EATON VANCE INVESTMENT TRUST
497, 1996-05-03
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             EV MARATHON ARIZONA LIMITED MATURITY MUNICIPALS FUND
           EV MARATHON CALIFORNIA LIMITED MATURITY MUNICIPALS FUND
           EV MARATHON CONNECTICUT LIMITED MATURITY MUNICIPALS FUND
             EV MARATHON FLORIDA LIMITED MATURITY MUNICIPALS FUND
          EV MARATHON MASSACHUSETTS LIMITED MATURITY MUNICIPALS FUND
            EV MARATHON MICHIGAN LIMITED MATURITY MUNICIPALS FUND
           EV MARATHON NEW JERSEY LIMITED MATURITY MUNICIPALS FUND
            EV MARATHON NEW YORK LIMITED MATURITY MUNICIPALS FUND
              EV MARATHON OHIO LIMITED MATURITY MUNICIPALS FUND
          EV MARATHON PENNSYLVANIA LIMITED MATURITY MUNICIPALS FUND
       (each formerly an EV Marathon State Limited Maturity Tax Free Fund)

                SUPPLEMENT TO PROSPECTUS DATED AUGUST 1, 1995

1. THE FOLLOWING REPLACES THE EXAMPLES UNDER "SHAREHOLDER AND FUND EXPENSES."
THE EXAMPLES FOR 5 YEARS AND 10 YEARS REFLECT THE CONVERSION OF CLASS I SHARES
INTO CLASS II SHARES APPROXIMATELY FOUR YEARS AFTER THE PURCHASE OF CLASS I
SHARES. SEE BELOW FOR A DESCRIPTION OF THE CONVERSION FEATURE.

An investor would pay the following contingent deferred sales charge and
expenses on a $1,000 investment, assuming (a) 5% annual return and (b)
redemption at the end of each period:

                                         1 YEAR  3 YEARS  5 YEARS  10 YEARS
                                         ------  -------  -------   -------
  Arizona Fund                            $49      $78      $91     $164
  California Fund                          46       69       76      130
  Connecticut Fund                         43       59       59       92
  Florida Fund                             45       67       73      124
  Massachusetts Fund                       46       70       77      133
  Michigan Fund                            46       69       76      130
  New Jersey Fund                          46       69       77      132
  New York Fund                            45       68       74      126
  Ohio Fund                                45       67       73      124
  Pennsylvania Fund                        46       70       77      133

An investor would pay the following expenses on the same investment, assuming
(a) 5% annual return and (b) no redemptions:

                                         1 YEAR  3 YEARS  5 YEARS  10 YEARS
                                         ------   -------  -------  --------
  Arizona Fund                            $19      $58      $91     $164
  California Fund                          16       49       76      130
  Connecticut Fund                         13       39       59       92
  Florida Fund                             15       47       73      124
  Massachusetts Fund                       16       50       77      133
  Michigan Fund                            16       49       76      130
  New Jersey                               16       49       77      132
  New York Fund                            15       48       74      126
  Ohio Fund                                15       47       73      124
  Pennsylvania Fund                        16       50       77      133

2. EACH FUND AND EACH PORTFOLIO HAS CHANGED THE PHRASE "TAX FREE" IN ITS NAME
TO "MUNICIPALS."

3. EACH FUND MAY INVEST WITHOUT LIMIT IN MUNICIPAL OBLIGATIONS THE INTEREST ON
WHICH IS A TAX PREFERENCE ITEM UNDER THE FEDERAL ALTERNATIVE MINIMUM TAX. THE
FIRST SENTENCE OF THE FIRST PARAGRAPH UNDER "HOW THE FUNDS AND THE PORTFOLIOS
INVEST THEIR ASSETS" IS REPLACED WITH THE FOLLOWING:

        Each Fund seeks to achieve its investment objective by investing either
    directly or indirectly through another open-end management investment
    company primarily (i.e., at least 80% of its net assets during periods of
    normal market conditions) in municipal obligations the interest on which is
    exempt from regular federal income tax and from the State taxes that, in
    accordance with its investment objective, the Fund seeks to avoid.

4. THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER "ORGANIZATION OF THE FUNDS
AND THE PORTFOLIOS":

        Each Fund is a non-diversified series of Eaton Vance Investment Trust, a
    business trust established under Massachusetts law pursuant to a Declaration
    of Trust dated October 23, 1985, as amended. The Trust is a mutual fund - an
    open-end management investment company. The Trustees of the Trust are
    responsible for the overall management and supervision of its affairs. The
    Trust may issue an unlimited number of shares of beneficial interest (no par
    value per share) in one or more series (such as the Funds). The Trustees of
    the Trust have divided the shares of each Fund into two classes, Class I and
    Class II. Each Class represents an interest in the Fund, but is subject to
    different expenses, rights and privileges. See "Distribution Plans", "How to
    Buy Fund Shares - Conversion Feature" and the Statement of Additional
    Information. The Trustees have the authority under the Declaration of Trust
    to create additional Classes of shares with rights and privileges different
    from those applicable to the existing Classes of shares.

5. THE FOLLOWING REPLACES THE THIRD SENTENCE OF THE FIRST PARAGRAPH UNDER
"VALUING FUND SHARES":

        The net asset value of each Class is computed by dividing the value of
    the Fund's assets attributable to that Class, less the liabilities
    attributable to that Class, by the number of outstanding Class shares.

6. THE FOLLOWING REPLACES THE "CONVERSION FEATURE" AND "CLASS II" SUBSECTIONS
UNDER "HOW TO BUY FUND SHARES":

    CONVERSION FEATURE. Class I shares held for the longer of (i) four years or
    (ii) the time at which the contingent deferred sales charge applicable to
    such shares expires (the "holding period") will automatically convert to
    Class II shares. Such conversion will occur on or about the sixteenth day of
    the month following the expiration of the holding period. For purposes of
    this conversion, all distributions paid on Class I shares which the
    shareholder elects to reinvest in Class I shares will be considered to be
    held in a separate sub-account. Upon the conversion of Class I shares not
    acquired through the reinvestment of distributions, a pro rata portion of
    the Class I shares held in the sub-account will also convert to Class II
    shares. This portion will be determined by the ratio that the Class I shares
    being converted bear to the total of Class I shares (excluding shares
    acquired through reinvestment) in the account. This conversion feature is
    subject to the continuing availability of a ruling from the Internal Revenue
    Service or an opinion of counsel that the conversion is not taxable for
    federal income tax purposes.

