EATON VANCE INVESTMENT TRUST
N-30D, 1995-11-16
Previous: ORGANOGENESIS INC, S-8, 1995-11-16
Next: EATON VANCE INVESTMENT TRUST, N-30D, 1995-11-16







EV Marathon
National
Limited Maturity
Tax Free Fund
Semi-Annual 
Shareholder Report
September 30, 1995



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




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


<PAGE>

To Shareholders

EV Marathon National Limited Maturity Tax Free Fund had a total return of 3.5%
for the six months ended September 30, 1995, the result of a rise in net asset
value per share to $10.27 on September 30, 1995 from $10.13 on March 31, 1995
and the reinvestment of $0.208 per share in dividends. That return does not
include contingent deferred sales charges incurred by certain redeeming
shareholders. Based on the Fund's most recent dividend and a net asset value of
$10.27, the Fund had a distribution rate of 4.01% at September 30. To equal that
in a taxable investment, a couple paying the 36% federal tax rate would need a
yield of 6.27%.

A pattern of slow economic growth bodes well for all capital markets and
particularly fixed-income markets, including municipal bonds. Indeed, municipal
bonds performed well during the first nine months of 1995 by realizing strong
capital appreciation as a result of this favorable investment environment.
However, during this period, the tax-exempt market underperformed the taxable
market because of concern about the potential passage of major tax reform (e.g.,
flat tax, value added tax or consumption tax) legislation.

Were major tax reform to become law, municipal bonds would probably be
underperformers relative to taxable bonds because the current tax-advantaged
status of municipal bonds likely would be eliminated. However, for many reasons,
we at Eaton Vance believe there is little chance of major tax reform legislation
being enacted. For example, the inherent regressivity of the various flat tax
proposals will provoke much opposition, as will proposals to eliminate such tax
breaks as deductions for mortgage interest and state and local taxes. Also, such
proposals could seriously depress entire sectors of the U.S. economy.

Accordingly, we view this recent underperformance by municipal bonds (because
of fears of tax reform) as a potential buying opportunity. Municipal bonds
could represent an attractive asset class at these current relative trading
relationships, with the potential for future outperformance for those investors
willing to adopt a patient, long-term investment horizon. 

In addition, proposals are now circulating in both Congress and the White House
to reduce the nation's budget deficit by severely cutting expenditures over 
the next decade. If enacted, such a concept would drastically reduce the 
federal government's borrowing needs and, as a result, would exert a 
meaningful downward influence on interest rates across the entire yield curve.
All fixed-income instruments, including municipal bonds, would benefit.

We will continue to monitor changes in economic and political conditions and to
pursue the goal of your Fund: to provide you with a competitive distribution of
tax-free income from a portfolio of quality municipal bonds.+

- -------------
|            |                                 Sincerely,
|   Photo    |
|     of     |                                 /s/ Thomas J. Fetter
|   Thomas   |
|     J.     |                                 Thomas J. Fetter
|   Fetter   |                                 President
|            |                                 November 20, 1995
- -------------

+ 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 market climate in recent months?

     R.H.: The economy has given a lot of mixed signals in recent months, and
         that has added some uncertainty to the market. On one hand, the economy
         continues to expand a bit. On the other hand, there is evidence that
         the economy is reaching a mature phase. Consumers appear to have nearly
         exhausted their borrowing power, and auto and home sales have flagged
         somewhat. Importantly, inflation has remained in check, in the 2%
         range. With inflation posing little threat, we feel interest rates
         should be stable-to-modestly lower for the foreseeable future.

     Q.  What changes have you made to the Portfolio?

     R.H.: The Portfolio's objective of seeking to maximize income while
         limiting net asset volatility has remained unchanged. We did, however,
         slightly alter the make-up of the Portfolio to take advantage of a
         changing market.

                          ----------------------------
                          |                          |
                          |                          |
                          |         PHOTO OF         |
                          |    RAYMOND E. HENDER     |
                          |                          |
                          |                          |
                          ----------------------------
                               Raymond E. Hender
                               -----------------

         From a credit standpoint, we've added to our holdings of non-rated
         bonds, which should provide some new opportunities for the Portfolio.
         We've also positioned the Portfolio's investments more evenly along the
         yield curve to take advantage of a flatter curve. That's preferable to
         concentating on one area of the curve. In some cases, focusing on the
         short end alone results in minimizing income, while focusing on the
         long end may provide too much volatility. Given a flatter yield curve,
         we've been able to spread our investment to offer a measure of
         protection against getting caught at the wrong end.

         With a more constructive outlook for the market, we were comfortable in
         slightly increasing the Portfolio's exposure to interest rate changes.
         Accordingly, we've sold bonds with the lowest book yield and lowest
         durations and slightly increased the Portfolio's average durations.

         Finally, from a quality standpoint, the Portfolio has maintained an
         average rating of AA. While the rating mix within the Portfolio is
         changing, our credit standards remain the same.

2
<PAGE>

     Q.  What is the advantage of investing in non-rated bonds?

     R.H.: Non-rated bonds may provide some unusual opportunties for investors.
         Eaton Vance has added to its analytical staff in recent months and has
         thereby enhanced its research capabilities. We can now provide the
         intensive research and constant monitoring that non-rated issues
         demand. In addition to providing opportunities to enhance the
         Portfolio's yield, investing in non-rated bonds represents a further
         diversification of the Portfolio. For example, insured issues - which
         now represent 40% of the market - are insured by only five major
         insurance companies. By including bonds with so-called "stand-alone
         ratings" - those without third-party ratings - we are diversifying away
         from these monoline insurers. I think that's a positive development for
         the Portfolio.

     Q.  What changes have you made from a sector standpoint?

     R.H.: As just mentioned, we've lightened up on the insured sector a bit.
         We've also somewhat reduced the Portfolio's exposure to solid waste
         bonds and electric utilities. Finally, we have become more selective
         with respect to hospitals and the healthcare sector.

         The solid waste sector tends to be very project-specific. Recent court
         rulings have eliminated floor supports for some of these projects, so
         there will be winners and losers in the resource recovery field. We're
         focusing on projects we believe will benefit from these rulings. In the
         electric utility sector, the onset of wholesale wheeling has reduced
         the credit quality of some utilities, as large customers choose less
         costly alternatives.

