EATON VANCE MUNICIPALS TRUST
N-30D, 1995-05-16
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<PAGE>   1
EATON VANCE MUNICIPALS TRUST

FOR THE FUND:

        * Massachusetts Municipal Bond Portfolio




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




                                    [LOGO]




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

                        SEMI-ANNUAL SHAREHOLDER REPORT

                                MARCH 31, 1995

<PAGE>   2
TO SHAREHOLDERS 

In the six months that ended March 31, 1995, Massachusetts Municipal Bond       
Portfolio paid to its shareholders monthly income dividends of $0.271 per
share.

Based on the most recent dividend paid and the Fund's net asset value of  $9.44
per share on March 31, 1995, the Fund's annualized distribution rate  was 5.83
percent. To equal that rate in a taxable investment, a couple in the    
combined 43.68 percent tax bracket would have to receive 10.35 percent. 

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

But the market slide was not the only concern in 1994. Many shareholders of 
Eaton Vance tax free mutual funds may have wondered whether the problems that 
surfaced in Orange County, California, had in any way affected their    
investment in our non-California tax free funds. 

The answer is no, because the market realized that this was a local
situation. Eaton Vance non-California portfolios were not affected. 

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

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

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

Sincerely,

/s/ Thomas J.Fetter

Thomas J.Fetter
President
May 19, 1995  

+ A portion of the Portfolio's income could be subject to Federal alternative 
minimum tax. 


[Area graph with heading, "IN 1994, LONG-TERM INTERST RATES HIT THEIR HIGHEST 
LEVEL IN 3 YEARS," depicting month-end 30-year Treasuries rate].

<TABLE>
<CAPTION>
                         30 Year              Month
                         Treasuries Rate      Ended
                         ---------------      -----
                              <S>             <C>
                              7.60%           3/92
                              6.65%           3/93
                              6.89%           3/94
                              8.04%           3/95
</TABLE>



                                      2
<PAGE>   3
MANAGEMENT REPORT 

Massachusetts has a diverse economy, and it is this diversity that helped the 
Commonwealth weather the recession and recover at its current pace.     
Employment rose steadily throughout 1994, and the state's 4.6 percent jobless 
rate in March 1995 remained well below the national rate.

Manufacturing continued to register losses, but the services, trade and         
construction sectors demonstrated continued strength.

However, the greatest single factor contributing to employment growth in 
Massachusetts has been the strength of the financial services sector. The       
Commonwealth has been a beneficiary of the nationwide boom in financial 
services, particularly the mutual fund industry.

Debt levels in Massachusetts remain high, but the commonwealth's financial 
outlook has benefited from political leadership that has demonstrated   
increased fiscal responsibility in recent years, sharply reducing  expenditures
and rebuilding the Commonwealth's financial reserves. 

<TABLE>
- --------------------------------------------------------
[MAP]   PORTFOLIO OVERVIEW
        Based on market value as of March 31, 1995
<S>                                               <C>
Number of issues...............................    101
Average quality................................      A+
Investment grade...............................   97.2%
Effective maturity (years).....................   15.07
Largest sectors:                               
    Housing....................................   12.4
    Water and sewer............................   10.6
    Transportation.............................   10.4
    Hospitals..................................    8.9
    Insured hospitals..........................    8.8*
<FN>
* Private insurance does not remove the market risks 
  associated with this investment. 
- --------------------------------------------------------
</TABLE>
YOUR INVESTMENT AT WORK

MWRA
DEER ISLAND PROJECT
WATER AND SEWER BONDS

The Massachusetts Water Resources Authority provides water and wastewater 
treatment services to 61 communities in eastern Massachusetts, primarily        
around Boston. 

The Authority is using the proceeds of these bonds for a variety of projects    
to construct and rehabilitate wastewater collection and treatment facilities 
that discharge into Boston Harbor.

The largest of these projects is the construction of new facilities for 
primary and secondary wastewater treatment on Deer Island in Boston Harbor,     
including a new nine-mile-long effluent tunnel.

When completed, it will be one of the largest public works projects ever 
undertaken in New England and will be the second-largest sewage treatment       
plant in the United States. 

The Portfolio holds approximately $30 million of these bonds. 
- --------------------------------------------------------------------------------
FROM THE PORTFOLIO MANAGER

"During the period from January through November, 1994, we put a great deal     
of effort into selling relatively low-yield bonds and replacing them with 
bonds having higher yields. 

"We were able to do so without downgrading the quality of the Portfolio 
because during the year's major market sell-off, some bonds of good quality     
became available at attractive prices. In the process, we generated capital 
losses which will be used to offset future capital gains.

"Our largest commitment is to the Massachusetts Water Resources Authority, 
which is proceeding with major wastewater treatment facilities as part  of the
Commonwealth's effort to clean up  Boston Harbor.

"We continue to deemphasize health care in the Portfolio, based on the feeling
that revenue pressures and competition do not bode well for that industry."

- - Robert B. MacIntosh, Portfolio Manager 
- --------------------------------------------------------------------------------
                                      3
<PAGE>   4
                    Massachusetts Municipal Bond Portfolio
                             Financial Statements
<TABLE>
                     STATEMENT OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------------------------------------
                          March 31, 1995 (unaudited)
- ----------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
ASSETS:
    Investment in Massachusetts Tax Free Portfolio, at value (Note 1A)         
      (Identified cost $6,929,001)                                                        $6,808,778
    Receivable from the Administrator (Note 4)                                                15,360
    Deferred organization expenses (Note 1D)                                                   4,729
                                                                                          ----------
            Total assets                                                                  $6,828,867
                                                                                          ==========        
LIABILITIES:                                                                              
    Dividends payable                                                          $17,393    
    Payable to affiliates--                                                               
      Trustees' fees                                                                40    
      Custodian fee                                                                 84    
    Accrued expenses                                                             2,836    
                                                                               -------    
            Total liabilities                                                                 20,353
                                                                                          ----------
NET ASSETS for 721,400 shares of beneficial interest outstanding                          $6,808,514
                                                                                          ==========        
SOURCES OF NET ASSETS:                                                                    
    Paid-in capital                                                                       $7,633,876
    Accumulated net realized loss on investment and financial futures                     
      transactions (computed on the basis of identified cost)                               (699,379)
    Accumulated distributions in excess of net investment income                              (5,760)
    Unrealized depreciation of investments and financial futures                          
      contracts from Portfolio (computed on the basis of identified cost)                   (120,223)
                                                                                          ----------
            Total                                                                         $6,808,514
                                                                                          ==========        
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE                            
    ($6,808,514 / 721,400 shares of beneficial interest outstanding)                      $     9.44
                                                                                          ==========
                                                                                          