    CLASS II SHARES. Class II shares are issued only in connection with the
    conversion feature described above. The Trustees of the Trust may, however,
    offer Class II shares in the future to limited classes of investors to be
    identified in the Funds' prospectus.

7. THE FOLLOWING REPLACES THE THIRD PARAGRAPH OF THE "CONTINGENT DEFERRED SALES
CHARGE" SUBSECTION UNDER "HOW TO REDEEM FUND SHARES":

        Unless a shareholder specifies otherwise, redemption requests placed by
    shareholders who own both Class I and Class II shares will be satisfied
    first by redeeming Class I shares that are no longer subject to a contingent
    deferred sales charge, then by redeeming Class II shares. If the Class II
    shares were acquired as the result of a conversion of certificated Class I
    shares, the certificate must be returned to the Transfer Agent before a
    redemption of such Class II shares can be processed.

8. THE FOLLOWING REPLACES THE FIRST, THIRD AND FOURTH PARAGRAPHS UNDER "THE
EATON VANCE EXCHANGE PRIVILEGE":

        Shares of each Fund currently may be exchanged for shares of one or more
    other funds in the Eaton Vance Marathon Group of Funds (including Class I
    shares of any EV Marathon Limited Maturity Fund) or Eaton Vance Money Market
    Fund, which are distributed with a contingent deferred sales charge. Shares
    of each Fund may also be exchanged for shares of Eaton Vance Prime Rate
    Reserves, which are subject to an early withdrawal charge, and shares of a
    money market fund sponsored by an Authorized Firm and approved by the
    Principal Underwriter (an "Authorized Firm fund"). Any such exchange will be
    made on the basis of the net asset value per share of each fund at the time
    of the exchange, provided that such exchange offers are available only in
    states where shares of the fund being acquired may be legally sold.

        No contingent deferred sales charge is imposed on exchanges. For
    purposes of calculating the contingent deferred sales charge upon redemption
    of shares acquired in an exchange, the contingent deferred sales charge
    schedule applicable to the shares at the time of purchase will apply and the
    purchase of shares acquired in one or more exchanges is deemed to have
    occurred at the time of the original purchase of the exchanged shares,
    except that time during which shares are held in an Authorized Firm fund
    will not be credited toward completion of the contingent deferred sales
    charge period. For the contingent deferred sales charge or early withdrawal
    charge schedule applicable to EV Marathon Strategic Income Fund, Eaton Vance
    Prime Rate Reserves and Class I shares of any Fund, see "How to Redeem Fund
    Shares". The contingent deferred sales charge applicable to the other funds
    in the Eaton Vance Marathon Group of Funds is 5%, 5%, 4%, 3%, 2%, or 1% in
    the event of a redemption occurring in the first, second, third, fourth,
    fifth or sixth year, respectively, after the original share purchase.

        Shares of the funds listed above may be exchanged for Fund shares on the
    basis of the net asset value per share of each fund at the time of the
    exchange, but subject to any restrictions or qualifications set forth in the
    current prospectus of any such fund.

        Shares of other Funds in the Eaton Vance Marathon Group of Funds may be
    exchanged for Class II shares if the shares to be exchanged were acquired as
    the result of an exchange of Class II shares.

9. SHARES OF THE ARIZONA, NORTH CAROLINA AND VIRGINIA FUNDS ARE NO LONGER
BEING OFFERED FOR PURCHASE.

10. THE FOLLOWING UNAUDITED FINANCIAL INFORMATION IS ADDED TO "THE FUNDS"
FINANCIAL HIGHLIGHTS" AND IS FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 1995.
THIS INFORMATION AND THE INFORMATION UNDER "THE FUNDS" FINANCIAL HIGHLIGHTS" IN
THE PROSPECTUS RELATES TO CLASS I SHARES OF EACH FUND. AS OF THE DATE OF THIS
SUPPLEMENT, THERE ARE NO CLASS II SHARES OUTSTANDING.

<TABLE>
<CAPTION>
                                                                  CALIFORNIA          CONNECTICUT         FLORIDA
                                                                     FUND                FUND              FUND
                                                                  -----------         -----------         -------
<S>                                                                <C>                  <C>               <C>     
NET ASSET VALUE, BEGINNING OF PERIOD                               $  9.950             $  9.690          $ 10.080
                                                                    -------              -------           -------
INCOME (LOSS) FROM OPERATIONS:
  Net investment income                                            $  0.192             $  0.186          $  0.191
  Net realized and unrealized gain (loss) on investments              0.173                0.208             0.214
                                                                    -------              -------           -------
      Total income from operations                                 $  0.365             $  0.394          $  0.405
                                                                    -------              -------           -------
LESS DISTRIBUTIONS:
  From net investment income                                       $ (0.192)            $ (0.184)         $ (0.191)
  In excess of net investment income                                 (0.003)               --               (0.004)
  From net realized gain on investment transactions                   --                   --                 --
  From paid-in capital                                                --                   --                 --
                                                                    -------              -------          ---------
      Total distributions                                          $ (0.195)            $ (0.184)         $ (0.195)
                                                                    -------              -------          ---------
NET ASSET VALUE, END OF PERIOD                                     $ 10.120             $  9.900          $ 10.290
                                                                   ========             ========          ========
TOTAL RETURN(1)                                                       3.70%                4.10%             4.06%
RATIOS/SUPPLEMENTAL DATA***:
  Net assets, end of period (000 omitted)                          $ 62,498             $ 14,942          $133,465
  Ratio of net expenses to average daily net assets(2)                1.62%+               1.53%+            1.56%+
  Ratio of net investment income to average daily net assets          3.81%+               3.76%+            3.74%+
PORTFOLIO TURNOVER(3)

***For the following periods, the operating expenses of the Funds and Portfolios reflect a reduction of expenses by
   the Administrator and/or Investment Adviser. Had such actions not been taken, net investment income (loss) per
   share and the ratios would have been:

NET INVESTMENT INCOME (LOSS) PER SHARE                                                  $  0.165
                                                                                        ========
RATIOS
  (As a percentage of average daily net assets):
    Expenses(2)                                                                            1.95%
    Net investment income (loss)                                                           3.34%

  +Annualized.
(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. Amount is computed on a nonannualized basis.
(2)Includes each Fund's share of its corresponding Portfolio's allocated expenses.
(3)Portfolio Turnover represents the rate of portfolio activity for the period while the Funds were 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 in the Fund's semi-annual report.
</TABLE>

