EATON VANCE INVESTMENT TRUST
N-30D, 1995-05-30
Previous: EATON VANCE INVESTMENT TRUST, N-30D, 1995-05-30
Next: EATON VANCE INVESTMENT TRUST, N-30D, 1995-05-30




Investment Adviser of National 
Limited Maturity Tax Free Portfolio
Boston Management and Research
24 Federal Street
Boston, MA 02110

Administrator of 
EV Marathon National 
Limited Maturity Tax Free 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 Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

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 National 
   Limited Maturity Tax Free Fund
  24 Federal Street
  Boston, MA 02110

M-LNASRC

EV Marathon
National
Limited Maturity
Tax Free Fund
[Photograph of Front Porch]
Annual
Shareholder Report
March 31, 1995

<PAGE>

To Shareholders

EV Marathon National Limited Maturity Tax Free Fund had a total return of 4.4
percent for the year ended March 31, 1995, the result of a decline in net asset
value per share to $10.13 on March 31, 1995 from $10.16 on March 31, 1994, the
reinvestment of $0.461 per share in dividends, and $0.005 in capital gain
distributions. That return does not include contingent deferred sales charges
incurred by redeeming shareholders. Based on the Fund's most recent dividend and
a net asset value of $10.13, the Fund had a distribution rate of 4.07 percent at
March 31. To equal that in a taxable investment, a couple paying the 36 percent
federal tax rate would need a yield of 6.36 percent.

During 1994 the economy remained stronger than economists and money managers had
anticipated at the start of the year. In response to this strength, and in an
attempt to keep inflation in check, the Federal Reserve raised short-term
interest rates six times in 1994 and once again in 1995. Long-term rates moved
upward as well and, as a result, the prices of municipal bonds dropped.

But the market slide was not the only concern in 1994. Many shareholders of
Eaton Vance tax-free mutual funds may have wondered whether the problems that
surfaced in Orange County, California, had in any way affected their investment.
The answer is no, because the market realized that this was a local problem.

Despite the difficulties that beset the market in 1994, we feel optimistic about
the prospects for 1995. The market now appears convinced that the Federal
Reserve is, in fact, keeping a tight watch on inflation. And, while it is
impossible to predict the outcomes of government initiatives, it appears that
proposals put forth by the new Congress to cut spending and taxes could have an
overall positive effect if enacted.

This report features some changes which we hope will help you to better
understand your investment, and how your Portfolio's holdings help provide the
means for the Federal government, as well as state and local governments, to
fund such projects as roads, bridges, hospitals and schools. We have included a
Portfolio Overview, or snapshot, as well as an interview with the portfolio
manager. In addition, we are profiling a specific bond holding.

Regardless of what lies ahead for the economy, the goal of your Fund remains the
same: to provide you with a competitive distribution of tax-free income from a
portfolio of high-quality municipal bonds.+

Sincerely,
/s/ Thomas J.Fetter
Thomas J.Fetter
President
May 19, 1995

[Photo: Thomas J.Fetter]

+ A portion of the Portfolio's income could be subject to Federal alternative
  minimum tax.
1
<PAGE>
Management Discussion

An interview with Raymond E. Hender, Vice President, and Portfolio Manager of
the National Limited Maturity Tax Free Portfolio.

Q.    Ray, how would you describe the intermediate market of the past year?

R.H.: All municipal markets were battered in 1994, and the impact was felt in
      the intermediate range of the market as well. According to Municipal
      Market Data Inc., yields for 10-year municipal bonds rose from 5.35
      percent at March 31, 1994 to 6.30 percent at their peak in November 1994,
      a 95 basis point increase. And five-year municipal yields rose from 4.80
      percent to 5.75 percent, also a 95 basis point rise, in the same period.
      From those peak levels in November, 10-year yields have since declined
      back to 5.35 per cent, and 5-year yields to 4.95 percent at March 31,
      1995. Interestingly, in the period since bond yields reached their peaks
      in November 1994, they have regained much of the ground lost in the
      previous market sell-off.

Q.    Have investors continued to embrace the intermediate market?

R.H.: The intermediate range of the market was very attractive to investors in
      the midst of the market turbulence of last year. Many investors sought to
      shorten their durations and protect the value of their portfolios. Another
      factor at work during the market sell-off was an availability of higher
      quality bonds in the intermediate sector. That brought many
      quality-conscious investors to the intermediate market.

Q.    How did the market volatility affect your strategy?

R.H.: The Portfolio has always been somewhat cautious in its investment style,
      and hence, was relatively well-positioned when the market started to
      deteriorate. The premium, or cushion, bond holdings in the Portfolio were
      part of a defensive strategy that served the Portfolios quite well. We
      maintained a duration in the mid-to-lower part of our duration range --
      around 5 years at March 31 -- which limited the impact of rising rates on
      the Portfolio. And finally, we took advantage of the opportunity to
      improve the quality of the Portfolio as the market deteriorated.

Q.    How does a shorter duration help to limit the Portfolio's volatility?

R.H.: Because duration measures the timing of cash flows from coupon payments
      over the life of a bond, it provides an approximation of the expected
      change in price of a bond from a given change in interest rate. The
      average duration of a municipal bond fund provides a similar approximation
      of the fund's volatility. A fund with a short duration, such as our
      Portfolios, will be less responsive to interest

[Photo: Raymond E. Hender]
Raymond E. Hender
2
<PAGE>
      rate changes than a fund with a long duration. That's an important
      consideration for investors who want to limit volatility in their
      investments. In addition, we made a deliberate effort during this period
      to consolidate our holdings within the Portfolio. Over time, we hope to
      reduce the number of individual holdings in the Portfolio. That helps to
      improve the liquidity of the Portfolio.

Q.    What sectors offered special value in the market?

R.H.: Insured bonds and escrowed bonds offered especially good value in this
      market. Even though insured bonds -- which are insured as to principal and
      interest payments by one of the major municipal bond insurers -- are top
      quality issues, they tended to trade in the A-to-Aa range because of
      unusually large volume. Therefore, these bonds offered especially
      attractive yields as well as the added liquidity that comes with
      insurance. Of course, private insurance does not remove the market risks
      associated with this investment.

Q.    And what are escrowed bonds?

R.H.: Escrowed bonds are bonds that have been pre-refunded by the issuers to
      take advantage of a lower interest rate environment. Refundings hit the
      market in large supply in 1992 and 1993 as interest rates declined
      sharply. The large number of refundings created a huge supply on the
      market and an unusual opportunity in the intermediate range of the market.
      For example, a bond with a maturity of 2020 that was refunded to its call
      date in 2000 will trade to its 2000 call date. That in effect adds supply
      to the intermediate term range of the market and an opportunity to gain
      yield in that sector.

Q.    How did escrowed bonds perform during the period?

R.H.: As investors sought higher quality issues for their portfolios, escrowed
      bonds performed well during the year. They are perceived as higher quality
      issues by investors because the escrow agreements typically stipulate that
      the collateral consist of 100 percent U.S. Treasury securities. In
      addition, since this debt was issued during periods when rates were
      significantly higher, they typically have higher coupons. Therefore,
      investors have favored escrowed bonds in this environment.

Q.    Looking ahead, what is your outlook for the intermediate-term market?

R.H.: While the economy has continued to grow and companies are registering
      strong earnings reports, there have been some incremental signs of
      weakening. First quarter GDP grew at a 2.8 percent annualized rate, the
      slowest pace since 1993. Inventories are up and consumer spending is down.
      As we noted earlier, the yield curve has flattened considerably. A weak
      economy and a flat yield curve suggest that the intermediate-term segment
      of the bond market offers value. Of course, there is no guarantee that
      past trends will be repeated in the future. But for risk-averse investors
      who want a competitive level of tax-free income, the intermediate range
      merits attention.
3
<PAGE>
Your investment at work

Texas A&M University
Revenue
Refunding Bonds

[Graphic: Mortar Board Hat]

Texas A&M University is a highly-regarded educational institution, with a strong
faculty and a competitive student population. The net proceeds of these bonds
were used to pre-refund outstanding principal and interest payments of
previously issued Texas A&M bonds. The University has pledged its full faith and
credit to back the bonds. Principal and interest payments will be paid by
revenues generated by the University. The bonds are rated AA and have a coupon
of 7 percent. They represent an above average yield from a well-regarded issuer.

