<PAGE>
[LOGO] Investing
EATON VANCE for the
================ 21st
Mutual Funds Century
Eaton Vance Arizona Municipals Fund
Eaton Vance Colorado Municipals Fund
Eaton Vance Connecticut Municipals Fund
Eaton Vance Michigan Municipals Fund
Eaton Vance Minnesota Municipals Fund
Eaton Vance New Jersey Municipals Fund
Eaton Vance Pennsylvania Municipals Fund
Eaton Vance Texas Municipals Fund
These Funds (the "Funds") are mutual funds seeking to provide current income
exempt from regular federal income tax and the State taxes (if any) described
under "The Funds" Investment Objectives" in this Prospectus. Each Fund invests
its assets in a corresponding non-diversified open-end investment company (a
"Portfolio") having the same investment objective as the Fund, rather than by
directly investing in and managing its own portfolio of securities. Each Fund is
a series of Eaton Vance Municipals Trust (the "Trust").
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME
OR ALL OF THE PRINCIPAL INVESTMENT.
This combined Prospectus is designed to provide you with information you should
know before investing. Please retain this document for future reference. A
combined Statement of Additional Information dated December 1, 1997 for the
Funds, as supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated herein by reference.
This Statement of Additional Information is available without charge from the
Funds' principal underwriter, Eaton Vance Distributors, Inc. (the "Principal
Underwriter"), 24 Federal Street, Boston, MA 02110 (telephone (800) 225-6265).
The Portfolios' investment adviser is Boston Management and Research (the
"Investment Adviser"), a wholly-owned subsidiary of Eaton Vance Management, and
Eaton Vance Management is the administrator (the "Administrator") of the Funds.
The offices of the Investment Adviser and the Administrator are located at 24
Federal Street, Boston, MA 02110.
AS OF THE DATE OF THIS COMBINED PROSPECTUS, A FUND MAY NOT BE AVAILABLE FOR
PURCHASE IN CERTAIN STATES. PLEASE CONTACT THE PRINCIPAL UNDERWRITER OR YOUR
BROKER FOR FURTHER INFORMATION.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
CONTENTS
<TABLE>
<CAPTION>
Page Page
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder and Fund Expenses 2 How to Redeem Shares 21
The Funds' Financial Highlights 4 Reports to Shareholders 23
The Funds' Investment Objectives 12 The Lifetime Investing Account/Distribution Options 23
Investment Policies and Risks 12 The Eaton Vance Exchange Privilege 23
Organization of the Funds and the Portfolios 15 Eaton Vance Shareholder Services 24
Management of the Funds and the Portfolios 16 Distributions and Taxes 25
Distribution and Service Plans 18 Performance Information 26
Valuing Shares 19 Appendix -- State Specific Information 27
How to Buy Shares 19
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Prospectus dated December 1, 1997
<PAGE>
SHAREHOLDER AND FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
Class A Shares Class B Shares
- --------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.75 None
Sales Charges Imposed on Reinvested
Distributions None None
Fees to Exchange Shares None None
Maximum Contingent Deferred Sales Charge None 5.00
Annual Fund and Allocated Portfolio Operating Expenses (as a percentage of
average daily net assets)
<TABLE>
<CAPTION>
Arizona Colorado Connecticut Michigan
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ -----------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment
Adviser Fee 0.40% 0.40% 0.26% 0.26% 0.43% 0.43% 0.42% 0.42%
Rule 12b-1
Distribution
and/or Service
Fees 0.18 0.93 0.15 0.92 0.14 0.93 0.20 0.93
Other Expenses 0.25 0.25 0.35 0.35 0.24 0.24 0.25 0.25
Total Operating
Expenses 0.83 1.58 0.76 1.53 0.81 1.60 0.87 1.60
EXAMPLE
An investor would pay the following expenses and, in the case of Class A shares, maximum initial sales charge or,
in the case of Class B shares, contingent deferred sales charge on a $1,000 investment, assuming (a) 5% annual
return and (b) redemption at the end of each period:
<CAPTION>
Arizona Colorado Connecticut Michigan
