EATON VANCE MUNICIPALS TRUST
N-30D, 1995-11-17
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<PAGE>
                                To Shareholders

EV Classic National Municipals Fund paid to its shareholders monthly income
dividends totaling $0.545 per share during the fiscal year that ended September
30, 1995. Based on the most recent dividend paid and the Fund's net asset value
per share of $9.31 on September 30, 1995, the Fund's annualized distribution
rate at net asset value was 5.77%.

To equal this rate in a taxable investment, a couple in the 36% Federal tax
bracket would have to receive 8.98%.

The U.S. economy continues to demonstrate a pattern of slow growth with low
inflation. Gross domestic product should grow only modestly during 1995, between
2% and 3%, with inflation of less than 3%. These characteristics bode well for
all capital markets and particularly fixed income markets, including municipal
bonds.

Municipal bonds performed well during the first half of 1995, realizing strong
capital appreciation in a favorable investment environment. However, the
municipal 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.


                     PORTFOLIO OVERVIEW
         Based on market value as of Sept. 30, 1995

      Number of issues........................248
      Average quality........................BBB+
Investment grade............................66.9%
Effective maturity (years)...................15.5
Largest sectors:
   Transportation.............................14.4%
   Hospitals..................................11.2
   Industrials................................10.4
   Refunded and escrowed.......................9.7
   Life Care...................................8.4

We at Eaton Vance believe there is little chance of major tax reform legislation
being enacted. Many factors have led us to this conclusion. 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.

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.+

Naturally, there is no guarantee that the patterns of past periods will be
repeated. However, with increasing numbers of taxpayers seeking tax relief and
fewer municipal bonds available, the value of outstanding bonds may well
increase.

Sincerely,

[Photo of Thomas J. Fetter]

/s/Thomas J. Fetter

Thomas J. Fetter
President
November 20, 1995

+ A portion of the Fund's income could be subject to state, local and/or Federal
  alternative minimum tax.
<PAGE>
                               Management Report

An interview with Thomas M. Metzold, manager of the National Municipals
Portfolio.

Q.  TOM, COULD YOU DESCRIBE THE INVESTMENT CLIMATE DURING THE PAST 12 MONTHS?

A.  The market went through two distinct phases. The first, negative phase was
    September, October and part of November of 1994, when the market continued
    its long slide downward. By the middle of November, the market began a rally
    that continued through the third quarter of 1995. The investment climate
    throughout the period ending September 30, 1995 has been helped by slow but
    steady economic growth and little inflation.

Q.  HOW WOULD YOU DESCRIBE THE PROCESS OF MANAGING THE PORTFOLIO DURING THIS
    PERIOD?

A.  I'd say it was primarily a matter of paying very close attention to the
    market and taking advantage of small, temporary market inefficiencies. These
    inefficiencies can be fleeting, appearing one day and disappearing the next.
    The goal is to identify them, realize what they mean and translate that
    knowledge into changes that can benefit the Portfolio.

Q.  CAN YOU GIVE AN EXAMPLE OF HOW AN INEFFICIENCY MIGHT WORK TO YOUR ADVANTAGE?

A.  We track the performance of all our bonds against a number of indices. We
    buy a bond because we believe that it represents value relative to the
    specific index we're using, and if we've made a good choice, the bond will
    outperform the index over time.

[Photo of Thomas M. Metzold]

THOMAS M. METZOLD

    Invariably there will come a time when market conditions change -- even
    slightly -- in a way that gives us an opportunity to sell the bond and
    realize its outperformance. There are a variety of factors at work -- the
    quality of the bond, the bond's sector, its maturity and the condition of
    the market, among others. With this multi-dimensional, multi-tiered market,
    the key is to find the inefficiencies and to be prepared to act on them.

Q.  HOW DO YOU KNOW WHEN TO RESPOND TO A CHANGE IN THE MARKET?

A.  You don't know in advance when the ideal time will be. Instead, you have to
    continuously monitor the market. The bond market is dynamic, constantly
    changing, and whether the market is going up or down, there will always be
    opportunities on which we can capitalize.

Q.  HAVE YOU MADE ANY MAJOR CHANGES DURING THIS 12-MONTH PERIOD?

A.  Our basic investment philosophy has not changed. That is, we continue to
    invest to meet the dual objectives of income and total return. We are
    constantly making changes to ensure the Portfolio is positioned to meet
    those objectives. At times, one such adjustment might be to change the
    Portfolio's sector weighting. For example, during this period we reduced our
    large position in the airline sector, realizing profits in the process.

Q.  HOW HAS THE 1995 MARKET DIFFERED FROM THAT OF 1994?

A.  The differences have been dramatic. Most of 1994 -- until mid-November --
    was a bear market and made 1994 what is generally believed to be one of the
    worst years for the bond market in over 60 years.* Since then, however, the
    market has rallied. Throughout the tough times, we stuck with our philosophy
    of holding bonds of longer maturity. As the market recovered in 1995, that
    philosophy benefited our shareholders.

    "WITH THIS MULTI-DIMENSIONAL, MULTI-TIERED MARKET, THE KEY IS TO FIND THE
    INEFFICIENCIES AND TO BE PREPARED TO ACT ON THEM."

Q. WHAT DOES THIS SAY ABOUT THE VARIATIONS IN THE MARKET?

A.  It says that an investment should be made for the long term. Investors
    should realize that there will be times when the market is down, possibly to
    a significant degree. But markets are dynamic and have up cycles and down
    cycles. The long-term investor rides out the down periods and takes
    advantage of the recoveries.

Q.  IN PAST REPORTS, YOU'VE SAID YOU WERE REDUCING THE PORTFOLIO'S EXPOSURE TO
    HOSPITALS. DOES THAT CONTINUE TO BE TRUE?

A.  Yes. All around the country, health care institutions are facing tougher
    competition and lower profitability. We would rather invest our
    shareholders' money in other sectors.

Q.  SUCH AS...?

A.  We're still enthusiastic about elderly housing, nursing homes and assisted
    living projects, all of which are comparatively better investment
    opportunities. The graying of America is a fact, and we think it's wise for
    the Portfolio to take advantage of this demographic trend.

Q.  ARE THERE HOSPITAL BONDS IN THE PORTFOLIO AT ALL?

A.  Although we've lessened the proportion of hospitals in the Portfolio, we
    still maintain a presence in that sector. Through extensive research, we
    seek out hospitals that have some extra feature that makes them stand out.
    They may be the sole provider of hospital care to a community or the
    dominant provider in their service area. In other cases, they are hospitals
    that, through alliances formed with HMOs or other health care providers we
    feel will be survivors in the increasingly competitive world of health care.

    One example of a sole community provider is Winslow Memorial Hospital
    in Winslow, Arizona. This is a small hospital, but one that serves a
    community whose people will always need primary hospital care in a local
    facility. They may go for specialized treatment to a larger facility in a
    larger city. But the people of Winslow will need a local hospital where
    bones are set, cuts are stitched and where babies are delivered. That's the
    function that Winslow Memorial performs now, and, we expect, will continue
    to perform in the future.

Q.  HOW DO YOU VIEW THE LONG-TERM FUTURE FOR THE MUNICIPAL BOND MARKET?

A.  There will probably be short-term volatility in the municipal bond market,
    especially as it deals with the possibility of tax reform. However, based on
    our reading of the economic fundamentals, we're positive about the market's
    long-term future.

Q.  WHAT ABOUT THE PEOPLE WHO SAY THE MARKET WILL BE HURT BY TAX REFORM?

A.  There are a number of tax reform proposals that, if they were enacted, could
    dramatically change the economic landscape of the United States. It's a fact
    that if some of those proposals were enacted in their current form, the
    municipal bond market might be hurt. And it's that possibility that has
    caused the market's performance to be somewhat muted during the last half of
    this 12-month period.

    But consider the magnitude of the changes that are being discussed. There
    are thousands of pages of tax code. We saw what happened to health care
    reform proposals a year ago. The length of the debate and the lack of
    workable health care reform legislation should give us an idea of the
    daunting task in store for tax reformers. That's not only because of the
    size of the project, but because they're attacking some ideas that are
    strongly ingrained in the American way of economic life.
    These are ideas such as a deductibility of mortgage interest and the
    tax-free status of municipal bonds.

    It's likely that some sort of tax reform will be enacted, but we don't
    believe the tax exemption for municipal bonds will be eliminated. When all
    of this is thought through, people should realize that issuing municipal
    bonds is an established borrowing practice that ought to be continued.

* Source: Ibbotson Associates 1995 Yearbook.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EV CLASSIC NATIONAL
MUNICIPALS FUND (INCLUDING SALES CHARGE) AND THE LEHMAN BROTHERS MUNICIPAL BOND
INDEX

From December 31, 1993, through September 30, 1995

- ------------------------------------
AVERAGE ANNUAL       1       Life of
  RETURNS          Year       Fund*
- ------------------------------------
With CDSC           9.1%      2.1%
- ------------------------------------
Without CDSC       10.1%      2.1%
- ------------------------------------

            LABEL          A              B
LABEL   date           c. national      lehman bros.
- ----------------------------------------------------
 1     12/93+            10000            10000
 2      1/94             10151            10114
 3      2/94              9927             9852
 4      3/94              9374             9451
 5      4/94              9415             9531
 6      5/94              9487             9614
 7      6/94              9412             9558
 8      7/94              9618             9730
 9      8/94              9629             9764
10      9/94              9430             9621
11     10/94              9242             9450
12     11/94              8986             9279
13     12/94              9202             9483
14      1/95              9531             9754
15      2/95              9857            10038
16      3/95              9913            10153
17      4/95              9921            10165
18      5/95             10304            10490
19      6/95             10200            10398
20      7/95             10219            10496
21      8/95             10333            10630
22      9/95             10384            10697

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

* Investment operations commenced on 12/3/93.
+ Index information is available only at month-end; therefore, the line
  comparison begins at the next month-end following the commencement of the
  Fund's investment operations.