</TABLE>

                       See notes to financial statements
                                       4
<PAGE>   5
                       Financial Statements (continued)
<TABLE>
                            STATEMENT OF OPERATIONS
- -----------------------------------------------------------------------------------------
              For the Six Months ended March 31, 1995 (unaudited)
- -----------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
INVESTMENT INCOME (NOTE 1B):
    Investment income allocated from Portfolio                                  $ 259,455
    Expenses allocated from Portfolio                                             (21,584)
                                                                                ---------
      Net investment income from Portfolio                                      $ 237,871
                                                                                =========                     
EXPENSES:
    Compensation of Trustees not members of the
       Administrator's organization                              $   438        
    Custodian Fee (Note 4)                                         1,451
    Legal and accounting fees                                      6,072
    Transfer and dividend disbursing agent fees                    2,364
    Amortization of organizational expenses (Note 1D)              1,995
    Printing and postage                                           1,700
    Registration costs                                             1,085
    Miscellaneous                                                    341
                                                               ---------                   
      Total expenses                                           $  15,446
    Deduct-preliminary allocation of expenses to the 
            Administrator (Note 4)                                15,360
                                                               ---------                   
          Net expenses                                                                 86
                                                                                ---------
            Net investment income                                               $ 237,785
                                                                                ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
    Net realized gain (loss) from Portfolio--
      Investment transactions (identified cost basis)          $(397,173)
      Financial futures contracts                                     64
                                                                                ---------
          Net realized loss on investments                                      $(397,109)

    Change in unrealized depreciation of investments                              480,352
                                                                                ---------
          Net realized and unrealized gain on investments                       $  83,243
                                                                                ---------
            Net increase in net assets from operations                          $ 321,028
                                                                                =========                     
</TABLE>
    
                       See notes to financial statements
                                       5
<PAGE>   6

                                        Financial Statements (continued)
<TABLE>

                                       STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                SIX MONTHS ENDED             YEAR ENDED  
                                                                            MARCH 31, 1995 (UNAUDITED)  SEPTEMBER  30, 1994 
                                                                            --------------------------  -------------------
<S>                                                                               <C>                       <C>
INCREASE (DECREASE) IN NET ASSETS:
    From operations -
      Net investment income                                                       $   237,785               $   501,835
      Net realized loss on investments                                               (397,109)                 (300,911)
      Change in unrealized depreciation of investments                                480,352                  (656,269)
                                                                                  -----------               -----------
          Net increase (decrease) in net assets from operations                   $   321,028               $  (455,345)
                                                                                  -----------               -----------

    Distributions to shareholders (Note 2) -
      From net investment income                                                  $  (235,229)              $  (501,835)
      In excess of net realized gain on investments                                         -                    (7,899)
      In excess of net investment income                                                    -                    (3,565)
                                                                                  -----------               -----------
          Total distributions to shareholders                                     $  (235,229)              $  (513,299)
                                                                                  -----------               -----------

    Transactions in shares of beneficial interest (Note 3) -
      Proceeds from sales of shares                                               $   723,581               $ 7,345,742
      Net asset value of shares issued to shareholders in payment                                               
          distributions declared                                                       49,191                   113,009
      Cost of shares redeemed                                                      (3,388,509)               (2,214,217)
                                                                                  -----------               -----------
          Increase (decrease) in net assets from Fund shares transactions         $(2,615,737)              $ 5,244,534
                                                                                  -----------               -----------
            Net increase (decrease) in net assets                                 $(2,529,938)              $ 4,275,890

NET ASSETS:
    At beginning of period                                                          9,338,452                 5,062,562
                                                                                  -----------               -----------
    At end of period (including accumulated distributions in excess 
      of net investment income of $5,760 and $8,316)                              $ 6,808,514               $ 9,338,452
                                                                                  ===========               ===========

</TABLE>
                       See notes to financial statements
                                       6
<PAGE>   7

                                          Financial Statements (continued)
<TABLE>
                                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                        YEAR ENDED SEPTEMBER 30 
                                                             ------------------------------------------
                                                              1995**              1994            1993*
                                                             -------            -------         -------
<S>                                                          <C>                <C>             <C>
NET ASSET VALUE, beginning of year                           $ 9.220            $10.260         $10.000
                                                             -------            -------         -------
            
INCOME (LOSS) FROM OPERATIONS:
    Net investment income                                    $ 0.275            $ 0.548         $ 0.141
    Net realized and unrealized gain (loss) on investments     0.219             (1.026)          0.284
                                                             -------            -------         -------
      Total income (loss) from operations                    $ 0.494            $(0.478)        $ 0.425
                                                             -------            -------         -------
            

LESS DISTRIBUTIONS:
    From net investment income                               $(0.274)           $(0.548)        $(0.141)
    In excess of net realized gain on investments                  -             (0.010)              -
    In excess of net investment income                             -             (0.004)         (0.024)
                                                             -------            -------         -------
      Total distributions                                    $(0.274)           $(0.562)        $(0.165)
                                                             -------            -------         -------
NET ASSET VALUE, at end of year                              $ 9.440            $ 9.220         $10.260
                                                             =======            =======         =======        
            
TOTAL RETURN (2)                                                5.49%             (4.79%)          4.04%

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period (000 omitted)                  $ 6,809            $ 9,338         $ 5,063
    Ratio of net expenses to average net assets (1)             0.56%+             0.60%           1.21%+
    Ratio of net investment income to average net assets        6.18%+             5.65%           4.80%+
<FN>

For the six months ended March 31, 1995 and the year ended September 30, 1994, the operating expenses of 
the Fund reflect a  reduction of expenses by 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:                             $ 0.257            $ 0.498
                                                             =======            =======        
      

RATIOS (As a percentage of average net assets):
    Expenses (1)                                                0.96%+             1.12%
    Net investment income                                       5.78%+             5.13%

+    Computed on an annualized basis.
(1)  Includes the Fund's share of Massachusetts Tax Free Portfolio's allocated expenses.
(2)  Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the 
     net asset value on the last day of each period reported. Dividends and distributions, if any, are assumed 
     to be reinvested at the net asset value on the payable date.
*    For the period from the start of business, June 17, 1993, to September 30, 1993.
**   For the six months ended March 31, 1995 (unaudited). 
</TABLE>

                       See notes to financial statements
                                       7
<PAGE>   8
                         Notes to Financial Statements
                                  (Unaudited)

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

(1) SIGNIFICANT ACCOUNTING POLICIES
Massachusetts Municipal Bond Portfolio (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 Massachusetts Tax Free Portfolio (the  Portfolio), a New York Trust, having
the same investment objective as the Fund. The value of the Fund's investment
in the Portfolio reflects the Fund's proportionate interest in the net assets
of the Portfolio (2.2% at March 31, 1995). The performance of the Fund is
directly affected by the performance of the Portfolio. The financial statements
of the Portfolio, including the  Portfolio of investments, are included
elsewhere in this report and should be read in conjunction with the Fund's
financial statements. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.