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ ------------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 56 $ 66 $ 55 $ 66 $ 55 $ 66 $ 56 $ 66
3 Years 73 90 71 88 72 90 74 90
5 Years 91 106 88 103 90 107 93 107
10 Years 145 188 137 182 143 190 150 190
An investor would pay the following expenses on the same investment, assuming (a) 5% annual return and (b) no
redemptions:
<CAPTION>
Arizona Colorado Connecticut Michigan
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ ------------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 56 $ 16 $ 55 $ 16 $ 55 $ 16 $ 56 $ 16
3 Years 73 50 71 48 72 50 74 50
5 Years 91 86 88 83 90 87 93 87
10 Years 145 188 137 182 143 190 150 190
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
<CAPTION>
Minnesota New Jersey Pennsylvania Texas
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ ------------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- --------------------------------------------------------------------------------------------------------------------------
Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Adviser Fee 0.35% 0.35% 0.46% 0.46% 0.47% 0.47% 0.18% 0.18%
Rule 12b-1
Distribution
and/or Service
Fees 0.11 0.93 0.11 0.93 0.10 0.94 0.18 0.94
Other Expenses 0.30 0.30 0.20 0.20 0.20 0.20 0.45 0.45
Total Operating
Expenses 0.76 1.58 0.77 1.59 0.77 1.61 0.81 1.57
EXAMPLE
An investor would pay the following expenses and, in the case of Class A shares, maximum initial sales charge or,
in the case of Class B shares, contingent deferred sales charge on a $1,000 investment, assuming (a) 5% annual
return and (b) redemption at the end of each period:
<CAPTION>
Minnesota New Jersey Pennsylvania Texas
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ ------------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 55 $ 66 $ 55 $ 66 $ 55 $ 66 $ 55 $ 66
3 Years 71 90 71 90 71 91 72 90
5 Years 88 106 88 107 88 108 90 106
10 Years 137 188 138 189 138 191 143 187
An investor would pay the following expenses on the same investment, assuming (a) 5% annual return and (b) no
redemptions:
Minnesota New Jersey Pennsylvania Texas
Fund Fund Fund Fund
------------------------ ------------------------ ------------------------ ------------------------
Class A Class B Class A Class B Class A Class B Class A Class B
Shares Shares Shares Shares Shares Shares Shares Shares
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 55 $ 16 $ 55 $ 16 $ 55 $ 16 $ 55 $ 16
3 Years 71 50 71 50 71 51 72 50
5 Years 88 86 88 87 88 88 90 86
10 Years 137 188 138 189 138 191 143 187
</TABLE>
NOTES. The tables and Examples summarize the aggregate expenses of the Portfolio
and each Class of shares of the Funds and are designed to help investors
understand the costs and expenses they will bear, directly or indirectly, by
investing in a Fund. Information for Class A shares is estimated based upon the
most recent fiscal year of its predecessor fund adjusted for the multiple-class
structure. Information for Class B shares is for the most recent fiscal year.
The Funds offer two classes of shares. Class A shares are sold subject to a
sales charge imposed at the time of purchase. No sales charge is payable at the
time of purchase on investments in Class A shares of $1 million or more.
However, a contingent deferred sales charge ("CDSC") of 0.50% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. Class B shares are sold subject to a declining CDSC (5% maximum) if
redeemed within six years of purchase. The CDSC does not apply in certain
circumstances. See "How to Buy Shares" and "How to Redeem Shares".
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Examples to assume a 5% annual return, but actual return
will vary. Long-term holders of Class B shares may pay more than the economic
equivalent of the maximum front-end sales charge permitted by a rule of the
National Association of Securities Dealers, Inc. For further information
regarding the expenses of the Funds and the Portfolios, see "The Funds"
Financial Highlights", "Management of the Funds and the Portfolios",
"Distribution and Service Plans" and "How to Redeem Shares".