    Q. Why have you been reducing your hospital exposure?

    R.H.: The hospital sector has become more competitive with shifting 
     demographics and rising pressure to reduce health care costs. In 
    a tougher competitive environment, some hospitals will emerge with a 
     larger market share, while others will face a bleak future. We've tried 
     to focus on those hospitals and alternative health care facilities, such 
     as assisted living centers, that will be among the beneficiaries of the 
     newly competitive climate.

    Q. What kind of hospitals are you 
    looking at?

    R.H.: We look for hospitals that have especially favorable demographics. 
     Others may have a unique market niche, such as rehabilitation or organ 
     transplants. Finally, we look for hospitals that have formed strategic 
     alliances with health maintenace organizations (HMOs). It's clear that 
     HMOs represent the wave of the future for health care. The hospitals 
     that have formed 

                                                                               3
<PAGE>

         these alliances, or have merged with other institutions, have managed
         to sharply reduce their cost structures. As a result, we believe they
         can deliver health care more efficiently while eliminating waste.

     Q.  Looking ahead, Ray, what is your outlook for the market?

     R.H.: Because of investors' flat tax concerns - which are greatly
         exaggerated in my view - the municipal market has lagged the Treasury
         market in 1995. But 10-year municipal bonds still offer yields that are
         nearly 83% of 30-year muni yields, according to Bloomberg Financial,
         representing value in the intermediate range. As we noted earlier, the
         economy shows signs of maturing, usually a favorable time to consider
         bonds. And, a flat yield curve typically signals value in the
         intermediate range.

         If the Federal Reserve chooses to lower interest rates, as has been
         rumored for many months, the outlook for bonds could improve further.
         Naturally, past trends don't always provide a clue to future
         performance. But, in my view, fixed-income investors who want to limit
         their volatility while enjoying a competitive level of tax-free income,
         should consider the intermediate-term market.


The National Economy: 

The nation's economy continues to grow at a moderate, albeit uneven pace, amid
signs that the expansion is reaching a mature phase. The manufacturing sector
paused at mid-year, with production slowing in the second quarter amid a jump in
inventories. The third quarter was more robust than expected, with GDP rising
4.2%. However, the consensus remains that the economy will continue to avoid
excesses and that inflation will remain under control. Recent reports have
suggested that retail sales and auto sales are lagging, while the leading
indicators have weakened somewhat as well. With the Fed having apparently
successfully engineered its soft landing, the market increasingly anticipates
lower interest rates in the future.


                              -------------------------------------------------
                              |              Portfolio Overview               |
                              |              Based on market value as of      |
                              |              September 30, 1995               |
                              | [Map of                                       |
                              |   USA]       Number of issues..............94 |
                              |              Average quality..............AA- |
                              |              Investment grade...........89.7% |
                              |              Effective maturity.....5.55 yrs. |
                              |                                               |
                              | Largest sectors:                              |
                              |   General obligations...................20.5% |
                              |   Education revenue.....................12.6  |
                              |   Utility revenue........................8.8  |
                              |   Industrial development revenue.........8.2  |
                              |   Housing................................5.0  |
                              |                                               |
                              -------------------------------------------------
4

<PAGE>


<TABLE>
<CAPTION>
                          EV Marathon National Limited Maturity Tax Free Fund
                                        Financial Statements
                                Statement of Assets and Liabilities
- --------------------------------------------------------------------------------------------------------
                                  September 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------------------------------
<S>                                                                            <C>         <C>
Assets: 
 Investment in National Limited Maturity Tax Free Portfolio, at value 
   (Note 1A) (identified cost, $123,229,082)                                               $126,824,171 
 Deferred organization expenses (Note 1D)                                                        20,602 
                                                                                             ----------- 
      Total assets                                                                         $126,844,773 
Liabilities: 
 Dividends payable                                                             $209,257 
 Payable for Fund shares redeemed                                               388,060 
 Payable to affiliates-- 
  Trustees' fees                                                                    853 
  Custodian fee                                                                     506 
 Accrued expenses                                                                36,414 
                                                                                  ----- 
      Total liabilities                                                                         635,090 
                                                                                             ----------- 
Net Assets for 12,294,986 shares of beneficial interest outstanding 
   (Class I)                                                                               $126,209,683 
                                                                                             =========== 
Sources of Net Assets: 
 Paid-in capital                                                                           $126,675,581 
 Accumulated net realized loss on investment and financial futures 
  transactions 
   (computed on the basis of identified cost)                                                (3,772,327) 
 Accumulated distributions in excess of net investment income                                  (288,660) 
 Unrealized appreciation of investments from Portfolio 
   (computed on the basis of identified cost)                                                 3,595,089 
                                                                                             ----------- 
      Total                                                                                $126,209,683 
                                                                                             =========== 
Net Asset Value, Offering Price and Redemption Price (Note 6) Per Share 
  ($126,209,683 / 12,294,986 shares of beneficial interest outstanding 
  (Class I))                                                                                  $10.27 
                                                                                             =========== 
</TABLE>

                        See notes to financial statements 

                                                                             5 

<PAGE>
 
Financial Statements (continued) 

                           Statement of Operations 
 ----------------------------------------------------------------------------- 
               Six Months Ended September 30, 1995 (unaudited) 
 ----------------------------------------------------------------------------- 
 Investment Income (Note 1B): 
 Interest income allocated from Portfolio                        $3,758,279 
 Expenses allocated from Portfolio                                 (383,518) 
                                                                   --------- 
    Net investment income from Portfolio                         $3,374,761 
 Expenses-- 
  Compensation of Trustees not members of the 
    Administrator's organization                    $   1,979 
  Custodian fees (Note 4)                               6,673 
  Distribution fees (Note 5)                          565,581 
  Transfer and dividend disbursing agent fees          40,435 
  Printing and postage                                 30,216 
  Legal and accounting services                        12,275 
  Registration costs                                    6,913 
  Amortization of organization expenses (Note 1D)       6,297 
  Miscellaneous                                        17,220 
                                                       ------ 
    Total expenses                                                  687,589 
                                                                   --------- 
      Net investment income                                      $2,687,172 
                                                                   --------- 
Realized and Unrealized Gain (Loss) on 
  Investments: 
 Net realized gain (loss) from Portfolio-- 
   Investment transactions (identified cost 
    basis)                                          $ 626,065 
  Financial futures contracts                        (687,467) 
                                                       ------ 
   Net realized loss                                             $  (61,402) 
 Change in unrealized appreciation of investments                 1,939,090 
                                                                   --------- 
    Net realized and unrealized gain                             $1,877,688 
                                                                   --------- 
      Net increase in net assets from operations                 $4,564,860 
                                                                   ========= 

