN L. THORNDIKE
                                            Director, Fiduciary Company
                                            Incorporated
                                            JACK L. TREYNOR
                                            Investment Adviser and Consultant 
</TABLE>
<PAGE>

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

ADMINISTRATOR OF
EV CLASSIC
TOTAL RETURN FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

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

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

TRANSFER AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104

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

[Logo]
EV Classic
Total Return
Fund

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.

Semi-Annual Shareholder Report
June 30, 1995

EV CLASSIC TOTAL RETURN FUND
24 FEDERAL STREET
BOSTON, MA 02110


C-TMSRC




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