<TABLE>
<CAPTION>
                                                                 MASSACHUSETTS         MICHIGAN         NEW JERSEY
                                                                     FUND                FUND              FUND
                                                                  -----------         -----------         -------
<S>                                                                <C>                  <C>               <C>     
NET ASSET VALUE, BEGINNING OF PERIOD                               $  9.980             $  9.630          $ 10.020
                                                                    -------              -------           -------
INCOME (LOSS) FROM OPERATIONS:
  Net investment income                                            $  0.187             $  0.186          $  0.190
  Net realized and unrealized gain (loss) on investments              0.187                0.160             0.153
                                                                    -------              -------           -------
      Total income from operations                                 $  0.374             $  0.346          $  0.343
                                                                    -------              -------           -------
LESS DISTRIBUTIONS:
  From net investment income                                         (0.187)              (0.186)           (0.190)
  In excess of net investment income                                 (0.007)                 --             (0.003)
  From net realized gain on investment transactions                     --                   --                --
  From paid-in capital                                                  --                   --                --
                                                                    -------              -------          -------
      Total distributions                                           (0.194)              (0.186)           (0.193)
                                                                    -------              -------           -------
NET ASSET VALUE, END OF PERIOD                                     $ 10.160             $  9.790          $ 10.170
                                                                   ========             ========          ========
TOTAL RETURN(1)                                                       3.80%                3.63%             3.46%
RATIOS/SUPPLEMENTAL DATA***:
  Net assets, end of period (000 omitted)                          $105,624             $ 22,658          $ 86,879
  Ratio of net expenses to average daily net assets(2)                1.58%+               1.79%+            1.58%+
  Ratio of net investment income to average daily net assets          3.72%+               3.83%+            3.76%+
PORTFOLIO TURNOVER(3)                                                   --                   --                --

  +Annualized.
(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. Amount is computed on a nonannualized basis.
(2)Includes each Fund's share of its corresponding Portfolio's allocated expenses.
(3)Portfolio Turnover represents the rate of portfolio activity for the period while the Funds were 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 in the Fund's semi-annual report.
</TABLE>

<TABLE>
<CAPTION>
                                                                   NEW YORK              OHIO          PENNSYLVANIA
                                                                     FUND                FUND              FUND
                                                                  -----------         -----------         -------
<S>                                                                <C>                  <C>               <C>     
NET ASSET VALUE, BEGINNING OF PERIOD                               $ 10.030             $  9.730          $ 10.090
                                                                    -------              -------           -------
INCOME (LOSS) FROM OPERATIONS:
  Net investment income                                            $  0.187             $  0.196          $  0.191
  Net realized and unrealized gain (loss) on investments              0.188                0.163             0.178
                                                                    -------              -------           -------
      Total income from operations                                 $  0.375             $  0.359          $  0.369
                                                                    -------              -------           -------
LESS DISTRIBUTIONS:
  From net investment income                                       $ (0.187)            $ (0.189)         $ (0.191)
  In excess of net investment income                                 (0.008)                --               (0.008)
  From net realized gain on investment transactions                   --                    --                --
  From paid-in capital                                                --                    --                --
                                                                    -------              -------          ---------
      Total distributions                                          $ (0.195)            $ (0.189)         $ (0.199)
                                                                    -------              -------          ---------
NET ASSET VALUE, END OF PERIOD                                     $ 10.210             $  9.900          $ 10.260
                                                                   ========             ========          ========
TOTAL RETURN(1)                                                       3.77%                3.73%             3.70%
RATIOS/SUPPLEMENTAL DATA***:
  Net assets, end of period (000 omitted)                          $151,153             $ 33,246          $ 95,178
  Ratio of net expenses to average daily net assets(2)                1.55%+               1.72%+            1.61%+
  Ratio of net investment income to average daily net assets          3.69%+               3.98%+            3.75%+
PORTFOLIO TURNOVER(3)                                                 --                    --                --

  +Annualized.
(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. Amount is computed on a nonannualized basis.
(2)Includes each Fund's share of its corresponding Portfolio's allocated expenses.
(3)Portfolio Turnover represents the rate of portfolio activity for the period while the Funds were 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 in the Fund's semi-annual report.
</TABLE>

11. THE DATE OF THE ATTACHED PROSPECTUS IS CHANGED TO APRIL 26, 1996.

April 26, 1996                                                         M-8/1PS1


<PAGE>

              EV MARATHON NATIONAL LIMITED MATURITY MUNICIPALS FUND
        (FORMERLY "EV MARATHON NATIONAL LIMITED MATURITY TAX FREE FUND")

                  SUPPLEMENT TO PROSPECTUS DATED AUGUST 1, 1995

1. THE FOLLOWING REPLACES THE EXAMPLES UNDER "SHAREHOLDER AND FUND EXPENSES."
THE EXAMPLES FOR 5 YEARS AND 10 YEARS REFLECT THE CONVERSION OF CLASS I SHARES
INTO CLASS II SHARES APPROXIMATELY FOUR YEARS AFTER THE PURCHASE OF CLASS I
SHARES. SEE BELOW FOR A DESCRIPTION OF THE CONVERSION FEATURE.

An investor would pay the following contingent deferred sales charge and
expenses on a $1,000 investment, assuming (a) 5% annual return and (b)
redemption at the end of each period:

         1 YEAR             3 YEARS          5 YEARS         10 YEARS
         ------             -------          -------         --------
           $49                $78              $91             $164

An investor would pay the following expenses on the same investment, assuming
(a) 5% annual return and (b) no redemptions:

         1 YEAR             3 YEARS          5 YEARS         10 YEARS
         ------             -------          -------         --------
           $19                $58              $91             $164

2. THE FUND AND THE PORTFOLIO HAVE CHANGED THE PHRASE "TAX FREE" IN THEIR
NAMES TO "MUNICIPALS."

3. THE FUND MAY INVEST WITHOUT LIMIT IN MUNICIPAL OBLIGATIONS THE INTEREST ON
WHICH IS A TAX PREFERENCE ITEM UNDER THE FEDERAL ALTERNATIVE MINIMUM TAX. THE
FIRST SENTENCE OF THE FIRST PARAGRAPH UNDER "HOW THE FUND AND THE PORTfolio
Invest their Assets" is replaced with the following:

        The Fund seeks to achieve its investment objective by investing either
    directly or indirectly through another open-end management investment
    company primarily (i.e., at least 80% of its net assets during periods of
    normal market conditions) in municipal obligations the interest on which is
    exempt from regular federal income tax.

4. THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER "ORGANIZATION OF THE FUND
AND THE PORTFOLIO":

        The Fund is a non-diversified series of Eaton Vance Investment Trust, a
    business trust established under Massachusetts law pursuant to a Declaration
    of Trust dated October 23, 1985, as amended. The Trust is a mutual fund --
    an open-end management investment company. The Trustees of the Trust are
    responsible for the overall management and supervision of its affairs. The
    Trust may issue an unlimited number of shares of beneficial interest (no par
    value per share) in one or more series (such as the Fund). The Trustees of
    the Trust have divided the shares of the Fund into two classes, Class I and
    Class II. Each Class represents an interest in the Fund, but is subject to
    different expenses, rights and privileges. See "Distribution Plan", "How to
    Buy Fund Shares -- Conversion Feature" and the Statement of Additional
    Information. The Trustees have the authority under the Declaration of Trust
    to create additional Classes of shares with rights and privileges different
    from those applicable to the existing Classes of shares.

5. THE FOLLOWING REPLACES THE THIRD SENTENCE OF THE FIRST PARAGRAPH UNDER
"VALUING FUND SHARES":

        The net asset value of each Class is computed by dividing the value of
    the Fund's assets attributable to that Class, less the liabilities
    attributable to that Class, by the number of outstanding Class shares.

6. THE FOLLOWING REPLACES THE "CONVERSION FEATURE" AND "CLASS II" SUBSECTIONS
UNDER "HOW TO BUY FUND SHARES":

    CONVERSION FEATURE. Class I shares held for the longer of (i) four years or
    (ii) the time at which the contingent deferred sales charge applicable to
    such shares expires (the "holding period") will automatically convert to
    Class II shares. Such conversion will occur on or about the sixteenth day of
    the month following the expiration of the holding period. For purposes of
    this conversion, all distributions paid on Class I shares which the
    shareholder elects to reinvest in Class I shares will be considered to be
    held in a separate sub-account. Upon the conversion of Class I shares not
    acquired through the reinvestment of distributions, a pro rata portion of
    the Class I shares held in the sub-account will also convert to Class II
    shares. This portion will be determined by the ratio that the Class I shares
    being converted bear to the total of Class I shares (excluding shares
    acquired through reinvestment) in the account. This conversion feature is
    subject to the continuing availability of a ruling from the Internal Revenue
    Service or an opinion of counsel that the conversion is not taxable for
    federal income tax purposes.

    CLASS II SHARES. Class II shares are issued only in connection with the
    conversion feature described above. The Trustees of the Trust may, however,
    offer Class II shares in the future to limited classes of investors to be
    identified in the Fund's prospectus.

7. THE FOLLOWING REPLACES THE THIRD PARAGRAPH OF THE "CONTINGENT DEFERRED SALES
CHARGE" SUBSECTION UNDER "HOW TO REDEEM FUND SHARES":

        Unless a shareholder specifies otherwise, redemption requests placed by
    shareholders who own both Class I and Class II shares will be satisfied
    first by redeeming Class I shares that are no longer subject to a contingent
    deferred sales charge, then by redeeming Class II shares. If the Class II
    shares were acquired as the result of a conversion of certificated Class I
    shares, the certificate must be returned to the Transfer Agent before a
    redemption of such Class II shares can be processed.

8. THE FOLLOWING REPLACES THE FIRST, THIRD AND FOURTH PARAGRAPH UNDER "THE EATON
VANCE EXCHANGE PRIVILEGE":

        Shares of the Fund currently may be exchanged for shares of one or more
    other funds in the Eaton Vance Marathon Group of Funds (including Class I
    shares of any EV Marathon Limited Maturity Fund) or Eaton Vance Money Market
    Fund, which are distributed subject to a contingent deferred sales charge.
    Shares of the Fund may also be exchanged for shares of Eaton Vance Prime
    Rate Reserves, which are subject to an early withdrawal charge, and shares
    of a money market fund sponsored by an Authorized Firm and approved by the
    Principal Underwriter (an "Authorized Firm fund"). Any such exchange will be
    made on the basis of the net asset value per share of each fund at the time
    of the exchange, provided that such offers are available only in states
    where shares of the fund being acquired may be legally sold.

        No contingent deferred sales charge is imposed on exchanges. For
    purposes of calculating the contingent deferred sales charge upon redemption
    of shares acquired in an exchange, the contingent deferred sales charge
    schedule applicable to the shares at the time of purchase will apply and the
    purchase of shares acquired in one or more exchanges is deemed to have
    occurred at the time of the original purchase of the exchanged shares,
    except that time during which shares are held in an Authorized Firm fund
    will not be credited toward completion of the contingent deferred sales
    charge period. For the contingent deferred sales charge or early withdrawal
    charge schedule applicable to EV Marathon Strategic Income Fund, Eaton Vance
    Prime Rate Reserves and Class I shares of any Fund, see "How to Redeem Fund
    Shares". The contingent deferred sales charge schedule applicable to the
    other funds in the Eaton Vance Marathon Group of Funds is 5%, 5%, 4%, 3%, 2%
    or 1% in the event of a redemption occurring in the first, second, third,
    fourth, fifth or sixth year, respectively, after the original share
    purchase.

        Shares of the funds listed above may be exchanged for Fund shares on the
    basis of the net asset value per share of each fund at the time of the
    exchange, but subject to any restrictions or qualifications set forth in the
    current prospectus of any such fund.

        Shares of other Funds in the Eaton Vance Marathon Group of Funds may be
    exchanged for Class II shares if the shares to be exchanged were acquired as
    the result of an exchange of Class II shares.

9. THE FOLLOWING UNAUDITED FINANCIAL INFORMATION IS ADDED TO "THE FUND'S
FINANCIAL HIGHLIGHTS" AND IS FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 1995.
THIS INFORMATION AND THE INFORMATION UNDER "THE FUND'S FINANCIAL HIGHLIGHTS" IN
THE PROSPECTUS RELATES TO CLASS I SHARES OF THE FUND. AS OF THE DATE OF THIS
SUPPLEMENT, THERE ARE NO CLASS II SHARES OUTSTANDING.