The National Economy:
The nation's economy has remained relatively robust in the past year as
inflation remained well under control. The Federal Reserve maintained a close
watch on inflation, raising interest rates through much of 1994. Inflation for
all of 1994 averaged only 2.4 percent, a sign that the Fed's actions were having
their desired effect. Unemployment remained low -- 5.5 percent in March -- and
averaged just 5.4 percent in 1994. Meanwhile, factory capacity remained high --
at 85.7 percent in March. Late in the year, there were some incremental signs of
a slowdown.

Portfolio Overview
[Graphic: Map of USA]
Based on market value as of March 31, 1995

Number of issues ......................      111
Average quality .......................       AA
Investment grade ......................    94.4%
Effective maturity .................... 5.39 yrs.
Largest sectors:
        General obligations ..............  17.0%
        Escrowed .........................  12.0
        Education revenue ................  11.3
        Utility revenue ..................   9.4
        Hospitals ........................   5.7


Third quarter gross domestic product slowed to a 2.8 percent growth rate, the
slowest pace since 1993. Elsewhere, consumer spending showed some signs of
weakness. Nonetheless, corporate earnings remained sound, with late cycle
companies registering strong growth. The dollar weakened significantly during
the period, falling more than 20 percent in the first quarter of 1995 alone.
While a weak dollar suggested help for the nation's exporters, it engendered
concerns among investors and inflation watchers that import prices could push
inflation higher.

Federal income tax
information on distributions...

For Federal income tax purposes, 100% of the total dividends paid by the Fund
from net investment income during the fiscal year ended March 31, 1995, is
designated as an exempt-interest dividend. 
4 
<PAGE> 
Comparison of Change in Value of a $10,000 Investment in EV Marathon National
Limited Maturity Tax Free Fund (Including Sales Charge) and the Lehman Brothers
7-Year Municipal Bond Index

From May 31, 1992, through March 31, 1995 

- - ----------------------------------------------
    AVERAGE            1        Life of       
ANNUAL RETURNS       Year        Fund*        
- - ----------------------------------------------
With CDSC            1.4%        4.8%         
- - ----------------------------------------------
Without CDSC         4.4%        5.4%         
- - ----------------------------------------------

[Line Chart -- plot points:]

         Date   EV Marathon National Lehman Brothers
                 Limited Maturity    7-Year Municipal
                 Tax Free Fund         Bond Index
         5/92           10000           10000
         6/92           10120           10159
         7/92           10459           10462
         8/92           10327           10354
         9/92           10391           10438
        10/92           10274           10368
        11/92           10517           10522
        12/92           10613           10608
         1/93           10722           10763
         2/93           11041           11093
         3/93           10905           10947
         4/93           10983           11015
         5/93           11031           11048
         6/93           11157           11250
         7/93           11180           11252
         8/93           11344           11451
         9/93           11441           11577
        10/93           11464           11607
        11/93           11391           11505
        12/93           11549           11716
         1/94           11652           11840
         2/94           11465           11583
         3/94           11134           11274
         4/94           11193           11356
         5/94           11258           11413
         6/94           11224           11392
         7/94           11357           11553
         8/94           11381           11613
         9/94           11281           11502
        10/94           11171           11387
        11/94           11023           11221
        12/94           11180           11391
         1/95           11369           11604
         2/95           11556           11866
         3/95           11627           11989

EV Marathon National Limited Maturity Tax Free Fund 
Assumes entire investment was redeemed on 3/31/95 and maximum applicable 
contingent deferred sales charge (CDSC) was deducted from redemption proceeds.

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

*Investment operations commenced on 5/22/92.

Fund performance
In accordance with guidelines issued by the Securities and Exchange Commission,
we are including a performance chart that compares your Fund's total return with
that of a broad-based investment index. The lines on the chart represent the
total returns of $10,000 hypothetical investments in EV Marathon National
Limited Maturity Tax Free Fund, and the unmanaged Lehman Brothers 7-Year
Municipal Bond Index.

The total return figures
The blue line on the chart represents the Fund's performance at net asset value.
The Fund's total return figure reflects Fund expenses and transaction costs, and
assumes the reinvestment of income dividends and capital gain distributions.

The black line represents the performance of the Lehman Brothers 7-Year
Municipal Bond Index, an unmanaged index of high yield bonds. The Index's total
return does not reflect any commissions or expenses that would be incurred if an
investor individually purchased or sold the securities represented in the Index.
5
<PAGE>


              EV Marathon National Limited Maturity Tax Free Fund
                              Financial Statements
                      Statement of Assets and Liabilities
                                 March 31, 1995

<TABLE>
<S>                                                                                    <C>         <C>
 Assets: 
 Investment in National Limited Maturity Tax Free Portfolio, at value (Note 1A) 
   (identified cost, $140,238,725)                                                                 $141,894,724 
 Receivable for Fund shares sold                                                                         37,786 
 Deferred organization expenses (Note 1D)                                                                26,899 
                                                                                                    ----------- 
      Total assets                                                                                 $141,959,409 
Liabilities: 
 Dividends payable                                                                     $253,125 
 Payable for Fund shares redeemed                                                       368,859 
 Payable to affiliates-- 
  Trustees' fees                                                                            805 
  Custodian fee                                                                             664 
 Accrued expenses                                                                        46,790 
                                                                                         ------ 
      Total liabilities                                                                                 670,243 
                                                                                                    ----------- 
Net Assets for 13,952,420 shares of beneficial interest outstanding (Class I)                      $141,289,166 
                                                                                                    =========== 
Sources of Net Assets: 
 Paid-in capital                                                                                   $143,595,646 
 Accumulated net realized loss on investment and financial futures transactions 
   (computed on the basis of identified cost)                                                        (3,710,925) 
 Accumulated distributions in excess of net investment income                                          (251,554) 
 Unrealized appreciation of investments and financial futures contracts from 
  Portfolio 
   (computed on the basis of identified cost)                                                         1,655,999 
                                                                                                    ----------- 
      Total                                                                                        $141,289,166 
                                                                                                    =========== 
Net Asset Value, Offering Price and Redemption Price (Note 6) Per Share 
  ($141,289,166 / 13,952,420 shares of beneficial interest outstanding (Class I))                     $10.13 
                                                                                                      ====== 

</TABLE>
                       See notes to financial statements
                                      6 

<PAGE> 
                            Statement of Operations
                           Year Ended March 31, 1995

<TABLE>
<S>                                                                 <C>               <C>
 Investment Income (Note 1B): 
 Interest income allocated from Portfolio                                             $ 8,325,411 
 Expenses allocated from Portfolio                                                       (788,428) 
                                                                                     -------------- 
    Net investment income from Portfolio                                              $ 7,536,983 
 Expenses-- 
  Compensation of Trustees not members of the Administrator's 
    organization                                                    $     3,366 
  Custodian fees (Note 4)                                                 6,062 
  Distribution fees (Note 5)                                          1,243,142 
  Transfer and dividend disbursing agent fees                           101,154 
  Printing and postage                                                   86,226 
  Registration costs                                                     74,809 
  Legal and accounting services                                          13,338 
  Amortization of organization expenses (Note 1D)                        12,560 
  Miscellaneous                                                          23,945 
                                                                   ------------ 
    Total expenses                                                                      1,564,602 
                                                                                     -------------- 
      Net investment income                                                           $ 5,972,381 
                                                                                     -------------- 
Realized and Unrealized Gain (Loss) on Investments: 
 Net realized loss from Portfolio-- 
   Investment transactions (identified cost basis)                  $(3,685,501) 
  Financial futures contracts                                           (34,846) 
                                                                   ------------ 
   Net realized loss                                                                  $(3,720,347) 
 Change in unrealized appreciation of investments                                       3,965,746 
                                                                                     -------------- 
    Net realized and unrealized gain                                                  $   245,399 
                                                                                     -------------- 
      Net increase in net assets from operations                                      $ 6,217,780 
                                                                                      ============== 
</TABLE>