                        See notes to financial statements 

6 

<PAGE>
 
<TABLE>
<CAPTION>
                                   Statements of Changes in Net Assets 
 --------------------------------------------------------------------------------------------------------- 
                                                                    Six Months Ended 
                                                                   September 30, 1995       Year Ended 
                                                                      (unaudited)         March 31, 1995 
<S>                                                                   <C>                  <C>
                                                                    -----------------     --------------- 
Increase (Decrease) in Net Assets: 
 From operations-- 
  Net investment income                                               $  2,687,172         $  5,972,381 
  Net realized loss on investments                                         (61,402)          (3,720,347) 
  Change in unrealized appreciation of investments                       1,939,090            3,965,746 
                                                                    -----------------     --------------- 
   Net increase in net assets from operations                         $  4,564,860         $  6,217,780 
                                                                    -----------------     --------------- 
 Distributions to shareholders (Note 2)-- 
  From net investment income                                          $ (2,687,172)        $ (5,972,381) 
  In excess of net investment income                                       (37,106)            (861,674) 
  From net realized gain on investments                                         --              (75,636) 
                                                                    -----------------     --------------- 
   Total distributions to shareholders                                $ (2,724,278)        $ (6,909,691) 
                                                                    -----------------     --------------- 
 Transactions in shares of beneficial interest (Note 3)-- 
  Proceeds from sales of shares                                       $  2,608,181         $ 25,127,661 
  Net asset value of shares issued to shareholders in payment 
    of distributions declared                                            1,418,391            3,579,474 
  Cost of shares redeemed                                              (20,946,637)         (38,513,220) 
                                                                    -----------------     --------------- 
   Decrease in net assets from Fund share transactions                $(16,920,065)        $ (9,806,085) 
                                                                    -----------------     --------------- 
    Net decrease in net assets                                        $(15,079,483)        $(10,497,996) 
Net Assets: 
 At beginning of period                                                141,289,166          151,787,162 
                                                                    -----------------     --------------- 
 At end of period (including distributions in excess of net 
  investment 
   income of $288,660 and $251,554, respectively)                     $126,209,683         $141,289,166 
                                                                    =================     =============== 
</TABLE>

                        See notes to financial statements 

                                                                             7 

<PAGE>
 
 Financial Statements (continued) 

<TABLE>
<CAPTION>
                                            Financial Highlights 
 ------------------------------------------------------------------------------------------------------------ 
                                                         Six Months Ended 
                                                          September 30,            Year Ended March 31, 
                                                               1995           ------------------------------- 
                                                           (Unaudited)         1995       1994       1993++ 
<S>                                                          <C>             <C>        <C>          <C>
                                                         -----------------      ----------------------------- 
Net asset value, beginning of period                         $  10.13        $ 10.160   $ 10.450     $10.000 
                                                         -----------------      -----      -----      ------- 
Income from operations: 
 Net investment income                                       $  0.204        $  0.400   $  0.406     $ 0.339 
 Net realized and unrealized gain (loss) on 
  investments                                                   0.143           0.033     (0.178)      0.573 
                                                         -----------------      -----      -----      ------- 
  Total income from operations                               $  0.347        $  0.433   $  0.228     $ 0.912 
                                                         -----------------      -----      -----      ------- 
Less distributions: 
 From net investment income                                  $ (0.204)       $ (0.400)  $ (0.406)    $(0.339) 
 In excess of net investment income                            (0.003)         (0.058)    (0.091)       -- 
 From net realized gain on investments                             --          (0.005)    (0.021)     (0.010) 
 From paid-in capital                                              --           --          --        (0.113) 
                                                         -----------------      -----      -----      ------- 
  Total distributions                                        $ (0.207)       $ (0.463)  $ (0.518)    $(0.462) 
                                                         -----------------      -----      -----      ------- 
Net asset value, end of period                               $ 10.270        $ 10.130   $ 10.160     $10.450 
                                                         =================      =====      =====      ======= 
Total return (1)                                                 3.46%           4.43%      2.10%       9.05% 

Ratios/Supplemental Data*: 
 Net assets, end of period (000 omitted)                     $126,210        $141,289   $151,787     $89,878 
 Ratio of net expenses to average daily net assets (2)           1.60%+          1.57%      1.46%       1.50%+ 
 Ratio of net investment income to average daily net 
  assets                                                         3.99%+          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%+ 
</TABLE>

  + 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.


                        See notes to financial statements 

8 


<PAGE>
 
                         Notes to Financial Statements
                                   (Unaudited)
- -------------------------------------------------------------------------------

(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 (82.5% at September 30, 1995). The performance of the Fund is
directly affected by the performance of the Portfolio. The financial statements
of the Portfolio, including the portfolio of investments, are included elsewhere
in this report and should be read in conjunction with the Fund's financial
statements. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.

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

F. Interim Financial Information--The interim financial statements relating to
September 30, 1995, and for the six month period then ended have not been
audited by independent certified public accountants, but in the opinion of the
Fund's management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.

                                                                             9 

<PAGE>
 
Notes to Financial Statements (continued) 



 ----------------------------------------------------------------------------- 
(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. 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. The
tax treatment of distributions for the calendar year will be reported to
shareholders prior to February 1, 1996 and will be based on tax accounting
methods which may differ from amounts determined for financial statement
purposes.