  NET ASSET VALUE, beginning of period                          $ 10.130
                                                                 -------
  INCOME FROM OPERATIONS:
      Net investment income                                     $  0.204
      Net realized and unrealized gain (loss) on investments       0.143
                                                                 -------
          Total income from operations                          $  0.347
                                                                 -------
  LESS DISTRIBUTIONS:

      From net investment income                                $ (0.204)
      In excess of net investment income                          (0.003)
      From net realized gain on investments                         --
      From paid-in capital                                          --
                                                                 -------
          Total distributions                                   $ (0.207)
                                                                 -------
  NET ASSET VALUE, end of period                                $ 10.270
                                                                ========
  TOTAL RETURN(1)                                                  3.46%
  RATIOS/SUPPLEMENTAL DATA:
      Net assets, end of period (000 omitted)                   $126,210
      Ratio of net expenses to average daily net assets(2)         1.60%+
      Ratio of net investment income to average daily net assets   3.99%+
  PORTFOLIO TURNOVER(3)                                             --

  +Annualized.
(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. Amount is computed
   on a nonannualized basis.
(2)Includes the Fund's share of the 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 in the Fund's semi-annual report.

10. THE DATE OF THE ATTACHED PROSPECTUS IS CHANGED TO APRIL 26, 1996.

April 26, 1996

<PAGE>
              EV MARATHON ARIZONA LIMITED MATURITY MUNICIPALS FUND
             EV MARATHON CALIFORNIA LIMITED MATURITY MUNICIPALS FUND
            EV MARATHON CONNECTICUT LIMITED MATURITY MUNICIPALS FUND
              EV MARATHON FLORIDA LIMITED MATURITY MUNICIPALS FUND
           EV MARATHON MASSACHUSETTS LIMITED MATURITY MUNICIPALS FUND
              EV MARATHON MICHIGAN LIMITED MATURITY MUNICIPALS FUND
              EV MARATHON NATIONAL LIMITED MATURITY MUNICIPALS FUND
             EV MARATHON NEW JERSEY LIMITED MATURITY MUNICIPALS FUND
              EV MARATHON NEW YORK LIMITED MATURITY MUNICIPALS FUND
                EV MARATHON OHIO LIMITED MATURITY MUNICIPALS FUND
            EV MARATHON PENNSYLVANIA LIMITED MATURITY MUNICIPALS FUND

                                SUPPLEMENT TO THE
                       STATEMENT OF ADDITIONAL INFORMATION

                                      DATED
                                 AUGUST 1, 1995

         1. EACH FUND AND EACH PORTFOLIO HAVE CHANGED THE PHRASE "TAX FREE" IN
THEIR NAMES TO "MUNICIPALS."

         2. THE FOLLOWING SUPPLEMENTS "INVESTMENT ADVISER AND ADMINISTRATOR" IN
PART I OF THE STATEMENT OF ADDITIONAL INFORMATION:

                  Eaton Vance offers single-state tax-free portfolios in more
         states than any other sponsor of mutual funds. There are 30 long-term
         state portfolios, 5 national portfolios and 10 limited maturity
         portfolios. A staff of 32 is responsible for the day-to-day management
         of over 3,500 issues in 46 mutual fund portfolios. Assets managed by
         the municipal investment group are currently over $9.1 billion. Raymond
         E. Hender and William Ahern manage one or more of the Eaton Vance
         limited maturity municipal portfolios. Mr. Hender is a Vice President
         of Eaton Vance and BMR. He is widely regarded as a pioneer in the field
         of tax-exempt money management and was among the industry's first group
         of tax-exempt money managers. While at Fidelity Management & Research
         Company, he managed the first ever tax exempt limited term mutual fund
         and the first ever tax-exempt money market mutual fund. Mr. Hender
         holds a Bachelor of Science Degree from the Philadelphia College of
         Textiles and Science. Mr. Ahern is a Vice President of Eaton Vance and
         BMR. He is a Chartered Financial Analyst (CFA) and joined Eaton Vance
         in 1989 as an analyst in the fixed-income department. He graduated from
         Boston College in 1981 with a B.A. in Economics, and received his
         M.B.A. degree in Finance from Babson College in 1987. Mr. Ahern is a
         member of the Boston Security Analysts Society. For the identity of the
         Portfolio's portfolio manager, see the Prospectus.

         3. THE FOLLOWING SUPPLEMENTS "INVESTMENT PERFORMANCE" IN PART I OF THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION:

                  From time to time the Fund may provide investors with
         information on municipal bond investing, which may include comparative
         performance information, charts and/or illustrations prepared by
         independent sources (such as Lipper Analytical Services). The Fund may
         also refer in investor publications to Tax Freedom Day, as computed by
         the Tax Foundation, Washington, DC 20005, to help illustrate the value
         of tax free investing, as well as other tax-related information.

         4. THE PRIVATE LETTER RULING REFERRED TO IN THE FIRST PARAGRAPH UNDER
"TAXES" HAS BEEN RECEIVED BY THE TRUST.

         5. THE FOLLOWING IS ADDED TO "FINANCIAL STATEMENTS" IN THE PART I:

                  The unaudited financial statements of the Fund and the
         Portfolio for the period ended September 30, 1995 are also incorporated
         by reference into the Statement of Additional Information and attached
         hereto.

         6. THE FOLLOWING FUNDAMENTAL RESTRICTIONS REPLACE THE FUNDAMENTAL
RESTRICTIONS UNDER "INVESTMENT RESTRICTIONS" IN THE CONNECTICUT, OHIO AND
PENNSYLVANIA FUNDS' PART IIS:

         The Fund may not:

                  (1) Borrow money or issue senior securities except as
         permitted by the Investment Company Act of 1940;

                  (2) Purchase securities on margin (but the Fund may obtain
         such short-term credits as may be necessary for the clearance of
         purchases and sales of securities). The deposit or payment by the Fund
         of initial or maintenance margin in connection with futures contracts
         or related options transactions is not considered the purchase of a
         security on margin;

                  (3) Underwrite or participate in the marketing of securities
         of others, except insofar as it may technically be deemed to be an
         underwriter in selling a portfolio security under circumstances which
         may require the registration of the same under the Securities Act of
         1933;

                  (4) Purchase or sell real estate (including limited
         partnership interests in real estate but excluding readily marketable
         interests in real estate investment trusts or readily marketable
         securities of companies which invest or deal in real estate or
         securities which are secured by real estate);

                  (5) Purchase or sell physical commodities or contracts for the
         purchase or sale of physical commodities; or

                  (6) Make loans to any person except by (a) the acquisition of
         debt instruments and making portfolio investments, (b) entering into
         repurchase agreements and (c) lending portfolio securities.

                  Notwithstanding the investment policies and restrictions of
         the Fund, the Fund may invest all of its investable assets in an
         open-end management investment company with substantially the same
         investment objective, policies and restrictions as the Fund.