A. INVESTMENT VALUATIONS - Valuation 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, 
1994, net capital losses of $256,345 attributable to security transactions 
incurred after October 31, 1993, are treated as arising on the first day of 
the Fund's current taxable year. Dividends paid by the Fund from net  interest
 on tax-exempt municipal bonds allocated from the Portfolio are not 
includable by shareholders as gross income for federal income tax purposes 
because the Fund and Portfolio intend to meet certain requirements of the 
Internal Revenue Code applicable to regulated investment companies which will 
enable the Fund to pay exempt-interest dividends. The portion of such 
interest, if any, earned on private activity bonds issued after August 7, 
1986 may be considered a tax preference item to shareholders.

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

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

F. INTERIM FINANCIAL INFORMATION - The interim financial statements relating  to
March 31, 1995, and the six-month period then ended have not been audited  by
independent certified public accountants, but in the opinion of the Fund's
management reflect all adjustments, consisting only of normal recurring
adjustments necessary for the fair presentation of the financial statements.


                                       8
<PAGE>   9

- --------------------------------------------------------------------------------
(2) DISTRIBUTIONS TO SHAREHOLDERS
The net income of the Fund is determined daily and substantially all of the  net
income so determined is declared as a dividend to shareholders of record  at the
time of declaration. Distributions are paid monthly. Distributions of   
allocated realized capital gains, if any, are made at least annually. 
Shareholders may reinvest capital gain distribution in additional shares of  the
Fund at the net asset value as of the ex-dividend date. Distributions are  paid
in the form of additional shares or, at the election of the shareholder,  in
cash.

The Fund distinguishes between distributions on a tax basis and a financial
reporting basis. Generally accepted accounting principles require that only
distributions in excess of tax basis earnings and profits be reported in the
financial statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in temporary over distributions for financial statement
purposes are classified as distributions in excess of net investment income or
accumulated net realized gains. Permanent differences between book and tax
accounting relating to distributions are reclassified to paid-in capital. The
tax treatment of  distributions for the calendar year will be reported to
shareholders prior to   February 1, 1996 and will be based on tax accounting
methods which may differ  from amounts determined for financial statement
purposes.


<TABLE>
- -------------------------------------------------------------------------------------------------------
(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:
<CAPTION>
                                                              SIX MONTHS ENDED            YEAR ENDED 
                                                         MARCH 31, 1995 (UNAUDITED)  SEPTEMBER 30, 1994
                                                         --------------------------  -------------------
    <S>                                                           <C>                   <C>
    Sales                                                           82,817               733,241
    Issued to shareholders electing to receive payments of      
      distributions in Fund shares                                   5,429                11,633
    Redemptions                                                   (379,298)             (225,793)
                                                                                    
                                                                  --------               -------
      Net increase (decrease)                                     (291,052)              519,081

                                                                  ========               =======

- ---------------------------------------------------------------------------------------------------------
</TABLE>

(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 the Financial Statements which are
included elsewhere in this report. To enhance the net income of the Fund,
$15,360 of expenses related to the operation of the Fund were allocated, on a
preliminary basis, to EVM. 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 to 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 Portfolio     
maintains with IBT. Certain of the officers and Trustees of the Fund and 
Portfolio are officers and directors/trustees of the above organizations. 
- ------------------------------------------------------------------------------
(5) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio for the six   
months ended March 31, 1995, aggregated $769,720 and $3,592,988, respectively. 

                                       9
<PAGE>   10
                       Massachusetts Tax Free Portfolio
<TABLE>
             Portfolio of Investments - March 31, 1995 (Unaudited)
- ----------------------------------------------------------------------------------
                         TAX-EXEMPT INVESTMENTS- 100%
- ----------------------------------------------------------------------------------
<CAPTION>
                       PRINCIPAL
                          AMOUNT
            STANDARD       (000
MOODY'S     & POOR'S    OMITTED) SECURITY                                VALUE
- ----------------------------------------------------------------------------------
<S>           <C>       <C>      <C>                                   <C>
                                 EDUCATION - 6.0%                                     
Aa1           AA+       $1,625   Massachusetts Health 
                                 and Educational Facilities 
                                 Authority, Amherst 
                                 College, 6.80%, 11/1/21               $ 1,708,769                                  
A1            A+           250   Massachusetts Health 
                                 and Educational Facilities
                                 Authority, Tufts University, 
                                 7.75%, 8/1/13                             270,910
NR            BBB-       3,800   Massachusetts Health and 
                                 Educational Facilities Author-
                                 ity, Merrimack College, 
                                 7.125%, 7/1/12                          3,930,454
NR            AAA        2,900   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Wentworth Institute, 
                                 (Connie Lee), 5.50%, 
                                 10/1/23                                 2,594,630
NR            BBB-       2,250   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Smith College, 
                                 5.75%, 7/1/24                           2,139,998
Aa1           AA         3,000   Massachusetts Industrial 
                                 Finance Agency, Phillips 
                                 Academy,    
                                 5.375%, 9/1/23                          2,715,420
NR            NR         2,000   The New England Educa-
                                 tion Loan Marketing 
                                 Corporation, 6.90%, 
                                 11/1/09                                 2,134,880
NR            BBB-       1,300   Puerto Rico Industrial, 
                                 Tourist, Educational, Medical 
                                 and Environmental Control 
                                 Authority, Polytechnic 
                                 University, 5.50%, 
                                 8/1/24                                  1,094,938           
NR            BBB-       1,000   Puerto Rico Industrial, Tourist, 
                                 Educational, Medical 
                                 and Environmental Control
                                 Authority, Polytechnic 
                                 University, 6.50%, 8/1/24                 973,090
A             A            250   University of Massachusetts 
                                 Building Authority
                                 Refunding Revenue 
                                 Bonds, Series 1991-A,
                                 7.20%, 5/1/04                             279,854
                                                                       -----------
                                                                       $17,842,943
                                                                       -----------
                                 ESCROWED - 0.1%                                      
Baa           BBB       $  225   Massachusetts Health 
                                 and Educational Facilities 
                                 Authority Holyoke 
                                 Hospital, 9.50% 
                                 7/1/15                                $   232,283
                                                                       -----------
                                 GENERAL OBLIGATIONS - 4.9%                           
Baa1          NR        $1,000   City of Lowell, 
                                 6.375%, 8/15/01                       $ 1,044,130 
A1            A+         3,900   Commonwealth of 
                                 Massachusetts, 5.00%, 
                                 1/1/12                                  3,479,970 
A1            A+         1,775   Commonwealth of 
                                 Massachusetts, 5.00%,
                                 1/1/14                                  1,553,196 
A             NR         3,375   Town of Nantucket, 
                                 6.80%, 12/1/11                          3,601,665 
Baa1          A          3,000   Commonwealth of 
                                 Puerto Rico, 6.50%,
                                 7/1/23                                  3,066,780 
Baa1          A            100   Puerto Rico Public 
                                 Buildings Authority, 
                                 5.50%, 7/1/21                              90,140 
Baa1          A          1,900   Puerto Rico Aqueduct 
                                 and Sewer Authority, 
                                 7.00%, 7/1/19                           1,967,659
                                                                       -----------
                                                                       $14,803,540
                                                                       -----------
                                 HEALTH CARE - 1.7%
NR            AA        $1,495   Massachusetts Health and
                                 Educational Facilities 
                                 Authority, Deutsches 
                                 Altenheim, Incorporated, 
                                 7.70%, 11/1/31 (2)                    $ 1,598,514                                       
NR            NR         9,000   Massachusetts Industrial 
                                 Finance Agency, Massachusetts
                                 Biomedical Research 
                                 Corporation, 0%, 
                                 8/1/19                                  3,566,970
                                                                       -----------
                                                                       $ 5,165,484
                                                                       -----------
                                 HOSPITALS - 8.9%                                     
A1            A         $3,000   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Beth Israel 
                                 Hospital, 7.00%, 
                                 7/1/14                                $ 3,139,440