                                      7 
                       See notes to financial statements
<PAGE> 
Financial Statements (continued)
                       Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                     Year Ended March 31, 
                                                                               ------------------------------- 
                                                                                    1995             1994 
                                                                               -------------    -------------- 
<S>                                                                             <C>              <C>
Increase (Decrease) in Net Assets: 
 From operations-- 
  Net investment income                                                         $  5,972,381     $  4,856,039 
  Net realized gain (loss) on investments                                         (3,720,347)         362,319 
  Change in unrealized appreciation (depreciation) of investments                  3,965,746       (4,172,073) 
                                                                                 -----------     ------------- 
   Net increase in net assets from operations                                   $  6,217,780     $  1,046,285 
                                                                                 -----------     ------------- 
 Distributions to shareholders (Note 2)-- 
  From net investment income                                                    $ (5,972,381)    $ (4,856,039) 
  In excess of net investment income                                                (861,674)      (1,088,243) 
  From net realized gain on investments                                              (75,636)        (290,047) 
                                                                                 -----------     ------------- 
   Total distributions to shareholders                                          $ (6,909,691)    $ (6,234,329) 
                                                                                 -----------     ------------- 
 Transactions in shares of beneficial interest (Note 3)-- 
  Proceeds from sales of shares                                                 $ 25,127,661     $ 84,350,867 
  Net asset value of shares issued to shareholders in payment of 
  distributions 
    declared                                                                       3,579,474        3,269,955 
  Cost of shares redeemed                                                        (38,513,220)     (20,523,534) 
                                                                                 -----------     ------------- 
   Increase (decrease) in net assets from Fund share transactions               $ (9,806,085)    $ 67,097,288 
                                                                                 -----------     ------------- 
    Net increase (decrease) in net assets                                       $(10,497,996)    $ 61,909,244 
Net Assets: 
 At beginning of year                                                            151,787,162       89,877,918 
                                                                                 -----------     ------------- 
 At end of year (including accumulated distributions in excess of net 
  investment 
   income of $251,554 and $315,000, respectively)                               $141,289,166     $151,787,162 
                                                                                 ===========     ============ 
</TABLE>
                       See notes to financial statements
                                      8 

<PAGE> 
                              Financial Highlights
<TABLE>
<CAPTION>
                                                                                      Year Ended March 31, 
                                                                               --------------------------------- 
                                                                                 1995       1994        1993++ 
                                                                               -------    --------    ---------- 
<S>                                                                           <C>         <C>         <C>
Net asset value, beginning of period                                          $ 10.160    $ 10.450      $10.000 
                                                                                ------     -------      -------- 
Income from operations: 
 Net investment income                                                        $  0.400    $  0.406      $ 0.339 
 Net realized and unrealized gain (loss) on investments                          0.033      (0.178)       0.573 
                                                                                ------     -------      -------- 
  Total income from operations                                                $  0.433    $  0.228      $ 0.912 
                                                                                ------     -------      -------- 
Less distributions: 
 From net investment income                                                   $ (0.400)   $ (0.406)     $(0.339) 
 In excess of net investment income                                             (0.058)     (0.091)        -- 
 From net realized gain on investments                                          (0.005)     (0.021)      (0.010) 
 From paid-in capital                                                             --          --         (0.113) 
                                                                                ------     -------      -------- 
  Total distributions                                                         $ (0.463)   $ (0.518)     $(0.462) 
                                                                                ------     -------      -------- 
Net asset value, end of period                                                $ 10.130    $ 10.160      $10.450 
                                                                                ======     =======       ======== 
Total return (1)                                                                  4.43%       2.10%        9.05% 
Ratios/Supplemental Data*: 
 Net assets, end of period (000 omitted)                                      $141,289    $151,787      $89,878 
 Ratio of net expenses to average daily net assets (2)                            1.57%       1.46%        1.50%+ 
 Ratio of net investment income to average daily net assets                       3.99%       3.78%        3.86%+ 
Portfolio Turnover (3)                                                              --           0%          51% 
*For the period from the start of business, May 22, 1992, to March 31, 1993, 
  the operating expenses of the Fund reflect a reduction of the investment adviser 
  fee. Had such action not been taken, net investment income per share and the 
  ratios would have been as follows: 
Net investment income per share                                                                         $ 0.323 
                                                                                                         ======== 
Ratios (As a percentage of average daily net assets): 
 Expenses                                                                                                  1.68%+ 
 Net investment income                                                                                     3.68%+ 
<FN>
+Computed on an annualized basis. 
++For the period from the start of business, May 22, 1992, to March 31, 1993. 
(1)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale 
  at the net asset value on the last day of each period reported. Dividends and distributions, if any, are 
  assumed to be reinvested at the net asset value on the payable date. Computed on a nonannualized basis. 
  (2)Includes the Fund's share of National Limited Maturity Tax Free Portfolio's allocated expenses. 
  (3)Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making 
  investments directly in securities. The portfolio turnover rate for the period since the Fund transferred 
  substantially all of its investable assets to the Portfolio is shown in the Portfolio's financial statements 
  which are included elsewhere in this report. 
</FN>
</TABLE>
                       See notes to financial statements
                                      9 

<PAGE> 
                         Notes to Financial Statements

(1) Significant Accounting Policies 

EV Marathon National Limited Maturity Tax Free Fund (the Fund), formerly 
Eaton Vance National Limited Maturity Tax Free Fund, is a diversified series 
of Eaton Vance Investment Trust (the Trust). The Trust is an entity of the 
type commonly known as a Massachusetts business trust and is registered under 
the Investment Company Act of 1940, as amended, as an open-end management 
investment company. The Fund invests all of its investable assets in 
interests in the National Limited Maturity Tax Free 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 (83.7% at March 31, 
1995). The performance of the Fund is directly affected by the performance of 
the Portfolio. The financial statements of the Portfolio, including the 
portfolio of investments, are included elsewhere in this report and should be 
read in conjunction with the Fund's financial statements. The following is a 
summary of significant accounting policies consistently followed by the Fund 
in the preparation of its financial statements. The policies are in 
conformity with generally accepted accounting principles. 

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

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

C. Federal Taxes--The Fund's policy is to comply with the provisions of the 
Internal Revenue Code applicable to regulated investment companies and to 
distribute to shareholders each year all of its taxable and tax-exempt 
income, including any net realized gain on investments. Accordingly, no 
provision for federal income or excise tax is necessary. At March 31, 1995, 
the Fund, for federal income tax purposes, had a capital loss carryover of 
$1,638,170 which will reduce the Fund's taxable income arising from future 
net realized gain on investments, if any, to the extent permitted by the 
Internal Revenue Code, and thus will reduce the amount of distributions to 
shareholders which will otherwise be necessary to relieve the Fund of any 
liability for federal income taxes. Such capital loss carryover will expire 
on March 31, 2003. Dividends paid by the Fund from net interest on tax-exempt 
municipal bonds allocated from the Portfolio are not includable by 
shareholders as gross income for federal income tax purposes because the Fund 
and Portfolio intend to meet certain requirements of the Internal Revenue 
Code applicable to regulated investment companies which will enable the Fund 
to pay exempt-interest dividends. The portion of such interest, if any, 
earned on private activity bonds issued after August 7, 1986, may be 
considered a tax preference item to shareholders. 

D. Deferred Organization Expenses--Costs incurred by the Fund in connection 
with its organization, including registration costs, are being amortized on 
the straight-line basis over five years. 

E. Distribution Costs--For book purposes, commissions paid on the sale of 
Fund shares and other distribution costs are charged to operations. As a 
result of a recent Internal Revenue Service ruling, the Fund changed its tax 
accounting for commissions paid from charging the expenses to paid-in capital 
to charging the expenses to operations. The change had no effect on either 
the Funds' current yield or total return (Notes 2 and 5). 