         7.       THE FOLLOWING NONFUNDAMENTAL INVESTMENT RESTRICTIONS REPLACE
THE NONFUNDAMENTAL INVESTMENT RESTRICTIONS IN EACH FUND'S PART II:

                  The Fund and the Portfolio have adopted the following
         investment policies which may be changed by the Trust with respect to
         the Fund without approval by the Fund's shareholders or by the
         Portfolio with respect to the Portfolio without approval by the Fund or
         its other investors. As a matter of nonfundamental policy, the Fund and
         the Portfolio will not: (a) engage in options, futures or forward
         transactions if more than 5% of its net assets, as measured by the
         aggregate of the premiums paid by the Fund or the Portfolio, would be
         so invested; (b) make short sales of securities or maintain a short
         position, unless at all times when a short position is open it owns an
         equal amount of such securities or securities convertible into or
         exchangeable, without payment of any further consideration, for
         securities of the same issue as, and equal in amount to, the securities
         sold short, and unless not more than 25% of the Fund's net assets
         (taken at current value) is held as collateral for such sales at any
         one time. (The Fund and the Portfolio will make such sales only for the
         purpose of deferring realization of gain or loss for federal income tax
         purposes); (c) invest more than 15% of net assets in investments which
         are not readily marketable, including restricted securities and
         repurchase agreements maturing in more than seven days. Restricted
         securities for the purposes of this limitation do not include
         securities eligible for resale pursuant to Rule 144A under the
         Securities Act of 1933 and commercial paper issued pursuant to Section
         4(2) of said Act that the Board of Trustees of the Trust or the
         Portfolio, or its delegate, determines to be liquid; (d) purchase or
         retain in its portfolio any securities issued by an issuer any of whose
         officers, directors, trustees or security holders is an officer or
         Trustee of the Trust or the Portfolio or is a member, officer, director
         or trustee of any investment adviser of the Trust or the Portfolio, if
         after the purchase of the securities of such issuer by the Fund or the
         Portfolio one or more of such persons owns beneficially more than 1/2
         of 1% of the shares or securities or both (all taken at market value)
         of such issuer and such persons owning more than 1/2 of 1% of such
         shares or securities together own beneficially more than 5% of such
         shares or securities or both (all taken at market value); or (e)
         purchase oil, gas or other mineral leases or purchase partnership
         interests in oil, gas or other mineral exploration or development
         programs.

         8. THE FOLLOWING REPLACES THE FIRST THREE PARAGRAPHS UNDER "PERFORMANCE
INFORMATION" IN EACH FUND'S PART II:

CALIFORNIA FUND: The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from May 29, 1992 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after            Total Return             Total Return 
                                                deducting the   deducting the     before deducting          after deducting
                                                 contingent      contingent    the contingent deferred  the contingent deferred
                                                  deferred        deferred         sales charge               sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ----------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95   Cumulative   Annualized  Cumulative   Annualized
- --------------    ----------     -----------    -------------  --------------  ----------  -----------  -----------  ----------
<S>                 <C>           <C>             <C>                 <C>        <C>        <C>           <C>        <C>  
Life of
the Fund            5/29/92       $1,000          $1,177.40           $1,167.40  17.74%     5.01%         16.74%     4.74%
1 Year
Ended
9/30/95             9/30/94       $1,000          $1,063.98           $1,033.98   6.40%     6.40%          3.40%     3.40%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- --------------
*No contingent deferred sales charge is imposed on certain redemptions.  See the
 Fund's current Prospectus.

- --------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.22%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.22% (considering both
State and Federal taxes) would be 5.19%, assuming a combined Federal and State
tax rate of 37.90%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.83%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.90%.

CONNECTICUT FUND: The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from April 16, 1993 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return 
                                                deducting the   deducting the        before deducting         after deducting     
                                                 contingent      contingent     the contingent deferred    the contingent deferred
                                                  deferred        deferred            sales charge              sales charge**    
Investment        Investment     Amount of      sales charge    sales charge**  ----------------------    ----------------------- 
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>            <C>        <C>           <C>        <C>
Life of
the Fund*         4/16/93        $1,000          $1,093.27       $1,073.47      9.93%      3.69%         7.35%      2.92%
1 Year
Ended
9/30/95*          9/30/94        $1,000          $1,071.69       $1,041.69      7.17%      7.17%         4.17%      4.17%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- ------------------
 *If a portion of the Portfolio's and/or the Fund's expenses had not been
  subsidized, the Fund would have had lower returns.
**No contingent deferred sales charge is imposed on certain redemptions. See the
  Fund's current Prospectus.

- ------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.44%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.44% (considering both
State and Federal taxes) would be 5.22%, assuming a combined Federal and State
tax rate of 34.11%. If a portion of the Portfolio's expenses had not been
allocated to the Investment Adviser, the Fund would have had a lower yield.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.74%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.80%. If a portion of the Portfolio's expenses
had not been allocated to the Investment Adviser, the Fund would have had a
lower distribution rate and effective distribution rate.

FLORIDA FUND: The table below indicates the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from May 29, 1992 through September 30, 1995,
and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after           Total Return              Total Return
                                                deducting the   deducting the    before deducting           after deducting
                                                 contingent      contingent   the contingent deferred    the contingent deferred 
                                                  deferred        deferred         sales charge               sales charge*
Investment        Investment     Amount of      sales charge    sales charge*  -----------------------  -------------------------
Period            Date           Investment      on 9/30/95       on 9/30/95   Cumulative   Annualized  Cumulative   Annualized
- --------------    ----------     -----------    -------------  --------------  ----------  -----------  -----------  ----------
<S>                 <C>  <C>      <C>             <C>             <C>            <C>          <C>         <C>          <C>  
Life of
the Fund            5/29/92       $1,000          $1,196.69       $1,186.69      19.67%       5.52%       18.67%       5.26%
1 Year
Ended
9/30/95             9/30/94       $1,000          $1,072.05       $1,042.05       7.21%       7.21%        4.21%       4.21%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- ---------------------
*    No contingent deferred sales charge is imposed on certain redemptions.  See
     the Fund's current Prospectus.

- ---------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.17%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.17% (considering
Federal taxes) would be 4.59%, assuming a Federal tax rate of 31%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.77%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.84%.

MASSACHUSETTS FUND: The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from June 1, 1992 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>        <C>           <C>          <C>
Life of
the Fund          6/1/92         $1,000          $1,184.18       $1,174.18       18.42%     5.21%         17.42%       4.94%
1 Year
Ended
9/30/95           9/30/94        $1,000          $1,072.73       $1,042.73        7.27%     7.27%          4.27%       4.27%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- -------------------
*    No contingent deferred sales charge is imposed on certain redemptions.  See
     the Fund's current Prospectus.