</TABLE>
                                      10

<PAGE>   11
<TABLE>
                 MASSACHUSETTS TAX FREE PORTFOLIO (CONTINUED)
- ----------------------------------------------------------------------------------
                      TAX-EXEMPT INVESTMENTS (CONTINUED)
- ----------------------------------------------------------------------------------
<CAPTION>
                       PRINCIPAL
                          AMOUNT
            STANDARD       (000
MOODY'S     & POOR'S    OMITTED) SECURITY                                VALUE
- ----------------------------------------------------------------------------------
<S>           <C>       <C>      <C>                                   <C>
                                 HOSPITALS (CONTINUED)
A             A-         3,000   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Charlton Memorial 
                                 Hospital, 7.25%, 
                                 7/1/13                                  3,154,920           
A1            A            530   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Spaulding 
                                 Rehabilitation 
                                 Hospital, 7.625%, 
                                 7/1/21                                    563,973             
Baa1          BBB+       2,000   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, New England 
                                 Baptist Hospital, 7.35%, 
                                 7/1/17                                  2,030,440
Aa            NR         3,100   Massachusetts Health 
                                 and Educational Facilities 
                                 Authority, Daughters of 
                                 Charity Health System, 
                                 6.10%, 7/1/14                           3,048,013
A1            A+         1,000   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority,Dana-Farber Cancer 
                                 Institute, 6.65%, 
                                 12/1/15                                 1,019,890
A             A          4,250   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, The Medical 
                                 Center of Central 
                                 Massachusetts, 7.10%, 
                                 7/1/21                                  4,443,035
Baa           BBB        1,825   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Sisters of 
                                 Providence Health System, 
                                 6.50%, 11/15/08  1,798,957
NR            A-         1,470   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Jordan Hospital, 
                                 Series C, 6.875%, 
                                 10/1/221,475,542
NR            AAA        2,625   Massachusetts Health and
                                 Educational Facilities Authority,
                                 Winchester Hospital, 
                                 (Connie Lee), 5.75%, 
                                 7/1/14                                  2,484,589
 NR           AAA        3,650   Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Winchester 
                                 Hospital, (Connie Lee), 
                                 5.75%, 7/1/24                           3,369,242                                       
                                                                       -----------
                                                                       $26,528,041
                                                                       -----------
                                 HOUSING - 12.4%                                      
NR            AAA       $2,750   Framingham Housing 
                                 Authority, (GNMA), 6.65%,
                                 2/20/32                               $ 2,767,215 
A1            A+         6,000   Massachusetts Housing 
                                 Finance Agency, 6.375%, 
                                 4/1/21                                  5,958,480 
Aa            A+           400   Massachusetts Housing 
                                 Finance Agency, 7.35%, 
                                 12/1/16                                   426,668 
Aa            A+           160   Massachusetts Housing 
                                 Finance Agency, 6.30%, 
                                 6/1/25                                    155,774 
Aaa           AAA        2,750   Massachusetts Housing 
                                 Finance Agency, (FNMA), 
                                 6.90%, 11/15/21                         2,858,900 
Aaa           AAA        1,000   Massachusetts Housing 
                                 Finance Agency, (FNMA), 
                                 6.875%, 11/15/11                        1,049,180 
Aa            A+         2,795   Massachusetts Housing 
                                 Finance Agency, (AMT), 
                                 7.125%, 6/1/25                          2,894,250 
Aa            A+         1,500   Massachusetts Housing 
                                 Finance Agency, (AMT), 
                                 8.10%, 12/1/21                          1,582,395 
Aa            A+         2,330   Massachusetts Housing 
                                 Finance Agency, (AMT),
                                 8.10%, 6/1/20                           2,447,995 
Aa            A+         7,250   Massachusetts Housing 
                                 Finance Agency, (AMT), 
                                 6.60%, 12/1/26                          7,249,130 
Aa            A+         6,400   Massachusetts Housing 
                                 Finance Agency, (AMT), 
                                 6.60%, 12/1/26                          6,399,232 
Aaa           AAA        3,150   Puerto Rico Housing 
                                 Finance Corporation, 
                                 "RIBS", (AMT),
                                 (GNMA), Variable, 
                                 8/4/25 (1)                              3,260,250
                                                                       -----------
                                                                       $37,049,469
                                                                       -----------
</TABLE>
                                      11
<PAGE>   12
<TABLE>