FUND PERFORMANCE

The performance chart above compares your Fund's total return with that of a
broad-based securities market index. The lines on the chart represent the total
returns of $10,000 hypothetical investments in the Fund and the unmanaged Lehman
Brothers Municipal Bond Index. 

- -------------------------------------------------------------------------------
                               FEDERAL INCOME TAX
                        INFORMATION ON DISTRIBUTIONS...

For Federal income tax purposes, 99.06% of the total dividends paid by the Fund
from net investment income during the fiscal year that ended September 30, 1995,
is designated as an exempt-interest dividend. Tax legislation eliminated the
exemption to market discount rules applicable to tax-exempt obligations. As a
result, certain tax-exempt obligations acquired by the Portfolio subsequent to
April 30, 1993, at market discounts may generate a small amount of ordinary
taxable income.
- -------------------------------------------------------------------------------

THE TOTAL RETURN FIGURES

The solid colored line on the chart represents the Fund's performance at net
asset value. The Fund's total return figure reflects Fund expenses and portfolio
transaction costs, and assumes the reinvestment of income dividends and capital
gains distributions. It also reflects the Funds maximum applicable contingent
deferred sales charge (CDSC) that is deducted for redemptions made within the
first 12 months of purchase.

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

                     EV CLASSIC NATIONAL MUNICIPALS FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
                              September 30, 1995
- ------------------------------------------------------------------------------
ASSETS:

  Investment in National Municipals Portfolio, at value
   (Note 1A) (identified cost, $40,182,281)                      $41,213,772
  Receivable for Fund shares sold                                    119,174
  Deferred organization expenses (Note 1D)                            32,678
                                                                 -----------
      Total assets                                               $41,365,624
LIABILITIES:
  Dividends payable                                    $ 52,391
  Payable for Fund shares redeemed                        4,918
  Payable to affiliate --
    Trustees' fees                                           43
  Accrued expense                                        10,164
                                                       --------
      Total liabilities                                               67,516
                                                                 -----------
NET ASSETS for 4,434,267 shares of beneficial interest
  outstanding                                                    $41,298,108
                                                                 ===========
SOURCES OF NET ASSETS:
  Paid-in capital                                                $42,533,484
  Accumulated net realized loss on investment and
    financial futures transactions (computed on the
    basis of identified cost)                                     (2,293,026)
  Accumulated undistributed net investment income                     26,159
  Unrealized appreciation of investments from
    Portfolio (computed on the basis of identified
    cost)                                                          1,031,491
                                                                 -----------
      Total                                                      $41,298,108
                                                                 ===========
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE (NOTE 6)
  PER SHARE
  ($41,298,108 / 4,434,267 shares of beneficial interest)           $9.31
                                                                    =====
                       See notes to financial statements

<PAGE>
                           STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                    For the Year Ended September 30, 1995
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
  Interest income allocated from Portfolio                        $ 2,860,839
  Expenses allocated from Portfolio                                  (185,697)
                                                                  -----------
      Net investment income from Portfolio                        $ 2,675,142
  Expenses --
    Compensation of Trustees not members of the
      Administrator's organization                  $       184
    Custodian fee (Note 4)                                1,798
    Distribution costs (Note 5)                         381,778
    Transfer and dividend disbursing agent fees          25,692
    Printing and postage                                 42,328
    Legal and accounting services                         9,529
    Amortization of organization expense (Note 1D)        9,522
    Registration costs                                    8,660
    Miscellaneous                                        14,875
                                                    -----------
      Total expenses                                                  494,366
                                                                  -----------
        Net investment income                                     $ 2,180,776
                                                                  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized loss from Portfolio --
    Investment transactions
     (identified cost basis)                        $(1,151,348)
    Financial futures contracts                        (457,140)
                                                    -----------
        Net realized loss on investments                          $(1,608,488)
  Change in unrealized appreciation of investments                  3,377,796
                                                                  -----------
        Net realized and unrealized gain                          $ 1,769,308
                                                                  -----------
          Net increase in net assets from operations              $ 3,950,084
                                                                  ===========

                       See notes to financial statements
<PAGE>
                     STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                                    YEAR ENDED SEPTEMBER 30,
                                                  ----------------------------
                                                      1995           1994*
                                                  ------------   ------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                         $  2,180,776   $  1,131,407
    Net realized loss on investments                (1,608,488)      (684,538)
    Change in unrealized appreciation
      (depreciation) of investments                  3,377,796     (2,346,305)
                                                  ------------   ------------
      Net increase (decrease) in net assets from
        operations                                $  3,950,084   $ (1,899,436)
                                                  ------------   ------------
  Distributions to shareholders (Note 2) --
    From net investment income                    $ (2,180,776)  $ (1,131,407)
    In excess of net investment income                (110,797)      (158,410)
                                                  ------------   ------------
      Total distributions to shareholders         $ (2,291,573)  $ (1,289,817)
                                                  ------------   ------------
  Transactions in shares of beneficial
    interest (Note 3) --
    Proceeds from sales of shares                 $ 20,082,406   $ 49,268,774
    Net asset value of shares issued to
     shareholders in payment of distributions
     declared                                        1,482,149        778,669
    Cost of shares redeemed                        (15,906,483)   (12,876,665)
                                                  ------------   ------------
      Increase in net assets from Fund share
        transactions                              $  5,658,072   $ 37,170,778
                                                  ------------   ------------
        Net increase in net assets                $  7,316,583   $ 33,981,525
NET ASSETS:
  At beginning of year                              33,981,525        --
                                                  ------------   ------------
  At end of year (including undistributed
    (distributions in excess of) net investment
    income of $26,159 and $(1,786),
    respectively)                                 $ 41,298,108   $ 33,981,525
                                                  ============   ============

*For the period from the start of business, December 3, 1993 to September 30,
 1994.

                       See notes to financial statements
<PAGE>

                             FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
                                                  YEAR ENDED SEPTEMBER 30,
                                                ----------------------------
                                                   1995             1994*
                                                  -------          -------
NET ASSET VALUE, beginning of year                $ 8.980          $10.000
                                                  -------          -------

INCOME (LOSS) FROM OPERATIONS:
  Net investment income                           $ 0.517          $ 0.425
  Net realized and unrealized gain (loss) on
    investment                                      0.356           (0.961)
                                                  -------          -------
      Total income (loss) from operations         $ 0.873          $(0.536)
                                                  -------          -------

LESS DISTRIBUTIONS:
  From net investment income                      $(0.517)         $(0.425)
  In excess of net investment income               (0.026)          (0.059)
                                                  -------          -------
      Total distributions                         $(0.543)         $(0.484)
                                                  -------          -------

NET ASSET VALUE, end of year                      $ 9.310          $ 8.980
                                                  =======          =======
TOTAL RETURN (2)                                   10.10%           (5.60%)

RATIOS/SUPPLEMENTAL DATA**:
  Net assets, end of period (000 omitted)         $41,298          $33,982
  Ratio of net expenses to average daily net
    assets (1)                                      1.79%            1.60%(+)
  Ratio of net investment income to average
    daily net assets                                5.71%            5.39%(+)

**For the period from the start of business, December 3, 1993, to September
  30, 1994, the operating expenses of the Fund reflect an allocation of
  expenses to the Administrator. Had such action not been taken, net
  investment income per share and the ratios would have been as follows:

NET INVESTMENT INCOME PER SHARE                                    $ 0.405
                                                                   =======
RATIOS (As a percentage of average daily net assets):

    Expenses (1)                                                     1.86%(+)
    Net investment income                                            5.13%(+)

(+)  Annualized.
(1)  Includes the Fund's share of National Municipals Portfolio's allocated
     expenses.
(2)  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.
*    For the period from the start of business, December 3, 1993, to September
     30, 1994.

                       See notes to financial statements
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic National Municipals Fund (the Fund) is a diversified series of
Eaton Vance Municipals 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 Municipals Portfolio (the Portfolio), a New York Trust, having
the same investment objective as the Fund. The value of the Fund's investment
in the Portfolio reflects the Fund's proportionate interest in the net assets
of the Portfolio (1.8% 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 VALUATIONS -- Valuations of securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.

B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and
accrued expenses of the Fund 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 September 30, 1995, the Fund,
for federal income tax purposes had a capital loss carryover of $599,696 which
will reduce the taxable income arising from future net realized gains on
investments, if any, to the extent permitted by the Internal Revenue Code, and
thus will reduce the amount of the distributions to shareholders which would
otherwise be necessary to relieve the Fund of any liability for federal income
or excise tax. Such capital loss carryover will expire on September 30, 2002.
Additionally, at September 30, 1995, net capital losses of $1,525,424
attributable to security transactions incurred after October 31, 1994, are
treated as arising on the first day of the Fund's next taxable year. Dividends
paid by the Fund from net tax-exempt interest on municipal bonds allocated
from the Portfolio are not includable by shareholders as gross income for
federal income tax purposes because the Fund and Portfolio intend to meet
certain requirements of the Internal Revenue Code applicable to regulated
investment companies which will enable the Fund to pay exempt-interest
dividends. The portion of such interest, if any, earned on private activity
bonds issued after August 7, 1986, may be considered a tax preference item to
shareholders.

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

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

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

- ------------------------------------------------------------------------------
(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 of allocable realized capital gains,
if any, are made at least annually. Shareholders may reinvest capital gains
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 and
requires that only distributions in excess of tax basis earnings and profits
are 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 are classified as distributions in excess of net
investment income or accumulated net realized gains. During the year ended
September 30, 1995, $138,742 was reclassified from distributions in excess of
net investment income to paid in capital, due to differences between book and
tax accounting for distribution costs. Net investment income, net realized
gains and net assets were not affected by this reclassification.

- ------------------------------------------------------------------------------
(3) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

                                                  YEAR ENDED      YEAR ENDED
                                                SEPTEMBER 30,   SEPTEMBER 30,
                                                     1995           1994*
                                                   --------        --------
Sales                                              2,252,175       5,078,176
Issued to shareholders electing to receive
  payment of distributions in Fund shares            164,219          83,946
Redemptions                                       (1,767,381)     (1,376,868)
                                                   ---------       ---------
    Net increase                                     649,013       3,785,254
                                                   =========       =========
                                                   

* For the period from the start of business, December 3, 1993 to September 30,
  1994.