- -------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.22%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.22% (considering both
State and Federal taxes) would be 5.30%, assuming a combined Federal and State
tax rate of 39.28%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.67%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.73%.


MICHIGAN FUND: The table below indicates the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from April 16, 1992 through September 30,
1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>        <C>           <C>          <C>
Life of
the Fund          4/16/93        $1,000          $1,084.13       $1,064.55        8.41%     3.34%          6.46%       2.58%
1 Year
Ended
9/30/95           9/30/94        $1,000          $1,065.73       $1,035.73        6.57%     6.57%          3.57%       3.57%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- ---------------
*    No contingent deferred sales charge is imposed on certain redemptions.  See
     the Fund's current Prospectus.

- ---------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.40%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.40% (considering both
State and Federal taxes) would be 5.36%, assuming a combined Federal and State
tax rate of 36.54%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.79%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.86%.

NEW JERSEY FUND: The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from June 1, 1992 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>         <C>           <C>          <C>
Life of
the Fund          6/1/92         $1,000          $1,181.65       $1,171.65       18.17%      5.14%         17.17%       4.87%
1 Year
Ended
9/30/95          9/30/94         $1,000          $1,066.63       $1,036.63        6.66%      6.66%          3.66%       3.66%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- ----------------------
*    No contingent deferred sales charge is imposed on certain redemptions. See
the Fund's current Prospectus.

- ----------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.39%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.39% (considering both
State and Federal taxes) would be 5.26%, assuming a combined Federal and State
tax rate of 35.54%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.79%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.85%.

NEW YORK FUND: The table below indicates the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from May 29, 1992 through September 30, 1995,
and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>         <C>           <C>          <C>
Life of
the Fund          5/29/92        $1,000          $1,186.61       $1,176.61       18.66%      5.26%         17.66%       4.99%
1 Year
Ended
9/30/95           9/30/94        $1,000          $1,068.44       $1,038.44        6.84%      6.84%          3.84%       3.84%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- -------------------------
*    No contingent deferred sales charge is imposed on certain redemptions. See
the Fund's current Prospectus.

- -------------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.35%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.35% (considering both
State and Federal taxes) would be 5.52%, assuming a combined Federal and State
tax rate of 39.32%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.80%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.87%.


OHIO FUND: The table below indicates the total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment of $1,000 in the
Fund covering the life of the Fund from April 16, 1993 through September 30,
1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>         <C>           <C>          <C>
Life of
the Fund          4/16/93        $1,000          $1,096.26       $1,076.46       9.63%       3.81%         7.65%        3.04%
1 Year
Ended
9/30/95           9/30/94        $1,000          $1,076.53       $1,037.53       6.75%       6.75%         3.75%        3.75%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- ---------------------
*    No contingent deferred sales charge is imposed on certain redemptions. See
the Fund's current Prospectus.

- ---------------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.57%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.57% (considering both
State and Federal taxes) would be 5.56%, assuming a combined Federal and State
tax rate of 35.76%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.84%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.91%.

PENNSYLVANIA FUND: The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from June 1, 1992 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after               Total Return            Total Return
                                                deducting the   deducting the        before deducting         after deducting
                                                 contingent      contingent      the contingent deferred   the contingent deferred
                                                  deferred        deferred             sales charge              sales charge*
Investment        Investment     Amount of      sales charge    sales charge*   ------------------------  -----------------------
Period            Date           Investment      on 9/30/95       on 9/30/95     Cumulative   Annualized  Cumulative   Annualized 
- --------------    ----------     -----------    -------------  --------------    ----------  -----------  -----------  ----------
<S>               <C>            <C>             <C>             <C>             <C>         <C>           <C>          <C>
Life of
the Fund          6/1/92         $1,000          $1,194.47       $1,184.47      19.45%       5.48%         18.45%       5.22%
1 Year
Ended
9/30/95           9/30/94        $1,000          $1,068.17       $1,038.17       6.82%       6.82%          8.82%       8.82%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- --------------
*    No contingent deferred sales charge is imposed on certain redemptions. See
the Fund's current Prospectus.

- --------------
     For the thirty-day period ended September 30, 1995, the yield of the Fund
was 3.36%. The yield required of a taxable security that would produce an
after-tax yield equivalent to that earned by the Fund of 3.36% (considering both
State and Federal taxes) would be 5.49%, assuming a combined Federal and State
tax rate of 36.76%.

     The Fund's distribution rate (calculated on September 30, 1995 and based on
the Fund's monthly distribution paid September 15, 1995) was 3.87%, and the
Fund's effective distribution rate (calculated on the same date and based on the
same monthly distribution) was 3.54%.

     In addition, the last column of the Tax Equivalent Yield Table for the
Pennsylvania Fund is replaced with the following:

         Federal, State,
         County and Philadelphia
         Taxes(3)
         ------------------------- 
                 8.25%
                 9.74
                10.16
                10.96
                11.61

(3)Includes a 4 mil county personal property tax and a 4.96% school income tax.

         9.  SHARES OF THE ARIZONA, NORTH CAROLINA AND VIRGINIA FUNDS ARE NO
LONGER BEING OFFERED FOR PURCHASE.

        10.  THE DATE OF THE ATTACHED STATEMENT OF ADDITIONAL INFORMATION IS
CHANGED TO APRIL 26, 1996.

April 26, 1996

<PAGE>
              EV MARATHON NATIONAL LIMITED MATURITY MUNICIPALS FUND

         (FORMERLY EV MARATHON NATIONAL LIMITED MATURITY TAX FREE FUND)

                SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                              DATED AUGUST 1, 1995

     1. THE FUND AND THE PORTFOLIO HAVE CHANGED THEIR NAMES TO "EV MARATHON
NATIONAL LIMITED MATURITY MUNICIPALS FUND" AND "NATIONAL LIMITED MATURITY
MUNICIPALS PORTFOLIO," RESPECTIVELY.