Each Portfolio's monthly advisory fee has two components, a fee based on daily
net assets and a fee based on daily gross income, as set forth in the fee
schedule on page 17.
Each Fund invests exclusively in its corresponding Portfolio. Other investment
companies with different distribution arrangements and fees may invest in the
Portfolios in the future. See "Organization of the Funds and the Portfolios".
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the audited
financial statements that appear in the Funds' annual report to shareholders.
The Funds' financial statements have been audited by Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing.
The financial statements and the independent auditors' report are incorporated
by reference into the Statement of Additional Information. Further information
regarding the performance of a Fund is contained in its annual report to
shareholders which may be obtained without charge by contacting the Principal
Underwriter. The financial information for each of the periods presented in the
Funds' Financial Highlights are for each Fund prior to reclassification of its
shares as Class B shares on August 1, 1997. Information for Class A shares is
not presented because that class did not exist prior to August 1, 1997. The
Financial Highlights for Class A shares will differ from the Financial
Highlights for Class B shares due to the absence of distribution fees for Class
A shares.
<TABLE>
<CAPTION>
Arizona Fund (Class B)
-----------------------------------------------------------------------------------------------------
Year Ended July 31, Year Ended September 30,
--------------------------------------------------------- ----------------------------------------
1997 1996 1995 1994** 1993 1992 1991++
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $10.680 $10.530 $10.390 $11.570 $10.700 $10.320 $10.000
------- ------- ------- ------- ------- ------- -------
Income (loss) from operations:
Net investment
income $ 0.486 $ 0.482 $ 0.492 $ 0.404 $ 0.496 $ 0.526 $ 0.088
Net realized and
unrealized
gain (loss) on
investments 0.539 0.161 0.164 (0.862) 1.076 0.520 0.339+++
------- ------- ------- ------- ------- ------- -------
Total income
(loss) from
operations $ 1.025 $ 0.643 $ 0.656 $(0.458) $ 1.572 $ 1.046 $ 0.427
------- ------- ------- ------- ------- ------- -------
Less distributions:
From net investment
income $(0.485) $(0.488) $(0.492) $(0.404) $(0.496) $(0.526) $(0.088)
In excess of net
investment income(5) -- (0.005) (0.024) (0.074) (0.127) (0.120) (0.019)
From net
realized gain on
investment
transactions -- -- -- (0.233) (0.079) (0.020) --
In excess of net
realized gain
on investment
transactions -- -- -- (0.011) -- -- --
------- ------- ------- ------- ------- ------- -------
Total
distributions $(0.485) $(0.493) $(0.516) $(0.722) $(0.702) $(0.666) $(0.107)
------- ------- ------- ------- ------- ------- -------
Net asset value,
end of year $11.220 $10.680 $10.530 $10.390 $11.570 $10.700 $10.320
======= ======= ======= ======= ======= ======= =======
Total Return(3) 9.85% 6.17% 6.64% (4.16)% 15.29% 10.43% 4.03%
Ratios/Supplemental Data*:
Ratio of net
expenses to
average daily
net assets(1)(4) 1.58% 1.56% 1.53% 1.46%+ 1.53% 1.52% 1.37%+
Ratio of net
expenses to
average daily
net assets
after
custodian fee
reduction(1) 1.57% 1.55% -- -- -- -- --
Ratio of net
investment
income to
average daily
net assets 4.50% 4.49% 4.81% 4.47%+ 4.42% 4.83% 4.33%+
Portfolio Turnover(2) -- -- -- -- 39% 133% 8%
* For the periods indicated, the operating expenses of the Arizona Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and the
ratios would have been as follows:
Net investment
income per share $ 0.513 $ 0.082
======= =======