- ------------------------------------------------------------------------------
(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 or BMR'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).

- ------------------------------------------------------------------------------
(5) DISTRIBUTION PLAN
The Fund has adopted a distribution plan (the Plan) pursuant to Rule 12b-1 under
the Investment Company Act of 1940. Effective January 30, 1995 the Trustees of
the Fund adopted an Amended Distribution Plan. The Plan requires the Fund to pay
the Principal Underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal
to 1/365th of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the aggregate amount received by the Fund for shares sold plus, (ii)
distribution fees calculated by applying the rate of 1% over the prevailing
prime rate to the outstanding balance of Uncovered Distribution Charges of EVD,
reduced by the aggregate amount of contingent deferred sales charges (see Note
6) and amounts theretofore paid to EVD. The amount payable to EVD with respect
to each day is accrued on such day as a liability of the Fund and, accordingly,
reduces the Fund's net assets. The Fund paid or accrued $286,334 to or payable
to EVD for the year 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
$4,059,000.
  
  In addition, the Plan permits the Fund to make monthly payments of service
fees to the Principal Underwriter in amounts not exceeding 0.25% of the Fund's
average daily net assets for each fiscal year. The Fund paid or accrued
service fees to or payable to EVD for the year ended September 30, 1995, in
the amount of $95,444. EVD makes monthly service fee payments to Authorized
Firms in amounts anticipated to be equivalent to 0.25% (annualized) of the
assets maintained in the Fund by their customers. On sales of shares made on
January 30, 1995 and thereafter, EVD currently expects to pay to an Authorized
Firm a service fee at the time of sale equal to 0.25% of the purchase price of
the shares sold by such Firm and monthly payments of service fees in amounts
not expected to exceed 0.25% per annum of the Fund's average daily net assets
based on the value of Fund shares sold by such Firm and remaining outstanding
for at least one year. During the first year after a purchase of Fund shares,
EVD will retain the service fee as reimbursement for the service fee payment
made to the Authorized Firm at the time of sale. Service fee payments are made
for personal services and/or the maintenance of shareholder accounts. Service
fees paid to EVD and Authorized Firms are separate and distinct from the sales
commissions and distribution fees payable by the Fund to EVD, and as such are
not subject to automatic discontinuance 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 CHARGES
For shares purchased on or after January 30, 1995, a contingent deferred sales
charge (CDSC) of 1% is imposed on any redemption of Fund shares made within
one year of purchase. Generally, the CDSC is based upon the lower of the net
asset value at date of redemption or date of purchase. No charge is levied on
shares acquired by reinvestment of dividends or capital gains distributions.
No CDSC is levied on shares which have been sold to EVD 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 received when no Uncovered Distribution Charges
exist will be credited to the Fund. For the year ended September 30, 1995, EVD
received $2,000 CDSC paid by shareholders.

- ------------------------------------------------------------------------------
(7) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investments in the Portfolio for the
year ended September 30, 1995 aggregated $21,193,031 and $17,857,906,
respectively.
<PAGE>
                          INDEPENDENT AUTITORS' REPORT

TO THE TRUSTEES AND SHAREHOLDERS OF EATON VANCE MUNICIPALS TRUST:

We have audited the accompanying statement of assets and liabilities of EV
Classic National Municipals Fund (one of the series of the Eaton Vance
Municipals Trust), as of September 30, 1995, and the related statement of
operations for the year then ended, and the statements of changes in net assets
and the financial highlights for the year ended September 30, 1995 and for the
period from the start of business, December 3, 1993, to September 30, 1994.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of EV Classic National
Municipals Fund series of Eaton Vance Municipals Trust at September 30, 1995,
the results of its operations, the changes in its net assets, and its financial
highlights for the respective stated periods in conformity with generally
accepted accounting principles.