                     MASSACHUSETTS TAX FREE PORTFOLIO (CONTINUED)
                          TAX-EXEMPT INVESTMENTS (CONTINUED)
<CAPTION>
                       PRINCIPAL
                          AMOUNT
            STANDARD       (000
MOODY'S     & POOR'S    OMITTED)  SECURITY                                VALUE
- ----------------------------------------------------------------------------------
<S>           <C>       <C>      <C>                                   <C>
                                 INDUSTRIAL DEVELOPMENT/
                                 POLLUTION CONTROL - 8.2%                             
Baa1          BBB       $14,185  City of Boston Harbor Electric 
                                 Energy Company Project, 
                                 (AMT), 7.375%, 
                                 5/15/15                               $14,892,405
Baa2          BBB         8,500  Massachusetts Industrial 
                                 Finance Agency, Eastern 
                                 Edison Company,
                                 5.875%, 8/1/08                          7,994,420                                        
Aa3           AA          1,550  Puerto Rico Industrial, 
                                 Medical and Environmental 
                                 Pollution Control Authority, 
                                 The Upjohn Company, 
                                 7.50%, 12/1/23                          1,693,019
                                                                       -----------
                                                                       $24,579,844
                                                                       -----------
                                 INSURED EDUCATION - 3.1% 
Aaa           AAA          $345  Massachusetts Educational 
                                 Finance Authority, (MBIA),
                                 (AMT), 7.25%, 
                                 1/1/09                                $   362,833
Aaa           AAA         2,000  Massachusetts Educational 
                                 Finance Authority, 
                                 (AMBAC), (AMT), 
                                 7.30%, 1/1/12                           2,142,680
Aaa           AAA           250  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Northeastern 
                                 University, (AMBAC), 7.50%, 
                                 10/1/08                                   271,448
Aaa           AAA           400  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Boston University 
                                 "RIBS", (MBIA), Variable, 
                                 10/1/31 (1)                               432,576
Aaa           AAA         3,000  Massachusetts Health and 
                                 Educational Facilities Authority,
                                 Tufts University, (FGIC), 
                                 5.95%, 8/15/18                          2,966,160
Aaa           AAA         3,500  Southeastern Massachusetts 
                                 University Building 
                                 Authority, (AMBAC),
                                 5.75%, 5/1/16                           3,371,655
                                                                       -----------
                                                                       $ 9,547,352
                                                                       -----------
                                 INSURED GENERAL
                                 OBLIGATION - 1.9%                                    
Aaa           AAA        $1,795  City of Boston, 
                                 (FSA), 4.875%, 9/1/09                 $ 1,586,152 
Aaa           AAA         1,000  Commonwealth of 
                                 Puerto Rico "RIBS", 
                                 (AMBAC), Variable, 
                                 7/1/15 (1)                                959,310 
Aaa           AAA           300  Commonwealth of Puerto 
                                 Rico, (MBIA), 5.25%, 
                                 7/1/18                                    271,617 
Aaa           AAA         2,500  Commonwealth of Puerto 
                                 Rico, (MBIA), 5.00%, 
                                 7/1/21                                  2,153,800 
Aaa           AAA           600  Town of Tyngsborough, 
                                 (AMBAC), 6.90%, 
                                 5/15/08                                   656,268
                                                                       -----------
                                                                       $ 5,627,147
                                                                       -----------
                                 INSURED HOSPITALS - 8.8%                             
Aaa           AAA          $300  Massachusetts Health and 
                                 Educational Facilities Authority,
                                 Berkshire Health Systems, 
                                 (MBIA), 7.60%, 
                                 10/1/14                               $   323,595
Aaa           AAA         1,250  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Beth Israel 
                                 Hospital, Inverse Floaters, 
                                 (AMBAC), Variable, 
                                 7/1/25 (1)                              1,213,950
Aaa           AAA         1,500  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Capital Asset 
                                 Program, (MBIA), 7.20%, 
                                 7/1/09                                  1,597,695
AAA           AAA         2,050  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority Fallon Healthcare 
                                 System  (CGIC), 6.75%, 
                                 6/1/20                                  2,130,360
AAA           AAA         4,500  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Fallon Healthcare 
                                 System (CGIC), 6.875%, 
                                 6/1/11                                  4,804,155
Aaa           AAA         2,040  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Beverly Hospital, 
                                 (MBIA), 7.30%, 
                                 7/1/13                                  2,182,780