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.64% 1.65%+
Net investment
income 4.71% 4.05%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Colorado Fund (Class B)
----------------------------------------------------------------------------------
Year Ended
Year Ended July 31, September 30,
----------------------------------------------------- -------------------------
1997 1996 1995 1994** 1993 1992++
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
year $10.170 $10.020 $10.010 $10.960 $10.060 $10.000
------- ------- ------- ------- ------- -------
Income (loss) from operations:
Net investment income $ 0.491 $ 0.480 $ 0.494 $ 0.403 $ 0.484 $ 0.026
Net realized and unrealized
gain (loss) on investments 0.621 0.162 0.033 (0.880) 0.996 0.082+++
------- ------- ------- ------- ------- -------
Total income (loss) from
operations $ 1.112 $ 0.642 $ 0.527 $(0.477) $ 1.480 $ 0.108
------- ------- ------- ------- ------- -------
Less distributions:
From net investment income $(0.482) $(0.492) $(0.494) $(0.403) $(0.484) $(0.026)
In excess of net investment
income(5) -- -- (0.023) (0.070) (0.096) (0.022)
------- ------- ------- ------- ------- -------
Total distributions $(0.482) $(0.492) $(0.517) $(0.473) $(0.580) $(0.048)
------- ------- ------- ------- ------- -------
Net asset value, end of year $10.800 $10.170 $10.020 $10.010 $10.960 $10.060
======= ======= ======= ======= ======= =======
Total Return(3) 11.26% 6.46% 5.58% (4.46)% 15.52% 0.60%
Ratios/Supplemental Data*:
Net assets, end of year (000
omitted) $40,786 $42,972 $43,900 $42,085 $24,847 $ 2,464
Ratio of net expenses to
average daily net assets(1)(4) 1.53% 1.49% 1.28% 1.09%+ 1.00% 1.00%+
Ratio of net expenses to
average daily net assets
after custodian fee
reduction(1) 1.49% 1.45% -- -- -- --
Ratio of net investment
income to average daily net
assets 4.75% 4.69% 5.03% 4.59%+ 4.49% 2.26%+
Portfolio Turnover(2) -- -- -- -- 3% 0%
* For the periods indicated, the operating expenses of the Colorado Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share
and the ratios would have been as follows:
Net investment income per share $ 0.478 $ 0.479 $ 0.373 $ 0.387 $ 0.011
======= ======= ======= ======= =======
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.51% 1.43% 1.42%+ 1.90% 2.34%+
Expenses after custodian
fee reduction(1)(4) 1.46% -- -- -- --
Net investment income 4.67% 4.88% 4.26%+ 3.60% 0.92%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Connecticut Fund (Class B)
---------------------------------------------------------------------------------------
Year Ended
Year Ended July 31, September 30,
--------------------------------------------------------- --------------------------
1997 1996 1995 1994** 1993 1992++
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of year $ 10.120 $ 9.970 $ 10.050 $ 11.030 $ 10.270 $10.000
-------- -------- -------- -------- -------- -------
Income (loss) from operations:
Net investment income $ 0.453 $ 0.452 $ 0.465 $ 0.388 $ 0.471 $ 0.192
Net realized and
unrealized gain (loss)
on investments 0.450 0.169 (0.037) (0.883) 0.885 0.331+++
-------- -------- -------- -------- -------- -------
Total income (loss)
from operations $ 0.903 $ 0.621 $ 0.428 $ (0.495) $ 1.356 $ 0.523
-------- -------- -------- -------- -------- -------
Less distributions:
From net investment
income $ (0.453) $ (0.452) $ (0.465) $ (0.388) $ (0.471) $ (0.192)
In excess of net
investment income(5) -- (0.019) (0.043) (0.079) (0.120) (0.061)
From net realized gain
on investment transactions -- -- -- (0.018) (0.005) --
-------- -------- -------- -------- -------- -------
Total distributions $ (0.453) $ (0.471) $ (0.508) $ (0.485) $ (0.596) $(0.253)
-------- -------- -------- -------- -------- -------
Net asset value, end of