F. Other--Investment transactions are accounted for on a trade date basis. 

                                      10 

<PAGE> 
(2) Distributions to Shareholders 

The net income of the Fund is determined daily and substantially all of the 
net income so determined is declared as a dividend to shareholders of record 
at the time of declaration. In addition, the Fund, for Class I shares, 
declares each day an amount equal to the excess of tax basis net income over 
book net income, which amount is reported as distributions in excess of net 
investment income. Distributions are paid monthly. Distributions of allocated 
realized capital gains, if any, are made at least annually. Shareholders may 
reinvest capital gain distributions in additional shares of the Fund at the 
net asset value as of the ex-dividend date. Distributions are paid in the 
form of additional shares or, at the election of the shareholder, in cash. 
The Fund distinguishes between distributions on a tax basis and a financial 
reporting basis. Generally accepted accounting principles require that only 
distributions in excess of tax basis earnings and profits be reported in the 
financial statements as a return of capital. Differences in the recognition 
or classification of income between the financial statements and tax earnings 
and profits which result in over- distributions for financial statement 
purposes only 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. During the year ended March 31, 1995, $925,120 was reclassified from 
distributions in excess of net investment income to paid-in capital, due to 
the differences between book and tax accounting for distribution fees being 
considered as permanent differences. Net investment income, net realized 
gains and net assets were not affected by this reclassification. 

(3) 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). Such 
shares may be issued in a number of different classes. Transactions in Class 
I shares were as follows: 

<TABLE>
<CAPTION>
                                                                                         Year Ended March 31, 
                                                                                      -------------------------- 
                                                                                         1995           1994 
                                                                                      ----------    ------------ 
<S>                                                                                    <C>           <C>
Sales                                                                                  2,516,052      7,971,592 
Issued to shareholders electing to receive payments of distributions in Fund 
  shares                                                                                 355,954        308,665 
Redemptions                                                                           (3,859,724)    (1,938,365) 
                                                                                        ---------     ---------- 
  Net increase (decrease)                                                               (987,718)     6,341,892 
                                                                                        =========      ========== 
</TABLE>

There were no transactions involving shares of any other class. 

(4) Transactions with Affiliates 

Eaton Vance Management (EVM) serves as the administrator of the Fund, but 
receives no compensation. The Portfolio has engaged Boston Management and 
Research (BMR), a subsidiary of EVM, to render investment advisory services. 
See Note 2 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 organization, officers and Trustees 
receive remuneration for their services to the Fund out of such investment 
adviser fee. Investors Bank & Trust Company (IBT), an affiliate of EVM, 
serves as custodian of the Fund and the Portfolio. Pursuant to the respective 
custodian agreements, IBT receives a fee reduced by credits which are 
determined based on the average cash balances the Fund or the Portfolio 
maintains with IBT. Certain of the officers and Trustees of the Fund and 
Portfolio are officers and directors/trustees of the above organizations 
(Note 5). 

                                      11 

<PAGE> 
Notes to Financial Statements (continued) 

(5) 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 1/365 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) 3% 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 6) and daily amounts theretofore paid to EVD. The amount 
payable to EVD with respect to each day is accrued on such day as a liability 
of the Fund and, accordingly, reduces the Fund's net assets. The Fund accrued 
$1,122,127 as payable to EVD for the year ended March 31, 1995, representing 
0.75% (annualized) of average daily net assets. At March 31, 1995, the amount 
of Uncovered Distribution Charges of EVD calculated under the Plan was 
approximately $2,529,000. 

In addition, the Plan authorizes the Fund to make payments of service fees to 
the Principal Underwriter, Authorized Firms and other persons in amounts not 
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. 
The Trustees have initially 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 0.15% per annum of the 
Fund's average daily net assets based on the value of Class I shares sold by 
such persons and remaining outstanding for at least one year. The Fund paid 
or accrued service fees to or payable to EVD for the year ended March 31, 
1995 in the amount of $121,015. Service fee payments are made for personal 
services and/or the maintenance of shareholder accounts. Service fees are 
separate and distinct from the sales commission and distribution fees payable 
by the Fund to EVD, and, as such, are not subject to automatic discontinuance 
when there are no outstanding Uncovered Distribution Charges of EVD. 

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

(6) Contingent Deferred Sales Charge 

A contingent deferred sales charge (CDSC) is imposed on any redemption of 
Class I shares made within four 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 Class I shares acquired by reinvestment of 
dividends or capital gain distributions. The CDSC is imposed at declining 
rates that begin at 3% in the case of redemptions in the first year of 
purchase. 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 credited to the Fund. EVD received 
approximately $526,200 of CDSC paid by shareholders for the year ended March 
31, 1995. 

(7) Investment Transactions 

Increases and decreases in the Fund's investment in the Portfolio for the 
year ended March 31, 1995, aggregated $26,731,138 and $44,272,328, 
respectively. 

                                      12 
<PAGE> 
                          Independent Auditors' Report

To the Trustees and Shareholders of 
Eaton Vance Investment Trust: 

We have audited the accompanying statement of assets and liabilities of EV 
Marathon National Limited Maturity Tax Free Fund (one of the series 
constituting the Eaton Vance Investment Trust) as of March 31, 1995, and the 
related statement of operations for the year then ended, the statements of 
changes in net assets for the years ended March 31, 1995 and 1994, and the 
financial highlights for the two years ended March 31, 1995 and 1994 and for 
the period from the start of business, May 22, 1992, to May 31, 1993. These 
financial statements and financial highlights are the responsibility of the 
Trust'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. 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, such financial statements and financial highlights present 
fairly, in all material respects, the financial position of EV Marathon 
National Limited Maturity Tax Free Fund series of the Eaton Vance Investment 
Trust at March 31, 1995, the results of its operations, the changes in its 
net assets, and its financial highlights for the respective stated periods in 
conformity with generally accepted accounting principles. 

                                                         DELOITTE & TOUCHE LLP 

Boston, Massachusetts 
May 5, 1995 

                                      13 

<PAGE> 
                  National Limited Maturity Tax Free Portfolio
                           Portfolio of Investments 
                                March 31, 1995 

                          Tax-Exempt Investments--100%
<TABLE>
<CAPTION>
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Education Revenue--11.3% 
  Aa       NR           $1,500      Arizona Educational Loan Marketing Corporation, (AMT), 
                                      6.00%, 9/1/01                                               $ 1,531,800 
  A        NR            1,000      Arizona Student Loan Acquisition Authority, (AMT), 7.625%, 
                                      5/1/10                                                        1,086,570 
  Baa      NR              500      Louisiana Public Facilities Authority, Louisiana 
                                      Association of Independent Colleges & Universities, 6.20%, 
                                      12/1/99                                                         506,380 
  A        NR            1,770      Louisiana Public Facilities Authority Student Loan Revenue 
                                      Bonds, (AMT), 7.00%, 9/1/06                                   1,861,863 
  A        A-            1,275      Massachusetts Industrial Financing Agency, Clark 
                                      University, 6.80%, 7/1/06                                     1,364,837 
  A1       A+            1,730      Massachusetts Health and Educational Facilities Authority, 
                                      Tufts University Issue, 7.40%, 8/1/18                         1,856,567 
  Aa       AA            1,615      Metropolitan Government Nashville & Davidson Counties, 
                                      Tennessee, Health & Education Facilities, (Vanderbilt 
                                      Univ.), 7.625%, 5/1/08                                        1,746,929 
  Aaa      NR            1,000      The New England Education Loan Marketing Corporation, 
                                      5.80%, 3/1/02                                                 1,025,040 
  Baa1     BBB+            250      New York Dormitory Authority, State University Education 
                                      Facilities, 7.00%, 5/15/02                                      265,793 
  A1       A+            1,000      State of New York Dormitory Authority, University of 
                                      Rochester, 6.50%, 7/1/09                                      1,033,010 
  A1       AA            1,000      Texas A & M University Revenue Bonds, 7.00%, 5/15/09            1,074,140 
  A        NR            1,610      The State of Texas, Texas College Student Loan Senior Lien, 
                                      7.45%, 10/1/06                                                1,732,376 
  Aa1      AA            2,000      University of Texas Financing System, 7.00%, 8/15/07            2,192,880 
  NR       AA            1,500      Wyoming Student Loan Corporation, 6.25%, 12/1/99                1,552,920 
                                                                                                   ----------- 
                                                                                                  $18,831,105 
                                                                                                   ----------- 
                                    Escrowed--12.0% 
  Aaa      AA           $1,000      Arizona Transportation Board Subordinated Highway Revenue 
                                      Bonds, Prerefunded to 7/1/02, 6.50%, 7/1/08                 $ 1,094,120 
  Aaa      AAA           2,000      DuPage County, Illinois, (Stormwater Project), Prerefunded 
                                      to 1/1/02, 6.55%, 1/1/21                                      2,185,820 
  Aaa      AAA           4,000      City of Houston, Texas, (Water and Sewer System Prior 
                                      Lien), Prerefunded to 12/1/00, 7.40%, 12/1/18                 4,517,040 
  NR       NR            1,275      Jefferson County, Alabama, Unlimited Tax Warrant, 
                                      Prerefunded to 4/1/99, 6.40%, 4/1/09                          1,350,174 
  Aaa      A+            2,000      The Commonwealth of Massachusetts, Prerefunded to 8/1/01, 
                                      6.75%, 8/1/06                                                 2,210,920 