</TABLE>


                                      12
<PAGE>   13
<TABLE>
                   MASSACHUSETTS TAX FREE PORTFOLIO (CONTINUED)
                        TAX-EXEMPT INVESTMENTS (CONTINUED)

<CAPTION>
                       PRINCIPAL
                          AMOUNT
            STANDARD        (000
MOODY'S     & POOR'S    OMITTED)  SECURITY                                VALUE
- ---------------------------------------------------------------------------------
<S>           <C>       <C>      <C>                                   <C>
                                 INSURED HOSPITALS (CONTINUED)
Aaa           AAA         1,000  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Baystate Medical 
                                 Center, (FGIC), 5.00%, 
                                 7/1/20                                   845,570
Aaa           AAA         3,000  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, The Medical 
                                 Center of Central Massachusetts, 
                                 (AMBAC), "CARS", 
                                 Variable, 6/23/22 (1)                  3,298,470
Aaa           AAA         2,000  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, St. Elizabeth 
                                 Hospital Issue, "LEVRRS", 
                                 (FSA), Variable, 
                                 8/15/21 (1)                            2,175,480
Aaa           AAA         2,600  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Saint Luke's 
                                 Hospital, "Yield Curve 
                                 Notes", (MBIA), Variable,
                                 8/15/13 (1)                            2,434,848
Aaa           AAA         1,200  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, University Hospital, 
                                 (MBIA), 7.25%, 
                                 7/1/19                                 1,283,976
Aaa           AAA         4,430  Massachusetts Health and 
                                 Educational Facilities 
                                 Authority, Lahey Clinic, 
                                 (MBIA), 5.375%, 
                                 7/1/23                                 3,994,044
                                                                      -----------
                                                                      $26,284,923
                                                                      -----------
                                 INSURED HOUSING - 0.7%                               
Aaa           AAA        $2,000  Massachusetts Housing 
                                 Finance Agency, (AMBAC), 
                                 (AMT), 6.65%, 7/1/19                 $ 2,020,200
                                                                      -----------
                                 INSURED TRANSPORTATION - 3.1%                        
Aaa           AAA        $5,860  Massachusetts Port Authority, 
                                 (AMT), (FGIC), 7.50%, 
                                 7/1/20                               $ 6,324,053
Aaa           AAA         3,060  Massachusetts Bay 
                                 Transportation Authority, 
                                 (MBIA), 5.50%, 3/1/22                  2,833,774
                                                                      -----------
                                                                      $ 9,157,827
                                                                      -----------
                                 INSURED UTILITIES - 1.9%                             
Aaa           AAA        $6,000  Massachusetts Municipal 
                                 Wholesale Electric Company, 
                                 (AMBAC), 4.70%, 
                                 7/1/02                               $ 5,688,720
                                                                      -----------
                                 CERTIFICATE OF
                                 PARTICIPATION - 2.7%                                 
NR            A          $7,800  Plymouth County, 
                                 Massachusetts Correctional 
                                 Facility Project, 7.00%, 
                                 4/1/22                               $ 8,061,534
                                                                      -----------
                                 SOLID WASTE - 3.5%                                   
Baa1          BBB        $8,970  Massachusetts Industrial 
                                 Finance Agency, 
                                 Massachusetts Refusetech, 
                                 Inc. Project, 6.30%, 
                                 7/1/05                               $ 9,087,776
NR            NR          1,340  City of Pittsfield, Vicon 
                                 Recovery Associates
                                 Project, 7.95%, 
                                 11/1/14                                1,386,096
                                                                      -----------
                                                                      $10,473,872
                                                                      -----------
                                 SPECIAL TAX - 5.0%                                   
A1            A+         $9,700  Commonwealth of 
                                 Massachusetts, Special 
                                 Obligation Revenue
                                 Bonds, 6.00%, 
                                 6/1/13  $9,726,966
A1            A+          4,060  Commonwealth of 
                                 Massachusetts, Special 
                                 Obligation Revenue            
                                 Bonds, 5.80%, 
                                 6/1/14  3,967,919
NR            NR          1,350  Virgin Islands Public 
                                 Finance Authority, 7.25%,
                                 10/1/18                                1,401,462
                                                                      -----------
                                                                      $15,096,347
                                                                      -----------
                                 TRANSPORTATION - 10.4%                               
NR            BBB        $5,850  Guam Airport Authority, 
                                 (AMT), 6.70%, 

                                 10/1/23                              $ 5,813,087 
A1            A+          3,250  Massachusetts Bay 
                                 Transportation Authority, 
                                 5.50%, 3/1/21                          2,981,745 
</TABLE>

                                      13
<PAGE>   14
<TABLE>
                 MASSACHUSETTS TAX FREE PORTFOLIO (CONTINUED)
                      TAX-EXEMPT INVESTMENTS (CONTINUED)

<CAPTION>
                       PRINCIPAL
                          AMOUNT
            STANDARD        (000
MOODY'S     & POOR'S    OMITTED)  SECURITY                                VALUE
- ----------------------------------------------------------------------------------
<S>           <C>       <C>      <C>                                   <C>
                                 TRANSPORTATION (CONTINUED)
A              A+         2,500  Massachusetts Bay 
                                 Tranportation Authority, 
                                 "Inverse Floaters",
                                 Variable, 3/1/23 (1)                    2,398,500
A1             A+         3,500  Massachusetts Bay 
                                 Transportation Authority, 
                                 5.90%, 3/1/12                           3,448,305
Aa             AA-        7,300  Massachusetts Port 
                                 Authority, 6.00%, 
                                 7/1/23                                  7,191,741 
Aa             AA-          575  Massachusetts Port 
                                 Authority, (AMT), 7.75%,
                                 7/1/18                                    590,514 
A1             A+         7,585  Massachusetts Turnpike 
                                 Authority, 5.00%, 
                                 1/1/20                                  6,551,847 
Baa1           A          2,000  Puerto Rico Highway
                                 and Transportation 
                                 Authority, 6.625%, 
                                 7/1/18                                  2,057,400
                                                                       -----------
                                                                       $31,033,139
                                                                       -----------
                                 UTILITIES - 6.1%                                     
NR             BBB       $4,265  Guam Power Authority,
                                 5.25%, 10/1/23                        $ 3,460,195 
A              BBB+       3,500  Massachusetts Municipal 
                                 Wholesale Electric 
                                 Company, 6.75%, 
                                 7/1/11                                  3,655,855
A              BBB+       2,610  Massachusetts Municipal 
                                 Wholesale Electric 
                                 Company, 6.00%, 
                                 7/1/18                                  2,542,740
A              BBB+       5,560  Massachusetts Municipal 
                                 Wholesale Electric 
                                 Company, 6.625%,
                                 7/1/18                                  5,739,310
Baa1           A-         1,000  Puerto Rico Electric 
                                 Power Authority, 7.00%, 
                                 7/1/07                                  1,056,900 
Baa1           A-           150  Puerto Rico Electric 
                                 Power Authority, 5.50%, 
                                 7/1/20                                    135,441 
BR             NR         1,500  Virgin Islands Water and 
                                 Power Authority, 7.40%, 
                                 7/1/11                                  1,579,635
                                                                       -----------
                                                                       $18,170,076
                                                                       -----------
                                 WATER AND SEWER - 10.6%                              
A              A         $2,500  Massachusetts Water 
                                 Resources Authority, 
                                 5.25%, 3/1/13                         $ 2,308,925 
A              A          5,300  Massachusetts Water 
                                 Resources Authority, 
                                 5.00%, 3/1/22                           4,472,352 
A              A         18,500  Massachusetts Water 
                                 Resources Authority, 
                                 4.75%, 12/1/23                         14,861,420 
A              A          3,915  Massachusetts Water 
                                 Resources Authority, 
                                 5.25%, 12/1/15                          3,514,182
A              A          1,500  Massachusetts Water 
                                 Resources Authority, 
                                 5.25%, 3/1/13                           1,353,105 
A              A          3,650  Massachusetts Water 
                                 Resources Authority, 
                                 5.25%, 12/1/20                          3,194,503 
NR             NR         2,000  Virgin Islands Water
                                 and Power Authority, 
                                 7.60%, 1/1/12                           2,135,900
                                                                       -----------
                                                                       $31,840,387
                                                                       -----------
TOTAL TAX-EXEMPT INVESTMENTS
(identified cost $285,245,169)                                        $299,203,128
                                                                      ============
<FN>

(1) The above security has been issued as an inverse floater bond. 
(2) At March 31, 1995, the market value of securities segregated to cover 
    margin requirements on open financial futures contracts amounted to 
    $3,728,874.