year $ 10.570 $ 10.120 $ 9.970 $ 10.050 $ 11.030 $10.270
======== ======== ======== ======== ======== =======
Total Return(3) 9.17% 6.30% 4.55% (4.61)% 13.62% 5.00%
Ratios/Supplemental Data*:
Net assets, end of year
(000 omitted) $171,634 $181,608 $188,900 $188,453 $160,790 $50,031
Ratio of net expenses to
average daily net
assets(1)(4) 1.60% 1.58% 1.55% 1.43%+ 1.56% 1.35%+
Ratio of net expenses to
average daily net
assets after custodian
fee reduction(1) 1.60% 1.57% -- -- -- --
Ratio of net investment
income to average
daily net assets 4.45% 4.45% 4.77% 4.42%+ 4.33% 4.13%+
Portfolio Turnover(2) -- -- -- -- 14% 16%
* For the period indicated, the operating expenses of the Connecticut Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Net investment income per
share $ 0.184
=======
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.52%+
Net investment income 3.96%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Michigan Fund (Class B)
------------------------------------------------------------------------------------------------------
Year Ended July 31, Year Ended September 30,
--------------------------------------------------------- -----------------------------------------
1997 1996 1995 1994** 1993 1992 1991++
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 10.420 $ 10.250 $ 10.210 $ 11.110 $ 10.570 $ 10.220 $10.000
-------- -------- -------- -------- -------- -------- -------
Income (loss) from operations:
Net investment
income $ 0.460 $ 0.464 $ 0.486 $ 0.398 $ 0.480 $ 0.499 $ 0.247
Net realized and
unrealized
gain (loss) on
investments 0.454 0.195 0.059 (0.794) 0.745 0.507 0.267
-------- -------- -------- -------- -------- -------- -------
Total income
(loss) from
operations $ 0.914 $ 0.659 $ 0.545 $ (0.396) $ 1.225 $ 1.006 $ 0.514
-------- -------- -------- -------- -------- -------- -------
Less distributions:
From net investment
income $ (0.462) $ (0.481) $ (0.486) $ (0.398) $ (0.480) $ (0.499) $(0.247)
In excess of
net investment
income(5) (0.002) (0.008) (0.019) (0.062) (0.114) (0.144) (0.047)
From net
realized gain on
investment
transactions -- -- -- (0.028) (0.058) (0.013) --
In excess of
net realized
gain on
investment
transactions -- -- -- (0.016) (0.033) -- --
-------- -------- -------- -------- -------- -------- -------
Total
distributions $ (0.464) $ (0.489) $ (0.505) $ (0.504) $ (0.685) $ (0.656) $(0.294)
-------- -------- -------- -------- -------- -------- -------
Net asset value,
end of year $ 10.870 $ 10.420 $ 10.250 $ 10.210 $ 11.110 $ 10.570 $10.220
======== ======== ======== ======== ======== ======== =======
Total Return(3) 9.01% 6.50% 5.61% (3.66)% 12.06% 10.13% 4.98%
Ratios/Supplemental Data*:
Net assets, end
of year (000
omitted) $148,542 $171,067 $186,363 $197,082 $188,290 $107,034 $31,222
Ratio of net
expenses to
average daily
net assets(1)(4) 1.60% 1.61% 1.51% 1.49%+ 1.54% 1.61% 1.29%+
Ratio of net
expenses to
average daily
net assets
after
custodian fee
reduction(1) 1.58% 1.60% -- -- -- -- --
Ratio of net
investment
income to
average daily
net assets 4.40% 4.44% 4.84% 4.49%+ 4.40% 4.65% 5.12%+
Portfolio
Turnover(2) -- -- -- -- 28% 72% 5%
* For the period indicated, the operating expenses of the Michigan Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Net investment
income per share $ 0.229
========
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.66%+
Net investment income 4.75%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Minnesota Fund (Class B)
------------------------------------------------------------------------------------------------
Year Ended July 31, Year Ended September 30,
----------------------------------------------------- ---------------------------------------
1997 1996 1995 1994** 1993 1992 1991++