                                                 14 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Escrowed--(Continued) 
  Aaa      NR            1,500      Metropolitan Atlanta Rapid Transit Authority of Georgia, 
                                      Prerefunded to 7/1/98, 7.75%, 7/1/05                          1,659,015 
  Aaa      AAA           1,000      Rhode Island Depositors Economic Protection Corporation, 
                                      (MBIA), Prerefunded to 8/1/01, 6.70%, 8/1/04                  1,099,930 
  Aaa      AAA           1,350      Schuykill County, Pennsylvania, Redevelopment Authority, 
                                      (AMBAC), Prerefunded to 6/1/01, 6.75%, 6/1/02                 1,475,186 
  Aaa      A+            1,000      Southern Minnesota Municipal Power Agency, Prerefunded to 
                                      1/1/96, 6.75%, 1/1/13                                         1,037,160 
  Aaa      AAA           3,000      Western Michigan University, (AMBAC), Prerefunded to 
                                      7/15/01, 6.50%, 7/15/21                                       3,274,950 
                                                                                                   ----------- 
                                                                                                  $19,904,315 
                                                                                                   ----------- 
                                    General Obligations--17.0% 
  Aa       AA           $2,150      Arlington, Texas, Permanent Improvement, 6.00%, 8/15/01       $ 2,253,737 
  Aaa      AAA           1,500      Austin Independent School District of Travis County, Texas, 
                                      5.20%, 8/1/01                                                 1,508,700 
  Aaa      AA+           1,500      Baltimore County, Maryland, 6.00%, 7/1/05                       1,586,955 
  Aaa      AAA           1,000      Dallas County, Texas, Unlimited Tax (Road Improvement), 
                                      6.50%, 8/15/08                                                1,041,520 
  Aa1      AAA           1,000      City of Dallas, Texas (Dallas County), 5.75%, 5/1/02            1,008,170 
  Aa1      AAA           2,000      City of Dallas, Texas (Dallas, Denton and Collin Counties), 
                                      5.90%, 2/15/01                                                2,078,940 
  Aa1      AAA           1,450      City of Dallas, Texas (Dallas, Denton and Collin Counties), 
                                      5.90%, 2/15/02                                                1,511,175 
  Aaa      AA+           2,000      State of Georgia, 5.95%, 3/1/01                                 2,103,220 
  Aaa      AA+           1,000      State of Georgia, 6.00%, 3/1/04                                 1,062,210 
  Baa1     A-            1,000      New York City, 6.00%, 8/1/00                                    1,007,120 
  Aa       A+              975      Pima County, Arizona, 6.20%, 7/1/99                             1,023,974 
  A1       AA-           3,500      State of Rhode Island and Providence Plantations, 6.00%, 
                                      5/15/01                                                       3,602,235 
  Aa       AA            1,200      Texas Public Finance Authority, 5.375%, 10/1/00                 1,223,064 
  Aa       AA            3,000      State of Texas, Veterans Program, (AMT), 7.625%, 12/1/13        3,274,230 
  NR       NR            3,950      Youngstown, Ohio County School District, 6.40%, 7/1/00          3,994,872 
                                                                                                   ----------- 
                                                                                                  $28,280,122 
                                                                                                   ----------- 
                                    Health Care--1.5% 
  Baa      BBB          $1,500      Colorado Health Facilities Authority, (Rocky Mountain 
                                      Adventist Project), 6.00%, 2/1/98                           $ 1,506,375 
  NR       NR            1,000      Vermont Industrial Development Authority, (Wake Robins Corp 
                                      Project), 8.00%, 4/1/99                                       1,021,230 
                                                                                                   ----------- 
                                                                                                  $ 2,527,605 
                                                                                                   -----------
                                                          15 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Hospitals--5.7% 
  A1       AA-          $1,500      Anchorage, Alaska, Hospital Revenue Bonds, (Sisters of 
                                      Providence Project), 6.75%, 10/1/00                          $1,599,375 
  A1       AA-           1,400      California Health Facilities Financing Authority, (Sisters 
                                      of Providence), 7.50%, 10/1/10                                1,521,226 
  A        A             1,385      Kent County, Michigan, Hospital Finance Authority, 
                                      (Blodgett Memorial Medical Center), 7.25%, 7/1/05             1,479,374 
   NR      BBB+            575      County of Lucas, Ohio, Hospital Facilities (Flower 
                                      Hospital), 5.70%, 12/1/00                                       564,357 
  NR       BBB+            425      County of Lucas, Ohio, Hospital Facilities (Flower 
                                      Hospital), 5.80%, 12/1/01                                       418,302 
  Baa1     BBB             500      Massachusetts Health and Educational Facilities Authority, 
                                      (Sisters of Providence Health System), 6.00%, 11/15/00          499,490 
  NR       A-              500      Massachusetts Health and Educational Facilities Authority, 
                                      (Melrose- Wakefield Hospital), 5.70%, 7/1/00                    493,955 
  Aa       AA              300      North Central Texas Health Facilities Development 
                                      Corporation, (Baylor Health Care System Project), 6.00%, 
                                      5/15/02                                                         310,305 
  A        BBB+            500      St. John's County, Florida, Industrial Development 
                                      Authority, (Flagler Hospital Project), 5.60%, 8/1/01            500,745 
  Aa       AA              700      Virginia Beach, Virginia, Development Authority, (Sentara 
                                      Bayside Hospital), 5.65%, 11/1/98                               717,416 
  Aa       AA              610      The Rector and Visitors of the University of Virginia, 
                                      Hospital Revenue Bonds, 7.00%, 6/1/10                           646,911 
  A1       A+              375      Wisconsin Health and Educational Facilities Authority, (St. 
                                      Catherine's Hospital, Inc. Project), 5.80%, 11/15/02            374,063 
  A1       A+              365      Wisconsin Health and Educational Facilities Authority, (St. 
                                      Catherine's Hospital, Inc. Project), 5.70%, 11/15/01            364,179 
                                                                                                   ----------- 
                                                                                                   $9,489,698 
                                                                                                   ----------- 
                                    Housing--5.1% 
  Aa       AA           $2,250      Connecticut Housing Finance Authority, (Housing Mortgage 
                                      Finance Program), 6.90%, 11/15/98                            $2,365,830 
  Aa       AA+           3,500      Minnesota Housing Finance Agency, (Single Family Mortgage 
                                      Bonds), 7.55%, 7/1/04 (1)                                     3,789,835 
  NR       A+            1,000      New Jersey Housing and Mortgage Finance Agency, 6.40%, 
                                      11/1/02                                                       1,062,670 
  NR       A+            1,250      New Jersey Housing and Mortgage Finance Agency, 6.45%, 
                                      11/1/07                                                       1,293,175 
                                                                                                   ----------- 
                                                                                                   $8,511,510 
                                                                                                   ----------- 
                                    Industrial Development Revenue--1.8% 
  Baa1     NR           $  400      Jackson, Alabama, Industrial Development Board, Solid Waste 
                                      Disposal (Boise Cascade), 7.875%, 8/1/00                     $  415,828 