                                              DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
OCTOBER 27, 1995
<PAGE>
                        NATIONAL MUNICIPALS PORTFOLIO
                           PORTFOLIO OF INVESTMENTS
                              SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                   TAX-EXEMPT INVESTMENTS - 100%
- --------------------------------------------------------------------------------------------------------
RATINGS (UNAUDITED)
- ------------------
                       PRINCIPAL
            STANDARD   AMOUNT
MOODY'S     & POOR'S   (000 OMITTED)      SECURITY                                VALUE
- --------------------------------------------------------------------------------------------------------
<C>         <C>          <C>            <S>                                     <C>
                                        UTILITY REVENUE BONDS  - 4.0%
Baa2        BBB          $ 10,000       Brazos River Authority, Texas,
                                          PCR, Texas Utilities Electric
                                          Company, 9.25%, 3/1/18                $   11,183,800
Aa          AA             22,600       Lewis County, Washington, Cowlitz
                                          Falls Hydroelectric Project,
                                          5.5%, 10/1/22                             21,415,308
Aa          AA             10,000       Los Angeles, California,
                                          Department of Water & Power,
                                          5%, 10/15/33                               8,347,900
Aa          AA             29,700       Washington Public Power Supply
                                          System, Project 2, 4.8%, 7/1/04           28,487,052
Aaa         AAA            16,340       Washington Public Power Supply
                                          System, Project 2, 5%, 7/1/09             15,111,232
NR          NR              5,000       West Feliciana, Louisiana, PCR,
                                          Gulf States Utilities Company
                                          Project, (AMT), 9%, 5/1/15                 5,619,600
                                                                                --------------
                                                                                $   90,164,892
                                                                                --------------
                                        HEALTH CARE - 2.5%
NR          NR           $ 17,070       Bell County, Texas, Health
                                          Facilities, Care Institute Inc.,
                                          9%, 11/1/24                           $   18,102,223
NR          NR              5,000       Delaware County, Pennsylvania,
                                          Glen Riddle Project, 
                                          8.625%, 9/1/25                             5,007,700
NR          NR              5,460       Hillsborough County, Florida, IDA,
                                          Center for Independent Living,
                                          Tampa Projects, 11%, 3/1/19<F4>            4,368,000
NR          NR              4,650       Hillsborough County, Florida, IDA,
                                          Center for Independent Living,
                                          Tampa Projects, 10.25%, 3/1/09<F4>         3,720,000
NR          NR             18,740       Illinois Development Finance
                                          Authority, Care Institute Inc.,
                                          7.8%, 6/1/25                              17,846,851
NR          NR              7,915       Roseville, Minnesota, Elder Care
                                          Facility, Care Institute Inc.,
                                          7.75%, 11/1/23                             7,960,828
                                                                                --------------
                                                                                $   57,005,602
                                                                                --------------
                                        HOSPITALS - 11.2%
NR          BBB          $  7,000       Arizona Health Facilities, Phoenix
                                          Memorial, 8.2%, 6/1/21                $    7,473,760
NR          NR              2,450       Berlin, Maryland, Atlantic
                                          General, 8.375%, 6/1/22                    2,590,703
Baa1        BBB+           12,700       Butler County, Pennsylvania,
                                          Butler Memorial, 8%, 7/1/16               13,372,719
Baa         NR             10,180       Chaves County, New Mexico, Eastern
                                          New Mexico Medical Center,
                                          7.25%, 12/1/22                            10,376,270
NR          BBB+            8,405       Christian County, Kentucky, Jennie
                                          Stuart Medical Center,
                                          7.625%, 4/1/10                             8,768,012
Baa         BBB            35,000       Colorado Health Facilities, Rocky
                                          Mountain Adventist Healthcare,
                                          6.625%, 2/1/22                            34,082,650
NR          BBB-            3,000       Colorado Health Facilities,
                                          National Jewish Center For
                                          Immunology and Respiratory
                                          Medicine, 6.875%, 2/15/12                  2,943,420
NR          BBB-            5,015       Colorado Health Facilities,
                                          National Jewish Center For
                                          Immunology and Respiratory
                                          Medicine, 7.1%, 2/15/22                    4,869,213
Baa1        NR              4,000       Crossville, Tennessee, HEFA,
                                          Cumberland Medical Center,
                                          6.75%, 11/1/12                             4,051,080
Baa1        BBB             6,000       District of Columbia, Washington
                                          Hospital Center Issue --
                                          Medlantic Healthcare Group,
                                          Inc., 7.125%, 8/15/19                      5,982,240
NR          A-              5,000       Dubuque, Iowa, Finley Hospital
                                          Project, 6.875%, 1/1/12                    5,234,550
NR          NR              1,325       Grant County, New Mexico, Gila
                                          Regional Medical Center,
                                          10%, 2/1/12                                1,404,897
NR          BBB-            5,720       Grove City Area Hospital
                                          Authority, Pennsylvania, United
                                          Community Hospital, 8.125%, 7/01/12        5,920,886
NR          BBB-            4,000       Hawaii Department of Budget and
                                          Finance, Special Purpose
                                          Mortgage Revenue, Wahiawa General
                                          Hospital, 7.5%, 7/1/12                     4,118,080
NR          NR              4,760       Health Services Authority of
                                          Hazleton, Luzerne County,
                                          Pennsylvania, Hazleton-Saint Joseph
                                          Medical Center, 8.375%, 7/1/12             4,921,078
NR          BBB+            4,650       Illinois, Chicago Osteopathic
                                          Health Systems, 7.125%, 5/15/11            4,795,778
NR          BBB+            4,500       Illinois, Chicago Osteopathic
                                          Health Systems, 7.25%, 5/15/22             4,615,245
Baa1        NR              1,000       Illinois HFA, Holy Cross Hospital,
                                          6.7%, 3/1/14                               1,000,660
Baa1        NR              2,650       Illinois HFA, Holy Cross Hospital,
                                          6.75%, 3/1/24                              2,623,341
Baa         NR              4,500       Indiana Health Facility Financing
                                          Authority, Memorial Hospital and
                                          Health Care Center, 7.4%, 3/1/22           4,618,440
Baa1        BBB+            3,750       Louisiana Public Facilities
                                          Authority, Woman's Hospital
                                          Foundation, 7.25%, 10/1/22                 3,824,325
Baa         BB+            10,000       Maricopa County, Arizona, Sun
                                          Health Corporation, 8.125%, 4/1/12        10,701,300
Baa         NR              2,000       Marshall County, Alabama,
                                          Guntersville-Arab Medical
                                          Center, 7%, 10/1/09                        2,048,160
Baa         NR              2,000       Marshall County, Alabama,
                                          Guntersville-Arab Medical
                                          Center, 7%, 10/1/13                        2,029,360
NR          BBB             6,000       Midland County Hospital District,
                                          Memorial Hospital and Medical
                                          Center, 0%, 6/1/07                         2,972,040
NR          BBB             6,500       Midland County Hospital District,
                                          Memorial Hospital and Medical
                                          Center, 0%, 6/1/11                         2,360,020
Ba          NR              5,000       Mississippi Hospital Equipment and
                                          Facilities Authority, Magnolia
                                          Hospital, 7.375%, 10/1/21                  4,962,800
NR          BBB             5,340       Montgomery County, Ohio, Dayton
                                          Osteopathic Hospital, 6%, 12/1/12          4,956,268
Ba1         NR              3,090       Montgomery County, Pennsylvania,
                                          United Hospitals, Inc., 
                                          7.5%, 11/1/13                              3,112,279
Ba1         NR              2,000       Montgomery County, Pennsylvania,
                                          United Hospitals, Inc., 
                                          7.5%, 11/1/14                              2,011,620
Ba1         NR              3,465       Montgomery County, Pennsylvania,
                                          United Hospitals, Inc.,
                                          7.5%, 11/1/15                              3,482,706
Baa         NR              8,405       New Hampshire HEFA, Frisbie
                                          Memorial Hospital, 6.125%, 10/1/13         7,928,857
A           BBB+           10,000       Philadelphia, Pennsylvania, Albert
                                          Einstein Medical Center, 7%, 10/1/21      10,402,900
Baa1        BBB+            9,000       Philadelphia, Pennsylvania,
                                          Graduate Health System Obligated
                                          Group, 6.625%, 7/1/21                      8,829,900
Baa1        A-              9,250       Philadelphia, Pennsylvania, Temple
                                          University Hospital, 6.625%,
                                          11/15/23                                   9,173,318
Baa         NR              6,000       Prince George's County, Maryland,
                                          Greater Southeast Healthcare
                                          System, 6.375% 1/1/23                      5,444,700
Baa1        BBB+           10,000       Randolph County Building
                                          Commission, West Virginia, Davis
                                          Memorial Hospital, 7.65%, 11/1/21         10,495,900
NR          BB+             8,000       Scranton-Lackawanna Health and
                                          Welfare Authority, Pennsylvania,
                                          Moses Taylor Hospital, 8.25%, 7/1/09       8,384,720
Baa         BBB             8,000       South Dakota HEFA, Prairie Lakes
                                          Health Care System Issue,
                                          7.25%, 4/1/22                              8,148,160
NR          NR              5,220       Vermont Educational and Health
                                          Buildings Financing Agency,
                                          Northwestern Medical Center
                                          Project, 9.75%, 9/1/18                     5,682,440
NR          NR              4,950       Winslow, Arizona, IDA, Winslow
                                          Memorial Hospital, 9.5%, 6/1/22            5,444,407
                                                                                --------------
                                                                                $  256,159,202
                                                                                --------------
                                        LIFE CARE - 8.4%
NR          NR           $  8,616       Albuquerque, New Mexico, First
                                          Mortgage IDR, La Vida Llena
                                          Retirement Center 8.625%, 2/1/20      $    9,075,061
NR          NR              7,000       Albuquerque, New Mexico, First
                                          Mortgage IDR, La Vida Llena
                                          Retirement Center 8.85%, 2/1/23            7,451,150
NR          NR              5,744       Albuquerque, New Mexico, First
                                          Mortgage IDR, La Vida Llena
                                          Retirement Center 2.25%, 2/1/23            1,872,659
NR          NR             10,000       Atlantic Beach, Florida, Fixed
                                          Rate Improvement, Fleet Landing
                                          Project, 8%, 10/1/24                      10,455,200
NR          NR              3,060       Chester County, Pennsylvania,
                                          Kimberton Project, (AMT),
                                          8.5%, 9/1/25                               3,066,946
NR          NR              5,185       Collier County, IDA, Florida,
                                          Retirement Rental, Beverly
                                          Enterprises, Florida, Inc.,
                                          10.75%, 3/1/03                             6,088,590
NR          NR             12,555       Dekalb Private Hospital, Georgia
                                          GF/Atlanta, 8.5%, 3/1/25                  12,327,378
NR          NR              4,320       Florence, Kentucky, Housing
                                          Facilities, Bluegrass RHF
                                          Housing, Inc., 9.5%, 7/1/17                4,582,440
NR          NR              6,690       Fulton County Residential Care
                                          Facilities for the Elderly
                                          Authority, Georgia, Lenbrook Square
                                          Foundation, Inc., 9.75%, 1/1/17            7,066,112
Baa1        NR             10,000       Indianapolis, Indiana, National
                                          Benevolent Association-Robin Run
                                          Village, 7.625%, 10/1/22                  10,466,600
NR          NR              4,500       Kansas City, Missouri, IDA,
                                          Kingswood United Methodist
                                          Manor, 9%, 11/15/13                        4,843,755
NR          NR              2,100       Loudon County, Virginia, IDA,
                                          Residential Care, Falcons Landing,
                                          9.25%, 7/1/04                              2,252,964
NR          NR             20,400       Loudon County, Virginia, IDA,
                                          Residential Care, Falcons Landing,
                                          8.75%, 11/1/24                            20,793,312
NR          NR             18,545       Lousiana HFA - HCC Assisted Living
                                          Group 1, 9%, 3/1/25                       18,912,747
NR          NR              1,950       New Hampshire Higher Educational &
                                          Health Facilities, Riverwoods at
                                          Exeter, 8%, 3/1/01                         2,000,427
NR          NR             10,000       New Hampshire Higher Educational &
                                          Health Facilities, Riverwoods at
                                          Exeter, 9%, 3/1/23                        10,696,100
NR          NR              3,500       New Jersey EDA, Cadbury
                                          Corporation-1991 Project,
                                          7.5%, 7/1/21                               3,432,975
NR          NR             20,000       New Jersey EDA, Keswick Pines
                                          Project, 8.75%, 1/1/24                    20,137,200
NR          NR             10,000       New Jersey EDA, Forsgate Project,
                                          8.625%, 6/1/25                             9,763,200
NR          NR             13,955       St. Tammany Public Finance,
                                          Christwood Project, 9%, 11/15/25          13,739,116
NR          NR              7,500       Vermont IDA, Wake Robin
                                          Corporation, 8.75%, 4/1/23                 7,842,825
NR          NR              4,500       Vermont IDA, Wake Robin
                                          Corporation, 8.75%, 3/1/23                 4,840,605
                                                                                --------------
                                                                                $  191,707,362
                                                                                --------------
                                        NURSING HOMES - 6.7%
NR          NR           $ 13,680       Bell County, Texas, Riverside
                                          Healthcare, Inc.-Normandy Terrace,
                                          9%, 4/1/23                            $   14,700,391
NR          NR              5,500       Dauphin County IDA, Pennsylvania,
                                          Susquehanna Center Nursing
                                          Facility, 10%, 6/1/21<F4>                  3,575,000
NR          NR              5,000       Delaware County, Pennsylvania,
                                          Mainline-Haverford Nursing and
                                          Rehabilitation Centers, 9%, 8/1/22         5,442,150
NR          NR                930       Jefferson County IDA, Missouri,
                                          Cedar Hills Retirement Village,
                                          12%, 12/1/15                                 968,716
NR          NR              3,750       Lackawanna County, Pennsylvania
                                          IDA, Edella Street Associates,
                                          8.875%, 9/1/14                             4,084,012
NR          NR              3,445       Luzerne County, Pennsylvania, IDA,
                                          River Street Associates,
                                          8.75%, 6/15/07                             3,708,301
NR          NR              6,455       Massachusetts HEFA, Fairview
                                          Extended Care Services, Inc.,
                                          10.125%, 1/1/11                            7,041,437
NR          NR             11,790       Mississippi Finance Corp, Magnolia
                                          Healthcare, 7.99%, 7/1/25                 11,139,546
NR          NR              6,750       Missouri HEFA, Bethesda Health
                                          Group of St. Louis, Inc.,
                                          6.625%, 8/15/05                            6,761,340
NR          NR             14,000       Missouri HEFA, Bethesda Health
                                          Group of St. Louis, Inc.,
                                          7.5%, 8/15/12                             14,417,200
NR          NR             12,500       Montgomery County, Pennsylvania,
                                          IDA, Advancement of Geriatric
                                          Health Care Institute, 8.375%, 7/1/23     12,967,875
NR          NR              5,000       New Jersey EDA, Claremont Health
                                          System, Inc., 9.1%, 9/1/22                 5,280,600
NR          NR              5,915       New Jersey EDA, Victoria Health
                                          Corporation, 7.75%, 1/1/24                 5,927,067
NR          NR              3,305       Okaloosa County, Florida, Beverly
                                          Enterprises-Florida, Inc.,
                                          10.75%, 10/1/03                            3,612,927
NR          NR              3,500       Philadelphia, Pennsylvania, The
                                          Philadelphia Protestant Home Project,
                                          8.625%, 7/1/21                             3,559,255
Baa1        BBB             4,630       Racine County, Wisconsin, Health
                                          Center, 8.125%, 8/1/21                     4,836,915
NR          NR              5,000       Rhode Island Health and Education
                                          Building, Steere House, 8.25%, 7/1/15      5,276,050
NR          NR             12,430       St. Paul, Minnesota, Housing and
                                          Redevelopment, Care Institute,
                                          Inc. - Highland, 8.75%, 11/1/24           12,528,570
NR          NR              5,000       Sussex County, Delaware, Delaware
                                          Health Corporation, 7.6%, 1/1/24           5,002,600
NR          NR              5,000       Sussex County, Delaware, Delaware
                                          Health Corporation, 7.5%, 1/1/14           5,088,500
NR          NR              4,500       Tarrant County Health Facilities,
                                          Texas, 3927 Foundation, Inc.,
                                          10.25%, 9/1/19                             4,747,950
NR          NR              1,805       Upshur County, West Virginia
                                          County Commission, Holbrook
                                          Nursing Home, Inc., 10.25%, 4/1/12         1,878,120
NR          NR              6,000       Westmoreland County, Pennsylvania,
                                          IDA, Highland Health System,
                                          Inc., 9.25%, 6/1/22                        6,291,180
NR          NR              3,605       Wood County, West Virginia, West
                                          Virginia Rehabilitation
                                          Services, Inc., (AMT), 9.5%, 12/1/15       3,857,206
                                                                                --------------
                                                                                $  152,692,908
                                                                                --------------