- -----------------------------------------------------------------------------
(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:

                                         Six Months Ended 
                                        September 30, 1995     Year Ended 
                                            (Unaudited)       March 31, 1995 
                                        ------------------   -------------- 
Sales                                         255,807           2,516,052 
Issued to shareholders electing to 
  receive payments of distributions 
  in Fund shares                              138,956             355,954 
Redemptions                                (2,052,197)         (3,859,724) 
                                           ----------          ---------- 
  Net decrease                             (1,657,434)           (987,718) 
                                           ==========          ========== 

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).

10 
<PAGE>
 
- -----------------------------------------------------------------------------
(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 $504,983 as payable to EVD for the six
months ended September 30, 1995, representing 0.75% (annualized) of average
daily net assets. At September 30, 1995, the amount of Uncovered Distribution
Charges of EVD calculated under the Plan was approximately $1,834,000.

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 six months ended September 30, 1995 in the
amount of $60,598. 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 $240,300 of CDSC paid by
shareholders for the six months ended September 30, 1995.

- -----------------------------------------------------------------------------
(7) Investment Transactions

Increases and decreases in the Fund's investment in the Portfolio for the six
months ended September 30, 1995, aggregated $2,902,097 and $23,225,099,
respectively.

                                                                              11

<PAGE>
 
<TABLE>
<CAPTION>
                                National Limited Maturity Tax Free Portfolio 
                                          Portfolio of Investments 
                                             September 30, 1995 
                                                 (Unaudited) 
 ----------------------------------------------------------------------------------------------------------- 
                                        Tax-Exempt Investments--100% 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
<S>          <C>           <C>           <C>                                                     <C>
 ----------------------------------------------------------------------------------------------------------- 
                                         Education Revenue--12.6% 
Aa           NR            $1,500        Arizona Educational Loan Marketing Corporation, 
                                           (AMT), 6.00%, 9/1/01                                  $ 1,570,365 
A            NR             1,000        Arizona Student Loan Acquisition Authority, (AMT), 
                                           7.625%, 5/1/10                                          1,094,240 
Baa          NR               500        Louisiana Public Facilities Authority, Louisiana 
                                           Association of Independent Colleges & 
                                           Universities, 6.20%, 12/1/99                              508,535 
A            NR             1,970        Louisiana Public Facilities Authority Student Loan 
                                           Revenue Bonds, (AMT), 7.00%, 9/1/06                     2,070,982 
A            A-             1,275        Massachusetts Industrial Financing Agency, Clark 
                                           University, 6.80%, 7/1/06                               1,397,324 
A1           A+             1,730        Massachusetts Health and Educational Facilities 
                                           Authority, Tufts University Issue, 7.40%, 8/1/18        1,864,715 
Aa           AA             1,615        Metropolitan Government Nashville & Davidson 
                                           Counties, Tennessee, Health & Education 
                                           Facilities, (Vanderbilt Univ.), 7.625%, 5/1/08          1,754,003 
Aaa          NR             1,000        The New England Education Loan Marketing 
                                           Corporation, 5.80%, 3/1/02                              1,045,020 
Baa1         BBB+             250        New York Dormitory Authority, State University 
                                           Education Facilities, 7.00%, 5/15/02                      269,645 
A1           A+             1,000        State of New York Dormitory Authority, University 
                                           of Rochester, 6.50%, 7/1/09                             1,037,690 
A1           AA             1,000        Texas A & M University Revenue Bonds, 7.00%, 
                                           5/15/09                                                 1,085,070 
A            NR             1,610        The State of Texas, Texas College Student Loan 
                                           Senior Lien, 7.45%, 10/1/06                             1,739,331 
Aa1          AA             2,000        University of Texas Financing System, 7.00%, 
                                           8/15/07                                                 2,228,740 
NR           AA             1,500        Wyoming Student Loan Corporation, 6.25%, 12/1/99          1,556,385 
                                                                                                   --------- 
                                                                                                 $19,222,045 
                                                                                                   --------- 
                                         Escrowed--3.7% 
Aaa          AAA           $1,720        Corpus Christi TX, (FGIC), Prerefunded to 3/1/02, 
                                           6.70%, 3/1/08                                         $ 1,908,340 
Aaa          A+             2,000        The Commonwealth of Massachusetts, Prerefunded to 
                                           8/1/01, 6.75%, 8/1/06                                   2,248,060 
Aaa          AAA            1,350        Schuykill County, Pennsylvania, Redevelopment 
                                           Authority, (AMBAC), Prerefunded to 6/1/01, 
                                           6.75%, 6/1/02                                           1,491,926 
                                                                                                   --------- 
                                                                                                 $ 5,648,326 
                                                                                                   --------- 
                                         General Obligations--20.5% 
Aa           AA            $2,150        Arlington, Texas, Permanent Improvement, 6.00%, 
                                           8/15/01                                               $ 2,325,956 
Aaa          AAA            1,500        Austin Independent School District of Travis 
                                           County, Texas, 5.20%, 8/1/01                            1,556,280 