                                                  16 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Industrial Development Revenue--(Continued) 
  NR       NR            1,150      Michigan Job Development Authority, Pollution Control 
                                      Revenue Bonds, Chrysler Corporation Project, 5.70%, 
                                      11/1/99                                                       1,171,655 
  NR       A+              300      Ohio Industrial Development Revenue Bonds, (Specko 
                                      Corporation) (AMT), 6.25%, 6/1/00                               302,589 
  A1       A-            1,000      Richland County, South Carolina, Pollution Control Revenue 
                                      (Union Camp Corporation Project), 5.875%, 11/1/02             1,028,510 
                                                                                                   ----------- 
                                                                                                   $2,918,582 
                                                                                                   ----------- 
                                    Insured Transportation--4.2% 
  Aaa      AAA          $3,000      State of Hawaii Airport System, (MBIA), 5.80%, 7/1/01          $3,102,570 
  Aaa      AAA           1,100      Metropolitan Washington D.C. Airport Authority, (MBIA), 
                                      7.60%, 10/1/14                                                1,213,388 
  Aaa      AAA           1,500      Port of Houston Authority of Harris County, Texas, (MBIA), 
                                      5.75%, 5/1/02                                                 1,545,315 
  Aaa      AAA           1,000      New Jersey Turnpike Authority, (AMBAC), 6.40%, 1/1/07           1,058,170 
                                                                                                   ----------- 
                                                                                                   $6,919,443 
                                                                                                   ----------- 
                                    Insured Education--2.5% 
  Aaa      AAA          $2,150      Illinois State University Auxiliary Facilities System, 
                                      (MBIA), 6.20%, 4/1/01                                        $2,270,615 
  Aaa      AAA           1,840      Pennsylvania State Higher Education Assistance Agency, 
                                      (FGIC), 6.80%, 12/1/00                                        1,936,416 
                                                                                                   ----------- 
                                                                                                   $4,207,031 
                                                                                                   ----------- 
                                    Insured General Obligations--3.6% 
  Aaa      AAA          $3,000      Corpus Christi, Texas, (FGIC), 6.70%, 3/1/08                   $3,170,700 
  Aaa      AAA           1,000      District of Columbia, (MBIA), 6.00%, 6/1/01                     1,030,960 
  Aaa      AAA           1,500      Grand Ledge, Michigan, Public School District, (MBIA), 
                                      7.875%, 5/1/11                                                1,760,475 
                                                                                                   ----------- 
                                                                                                   $5,962,135 
                                                                                                   ----------- 
                                    Insured Hospitals--3.6% 
  Aaa      AAA          $3,700      Connecticut Development Authority, (Hartford Hospital Real 
                                      Estate Corporation Project), (MBIA), (AMT), 6.875%, 
                                      10/1/06                                                      $3,946,753 
  Aaa      AAA           1,000      Kentucky Development Finance Authority, (St. Luke's 
                                      Hospital) (MBIA), 7.30%, 10/1/03                              1,087,990 
  Aaa      AAA           1,000      Massachusetts Health & Education Facilities Authority, 
                                      (Metro West Health Inc.), (AMBAC), 5.70%, 11/15/01            1,036,060 
                                                                                                   ----------- 
                                                                                                   $6,070,803 
                                                                                                   ----------- 

                                                         17 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Insured Housing--1.9% 
  Aaa      AAA          $1,650      Iowa Finance Authority, Single Family Mortgage, (AMBAC), 
                                      5.55%, 7/1/00                                                $1,667,737 
  Aaa      AAA           1,460      Massachusetts State Housing Finance Authority, (AMBAC), 
                                      (AMT), 6.00%, 1/1/04                                          1,492,675 
                                                                                                   ----------- 
                                                                                                   $3,160,412 
                                                                                                   ----------- 
                                    Insured Industrial Development Revenue--3.4% 
   Aaa     AAA          $1,500      Alabama Water Pollution Control Authority, Revolving Fund 
                                      (AMBAC), 6.50%, 8/15/04                                      $1,567,875 
  Aaa      AAA           3,725      Monroe County, Michigan Pollution Control, (Detroit Edison 
                                      Project), (AMBAC), (AMT), 7.50%, 12/1/19                      4,111,841 
                                                                                                   ----------- 
                                                                                                   $5,679,716 
                                                                                                   ----------- 
                                    Insured Lease Revenue/Certificates of Participation--2.7% 
  Aaa      AAA          $1,750      Anchorage, Alaska, Certificates of Participation, (BIGI), 
                                      7.55%, 2/15/98                                               $1,831,025 
  Aaa      AAA           1,000      Philadelphia Municipal Authority, Justice Lease Revenue 
                                      Bonds, (MBIA), 6.60%, 11/15/00                                1,063,260 
  Aaa      AAA           1,500      Texas, Public Finance Authority, (AMBAC), 5.60%, 2/1/00         1,543,140 
                                                                                                   ----------- 
                                                                                                   $4,437,425 
                                                                                                   ----------- 
                                    Insured Utilities--2.0% 
  Aaa      AAA          $1,000      Intermountain Power Agency, Utah, (FGIC), 7.00%, 7/1/15        $1,051,960 
  Aaa      AAA           2,150      Washington Public Power Supply System, Nuclear Project No. 
                                      3, (FGIC), 7.00%, 7/1/05                                      2,318,603 
                                                                                                   ----------- 
                                                                                                   $3,370,563 
                                                                                                   ----------- 
                                    Insured Special Tax--2.0% 
  Aaa      AAA          $1,000      Arizona State Transportation Board, (Maricopa County Area 
                                      Regional Road Fund), (MBIA), 7.00%, 7/1/00                   $1,095,190 
  Aaa      AAA           1,090      City of Dallas (Dallas, Denton and Collin Counties), Civic 
                                      Center Convention Complex, (AMBAC), 6.20%, 1/1/99             1,144,151 
  Aaa      AAA           1,000      Harris County Municipal Utility District No. 238, (MBIA), 
                                      6.00%, 9/1/09                                                 1,004,140 
                                                                                                   ----------- 
                                                                                                   $3,243,481 
                                                                                                   ----------- 
                                    Insured Water & Sewer--1.4% 
  Aaa      AAA          $1,000      Boston Water and Sewer Commission, (FSA), 5.50%, 11/1/01       $1,020,360 
  Aaa      AAA           1,170      City of Vallejo, California, (Water Improvement Project), 
                                      (FGIC), 6.00%, 11/1/00                                        1,231,413 
                                                                                                   ----------- 
                                                                                                   $2,251,773 
                                                                                                   -----------
                                                              18 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Miscellaneous--2.0% 
  A        A+           $1,000      Metropolitan Pier and Exposition Authority of Illinois, 
                                      McCormick Place Expansion Project, 5.75%, 6/15/02            $1,025,320 
  A        A+              500      Metropolitan Pier and Exposition Authority of Illinois, 
                                      McCormick Place Expansion Project, 5.90%, 6/15/03               516,320 
  A        A-              300      The Pennsylvania Industrial Development Authority, Economic 
                                      Development Revenue Bonds, 6.80%, 1/1/01                        325,044 
  Aa       AA            1,400      Virginia State Public School Authority, 6.00%, 8/1/01           1,461,054 
                                                                                                   ----------- 
                                                                                                   $3,327,738 
                                                                                                   ----------- 
                                    Solid Waste--2.0% 
  NR       A+           $1,500      Fairfax County Economic Development Authority, (Ogden 
                                      Martin Systems of Fairfax, Inc. Project), (AMT), 7.75%, 
                                      2/1/11                                                       $1,646,250 
  NR       NR            1,800      Pennsylvania Economic Development Authority, Resource 
                                      Recovery, (Northampton), 6.75%, 1/1/07                        1,754,316 
                                                                                                   ----------- 
                                                                                                   $3,400,566 
                                                                                                   ----------- 
                                    Special Tax Revenue--0.6% 
  Aa       AA-          $1,000      Municipal Assistance Corporation for New York City, New 
                                      York, 6.75%, 7/1/06                                          $1,045,690 
                                                                                                   ----------- 