                                        SINGLE & MULTI-FAMILY HOUSING - 3.1%
Aa          AA-             9,850       California Housing Finance Agency,
                                          (AMT), "RIBS", Variable Rate,
                                          8/1/23<F1>                            $    9,997,750
NR          NR              7,000       Chester County, Pennsylvania, IDB,
                                          Senior Life Choice of Paoli, L.P.,
                                          8.05%, 1/1/24                              7,094,570
NR          NR              9,500       Lake Creek Affordable Housing
                                          Corporation, Multifamily Housing,
                                          8%, 12/1/23                                9,624,165
NR          NR              8,000       Los Angeles County Housing
                                          Authority, California,
                                          Multifamily Housing, Corporate
                                          Fund for Housing Projects,
                                          10.5%, 12/1/29                             8,246,800
NR          BBB+            2,000       Massachusetts Housing Finance
                                          Authority, Multifamily, Harbor Point
                                          Revenue, (AMT), 8%, 12/1/15                2,075,680
NR          NR              3,345       Minneapolis Community Development,
                                          Multifamily, Lindsay Brothers,
                                          9.5%, 12/1/07                              3,466,892
NR          NR              2,185       Minneapolis Community Development,
                                          Multifamily, Lindsay Brothers,
                                          1.5%, 12/1/07                                823,985
NR          NR              4,770       North Little Rock Residential
                                          Housing Facilities, Arkansas,
                                          Parkstone Place, 9.75%, 8/1/21             4,994,238
NR          NR              4,000       North Miami, Florida, Health Care
                                          Facilities, The Imperial Club,
                                          8%, 1/1/13                                 3,651,160
NR          NR              8,925       North Miami, Florida, Health Care
                                          Facilities, The Imperial Club,
                                          9.25%, 1/1/13                              9,533,863
NR          NR              5,000       Village of North Syracuse Housing
                                          Authority, AJM Senior Housing,
                                          Inc., Janus Park, 8%, 6/1/24               4,878,600
NR          NR              5,800       Ridgeland, Mississippi, Urban
                                          Renewal, The Orchard Limited Project,
                                          7.75%, 12/1/15                             5,740,782
                                                                                --------------
                                                                                $   70,128,485
                                                                                --------------
                                        HOTELS - 0.6%
NR          NR           $  3,885       Chandler, Arizona, IDA, SMP II
                                          Limited Partner, Resort/Convention
                                          Center, 7.5%, 12/1/15                 $    3,864,409
NR          NR              1,929       Illinois Development Finance
                                          Authority, Comfort Inn-O'Hare,
                                          10%, 5/1/16                                2,107,681
NR          NR              1,068       Illinois Development Finance
                                          Authority, Comfort Inn-O'Hare,
                                          2.5%, 5/1/16                                 373,194
NR          NR              1,025       Kirksville, Missouri, IDA, Holiday
                                          Inn, 10.5%, 7/1/03<F4>                       563,750
NR          NR              3,615       Kirksville, Missouri, IDA, Holiday
                                          Inn, 11%, 7/1/16<F4>                       1,988,250
NR          NR              4,205       Niagara County, New York, IDA,
                                          Wintergarden Inn Associate,
                                          9.75%, 6/1/11<F4>                          2,312,750
NR          NR              1,795       Orange Beach, Alabama, Romar
                                          Hotels, Inc., 10.5%, 4/1/16                1,901,156
                                                                                --------------
                                                                                $   13,111,190
                                                                                --------------
                                        GENERAL OBLIGATIONS - 0.5%
A1          A            $ 14,500       California, 4.75%, 9/1/23               $   11,848,095
                                                                                --------------
                                      