The Portfolio invests primarily in debt securities issued by Massachusetts 
municipalities. The ability of the issuers of the debt securities to meet 
their obligations may be affected by economic developments in a specific 
industry or municipality.
In order to reduce the risk associated with such economic developments, at 
March 31, 1995, 19.5% of the securities in the portfolio of investments are 
backed by bond insurance of various financial instititutions and financial 
guarenty assurance agencies. The aggregate percentage by financial 
institution ranged from 3.4% to 6.6% of total investments.

</TABLE>

                  See notes to financial statements


                                  14
<PAGE>   15
<TABLE>
                                                 Massachusetts Tax Free Portfolio
                                                       Financial Statements

                                                STATEMENT OF ASSETS AND LIABILITIES

- ------------------------------------------------------------------------------------------------------------------------------------
                                                    March 31, 1995 (unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                       <C>
ASSETS:
    Investment at value (Note 1A) (identified cost $285,245,169)                                                  $ 299,203,128
    Cash                                                                                                              2,414,141
    Interest receivable                                                                                               5,398,767
    Deferred organization expenses (Note 1D)                                                                             15,044
                                                                                                                  -------------
            Total assets                                                                                          $ 307,031,080
                                                                                                                  =============
LIABILITIES:
    Payable for investments purchased                                                   $  3,972,100
    Payable to affiliates--
      Trustees' fees                                                                           4,105
      Custodian fee                                                                            3,045
    Accrued expenses                                                                           3,964
                                                                                  
                                                                                                                  
            Total liabilities                                                                                     $   3,983,214
                                                                                                                  -------------
    
NET ASSETS applicable to investors' interest in Portfolio                                                         $ 303,047,866
                                                                                                                  =============
SOURCES OF NET ASSETS:
    Net proceeds from capital contributions and withdrawals                                                       $ 289,385,057
    Unrealized appreciation of investments and financial futures
      contracts (computed on the basis of identified cost)                                                           13,662,809
                                                                                                                  -------------
    
            Total                                                                                                 $ 303,047,866
                                                                                                                  =============
</TABLE>


                                               See notes to financial statements


                                                                15
<PAGE>   16
<TABLE>
                                                 Financial Statements (continued)

                                                      STATEMENT OF OPERATIONS

- ------------------------------------------------------------------------------------------------------------------------------------
                                        For the Six Months ended March 31, 1995 (unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                     <C>
INVESTMENT INCOME (NOTE 1B):
    Interest income                                                                                              $  9,893,926

EXPENSES:
    Investment adviser fee                                                               $   690,340
    Compensation of Trustees not members of Investment
      Adviser's organization                                                                   8,207
    Custodian fees (Note 2)                                                                   25,625
    Interest expense (Note 5)                                                                 48,989
    Legal and accounting fees                                                                 28,343
    Bond pricing                                                                               7,106
    Amortization of organizational expenses (Note 1D)                                          2,597
    Miscellaneous                                                                              2,559
                                                                                       -------------
                                                                                
    
          Total expenses                                                                                              813,766
                                                                                                                 ------------
            Net investment income                                                                                $  9,080,160
                                                                                                                 ------------
                                                                                                     
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
    Net realized gain (loss)--
      Investment transactions (identified cost basis)                                  $ (14,098,913)
      Financial futures contracts                                                           (144,826)
                                                                                       -------------


          Net realized loss on investments                                                                       $(14,243,739)

    Change in unrealized appreciation (depreciation)--
      Intestments                                                                      $  20,904,253
      Financial futures contracts                                                           (673,925)
                                                                                       -------------
          Net unrealized appreciation of investments                                                               20,230,328
                                                                                                                 ------------
            Net realized and unrealized gain on investments                                                      $  5,986,589
                                                                                                                 ------------
                Net increase in net assets from operations                                                       $ 15,066,749
                                                                                                                 ============ 
</TABLE>


                                               See notes to financial statements

                                                                16
<PAGE>   17
<TABLE>
                                                 Financial Statements (continued)

                                                  STATEMENT CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                 SIX MONTHS ENDED                    YEAR ENDED
                                                                             MARCH 31, 1995 (UNAUDITED)          SEPTEMBER 30, 1994
                                                                             --------------------------          ------------------
<S>                                                                              <C>                                 <C>
INCREASE (DECREASE) IN NET ASSETS:
    From operations -
      Net investment income                                                      $   9,080,160                       $  17,598,654
      Net realized loss on investments                                             (14,243,739)                         (5,575,616)
      Change in unrealized appreciation (depreciation) of investments               20,230,328                         (26,955,377)
                                                                                 -------------                       -------------
          Net increase (decrease) in net assets from operations                  $  15,066,749                       $ (14,932,339)
                                                                                 -------------                       -------------
                                                                                                                      
                                                                                                                      
    Capital transactions -                                                                                            
      Contributions                                                              $  14,914,251                       $  73,999,994
      Withdrawals                                                                  (35,472,914)                        (41,140,572)
                                                                                 -------------                       -------------
          Increase (decrease) in net assets from capital transactions            $ (20,558,663)                      $  32,859,422
                                                                                 -------------                       -------------
            Net increase (decrease) in net assets                                $  (5,491,914)                      $  17,927,083
                                                                                                                      
NET ASSETS:
    At beginning of period                                                         308,539,780                         290,612,697
                                                                                 -------------                       -------------
    At end of period                                                             $ 303,047,866                       $ 308,539,780
                                                                                 =============                       =============
</TABLE>

<TABLE>
                                                        SUPPLEMENTARY DATA
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           YEAR ENDED SEPTEMBER 30
                                                                           -------------------------------------------------------
                                                                              1995**                 1994                 1993*
                                                                           ------------          ------------         ------------
<S>                                                                           <C>                   <C>                   <C>
RATIOS (As a percentage of average daily net assets)*:
    Net Expenses                                                              0.55%+                0.51%                 0.49%+
    Net investment income                                                     6.18%+                5.74%                 5.72%+

PORTFOLIO TURNOVER                                                             .57%                  .53%                  .38%

<FN>
+    Computed on an annualized basis.
*    For the period from the start of business, February 1, 1993, to September 30, 1993.
**   For the six months ended March 31, 1995 (unaudited). 