     2. THE FOLLOWING REPLACES THE FOURTH PARAGRAPH UNDER "INVESTMENT
RESTRICTIONS":

                  The Fund and the Portfolio have adopted the following
         investment policies which may be changed by the Trust with respect to
         the Fund without approval by the Fund's shareholders or by the
         Portfolio with respect to the Portfolio without approval by the Fund or
         its other investors. As a matter of nonfundamental policy, the Fund and
         the Portfolio will not: (a) engage in options, futures or forward
         transactions if more than 5% of its net assets, as measured by the
         aggregate of the premiums paid by the Fund or the Portfolio, would be
         so invested; (b) make short sales of securities or maintain a short
         position, unless at all times when a short position is open it owns an
         equal amount of such securities or securities convertible into or
         exchangeable, without payment of any further consideration, for
         securities of the same issue as, and equal in amount to, the securities
         sold short, and unless not more than 25% of the Fund's net assets
         (taken at current value) is held as collateral for such sales at any
         one time. (The Fund and the Portfolio will make such sales only for the
         purpose of deferring realization of gain or loss for federal income tax
         purposes); (c) invest more than 15% of net assets in investments which
         are not readily marketable, including restricted securities and
         repurchase agreements maturing in more than seven days. Restricted
         securities for the purposes of this limitation do not include
         securities eligible for resale pursuant to Rule 144A under the
         Securities Act of 1933 and commercial paper issued pursuant to Section
         4(2) of said Act that the Board of Trustees of the Trust or the
         Portfolio, or its delegate, determines to be liquid; (d) purchase or
         retain in its portfolio any securities issued by an issuer any of whose
         officers, directors, trustees or security holders is an officer or
         Trustee of the Trust or the Portfolio or is a member, officer, director
         or trustee of any investment adviser of the Trust or the Portfolio, if
         after the purchase of the securities of such issuer by the Fund or the
         Portfolio one or more of such persons owns beneficially more than 1/2
         of 1% of the shares or securities or both (all taken at market value)
         of such issuer and such persons owning more than 1/2 of 1% of such
         shares or securities together own beneficially more than 5% of such
         shares or securities or both (all taken at market value); or (e)
         purchase oil, gas or other mineral leases or purchase partnership
         interests in oil, gas or other mineral exploration or development
         programs.

     3. THE FOLLOWING SUPPLEMENTS "INVESTMENT ADVISER AND ADMINISTRATOR" IN PART
I OF THE STATEMENT OF ADDITIONAL INFORMATION:

                  Eaton Vance offers single-state tax-free portfolios in more
         states than any other sponsor of mutual funds. There are 30 long-term
         state portfolios, 5 national portfolios and 10 limited maturity
         portfolios. A staff of 32 is responsible for the day-to-day management
         of over 3,500 issues in 46 mutual fund portfolios. Assets managed by
         the municipal investment group are currently over $9.1 billion. Raymond
         E. Hender and William Ahern manage one or more of the Eaton Vance
         limited maturity municipal portfolios. Mr. Hender is a Vice President
         of Eaton Vance and BMR. He is widely regarded as a pioneer in the field
         of tax-exempt money management and was among the industry's first group
         of tax-exempt money managers. While at Fidelity Management & Research
         Company, he managed the first ever tax exempt limited term mutual fund
         and the first ever tax-exempt money market mutual fund. Mr. Hender
         holds a Bachelor of Science Degree from the Philadelphia College of
         Textiles and Science. Mr. Ahern is a Vice President of Eaton Vance and
         BMR. He is a Chartered Financial Analyst (CFA) and joined Eaton Vance
         in 1989 as an analyst in the fixed-income department. He graduated from
         Boston College in 1981 with a B.A. in Economics, and received his
         M.B.A. degree in Finance from Babson College in 1987. Mr. Ahern is a
         member of the Boston Security Analysts Society. For the identity of the
         Portfolio's portfolio manager, see the Prospectus.

         4.  THE FOLLOWING SUPPLEMENTS "INVESTMENT PERFORMANCE" IN PART I OF THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION:

                  From time to time the Fund may provide investors with
         information on municipal bond investing, which may include comparative
         performance information, charts and/or illustrations prepared by
         independent sources (such as Lipper Analytical Services). The Fund may
         also refer in investor publications to Tax Freedom Day, as computed by
         the Tax Foundation, Washington, DC 20005, to help illustrate the value
         of tax free investing, as well as other tax-related information.

        5. THE FOLLOWING IS ADDED TO "FINANCIAL STATEMENTS" IN THE PART I:

                  The unaudited financial statements of the Fund and the
Portfolio for the period ended September 30, 1995 are also incorporated by
reference into the Statement of Additional Information and attached hereto.

        6. THE FOLLOWING REPLACES THE FIRST THREE PARAGRAPHS UNDER "PERFORMANCE
INFORMATION" IN THE FUND'S PART II:

                  The table below indicates the total return (capital changes
plus reinvestment of all distributions) on a hypothetical investment of $1,000
in the Fund covering the life of the Fund from May 22, 1992 through September
30, 1995, and for the one-year period ended September 30, 1995.

<TABLE>
<CAPTION>
                                                  Value of        Value of
                                                 Investment      Investment
                                                   before           after            Total Return             Total Return        
                                                deducting the   deducting the     before deducting           after deducting      
                                                 contingent      contingent    the contingent deferred     the contingent deferred
                                                  deferred        deferred          sales charge              sales charge*
Investment        Investment     Amount of     sales charge     sales charge*  -----------------------  --------------------------
Period            Date           Investment     on 9/30/95        on 9/30/95   Cumulative   Annualized  Cumulative    Annualized
- -----------       ----------     -----------    -----------    --------------  ----------   ----------  -----------   -----------
<S>                 <C>           <C>             <C>             <C>           <C>           <C>         <C>           <C>  
Life of
the Fund            5/22/92       $1,000          $1,202.91       $1,192.91     20.29%        5.65%       19.29%        5.39%
1 Year
Ended
9/30/95             9/30/94       $1,000          $1,066.32       $1,036.32      6.63%        6.63%        3.63%        3.63%
</TABLE>

     Past performance is not indicative of future results. Investment return and
principal value will fluctuate; shares, when redeemed, may be worth more or less
than their original cost.

- -----------------------
*    No contingent deferred sales charge is imposed on certain redemptions. See
the Fund's current Prospectus.

              For the thirty-day period ended September 30, 1995, the yield of
the Fund was 3.67%. The yield required of a taxable security that would produce
an after-tax yield equivalent to that earned by the Fund of 3.67% would be
5.32%, assuming a Federal tax rate of 31%.

              The Fund's distribution rate (calculated on September 30, 1995 and
based on the Fund's monthly distribution paid September 15, 1995) was 4.01%, and
the Fund's effective distribution rate (calculated on the same date and based on
the same monthly distribution) was 4.09%.

        7. THE DATE OF THE ATTACHED STATEMENT OF ADDITIONAL INFORMATION IS
CHANGED TO APRIL 26, 1996.

April 26, 1996





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