                                        LEASE/COP - 1.0%
A           A            $ 16,500       Indiana Transportation Finance,
                                          Airport Facilities, 6.25%, 11/1/16    $   16,422,450
NR          A-              3,500       Plymouth County, Massachusetts,
                                          COP, Plymouth County Correctional
                                          Facility, 7%, 4/1/22                       3,753,015
NR          NR              2,500       St. Louis, Missouri, Convention
                                          and Sports Facility, 7.9%, 8/15/21         2,741,875
                                                                                --------------
                                                                                $   22,917,340
                                                                                --------------
                                        TRANSPORTATION - 14.4%
Baa2       BB+           $ 28,000       Chicago, Illinois, O'Hare
                                          International, American Airlines,
                                          (AMT), 7.875%, 11/1/25                $   30,009,560
Baa2       BB+             20,275       Chicago, Illinois, O'Hare International,
                                          American Airlines, 8.2%, 12/1/24          23,277,322
Baa2       BB+             41,000       Dallas-Fort Worth, Texas,
                                          International Airport Facility,
                                          American Airlines, (AMT),
                                          7.25%, 11/1/30                            42,995,880
Baa        BB               8,000       Denver, Colorado, Airport System
                                          Revenue, (AMT), 7%, 11/15/25               8,086,160
Baa        BB               7,800       Denver, Colorado, Airport System
                                          Revenue, (AMT), 8%, 11/15/17               8,391,708
Baa        BB               5,725       Denver, Colorado, Airport System
                                          Revenue, (AMT), 7.5%, 11/15/23             6,111,724
Baa3       BB              95,500       Denver, Colorado, United Airlines,
                                          (AMT), 6.875%, 10/1/32                    96,293,605
A          A-               5,000       Hawaii Airports, (AMT), 7%, 7/1/18           5,255,200
NR         NR               2,200       Los Angeles International Airport,
                                          Continental Airlines, (AMT),
                                          9%, 8/1/08                                 2,420,154
NR         NR               4,425       Los Angeles International Airport,
                                          Continental Airlines, (AMT),
                                          9%, 8/1/17                                 4,740,237
NR         BBB                900       New York State Thruway Authority,
                                          Cross-Westchester Expressway,
                                          0%, 1/1/02                                   633,987
NR         BBB              4,000       New York State Thruway Authority,
                                          Cross-Westchester Expressway,
                                          0%, 1/1/03                                 2,702,240
NR         BBB              2,940       New York State Thruway Authority,
                                          Cross-Westchester Expressway,
                                          0%, 1/1/04                                 1,838,235
NR         BBB              2,905       New York State Thruway Authority,
                                          Cross-Westchester Expressway,
                                          0%, 1/1/06                                 1,596,965
A1         AA-             15,000       Port Authority of New York and New
                                          Jersey, (AMT), Variable Rate,
                                          1/15/27<F1>                               15,537,300
B2         NR              11,000       Port Authority of New York and New
                                          Jersey, La Guardia Airport,
                                          Continental and Eastern
                                          Airlines, (AMT), 9.125%, 12/1/15          12,412,620
A1         AA-              5,000       Port of Seattle, Washington,           
                                          (AMT), 6%, 12/1/14                         5,001,650
NR         NR              35,100       San Joaquin Hills, California, 
                                          Toll Roads, 0%, 1/1/17                    8,098,272
NR         NR              25,000       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/18                     5,383,250
NR         NR              46,210       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/20                     8,668,072
NR         NR              72,685       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/21                    12,724,963
NR         NR              29,225       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/22                     4,775,365
NR         NR              45,045       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/23                     6,869,363
NR         NR             108,260       San Joaquin Hills, California,         
                                          Toll Roads, 0%, 1/1/24                    15,409,728
                                                                                --------------
                                                                                $  329,233,560
                                                                                --------------
                                        WATER & SEWER - 0.6%                   
A          A-            $ 10,000       New York City Municipal Water          
                                          Finance Authority, 6.25%, 6/15/21     $   10,065,500
Baa        BBB              4,000       Philadelphia, Pennsylvania,            
                                          Municipal Water Finance              
                                          Authority, 7%, 8/1/18                      4,473,320
                                                                                --------------
                                                                                $   14,538,820
                                                                                --------------
                                        SOLID WASTE - 2.7%                     
Baa2       BBB+          $  6,050       Carbon County, Utah, Laidlaw,          
                                          (AMT), 7.5%, 2/1/10                   $    6,466,603
NR         A-               2,625       Eastern Connecticut, Resource          
                                          Recovery, Wheelabrator, 5.5%, 1/1/14       2,382,923
NR         A-              11,495       Eastern Connecticut, Resource          
                                          Recovery, Wheelabrator, 5.5%, 1/1/20      10,306,187
Ba         NR               2,000       Mercer County, New Jersey, Improvement 
                                          Authority, (AMT), 0%, 4/1/14                 533,040
Ba         NR               5,000       Mercer County, New Jersey, Improvement 
                                          Authority, (AMT), 0%, 4/1/15               1,240,650
Ba         NR              10,000       Mercer County, New Jersey, Improvement 
                                          Authority, (AMT), 0%, 4/1/16               2,310,100
NR         NR              35,000       Village of Robbins, Cook County,       
                                          Illinois, Robbins Resource           
                                          Recovery   Partners, L.P.,           
                                          9.25%, 10/15/16                           38,525,200
                                                                                --------------
                                                                                $   61,764,703
                                                                                --------------
                                        COGENERATION FACILITIES - 3.3%         
NR         NR            $ 14,000       Maryland Energy, AES Warrior Run       
                                          Project, (AMT), 7.4%, 9/1/19          $   14,411,740
NR         BB+             22,150       New Jersey EDA, Vineland               
                                          Cogeneration Limited Partnership     
                                          Project, (AMT), 7.875%, 6/1/19            23,738,155
NR         NR               2,300       Palm Beach County, Florida, Solid      
                                          Waste IDR, Osceola Power Limited     
                                          Partnership Project, (AMT),          
                                          6.95%, 1/1/22                              2,294,135
NR         NR               7,000       Pennsylvania EDA, Northampton          
                                          Generating Project, Junior           
                                          Liens, (AMT), 6.875%, 1/1/11               6,777,750
NR         NR              13,450       Pennsylvania EDA, Northampton          
                                          Generating Project, (AMT),           
                                          6.6%, 1/1/19                              12,760,822
NR         NR               5,100       Pennsylvania EDA, Northampton          
                                          Generating Project, (AMT),           
                                          6.5%, 1/1/13                               4,955,364
NR         NR              10,000       Pennsylvania EDA, Colver Project,      
                                          (AMT), 8.05%, 12/1/15                     10,371,200
                                                                                --------------
                                                                                $   75,309,166
                                                                                --------------
                                        INDUSTRIALS - 10.4%                    
Baa2       NR            $  3,000       Camden, Alabama, IDB, MacMillan        
                                          Bloedel Project, 7.75%, 5/1/09        $    3,191,250
NR         NR               4,325       College Park, Georgia, Airport         
                                          Parking Venture, 10%, 5/15/16              3,892,500
Baa1       BBB             24,000       Courtland, Alabama, IDB, Champion      
                                          International Corporation,           
                                          (AMT), 7%, 6/1/22                         24,943,920
Baa1       BBB             20,245       Courtland, Alabama, IDB, Champion      
                                          International Corporation,           
                                          (AMT), 6.375%, 3/1/29                     19,792,119
NR         NR               8,040       East Chicago, Indiana, PCR, Inland     
                                          Steel Company Project #9, (AMT),     
                                          10%, 11/1/11                               8,679,743
Baa1       BBB             19,000       Gulf Coast Waste Disposal, Texas,     
                                          Champion International              
                                          Corporation, (AMT), 6.875%, 12/1/28       19,621,680
NR         NR               6,000       Gwinnett County, Georgia, IDR,        
                                          Plastics/Packaging, Inc., (AMT),    
                                          9%, 5/1/13                                 6,000,000
Baa1       BBB-            10,000       Maine Finance Authority, Great        
                                          Northern Paper, Inc., Project-      
                                          Bowater Incorporated, (AMT),        
                                          7.75%, 10/1/22                            10,687,400
NR         BB+              5,000       Maine Solid Waste Disposal, Boise     
                                          Cascade Corporation, (AMT),         
                                          7.9%, 6/1/15                               5,295,600
NR         NR               1,765       Massachusetts Industrial Finance      
                                          Agency, IDR, Boston Beer            
                                          Company, (AMT), 11.5%, 7/15/07             2,015,348
Baa1       BBB-             5,000       McMinn County, Tennessee, IDB,        
                                          Calhoun Newsprint Company           
                                          Project-Bowater Incorporated,       
                                          (AMT), 7.4%, 12/1/22                       5,302,750
NR         NR              10,000       Michigan Strategic, S.D. Warren       
                                          Co., Series 87A, (AMT),             
                                          7.375%, 1/15/22                           10,235,500
NR         NR              15,000       Michigan Strategic, S.D. Warren       
                                          Co., Series 87B, (AMT),             
                                          7.375%, 1/15/22                           15,353,250
NR         NR               2,500       Michigan Strategic, S.D. Warren       
                                          Co., Series 87C, (AMT),             
                                          7.375%, 1/15/22                            2,559,425
NR         NR               4,370       Middleboro, Massachusetts, IDR,       
                                          Read Corporation, 9.5%, 10/1/10            3,714,500
Baa2       BBB-             7,500       Pennsylvania, EDA, MacMillan          
                                          Bloedel Project, (AMT),             
                                          7.6%, 12/1/20                              8,177,925
Baa1       BBB+            10,000       Pennsylvania, EDA,  Sun Company,      
                                          Inc. (R&M), (AMT), 7.6%, 12/1/24          10,911,100
Baa3       BBB-            12,000       Port of Corpus Christi, Texas,        
                                          Valero Refining & Marketing         
                                          Company, 10.25%, 6/1/17                   13,492,920
NR         NR               2,695       Savannah, Georgia, IDR, Intercat-     
                                          Savannah, Inc., (AMT), 9.75%, 7/1/10       2,896,936
NR         NR               4,000       Savannah, Georgia, IDR, Intercat-      
                                          Savannah, Inc., (AMT), 9%, 1/1/15          4,278,600
A1         AA-             61,120       Valdez, Alaska, Marine Terminal,       
                                          BP Pipelines, Inc., 5.5%, 10/1/28<F3>     55,694,378
                                                                                --------------
                                                                                $  236,736,844
                                                                                --------------
                                        INSURED UTILITY REVENUE BONDS - 5.2%     
Aaa         AAA          $ 20,000      Intermountain Power Agency, Utah,        
                                         (MBIA) 6%, 7/1/16<F2>                  $   19,224,000
Aaa         AAA            10,000      Puerto Rico Telephone Authority,        
                                         (MBIA), Variable Rate, 1/25/07<F1>          9,962,500
Aaa         AAA            16,500      Sacramento, California, Municipal       
                                         Utility District, (MBIA),             
                                         Variable Rate, 11/15/15<F1>                14,870,625
Aaa         AAA            21,000      Sacramento, California, Municipal       
                                         Utility District, (MBIA),              
                                         4.75%, 9/1/21<F3>                          17,617,320
Aaa         AAA            49,245      South Carolina Public Services,         
                                         Forwards, Series 96A, (MBIA),         
                                        5.75%, 1/1/22<F2>                          46,506,486
Aaa         AAA            15,350      South Carolina Public Services,         
                                          "RIBS" (FGIC), Variable Rate,        
                                          1/1/25<F1>                                10,572,312
                                                                                --------------
                                                                                $  118,753,243
                                                                                --------------
                                        INSURED TRANSPORTATION - 1.8%          
Aaa         AAA          $ 14,400       Metropolitan Washington Airports       
                                          Authority, (MBIA), Variable          
                                          Rate, 4/1/21<F1>                      $   12,510,000
Aaa         AAA            18,200       Mobile, Alabama, Airport               
                                          Authority, (MBIA),                   
                                          6.375%, 10/1/14<F3>                       19,056,128
Aaa         AAA            10,000       Triborough Bridge and Tunnel           
                                          Authority, "Rites", (MBIA),          
                                          Variable Rate, 1/1/19<F1>                 10,110,100
                                                                                --------------
                                                                                $   41,676,228
                                                                                --------------
                                        INSURED HOSPITAL - 0.8%                
Aaa         AAA          $ 10,000       Louisville, Kentucky, Alliant          
                                          Health System, Inc., (MBIA),         
                                          Variable Rate, 10/1/14<F1>            $   11,000,000
Aaa         AAA             7,000       Montgomery County, Pennsylvania,       
                                          Abington Memorial Hospital,          
                                          (AMBAC), Variable Rate, 6/1/11<F1>         7,931,980
                                                                                --------------
                                                                                $   18,931,980
                                                                                --------------
                                        INSURED SPECIAL TAX REVENUE - 5.6%     
Aaa         AAA          $ 20,000       Los Angeles County (California),       
                                          Metropolitan Transportation,         
                                          (AMBAC), 4.75%, 7/1/18                $   16,960,600
Aaa         AAA            92,995       Metropolitan Pier and Exposition       
                                          Authority, Illinois, McCormick       
                                          Place Expansion Project, (MBIA),     
                                          0%, 6/15/28                               12,225,123
Aaa         AAA            92,995       Metropolitan Pier and Exposition       
                                          Authority, Illinois, McCormick       
                                          Place Expansion Project, (FGIC),     
                                          0%, 6/15/29                               11,489,532
Aaa         AAA             9,800       Metropolitan Pier and Exposition       
                                          Authority, Illinois, McCormick       
                                          Place Expansion Project, (MBIA),     
                                          "RIBS" Variable Rate, 6/15/27<F1>          9,114,000
Aaa         AAA             3,415       New Orleans Regional Transit           
                                          Authority, Louisiana, Sales Tax,     
                                          (FGIC), 0%, 12/1/12                        1,227,078
Aaa         AAA            10,935       New Orleans Regional Transit           
                                          Authority, Louisiana, Sales Tax,     
                                          (FGIC), 0%, 12/1/15                        3,190,833
Aaa         AAA            10,000       New Orleans Regional Transit           
                                          Authority, Louisiana, Sales Tax,     
                                          (FGIC), 0%, 12/1/21                        1,982,200
Aaa         AAA            21,655       Rancho Mirage, California, Water       
                                          District Financing, (AMBAC),         
                                          4.75%, 8/15/21                            18,168,978
Aaa         AAA            13,350       Rancho Mirage, California,             
                                          Whitewater Redevelopment             
                                          Project, (MBIA), 5%, 4/1/24               11,635,459
Aaa         AAA            40,000       South Orange, California, Public       
                                          Financing, Foothill Area, (FGIC),    
                                          5.5%, 8/15/15<F3>                         36,909,200
Aaa         AAA             7,000       Utah Municipal Finance                 
                                          Corporation, Local Government         
                                          Revenue, (FSA), 0%, 3/1/10                 2,975,700
Aaa         AAA             6,000       Utah Municipal Finance                  
                                          Corporation, Local Government         
                                          Revenue, (FSA), 0%, 3/1/11                 2,385,840
                                                                                --------------
                                                                                $  128,264,543
                                                                                --------------
                                       INSURED INDUSTRIALS - 0.4%              
Aaa         AAA          $ 11,950       Chicago, Illinois, The Peoples Gas     
                                          Light and Coke Company, (AMBAC),     
                                          "RIBS" (AMT), Variable Rate,         
                                          12/1/23<F1>                           $   10,217,250
                                                                                --------------
                                                                               