</TABLE>
                                               See notes to financial statements


                                                               17
<PAGE>   18

                        Notes to Financial Statements
                                 (unaudited)
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES
Massachusetts Tax Free Portfolio (the "Portfolio") is registered under the 
Investment Company Act of 1940 as a diversified, open end investment company 
which was organized as a trust under the laws of the State of New York on 
May 1, 1992. The Declaration of Trust permits the Trustees to issue interests 
in the Portfolio. The following is a summary of the 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 market 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 
individually responsible for the payment of any taxes on its share of such 
income. Since some of the Portfolio's investors are regulated investment 
companies that invest all or substantially all of their assets in the 
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements, (under the Internal Revenue Code), in 
order for its investors to satisfy them. The Portfolio will allocate, at 
least annually among its investors, each investor's distributive share of the 
Portfolio's net taxable (if any) and tax exempt investment income, net 
realized capital gains, and any other items of income, gain, loss, deduction 
or credit. Interest income received by the Portfolio on investments in 
municipal bonds, which is excludable from gross income under the Internal 
Revenue Code, will retain its status as income exempt from federal income tax 
when allocated to the Portfolio's investors. The portion of such interest, if 
any, earned on private activity bonds issued after August 7, 1986, may be 
considered a tax preference item for investors.

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

E. FINANCIAL FUTURES CONTRACTS - Upon the entering of a financial futures 
contract, the Portfolio is required to deposit ("initial margin") either in 
cash or securities an amount equal to a certain percentage of the purchase 
price indicated in the financial futures contract. Subsequent payments are 
made or received by the Portfolio ("margin maintenance") each day, dependent 
on 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. 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 marked daily and begin earning interest on 
settlement date.

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

H. INTERIM FINANCIAL INFORMATION - The interim financial statements relating 
to March 31, 1995, and the six-month period then ended have not been audited 
by independent certified public accountants, but in the opinion of the 
Portfolio's management reflect all adjustments, consisting only of normal 
recurring adjustments necessary for the fair presentation of the financial 
statements.


                                      18
<PAGE>   19

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

(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The investment adviser fee is earned by Boston Management and Research (BMR), 
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation      
for management and investment advisory services rendered to the Portfolio.  The
fee is based upon a percentage of average daily net assets plus a percentage
of gross income (i.e., income other than gains from the sale of securities).
For the six months ended March 31, 1995, the fee was equivalent to 0.47% of
the Portfolio's average net assets for such period and amounted to $690,340.
Except as to Trustees of the Portfolio who were 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, serves as custodian of the Portfolio. Pursuant to
the custodian agreement, IBT receives a fee reduced by credits which are
determined based on the average daily cash balances the Portfolio maintains
with IBT. Certain of the officers and Trustees of the Portfolio are officers
or 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 portion of their annual fees in accordance with the terms of the 
Trustee Deferred Compensation Plan. For the six months ended March 31, 1995, 
no significant amounts have been deferred. 

- --------------------------------------------------------------------------------
<TABLE>

(3) INVESTMENTS
Purchases and sales of investments, other than U.S. Government securities and 
short-term obligations, aggregated $165,571,563 and $172,376,591, respectively. 

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

(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS 
The cost and unrealized appreciation/depreciation in value of the investments 
owned by the Portfolio at March 31, 1995, as computed on a federal income tax 
basis, are as follows:

    <S>                                                   <C>
    Aggregate cost                                        $    285,245,169
                                                          ================     
                                                               
    Gross unrealized appreciation                         $     15,164,325
    Gross unrealized depreciation                                1,206,366
                                                          ----------------     
                                                               
      Net unrealized appreciation                         $     13,957,959
                                                          ================
</TABLE>

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

(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 or fund based on its
borrowings at an amount above either the bank's 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 discretionary facility is allocated among the 
participating funds and portfolios at the end of each quarter. During the six 
months ended March 31, 1995, the Portfolio had an average daily balance 
outstanding pursuant to this line of credit of $969,000, with an average 
interest rate of 7.15%. During the six months ended March 31, 1995, the 
Portfolio had a maximum outstanding month-end balance under the line of credit
of $11,261,000. 

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

(6) FINANCIAL INSTRUMENTS 
The Portfolio regularly trades in financial instruments with off-balance sheet
risk in the normal course of their 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. 

<TABLE>
A summary of obligations under these financial instruments at March 31, 1995
is as follows: 

FUTURES CONTRACTS                                                    NET UNREALIZED  
EXPIRATION DATE        CONTRACTS                    POSITION         DEPRECIATION 
- -----------------      ---------                    --------         --------------
<S>                    <C>                          <C>                 <C>

6/95                   360 U.S. Treasury Bonds      Short               $295,150
                                                                        ========
</TABLE>
    
At March 31, 1995, the Portfolio had sufficient cash and/or securities to 
cover margin requirements on open financial futures contracts. 

                                      19

<PAGE>   20

INVESTMENT MANAGEMENT 
- --------------------------------------------------------------------------------
FUND OFFICERS

THOMAS J. FETTER
President

JAMES B. HAWKES
Vice President, Trustee

ROBERT MACINTOSH
Vice President

JAMES L. O'CONNOR
Treasurer

DOUGLAS C. MILLER
Assistant Treasurer

THOMAS OTIS
Secretary

JANET E. SANDERS
Assistant Treasurer and
Assistant Secretary

INDEPENDENT TRUSTEES

DONALD R. DWIGHT
President, Dwight Partners, Inc.
Chairman, Newspaper of New England, Inc.

SAMUEL L. HAYES, III
Jacob H. Schiff Professor of Investment Banking, Harvard University 
Graduate School of Business Administration

NORTON H. REAMER
President and Director, United Asset Management Corporation

JOHN L. THORNDIKE
Director, Fiduciary Trust Company

JACK L. TREYNOR
Investment Adviser and Consultant 
- --------------------------------------------------------------------------------
PORTFOLIO OFFICERS

THOMAS J. FETTER
President

JAMES B. HAWKES
Vice President, Trustee

ROBERT MACINTOSH
Vice President and Portfolio Manager

JAMES L. O'CONNOR
Treasurer

DOUGLAS C. MILLER
Assistant Treasurer

THOMAS OTIS
Secretary

JANET E. SANDERS
Assistant Treasurer and
Assistant Secretary

INDEPENDENT TRUSTEES

DONALD R. DWIGHT
President, Dwight Partners, Inc.
Chairman, Newspaper of New England, Inc.

SAMUEL L. HAYES, III
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate 
School of Business Administration

NORTON H. REAMER
President and Director, United Asset Management Corporation

JOHN L. THORNDIKE
Director, Fiduciary Trust Company

JACK L. TREYNOR
Investment Adviser and Consultant 



                                      20
<PAGE>   21

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

FUND ADMINISTRATOR
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 




                                      21

<PAGE>   22




















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


                         EATON VANCE MUNICIPALS TRUST
                               24 FEDERAL STREET
                               BOSTON, MA 02110
                                                                        MMBSRC


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