12 

<PAGE>
 
 ----------------------------------------------------------------------------------------------------------- 
                                     Tax-Exempt Investments (Continued) 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
 ----------------------------------------------------------------------------------------------------------- 
                                         General Obligations--(Continued) 
Aaa          AA+            1,500        Baltimore County, Maryland, 6.00%, 7/1/05                 1,624,275 
NR           NR             1,000        Cleveland, Ohio, City School District, 6.50%, 
                                           6/15/97                                                 1,005,120 
Aaa          AAA            1,000        Dallas County, Texas, Unlimited Tax (Road 
                                           Improvement), 6.50%, 8/15/08                            1,072,200 
Aa1          AAA            2,000        City of Dallas, Texas (Dallas, Denton and Collin 
                                           Counties), 5.90%, 2/15/01                               2,133,960 
Ba1          BBB            5,000        City of Detroit, Michigan, 6.50%, 4/1/02                  5,206,200 
Ba1          BBB              460        City of Detroit, Michigan, 6.75%, 4/1/03                    485,387 
Aaa          AA+            1,000        State of Georgia, 6.00%, 3/1/04                           1,092,290 
Aa           AA             2,225        Harris County, Texas, 0.00%, 10/1/08                      1,095,501 
A1           AA-            3,500        State of Rhode Island and Providence Plantations, 
                                           6.00%, 5/15/01                                          3,746,925 
Aa           AA             1,200        Texas Public Finance Authority, 5.375%, 10/1/00           1,251,372 
Aa           AA             3,000        State of Texas, Veterans Program, (AMT), 7.625%, 
                                           12/1/13                                                 3,311,160 
Aa           AA             1,000        City of Tulsa, Oklahoma, 6.20%, 6/1/03                    1,077,610 
NR           NR             3,950        Youngstown, Ohio County School District, 6.40%, 
                                           7/1/00                                                  4,082,878 
                                                                                                   --------- 
                                                                                                 $31,067,114 
                                                                                                   --------- 
                                         Health Care--2.3% 
Baa          BBB           $1,500        Colorado Health Facilities Authority, (Rocky 
                                           Mountain Adventist Project), 6.00%, 2/1/98            $ 1,516,665 
NR           NR               475        Vermont Industrial Development Authority, (Wake 
                                           Robins Corp Project), 8.00%, 4/1/99                       485,417 
NR           NR             1,550        St. Tammany Public Trust Finance Authority, 
                                           Louisiana, (Christwood Project), 8.75%, 11/15/05        1,534,438 
                                                                                                   --------- 
                                                                                                 $ 3,536,520 
                                                                                                   --------- 
                                         Hospitals--3.1% 
A1           AA-           $1,500        Anchorage, Alaska, Hospital Revenue Bonds, (Sisters 
                                           of Providence Project), 6.75%, 10/1/00                $ 1,620,870 
A1           AA-            1,400        California Health Facilities Financing Authority, 
                                           (Sisters of Providence), 7.50%, 10/1/10                 1,547,938 
NR           BBB+             575        County of Lucas, Ohio, Hospital Facilities (Flower 
                                           Hospital) 5.70%, 12/1/00                                  575,966 
NR           BBB+             425        County of Lucas, Ohio, Hospital Facilities (Flower 
                                           Hospital) 5.80%, 12/1/01                                  427,801 
Baa1         BBB              500        Massachusetts Health and Educational Facilities 
                                           Authority, (Sisters of Providence Health System), 
                                           6.00%, 11/15/00                                           519,315 
                                                                                                   --------- 
                                                                                                 $ 4,691,890 
                                                                                                   --------- 

                                                                            13 

<PAGE>

 Portfolio of Investments (continued) 
 ----------------------------------------------------------------------------------------------------------- 
                                     Tax-Exempt Investments (Continued) 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
 ----------------------------------------------------------------------------------------------------------- 
                                         Housing--5.0% 
Aa           AA+           $3,390        Minnesota Housing Finance Agency, (Single Family 
                                           Mortgage Bonds), (FHA), 7.55%, 7/1/04                 $ 3,599,943 
NR           A+             1,000        New Jersey Housing and Mortgage Finance Agency, 
                                           6.40%, 11/1/02                                          1,057,500 
Aa           AA             2,895        Wyoming Community Development Agency, (Single 
                                           Family Mortgage Bonds), (FHA/VA Mortgages), (AMT), 
                                           7.20%, 6/1/10                                           3,066,645 
                                                                                                   --------- 
                                                                                                 $ 7,724,088 
                                                                                                   --------- 
                                         Industrial Development Revenue--8.2% 
Baa1         NR            $  400        Jackson, Alabama, Industrial Development Board, 
                                           Solid Waste Disposal (Boise Cascade), 7.875%, 
                                           8/1/00                                                $   414,468 
NR           NR             5,325        Jackson, Tennessee, Industrial Development Board, 
                                           Solid Waste Disposal (Owens-Corning Fiberglass), 
                                           (AMT), 6.25%, 3/31/04                                   5,384,267 
Baa2         BBB            2,000        Memphis-Shelby County, Tennessee, Airport, (Federal 
                                           Express), 6.75%, 9/1/12                                 2,089,580 
NR           A-             1,115        Ohio Economic Development Commission, (Ohio 
                                           Enterprise Board), (AMT), 5.60%, 6/1/02                 1,121,668 
NR           A+               300        Ohio Industrial Development Revenue Bonds, (Specko 
                                           Corporation) (AMT), 6.25%, 6/1/00                         306,270 
B1           BB+            2,075        Polk County Florida, Industrial Development 
                                           Authority, (IMC Fertilizer), (AMT), 7.525%, 1/1/15      2,168,002 
A1           A-             1,000        Richland County, South Carolina, Pollution Control 
                                           Revenue (Union Camp Corporation Project), 5.875%, 
                                           11/1/02                                                 1,059,490 
                                                                                                   --------- 
                                                                                                 $12,543,745 
                                                                                                   --------- 
                                         Insured Transportation--1.8% 
Aaa          AAA           $1,100        Metropolitan Washington D.C. Airport Authority, 
                                           (MBIA), 7.60%, 10/1/14                                $ 1,211,342 
Aaa          AAA            1,500        Port of Houston Authority of Harris County, Texas, 
                                           (MBIA) 5.75%, 5/1/02                                    1,545,690 
                                                                                                   --------- 
                                                                                                 $ 2,757,032 
                                                                                                   --------- 
                                         Insured Education--3.5% 
Aaa          AAA           $1,000        Alabama A&M University, (MBIA), 6.00%, 7/1/05           $ 1,076,700 
Aaa          AAA            2,150        Illinois State University Auxiliary Facilities 
                                           System, (MBIA), 6.20%, 4/1/01                           2,314,174 
Aaa          AAA            1,840        Pennsylvania State Higher Education Assistance 
                                           Agency, (FGIC), 6.80%, 12/1/00                          1,974,099 
                                                                                                   --------- 
                                                                                                 $ 5,364,973 
                                                                                                   --------- 
                                         Insured General Obligations--4.4% 
Aaa          AAA           $1,280        Corpus Christi, Texas, (FGIC), 6.70%, 3/1/08            $ 1,389,952 