                                        INSURED HOUSING - 0.4%                 
Aaa         AAA          $  7,525       SCA Multifamily Mortgage, IDB,         
                                          Hamilton County, Tennessee,          
                                          (FSA) (AMT), 7.35%, 1/1/30            $    8,057,845
                                                                                --------------
                                                                               
                                        INSURED GENERAL OBLIGATION STATE &     
                                        SCHOOL DISTRICT - 0.9%                 
Aaa         AAA          $ 10,000       California General Obligation,         
                                          (FSA), 4.75%, 9/1/18                  $    8,475,500
Aaa         AAA            15,000       California General Obligation,         
                                          (FGIC), 4.75%, 9/1/23                     12,509,250
                                                                                --------------
                                                                                $   20,984,750
                                                                                --------------
                                        INSURED WATER & SEWER - 0.9%           
Aaa         AAA          $ 10,300       Harrisburg, Pennsylvania, Water        
                                          Revenue Bonds, (FGIC)                
                                          Variable, 8/11/16<F1>                 $   9,447,572
Aaa         AAA            10,000       New York City Municipal Water          
                                          Finance Authority, (FSA),            
                                          Variable Rate, 6/15/21<F1>                10,075,000
                                                                                --------------
                                                                                $   19,522,572
                                                                                --------------
                                        REFUNDED & ESCROWED - 9.7%             
NR          AAA          $ 65,000       Bakersfield, California,               
                                          Bakersfield Assisted Living          
                                          Center, 0%, 4/15/21                   $   11,924,250
NR          NR              2,200       Bexar County, Texas, Health            
                                          Facilities, St. Luke's Lutheran,     
                                          7%, 5/1/21                                 2,501,422
NR          AAA           177,055       Colorado HFA, Retirement Housing,      
                                          Liberty Heights Project,             
                                          0%, 7/15/24                               24,484,936
NR          AAA            27,870       Colorado HFA, Retirement Housing,
                                          Liberty Heights Project,
                                          0%, 7/15/20                                5,159,016
Aaa         NR             29,600       Colorado HFA, Retirement Housing,
                                          Liberty Heights Project,
                                          0%, 7/15/22                                4,745,176
Ba1         BBB            10,000       Detroit, Michigan, Unlimited Tax,
                                          8.7%, 4/1/10                              11,823,200
Ba1         BBB             3,500       Detroit, Michigan, Unlimited Tax,
                                          Series 1991, 8%, 4/1/11                    4,111,275
NR          NR              7,000       Florida, Mid-Bay Bridge Authority
                                          Revenue Bonds, 6.875%, 10/1/22             7,864,570
NR          NR              1,820       Hyland Hills Park and Recreation
                                          District, Adams County, Colorado,
                                          9.75%, 7/1/01                              1,856,400
NR          NR              2,430       Hyland Hills Park and Recreation
                                          District, Adams County, Colorado,
                                          9.9%, 7/1/04                               2,573,297
NR          NR              1,615       Hyland Hills Park and Recreation
                                          District, Adams County, Colorado,
                                          10%, 7/1/06                                1,711,690
NR          AAA            30,360       Illinois Development Finance
                                          Authority, Regency Park at
                                          Lincolnwood, 0%, 7/15/25                   3,897,313
NR          AAA           186,555       Illinois Development Finance
                                          Authority, Regency Park at
                                          Lincolnwood, 0%, 7/15/23                  27,781,770
NR          AAA             4,000       Jackson County, Oklahoma, Jackson
                                          County Memorial Hospital,
                                          9%, 8/1/15                                 4,420,640
NR          AAA            12,750       Louisiana Public Facilities
                                          Authority, Southern Baptist
                                          Hospitals, Inc., 8%, 5/15/12              15,393,075
Aaa         NR            138,000       Mississippi Housing Finance
                                          Corporation, Single Family
                                          Mortgage, 0%, 6/1/15                      41,157,120
Aaa         NR              6,130       North Salt Lake Municipal Building
                                          Authority, Davis County, Utah,
                                          8.625%, 12/1/17                            7,617,690
NR          NR              8,885       Scottsdale IDA, Arizona,
                                          Westminster Village, Inc.,
                                          10%, 6/1/07                                9,982,831
Aaa         AAA            19,165       Texas Turnpike Authority, Houston
                                          Ship Channel Bridge, 0%, 1/1/20           26,769,672
Aaa         AAA             2,675       Washington Public Power Supply
                                          System, Nuclear Project No. 1,
                                          14.375%, 7/1/01                            3,927,167
NR          BBB-            1,000       West Virginia HFA, Logan General
                                          Hospital, 8.625%, 4/1/01                   1,042,720
NR          BBB-            1,750       West Virginia HFA, Logan General
                                          Hospital, 8.75%, 4/1/13                    1,825,845
                                                                                --------------
                                                                                $  222,571,075
                                                                                --------------
                                        COLLEGES & UNIVERSITIES - 0.4%
NR          BBB-         $  3,300       Massachusetts Health and
                                          Educational Facilities, Nichols
                                          College, 7%, 10/1/20                  $    3,381,048
NR          NR              4,415       New Hampshire Higher Educational
                                          and Health, Franklin Pierce Law
                                          Center, 7.5%, 7/1/22                       4,690,452
                                                                                --------------
                                                                                $    8,071,500
                                                                                --------------
                                        TAX ALLOCATION - 0.2%
Baa         BBB          $  3,870       Inglewood, California Public
                                          Financing Authority, In-Town,
                                          Manchester-Prairie and North
                                          Inglewood Industrial Park
                                          Redevelopment Projects-
                                          Redevelopment Loans 7%, 5/1/22        $    3,959,745
                                                                                --------------
                                      
                                        SPECIAL ASSESSMENT - 0.8%
A           BBB          $  8,000       Hoffman Estates, Illinois,
                                          Economic Development Project
                                          Area, 0%, 5/15/05                     $     4,630,720
A           BBB            11,000       Hoffman Estates, Illinois,
                                          Economic Development Project
                                          Area, 0%, 5/15/06                           5,929,330
A           BBB            17,460       Hoffman Estates, Illinois,
                                         Economic Development Project
                                          Area, 0%, 5/15/07                           8,740,651
                                                                                ---------------
                                                                                $    19,300,701
                                                                                ---------------
                                        MISCELLANEOUS - 3.5%
NR          NR           $  6,805       American Samoa Economic
                                          Development, Executive Office
                                          Building, 10.125%, 9/1/08             $     7,677,129
NR          NR             11,500       Harris County, Texas, Space Center
                                          Houston Project, 9.25%, 8/15/15<F5>         3,450,000
NR          A-             16,500       Los Angeles Regional Airports
                                          Improvement Corporation,
                                          LAXFuel, (AMT), 6.5%, 1/1/32               16,204,650
NR          NR              4,710       Mille Lacs Capital Improvements,
                                          Mille Lacs Band of Chippewa
                                          Indians, 9.25%, 11/1/12                     5,198,898
NR          NR             22,500       New Jersey, Sports & Exhibition
                                          Authority, Monmouth Park
                                          Project, 8%, 1/1/25                        24,552,675
NR          NR             10,200       Orange County Community Activity
                                          Center Revenue Bonds, 8%, 3/1/24           10,374,420
NR          NR             19,500       Retama, Texas, Special Facilities
                                          Revenue, Retama Race Track,
                                          8.75%, 12/15/18<F5>                        11,700,000
                                                                                ---------------
                                                                                $    79,157,772
                                                                                ---------------
<PAGE>
                                        TOTAL TAX-EXEMPT INVESTMENTS
                                          (identified cost, $2,147,410,455)     $ 2,282,787,373
                                                                                ---------------
                                        TAXABLE INVESTMENT -- 0.0%
NR          NR           $    935       Ridgeland, Mississippi, Urban Renewal,
                                          The Orchard Limited Project, 
                                          9%,12/1/00 (identified cost, 
                                          $935,000)                             $       932,663
                                                                                ---------------
                                        TOTAL INVESTMENTS
                                          (identified cost, $2,148,345,455)     $ 2,283,720,036
                                                                                ===============
<FN>                  
<F1> The above designated securities have been issued as inverse floater bonds.
<F2> When-issued security.                       
<F3> Security has been segregated to cover when-issued securities.
<F4> Non-income producing security.              
<F5> The Portfolio is accruing only partial interest on this security.
</TABLE>             
                     
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:
California -- 12.1%                             
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, 16.0% of the securities in the portfolio
of investments are backed by bond insurance of various financial guaranty
assurance agencies.  The aggregate percentage by financial institution ranges
from 1.4% to 9.1% of total investments.         
                                                
Note: The classification of securities by industry sector set forth above is
unaudited.                                           
                      See notes to financial statements
                     
                     
<PAGE>                
                              FINANCIAL STATEMENTS
                      STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------
                               September 30, 1995
- -------------------------------------------------------------------------------
ASSETS:               
                      
  Investments, at value (Note 1A) (identified cost,
    $2,148,345,455)                                            $2,283,720,036
  Cash                                                              3,616,689
  Receivable for investments sold                                  32,684,771
  Interest receivable                                              43,138,659
  Deferred organization expenses (Note 1D)                             46,641
                                                               --------------
      Total assets                                             $2,363,206,796
LIABILITIES:          
  Payable for investments purchased               $ 5,033,541
  Payable for when-issued securities (Note 1G)     97,457,676
  Payable to affiliate --
    Trustees' fees                                      7,368
  Accrued expenses                                     61,848
                                                  -----------
      Total liabilities                                          102,560,433
                                                              --------------
NET ASSETS applicable to investors' interest in Portfolio     $2,260,646,363
                                                              ==============
SOURCES OF NET ASSETS:
  Net proceeds from capital contributions and
    withdrawals                                               $2,125,271,782
  Unrealized appreciation of investments
    (computed on the basis of identified cost)                   135,374,581
                                                              --------------
      Total                                                   $2,260,646,363
                                                              ==============