                                    Transportation--3.6% 
  Baa      BB           $2,000      Denver, Colorado City & County Airport, (AMT),7.00%, 
                                      11/15/99                                                     $2,049,420 
  Aa       AA-           3,700      Los Angeles, California, Department of Airports, 7.40%, 
                                      5/1/10                                                        3,894,065 
                                                                                                   ----------- 
                                                                                                   $5,943,485 
                                                                                                   ----------- 
                                    Utility Revenue--9.4% 
  Aa       AA           $1,545      Conservation and Renewable Energy System, Washington 
                                      Conservation Project, 5.55%, 10/1/02                         $1,560,975 
  Aa3      AA-           1,000      Chicago, Illinois, Gas Supply Revenue Bonds, (The Peoples 
                                      Gas Light and Coke Company Project), 7.50%, 3/1/15            1,092,010 
  Aa       A+            1,000      Grant County, Washington, Public Utility District No. 2, 
                                      5.30%, 1/1/02                                                   988,220 
  Aa       AA            1,000      Intermountain Power Agency, Power Supply Revenue Bonds, 
                                      7.20%, 7/1/11                                                 1,067,460 
  Aa1      AA            1,000      Jacksonville Electric Authority, St. John's River Power 
                                      System, 6.75%, 10/1/05                                        1,082,440 
  Aa1      AA            1,225      Jacksonville Electric Authority, St. John's River Power 
                                      System, 6.50%, 10/1/01                                        1,330,472 
  Aa2      AA            2,500      Jefferson County, Kentucky, Louisville Gas and Electric 
                                      Company Project, 7.75%, 2/1/19                                2,682,775 

                                                                19 

<PAGE> 
Ratings (unaudited) 
- - ------------------- 
                       Principal 
          Standard      Amount 
Moody's   & Poor's   (000 omitted)                            Security                               Value 
- - ------------------------------------------------------------------------------------------------------------- 
  <S>      <C>          <C>         <C>                                                           <C>
                                    Utility Revenue--(Continued) 
  Aa3      AA-           1,000      Joliet Illinois, Gas Supply Revenue, Peoples Gas Light & 
                                      Coke, 8.00%, 6/1/99                                            1,101,250 
   A       BBB+            800      Massachusetts Municipal Wholesale Electric Company, Power 
                                      Supply System Revenue Bonds, 5.70%, 7/1/01                       817,576 
  A        BBB+            200      Massachusetts Municipal Wholesale Electric Company, Power 
                                      Supply System Revenue Bonds, 5.70%, 7/1/01                       204,394 
  Aa       A+            1,000      Platte River Power Authority (Colorado), 6.50%, 6/1/01           1,050,210 
  Aa       AA            1,000      Washington Public Power Supply System, Nuclear Project No. 
                                      3, 7.375%, 7/1/04                                              1,092,030 
  Aa       AA            1,500      Washington Public Power Supply System, Nuclear Project No. 
                                      1, 7.50%, 7/1/15                                               1,619,040 
                                                                                                   ----------- 
                                                                                                  $ 15,688,852 
                                                                                                   ----------- 
                                    Water & Sewer Revenue--0.7% 
  Aa       AA+          $1,000      Harris County, Texas, Flood Control District, 7.125%, 
                                      10/1/00                                                     $  1,099,800 
                                                                                                   ----------- 

                                    Total Investments (identified cost, $164,657,310)             $166,271,850 
                                                                                                    =========== 
</TABLE>

The Portfolio invests primarily in debt securities issued by municipalities. 
The ability of the issuers of the debt securities to meet their obligations 
may be affected by economic developments in a specific industry or 
municipality. In order to reduce the risk associated with such economic 
developments, at March 31, 1995, 27.3% of the securities in the portfolio of 
investments are backed by bond insurance of various financial institutions 
and financial guaranty assurance agencies. The aggregate percentage by 
financial institution ranged from 6.7% to 12.2% of total investments. 

At March 31, 1995, the concentration of the Portfolio's invesments in the 
various states, determined as a percentage of total investments, is as 
follows: 

Texas 20% 
Others, representing less than 10% individually 80% 

(1) At March 31, 1995, the market value of securities segregated to cover 
margin requirements for open financial futures 
contracts amounted to $3,789,835. 

                         See notes to financial statements 

                                      20 

<PAGE> 
                              Financial Statements

                     Statement of Assets and Liabilities 

                                March 31, 1995 

<TABLE>
<S>                                                                         <C>         <C>
 Assets: 
 Investments, at value (Note 1A) (identified cost, $164,657,310)                         $166,271,850 
 Cash                                                                                         226,609 
 Interest receivable                                                                        3,051,487 
 Receivable for investments sold                                                               75,000 
 Deferred organization expenses (Note 1D)                                                       7,628 
                                                                                        -------------- 
      Total assets                                                                       $169,632,574 
Liabilities: 
 Payable to affiliates-- 
  Custodian fee                                                             $7,011 
  Trustees' fees                                                             1,767 
 Accrued expenses                                                            2,992 
                                                                            ------ 
      Total liabilities                                                                        11,770 
                                                                                        -------------- 
Net Assets applicable to investors' interest in Portfolio                                $169,620,804 
                                                                                        ============== 
Sources of Net Assets: 
 Net proceeds from capital contributions and withdrawals                                 $168,150,770 
 Unrealized appreciation of investments and financial futures contracts 
   (computed on the basis of identified cost)                                               1,470,034 
                                                                                        -------------- 
      Total                                                                              $169,620,804 
                                                                                        ============== 

</TABLE>
                         See notes to financial statements 
                                      21 

<PAGE> 
                           Statement of Operations 

                          Year Ended March 31, 1995 

<TABLE>
<S>                                                                    <C>               <C>
   Investment Income: 
 Interest income                                                                          $ 9,717,360 
 Expenses-- 
  Investment adviser fee (Note 2)                                       $   817,082 
  Compensation of Trustees not members of the Investment Adviser's 
    organization                                                             10,760 
  Custodian fees (Note 2)                                                    33,898 
  Bond pricing                                                               20,631 
  Legal and accounting services                                              19,696 
  Printing and postage                                                        2,723 
  Amortization of organization expenses (Note 1D)                             2,468 
  Miscellaneous                                                              12,798 
                                                                       ------------ 
    Total expenses                                                                            920,056 
                                                                                         -------------- 
      Net investment income                                                               $ 8,797,304 
                                                                                         -------------- 
Realized and Unrealized Gain (Loss): 
 Net realized loss-- 
  Investment transactions (identified cost basis)                       $(4,468,407) 
  Financial futures contracts                                               (40,770) 
                                                                       ------------ 
   Net realized loss                                                                      $(4,509,177) 
 Change in unrealized appreciation (depreciation) of-- 
  Investments                                                           $ 4,812,671 
  Financial futures contracts                                              (144,506) 
                                                                       ------------ 
   Net change in unrealized appreciation                                                    4,668,165 
                                                                                         -------------- 
    Net realized and unrealized gain                                                      $   158,988 
                                                                                         -------------- 
     Net increase in net assets from operations                                           $ 8,956,292 
                                                                                          ============== 
</TABLE>
                         See notes to financial statements 