14 

<PAGE>
 
 ----------------------------------------------------------------------------------------------------------- 
                                     Tax-Exempt Investments (Continued) 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
 ----------------------------------------------------------------------------------------------------------- 
                                         Insured General Obligations--(Continued) 
Aaa          AAA            1,000        District of Columbia, (MBIA), 6.00%, 6/1/01              1,058,770 
Aaa          AAA            1,500        Grand Ledge, Michigan, Public School District, 
                                           (MBIA), 7.875%, 5/1/11                                 1,773,315 
Aaa          AAA            3,760        Maricopa County, Arizona, School District #28, 
                                           (FGIC), 0.00%, 7/1/03                                  2,553,717 
                                                                                                   --------- 
                                                                                                 $6,775,754 
                                                                                                   --------- 
                                         Insured Hospitals--3.9% 
Aaa          AAA           $3,430        Connecticut Development Authority, (Hartford 
                                           Hospital Real Estate Corporation Project), (MBIA), 
                                           (AMT), 6.875%, 10/1/06                                $3,709,065 
Aaa          AAA            1,000        Kentucky Development Finance Authority, (St. Luke's 
                                           Hospital) (MBIA), 7.30%, 10/1/03                       1,104,070 
Aaa          AAA            1,000        Massachusetts Health & Education Facilities 
                                           Authority, (Metro West Health Inc.), (AMBAC), 
                                           5.70%, 11/15/01                                        1,059,620 
                                                                                                   --------- 
                                                                                                 $5,872,755 
                                                                                                   --------- 
                                         Insured Housing--1.8% 
Aaa          AAA           $1,610        Iowa Finance Authority, Single Family Mortgage, 
                                           (AMBAC), 5.55%, 7/1/00                                $1,631,236 
Aaa          AAA            1,460        Massachusetts State Housing Finance Authority, 
                                           (AMBAC), (AMT), 6.00%, 1/1/04                          1,038,040 
                                                                                                   --------- 
                                                                                                 $2,669,276 
                                                                                                   --------- 
                                         Insured Industrial Development Revenue--1.8% 
Aaa          AAA           $1,500        Alabama Water Pollution Control Authority, 
                                           Revolving Fund (AMBAC), 6.50%, 8/15/04                $1,576,965 
Aaa          AAA            1,000        Illinois Development Finance Authority, Pollution 
                                           Control Revenue, (Commonwealth Edison), (MBIA), 
                                           7.25%, 6/1/11                                          1,091,560 
                                                                                                   --------- 
                                                                                                 $2,668,525 
                                                                                                   --------- 
                                         Insured Lease Revenue/Certificates of 
                                         Participation--2.2% 
Aaa          AAA           $1,750        Anchorage, Alaska, Certificates of Participation, 
                                           (BIGI), 7.55%, 2/15/98                                $1,806,718 
Aaa          AAA            1,500        Texas State Public Finance Authority, (AMBAC), 
                                           5.60%, 2/1/00                                          1,571,280 
                                                                                                   --------- 
                                                                                                 $3,377,998 
                                                                                                   --------- 
                                         Insured Utilities--2.2% 
Aaa          AAA           $1,000        Intermountain Power Agency, Utah, (FGIC), 7.00%, 
                                           7/1/15                                                $1,051,030 
Aaa          AAA            2,150        Washington Public Power Supply System, Nuclear 
                                           Project No. 3, (FGIC), 7.00%, 7/1/05                   2,335,954 
                                                                                                   --------- 
                                                                                                 $3,386,984 

                                                                            15 

<PAGE>
 
 Portfolio of Investments (continued) 


 ----------------------------------------------------------------------------------------------------------- 
                                     Tax-Exempt Investments (Continued) 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
 ----------------------------------------------------------------------------------------------------------- 
                                         Insured Special Tax--1.4% 
Aaa          AAA           $1,000        Arizona State Transportation Board, (Maricopa 
                                           County Area Regional Road Fund), (MBIA), 7.00%, 
                                           7/1/00                                                $1,103,140 
Aaa          AAA            1,000        Harris County Municipal Utility District No. 238, 
                                           (MBIA), 6.00%, 9/1/09                                  1,016,310 
                                                                                                   --------- 
                                                                                                 $2,119,450 
                                                                                                   --------- 
                                         Insured Water & Sewer--1.5% 
Aaa          AAA           $1,000        Boston Water and Sewer Commission, (FSA), 5.50%, 
                                           11/1/01                                               $1,049,890 
Aaa          AAA            1,170        City of Vallejo, California, (Water Improvement 
                                           Project), (FGIC), 6.00%, 11/1/00                       1,254,813 
                                                                                                   --------- 
                                                                                                 $2,304,703 
                                                                                                   --------- 
                                         Lease Revenue/Certificate of Participation--0.9% 
NR           NR            $1,405        Los Angeles, California, Regional Airports 
                                           Improvement Corporation, (Trans World Airlines 
                                           Inc.), 6.125%, 5/15/00                                $1,395,868 
                                                                                                   --------- 
                                         Miscellaneous--2.0% 
A            A+            $1,000        Metropolitan Pier and Exposition Authority of 
                                           Illinois, McCormick Place Expansion Project, 5.75%, 
                                           6/15/02                                               $1,059,650 
A            A+               500        Metropolitan Pier and Exposition Authority of 
                                           Illinois, McCormick Place Expansion Project, 5.90%, 
                                           6/15/03                                                  535,005 
Aa           AA             1,400        Virginia State Public School Authority, 6.00%, 
                                           8/1/01                                                 1,510,908 
                                                                                                   --------- 
                                                                                                 $3,105,563 
                                                                                                   --------- 
                                         Solid Waste--3.7% 
NR           A+            $1,500        Fairfax County Economic Development Authority, 
                                           (Ogden Martin Systems of Fairfax, Inc. Project), 
                                           (AMT), 7.75%, 2/1/11                                  $1,643,985 
NR           BBB-           2,120        New Jersey Economic Development Authority Heating & 
                                           Cooling, (Trigen-Trenton Project), (AMT), 6.10%, 
                                           12/1/04                                                2,127,441 
NR           NR             1,800        Pennsylvania Economic Development Authority, 
                                           Resource Recovery, (Northampton), 6.75%, 1/1/07        1,809,594 
                                                                                                   --------- 
                                                                                                 $5,581,020 
                                                                                                   --------- 
                                         Transportation--4.0% 
Baa          BB            $2,000        Denver, Colorado City & County Airport, (AMT), 
                                           7.00%, 11/15/09                                       $2,118,740 
Aa           AA-            3,700        Los Angeles, California, Department of Airports, 
                                           7.40%, 5/1/10                                          3,922,000 
                                                                                                   --------- 
                                                                                                 $6,040,740 
                                                                                                   --------- 
                                         Utility Revenue--8.8% 
Aa           AA            $1,545        Conservation and Renewable Energy System, 
                                           Washington Conservation Project, 5.55%, 10/1/02       $1,609,396 