                     See notes to financial statements
<PAGE>

                           STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
                    For the Year Ended September 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                          <C>               <C>
INVESTMENT INCOME:
  Interest income (Note 1B)                                                                                     $166,061,913
  Expenses --
    Investment adviser fee (Note 2)                                                          $  9,944,026
    Compensation of Trustees not members of the Investment Adviser's organization                  29,082
    Custodian fee (Note 2)                                                                        374,289
    Legal and accounting services                                                                 117,108
    Amortization of organization expenses (Note 1D)                                                19,459
    Miscellaneous                                                                                 609,017
                                                                                              -----------
        Total expenses                                                                       $ 11,092,981
    Deduct reduction of custodian fee (Note 2)                                                    317,043
                                                                                              -----------
          Net expenses                                                                                          $ 10,775,938
                                                                                                                 -----------
          Net investment income                                                                                 $155,285,975
                                                                                                                 -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized loss --
    Investment transactions (identified cost basis)                                          $(60,263,375)
    Financial futures contracts                                                               (26,703,060)
                                                                                              -----------
      Net realized loss on investments                                                                          $(86,966,435)
  Change in unrealized appreciation of
    investments (identified cost basis)                                                                          177,320,778
                                                                                                                 -----------
        Net realized and unrealized gain on investments                                                         $ 90,354,343
                                                                                                                 -----------
          Net increase in net assets from operations                                                            $245,640,318
                                                                                                                ============
</TABLE>
                     See notes to financial statements
<PAGE>

                     STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
                                                  YEAR ENDED SEPTEMBER 30,
                                              --------------------------------
                                                   1995             1994
                                              --------------   --------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations --
    Net investment income                     $  155,285,975   $  144,467,768
    Net realized loss on investment
      transactions                               (86,966,435)      (8,642,077)
    Change in unrealized appreciation
      (depreciation) of investments              177,320,778     (224,012,810)
                                              --------------   --------------
      Net increase (decrease) in net assets
        from operations                       $  245,640,318   $  (88,187,119)
                                              --------------   --------------
  Capital transactions --
    Contributions                             $  443,671,368   $  760,864,297
    Withdrawals                                 (639,601,609)    (545,063,348)
                                              --------------   --------------
      Increase (decrease) in net assets
        resulting from capital transactions   $ (195,930,241)  $  215,800,949
                                              --------------   --------------
        Net increase in net assets            $   49,710,077   $  127,613,830
NET ASSETS:
  At beginning of year                         2,210,936,286    2,083,322,456
                                              --------------   --------------
  At end of year                              $2,260,646,363   $2,210,936,286
                                              ==============   ==============


- ------------------------------------------------------------------------------
                              SUPPLEMENTARY DATA
- ------------------------------------------------------------------------------

                                                YEAR ENDED SEPTEMBER 30,
                                         --------------------------------------
                                           1995          1994           1993<F2>
                                         --------      ---------      ---------
RATIOS (As a percentage of average
  net assets):
  Expenses                                0.50%          0.50%         0.47%<F1>
  Net investment income                   7.00%          6.55%         6.58%<F1>
PORTFOLIO TURNOVER                          54%            40%           13%
NET ASSETS, at end of 
  period (000 omitted)               $2,260,646     $2,210,936     $2,083,322

<F1> Computed on an annualized basis.
<F2> For the period from the start of business, February 1, 1993 to
     September 30, 1993.

                      See notes to financial statements
<PAGE>
                     -----------------------------
                     NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
National Municipals 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 VALUATIONS -- 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
investors' 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. LEGAL FEES -- Legal fees and other related expenses incurred as part of
negotiations of the terms and requirements of capital infusions, or that are
expected to result in the restructuring of or a plan of reorganization for an
investment are recorded as realized losses. Ongoing expenditures to protect or
enhance an investment are treated as operating expenses.

G. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The Portfolio may engage
in when-issued and delayed delivery transactions. The Portfolio records when-
issued securities on trade date and maintains security positions such that
sufficient liquid assets will be available to make payment for the securities
purchased. Securities purchased on a when-issued or delayed delivery basis are
marked to market daily and begin accruing interest on settlement date.

H. OTHER -- Investment transactions are accounted for on a trade date basis.

- ------------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for
management and investment advisory services rendered to the Portfolio. The fee
is based upon a percentage of average daily net assets plus a percentage of
gross income, (i.e., income other than gains from the sale of securities). For
the year ended September 30, 1995, the fee was equivalent to 0.45% of the
Portfolio's average net assets for such period and amounted to $9,944,026.
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 year ended September 30, 1995, credits
used to reduce the custodian fee amounted to $317,043. Certain of the officers
and Trustees of the Portfolio are officers and directors/trustees of the above
organizations.

  Trustees of the Portfolio that are not affiliated with the Investment
Adviser may elect to defer receipt of all or a percentage of their annual fees
in accordance with the terms of the Trustees Deferred Compensation Plan. For
the year ended September 30, 1995, no significant amounts have been deferred.

- ------------------------------------------------------------------------------
(3) INVESTMENTS
Purchases and sales of investments, other than U.S. Government securities and
short term obligations, aggregated $1,192,305,188 and $1,201,905,002,
respectively.

- ------------------------------------------------------------------------------
(4) 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                                                 $2,148,345,455
                                                               ==============
Gross unrealized appreciation                                  $  165,148,448
Gross unrealized depreciation                                      29,773,867
                                                               --------------
    Net unrealized appreciation                                $  135,374,581
                                                               ==============

- ------------------------------------------------------------------------------
(5) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
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 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. For the year ended September 30, 1995, the Portfolio
did not have any significant borrowings.

- ------------------------------------------------------------------------------
(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 did not have any open obligations under these financial
instruments at September 30, 1995.
<PAGE>


                         INDEPENDENT AUDITORS' REPORT
- ------------------------------------------------------------------------------
TO THE TRUSTEES AND INVESTORS OF
NATIONAL MUNICIPALS PORTFOLIO:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of National Municipals Portfolio as of
September 30, 1995, the related statement of operations for the year then
ended, the statements of changes in net assets for the years ended September
30, 1995 and 1994 and the supplementary data for the years ended September 30,
1995 and 1994, and for the period from the start of business, February 1,
1993, to September 30, 1993. These financial statements and supplementary data
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements and supplementary data based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
supplementary data are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned at September 30, 1995 by correspondence with the custodian and brokers;
where replies were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data present
fairly, in all material respects, the financial position of National
Municipals Portfolio at September 30, 1995, the results of its operations, the
changes in its net assets, and its supplementary data for the respective
stated periods in conformity with generally accepted accounting principles.

                                              DELOITTE & TOUCHE LLP
BOSTON, MASSACHUSETTS
OCTOBER 27, 1995
<PAGE>

                             INVESTMENT MANAGEMENT

EV CLASSIC          OFFICERS                   INDEPENDENT TRUSTEES            
NATIONAL            THOMAS J. FETTER           DONALD R. DWIGHT                
MUNICIPALS          President                  President, Dwight Partners, Inc.
FUND                JAMES B. HAWKES            Chairman, Newspapers of         
24 Federal Street   Vice President, Trustee    New England, Inc.               
Boston, MA 02110    ROBERT B. MACINTOSH        SAMUEL L. HAYES, III            
                    Vice President             Jacob H. Schiff Professor       
                    JAMES L. O'CONNOR          of Investment Banking,          
                    Treasurer                  Harvard University Graduate     
                    THOMAS OTIS                School of Business     
                    Secretary                  Administration      
                                               NORTON H. REAMER                
                                               President and Director,         
                                               United Asset Management         
                                               Corporation                     
                                               JOHN L. THORNDIKE               
                                               Director, Fiduciary Company     
                                               Incorporated                    
                                               JACK L. TREYNOR                 
                                               Investment Adviser and          
                                               Consultant                      
                                               

                    ------------------------------------------------------------
NATIONAL            OFFICERS                   INDEPENDENT TRUSTEES 
MUNICIPALS          THOMAS J. FETTER           DONALD R. DWIGHT           
PORTFOLIO           President                  President, Dwight Partners, Inc.
24 Federal Street   JAMES B. HAWKES            Chairman, Newspapers of         
Boston, MA 02110    Vice President, Trustee    New England, Inc.               
                    ROBERT B. MACINTOSH        SAMUEL L. HAYES, III            
                    Vice President             Jacob H. Schiff Professor       
                    THOMAS M. METZOLD          of Investment Banking,          
                    Vice President and         Harvard University Graduate     
                    Portfolio Manager          School of Business              
                    JAMES L. O'CONNOR          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      
<PAGE>


                               INVESTMENT ADVISER
                                  OF NATIONAL
                              MUNICIPALS PORTFOLIO
                         Boston Management and Research
                               24 Federal Street
                                Boston, MA 02110

                                ADMINISTRATOR OF
                              EV CLASSIC NATIONAL
                                MUNICIPALS FUND
                             Eaton Vance Management
                               24 Federal Street
                                Boston, MA 02110

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

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

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

                              INDEPENDENT AUDITORS
                             Deloitte & Touche LLP
                               125 Summer Street
                                Boston, MA 02110


EV CLASSIC NATIONAL MUNICIPALS FUND
24 FEDERAL STREET
BOSTON, MA 02110


This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its distribution plan,
sales charges and expenses. Please read the prospectus carefully before you
invest or send money.

                                   EV CLASSIC
                                    NATIONAL
                                MUNICIPALS FUND



                           ANNUAL SHAREHOLDER REPORT
                               SEPTEMBER 30, 1995


                                                                         C-NASRC



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