                                      22 
<PAGE> 
                      Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                     Year Ended March 31, 
                                                                              ----------------------------------- 
                                                                                    1995              1994* 
                                                                              ---------------    ---------------- 
<S>                                                                           <C>                <C>
Increase (Decrease) in Net Assets: 
 From operations-- 
  Net investment income                                                         $  8,797,304       $  5,828,043 
  Net realized gain (loss) on investments                                         (4,509,177)           350,267 
  Change in unrealized appreciation (depreciation) of investments                  4,668,165         (5,375,092) 
                                                                               -------------      -------------- 
   Net increase in net assets from operations                                   $  8,956,292       $    803,218 
                                                                               -------------      -------------- 
 Capital transactions-- 
  Contributions                                                                 $ 53,163,573       $201,859,544 
  Withdrawals                                                                    (70,340,668)       (24,921,175) 
                                                                               -------------      -------------- 
   Increase (decrease) in net assets resulting from capital transactions        $(17,177,095)      $176,938,369 
                                                                               -------------      -------------- 
    Total increase (decrease) in net assets                                     $ (8,220,803)      $177,741,587 
Net Assets: 
 At beginning of period                                                          177,841,607            100,020 
                                                                               -------------      -------------- 
 At end of period                                                               $169,620,804       $177,841,607 
                                                                                =============      ============== 
*For the period from the start of business, May 3, 1993, to March 31, 1994 
</TABLE>

                              Supplementary Data 

<TABLE>
<CAPTION>
                                                                                     Year Ended March 31, 
                                                                              ----------------------------------- 
                                                                                    1995              1994* 
                                                                              ---------------    ---------------- 
<S>                                                                           <C>                <C>
Ratios (As a percentage of average daily net assets): 
 Expenses                                                                             0.53%              0.52%+ 
 Net investment income                                                                5.02%              4.74%+ 
Portfolio Turnover                                                                      56%                21% 
Net Assets, end of period (000 omitted)                                           $169,621           $177,842 
+Annualized. 
*For the period from the start of business, May 3, 1993, to March 31, 1994 
</TABLE>

                                      23 

<PAGE> 
Notes to Financial Statements 

(1) Significant Accounting Policies 

National Limited Maturity Tax Free Portfolio (the Portfolio) is registered 
under the Investment Company Act of 1940 as a diversified open-end management 
investment company which was organized as a trust under the laws of the State 
of New York on May 1, 1992. The Declaration of Trust permits the Trustees to 
issue 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 Valuation--Municipal bonds are normally valued on the basis of 
valuations furnished by a pricing service. Taxable obligations, if any, for 
which price quotations are readily available are normally valued at the mean 
between the latest bid and asked prices. Futures contracts listed on 
commodity exchanges are valued at closing settlement prices. Short-term 
obligations, maturing in sixty days or less, are valued at amortized cost, 
which approximates value. Investments for which valuations or market 
quotations are unavailable are valued at fair value using methods determined 
in good faith by or at the direction of the Trustees. 

B. Income--Interest income is determined on the basis of interest accrued, 
adjusted for amortization of premium or discount when required for federal 
income tax purposes. 

C. 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 
investor's distributive share of the Portfolio's net taxable (if any) and 
tax-exempt investment income, net realized capital gains, and any other items 
of income, gain, loss, deduction or credit. Interest income received by the 
Portfolio on investments in municipal bonds, which is excludable from gross 
income under the Internal Revenue Code, will retain its status as income 
exempt from federal income tax when allocated to the Portfolio's investors. 
The portion of such interest, if any, earned on private activity bonds issued 
after August 7, 1986 may be considered a tax preference item for investors. 

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. Financial Futures Contracts--Upon the entering of a financial futures 
contract, the Portfolio is required to deposit ("initial margin") either in 
cash or securities an amount 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. 
The Portfolio's investment in financial futures contracts is designed only to 
hedge against anticipated future changes in interest rates. Should interest 
rates move unexpectedly, the Portfolio may not achieve the anticipated 
benefits of the financial futures contracts and may realize a loss. 

F. Other--Investment transactions are accounted for on a trade date basis. 

                                      24 

<PAGE> 
(2) 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 assets plus a percentage of
gross income (i.e., income other than gains from the sale of securities). For
the year ended March 31, 1995, the fee was equivalent to 0.46% of the
Portfolio's average net assets for such period and amounted to $817,082. 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 Advisor 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 March 31, 1995, no
significant amounts have been deferred.

(3) Line of Credit 

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

(4) Investments 

Purchases and sales of investments, other than U.S. Government securities and 
short-term obligations, aggregated $96,920,876 and $105,148,521, respectively. 

(5) Federal Income Tax Basis of Investments 

The cost and unrealized appreciation/depreciation in value of the investments
owned at March 31, 1995, as computed on a federal income tax basis, were as
follows:

Aggregate cost                       $164,657,310 
                                     ============
Gross unrealized appreciation        $  2,049,017 
Gross unrealized depreciation             434,477 
                                     ------------ 
  Net unrealized appreciation        $  1,614,540 
                                     ============ 
(6) Financial Instruments 

The Portfolio regularly trades 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 and 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. A summary of obligations
under these financial instruments at March 31, 1995 is as follows:

Futures Contract                                         Net unrealized 
expiration date     Contracts                Position    depreciation 
- - ----------------    ----------------------   --------    --------------- 
6/95                85 U.S. Treasury Bonds   Short       $144,506 
                                                         =============== 

At March 31, 1995 the Portfolio had sufficient cash and/or securities to 
cover margin requirements on open futures contracts. 

                                      25 
<PAGE> 
Independent Auditors' Report 

To the Trustees and Investors of 
National Limited Maturity Tax Free Portfolio: 

We have audited the accompanying statement of assets and liabilities, 
including the portfolio of investments of National Limited Maturity Tax Free 
Portfolio as of March 31, 1995, the related statement of operations for the 
year ended March 31, 1995, and the statements of changes in net assets, and 
the supplementary data for the year ended March 31, 1995 and for the period 
from the start of business, May 3, 1993, to March 31, 1994. These financial 
statements and supplementary data are the responsibility of the Trust'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 the 
securities owned at March 31, 1995, by correspondence with the custodian. An 
audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion. 

In our opinion, such financial statements and supplementary data present 
fairly, in all material respects, the financial position of National Limited 
Maturity Tax Free Portfolio as of March 31, 1995, the results of its 
operations, changes in its net assets and its supplementary data for the 
respective stated periods, in conformity with generally accepted accounting 
principles. 

                                                         DELOITTE & TOUCHE LLP 

Boston, Massachusetts 
May 5, 1995 

                                      26 

<PAGE> 
Investment Management 

EV Marathon 
National 
Limited Maturity 
Tax Free Fund 
24 Federal Street 
Boston, MA 02110 

Officers 

Thomas J. Fetter 
President 

James B. Hawkes 
Vice President, Trustee 

Robert B. MacIntosh 
Vice President 

James L. O'Connor 
Treasurer 

Thomas Otis 
Secretary 

James F. Alban 
Assistant Treasurer 

Douglas C. Miller 
Assistant Treasurer 

Janet E. Sanders 
Assistant Treasurer and 
Assistant Secretary 

A. John Murphy 
Assistant Secretary 

Independent Trustees 

Donald R. Dwight 
President, Dwight Partners, Inc. 
Chairman, Newspapers of 
New England, Inc. 

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 

                                      

<PAGE> 
National 
Limited Maturity Tax Free 
Portfolio 
24 Federal Street 
Boston, MA 02110 

Officers 

Thomas J. Fetter 
President 

James B. Hawkes 
Vice President, Trustee 

Robert B. MacIntosh 
Vice President 

James L. O'Connor 
Treasurer 

Thomas Otis 
Secretary 

James F. Alban 
Assistant Treasurer 

Janet E. Sanders 
Assistant Treasurer and 
Assistant Secretary 

A. John Murphy 
Assistant Secretary 

Portfolio Manager 
Raymond E. Hender 

Independent Trustees 

Donald R. Dwight 
President, Dwight Partners, Inc. 
Chairman, Newspapers of 
New England, Inc. 

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 

                                      27 
 





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