16 

<PAGE>
 
  ----------------------------------------------------------------------------------------------------------- 
                                     Tax-Exempt Investments (Continued) 
 ----------------------------------------------------------------------------------------------------------- 
Ratings (unaudited) 
 ------------------- 
                         Principal 
           Standard        Amount 
Moody's    & Poor's    (000 omitted)                          Security                               Value 
 ----------------------------------------------------------------------------------------------------------- 
                                         Utility Revenue--(Continued) 
Aa3          AA-            1,000        Chicago, Illinois, Gas Supply Revenue Bonds, (The 
                                           Peoples Gas Light and Coke Company Project), 7.50%, 
                                           3/1/15                                                  1,106,290 
Aa           AA             1,000        Intermountain Power Agency, Power Supply Revenue 
                                           Bonds, 7.20%, 7/1/11                                    1,088,950 
Aa1          AA             1,000        Jacksonville Electric Authority, St. John's River 
                                           Power System, 6.75%, 10/1/05                            1,111,600 
Aa2          AA             2,500        Jefferson County, Kentucky, Louisville Gas and 
                                           Electric Company Project, 7.75%, 2/1/19                 2,711,875 
Aa3          AA-            1,000        Joliet Illinois, Gas Supply Revenue, Peoples Gas 
                                           Light & Coke, 8.00%, 6/1/99                             1,106,100 
Aa           A+             1,000        Platte River Power Authority (Colorado), 6.50%, 
                                           6/1/01                                                  1,052,420 
Aa           AA-            1,000        Southern California Public Power Authority, 5.50%, 
                                           7/1/12                                                    955,660 
Aa           AA             1,000        Washington Public Power Supply System, Nuclear 
                                           Project No. 3, 7.375%, 7/1/04                           1,109,940 
Aa           AA             1,500        Washington Public Power Supply System, Nuclear 
                                           Project No. 1, 7.50%, 7/1/15                            1,621,860 
                                                                                                   --------- 
                                                                                                $ 13,474,091 
                                                                                                   --------- 
                                         Water & Sewer Revenue--0.7% 
Aa           AA+           $1,000        Harris County, Texas, Flood Control District, 
                                           7.125%, 10/1/00                                      $  1,122,347 
                                                                                                   --------- 
                                         Total Investments (identified cost, $148,688,833)      $152,450,807 
                                                                                                   ========= 
</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 September 30, 1995, 24.5% 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 range from 0.7% to 11.3% of total investments. 

At September 30, 1995, the concentration of the Portfolio's investments in 
the various states, determined as a percentage of total investments, is as 
follows: 

           Texas                                                17% 
           Others, representing less than 7% individually       83% 

                      See notes to financial statements 

                                                                            17 

<PAGE>
 
<TABLE>
<CAPTION>
                                             Financial Statements 

                                      Statement of Assets and Liabilities 
  ----------------------------------------------------------------------------------------------------------- 
                                        September 30, 1995 (unaudited) 
  ----------------------------------------------------------------------------------------------------------- 
<S>                                                                               <C>           <C>
Assets: 
 Investments, at value (Note 1A) (identified cost, $148,688,833)                                $152,450,807 
 Cash                                                                                                743,925 
 Receivable for investments sold                                                                     382,076 
 Interest receivable                                                                               2,762,222 
 Deferred organization expenses (Note 1D)                                                              6,391 
                                                                                                  ----------- 
      Total assets                                                                              $156,345,421 
Liabilities: 
 Payable for investments purchased                                                $2,524,835 
 Payable to affiliates-- 
  Trustees' fees                                                                       2,590 
  Custodian fee                                                                        1,353 
 Accrued expenses                                                                      3,599 
                                                                                     ------- 
      Total liabilities                                                                            2,532,377 
                                                                                                  ----------- 
Net Assets applicable to investors' interest in Portfolio                                       $153,813,044 
                                                                                                  =========== 
Sources of Net Assets: 
 Net proceeds from capital contributions and withdrawals                                        $150,051,070 
 Unrealized appreciation of investments (computed on the basis of identified 
  cost)                                                                                            3,761,974 
                                                                                                  ----------- 
      Total                                                                                     $153,813,044 
                                                                                                  =========== 

</TABLE>

                        See notes to financial statements 

18 

<PAGE>
 
<TABLE>
<CAPTION>
                                  Statement of Operations 
  ----------------------------------------------------------------------------------------- 
                       Six Months Ended September 30, 1995 (unaudited) 
  ----------------------------------------------------------------------------------------- 
<S>                                                               <C>           <C>
Investment Income: 
 Interest income                                                                $4,481,895 
 Expenses-- 
  Investment adviser fee (Note 2)                                 $  375,074 
  Compensation of Trustees not members of the Investment 
  Adviser's 
    organization                                                       6,248 
  Custodian fees (Note 2)                                             37,833 
  Legal and accounting services                                       23,028 
  Amortization of organization expenses (Note 1D)                      1,237 
  Miscellaneous                                                       23,351 
                                                                     ------- 
    Total expenses                                                $  466,771 
  Deduct reduction of custodian fee (Note 2)                           9,482 
                                                                     ------- 
     Net expenses                                                                  457,289 
                                                                                  --------- 
      Net investment income                                                     $4,024,606 
                                                                                  --------- 
Realized and Unrealized Gain (Loss): 
 Net realized gain (loss)-- 
  Investment transactions (identified cost basis)                 $  751,633 
  Financial futures contracts                                       (815,015) 
                                                                     ------- 
   Net realized loss                                                            $  (63,382) 
 Change in unrealized appreciation of-- 
  Investments                                                     $2,147,434 
  Financial futures contracts                                        144,506 
                                                                     ------- 
   Net change in unrealized appreciation                                         2,291,940 
                                                                                  --------- 
    Net realized and unrealized gain                                            $2,228,558 
                                                                                  --------- 
     Net increase in net assets from operations                                 $6,253,164 
                                                                                  ========= 
</TABLE>

                        See notes to financial statements 

                                                                            19 

<PAGE>
 
<TABLE>
<CAPTION>
 Financial Statements (continued) 

                            Statements of Changes in Net Assets 
 ------------------------------------------------------------------------------------------- 
                                                         Six Months Ended 
                                                        September 30, 1995      Year Ended 
                                                           (unaudited)        March 31, 1995 
                                                         -----------------      ------------ 
<S>                                                        <C>                 <C>
Increase (Decrease) in Net Assets: 
 From operations-- 
  Net investment income                                    $  4,024,606        $  8,797,304 
  Net realized loss on investments                              (63,382)         (4,509,177) 
  Change in unrealized appreciation of investments            2,291,940           4,668,165 
                                                         -----------------      ------------ 
   Net increase in net assets from operations              $  6,253,164        $  8,956,292 
                                                         -----------------      ------------ 
 Capital transactions-- 
  Contributions                                            $  8,039,635        $ 53,163,573 
  Withdrawals                                               (30,100,559)        (70,340,668) 
                                                         -----------------      ------------ 
   Decrease in net assets resulting from capital 
  transactions                                             $(22,060,924)       $(17,177,095) 
                                                         -----------------      ------------ 
    Total decrease in net assets                           $(15,807,760)       $ (8,220,803) 
Net Assets: 
 At beginning of period                                     169,620,804         177,841,607 
                                                         -----------------      ------------ 
 At end of period                                          $153,813,044        $169,620,804 
                                                         =================      ============ 
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------- 
                                     Supplementary Data 
- -------------------------------------------------------------------------------------------- 
                                                   Six Months Ended     Year Ended March 31, 
                                                     September 30,      -------------------- 
                                                        1995**            1995       1994* 
                                                    -----------------      -----      ------- 
<S>                                                    <C>              <C>         <C>
Ratios (As a percentage of average daily net 
  assets): 
 Expenses                                                  0.58%+           0.53%       0.52%+ 
 Net investment income                                     4.99%+           5.02%       4.74%+ 
Portfolio Turnover                                           26%              56%         21% 
Net Assets, end of period (000 omitted)                $153,813         $169,621    $177,842 

 +Annualized. 
 *For the period from the start of business, May 3, 1993, to March 31, 1994. 
**Unaudited. 
</TABLE>

                        See notes to financial statements 

20 

<PAGE>

                         Notes to Financial Statements
                                 (Unaudited) 
 ----------------------------------------------------------------------------- 
(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.

G. Interim Financial Information--The interim financial statements relating to
September 30, 1995 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Portfolio's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.

                                                                            21 

<PAGE>
 
Notes to Financial Statements (continued)



- -----------------------------------------------------------------------------
(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 six months ended September 30, 1995, the fee was equivalent to 0.47% of the
Portfolio's average net assets for such period and amounted to $375,074. 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. For the six months ended September 30, 1995, credits used to reduce
custodian fees amounted to $9,482. 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
six months ended September 30, 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 period.

- -----------------------------------------------------------------------------
(4) Investments

Purchases and sales of investments, other than U.S. Government securities and
short-term obligations, aggregated $41,356,131 and $57,615,122, respectively.

- -----------------------------------------------------------------------------
(5) Federal Income Tax Basis of Investments

The cost and unrealized appreciation/depreciation in value of the investments
owned at September 30, 1995, as computed on a federal income tax basis, were as
follows:

Aggregate cost                         $148,688,833 
                                         =========== 
Gross unrealized appreciation          $  3,954,214 
Gross unrealized depreciation               192,240 
                                         ----------- 
  Net unrealized appreciation          $  3,761,974 
                                         =========== 

- -----------------------------------------------------------------------------
(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. The Portfolio had no such
obligations outstanding at September 30, 1995.

22 

<PAGE>
 
Investment Management 

                             Officers
EV Marathon                  Thomas J. Fetter    Independent Trustees 
National                     President           Donald R. Dwight 
Limited Maturity                                 President, Dwight Partners, 
Tax Free Fund                James B. Hawkes     Inc. Chairman, Newspapers of 
24 Federal Street            Vice President,     New England, Inc. 
Boston, MA 02110             Trustee 
                                                  Samuel L. Hayes, III 
                             Robert B. MacIntosh Jacob H. Schiff Professor of 
                             Vice President      Investment Banking, Harvard 
                                                 University Graduate School 
                             James L. O'Connor   of Business Administration 
                             Treasurer 
                                                 Norton H. Reamer 
                             Thomas Otis         President and Director, 
                             Secretary           United Asset Management 
                                                 Corporation 

                                                 John L. Thorndike 
                                                 Director, Fiduciary Company 
                                                 Incorporated 

                                                 Jack L. Treynor 
                                                 Investment Adviser and 
                                                 Consultant 

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

National                     Officers            Independent Trustees 
Limited Maturity Tax Free    Thomas J. Fetter    Donald R. Dwight 
Portfolio                    President           President, Dwight Partners, 
24 Federal Street                                Inc. Chairman, Newspapers of 
Boston, MA 02110             James B. Hawkes     New England, Inc. 
                             Vice President, 
                             Trustee             Samuel L. Hayes, III 
                                                 Jacob H. Schiff Professor of 
                             Robert B. MacIntosh Investment Banking, Harvard 
                             Vice President      University Graduate School 
                                                 of Business Administration 
                             Raymond E. Hender 
                             Vice President and  Norton H. Reamer 
                             Portfolio Manager   President and Director, 
                                                 United Asset Management 
                             James L. O'Connor   Corporation 
                             Treasurer 
                                                 John L. Thorndike 
                             Thomas Otis         Director, Fiduciary Company 
                             Secretary           Incorporated 

                                                 Jack L. Treynor 
                                                 Investment Adviser and 
                                                 Consultant 

                                                                            23 




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