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $10.070 $ 9.950 $10.040 $10.910 $10.310 $10.080 $ 10.000
------- ------- ------- ------- ------- ------- --------
Income (loss) from operations:
Net investment income $ 0.466 $ 0.468 $ 0.470 $ 0.383 $ 0.473 $ 0.505 $ 0.051
Net realized and
unrealized gain
(loss) on
investments 0.415 0.123 (0.053) (0.788) 0.749 0.361 0.129+++
------- ------- ------- ------- ------- ------- --------
Total income (loss)
from operations $ 0.881 $ 0.591 $ 0.417 $(0.405) $ 1.222 $ 0.866 $ 0.180
------- ------- ------- ------- ------- ------- --------
Less distributions:
From net investment
income $(0.461) $(0.468) $(0.470) $(0.383) $(0.473) $(0.505) $ (0.051)
In excess of net
investment income(5) -- (0.003) (0.037) (0.073) (0.125) (0.131) (0.049)
From net realized
gain on investment
transactions -- -- -- (0.009) -- -- --
In excess of net
realized gain on
investment
transactions -- -- -- -- (0.024) -- --
------- ------- ------- ------- ------- ------- --------
Total distributions $(0.461) $(0.471) $(0.507) $(0.465) $(0.622) $(0.636) $ (0.100)
------- ------- ------- ------- ------- ------- --------
Net asset value, end of
year $10.490 $10.070 $ 9.950 $10.040 $10.910 $10.310 $10.080
======= ======= ======= ======= ======= ======= =======
Total Return(3) 9.01% 6.00% 4.41% (3.81)% 12.28% 8.82% 1.56%
Ratios/Supplemental Data*:
Net assets, end of
year (000 omitted) $67,781 $74,374 $78,970 $79,223 $68,004 $26,670 $ 2,467
Ratio of net expenses
to average daily
net assets(1)(4) 1.58% 1.56% 1.52% 1.54%+ 1.59% 1.42% 1.71%+
Ratio of net expenses
to average daily
net assets after
custodian fee
reduction(1) 1.55% 1.54% -- -- -- -- --
Ratio of net
investment income
to average daily
net assets 4.62% 4.63% 4.80% 4.38%+ 4.38% 4.74% 2.59%+
Portfolio Turnover(2) -- -- -- -- 16% 25% 3%
* For the periods indicated, the operating expenses of the Minnesota Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Net investment income
per share $ 0.472 $ 0.438 $ 0.031
======= ======= =======
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.61% 2.05% 2.72%+
Net investment income 4.37% 4.11% 1.58%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
New Jersey Fund (Class B)
------------------------------------------------------------------------------------------------------
Year Ended July 31, Year Ended September 30,
--------------------------------------------------------- -----------------------------------------
1997 1996 1995 1994** 1993 1992 1991++
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
year $ 10.440 $ 10.360 $ 10.410 $ 11.350 $ 10.680 $ 10.380 $10.000
-------- -------- -------- -------- -------- -------- -------
Income (loss) from operations:
Net investment
income $ 0.506 $ 0.505 $ 0.505 $ 0.421 $ 0.514 $ 0.516 $ 0.363
Net realized and
unrealized
gain (loss)
on investments 0.493 0.084 (0.009) (0.836) 0.841 0.452 0.487+++
-------- -------- -------- -------- -------- -------- -------
Total income
(loss) from
operations $ 0.999 $ 0.589 $ 0.496 $ (0.415) $ 1.355 $ 0.968 $ 0.850
-------- -------- -------- -------- -------- -------- -------
Less distributions:
From net
investment
income $ (0.499) $ (0.505) $ (0.505) $ (0.421) $ (0.514) $ (0.516) $(0.363)
In excess of net
investment
income(5) -- (0.004) (0.035) (0.075) (0.112) (0.124) (0.107)
From net
realized gain
on investment
transactions -- -- -- (0.029) (0.059) (0.028) --
In excess of
net realized
gain on
investment
transactions -- -- (0.006) -- -- -- --
-------- -------- -------- -------- -------- -------- -------
Total
distributions $ (0.499) $ (0.509) $ (0.546) $ (0.525) $ (0.685) $ (0.668) $(0.470)
-------- -------- -------- -------- -------- -------- -------
Net asset value,
end of year $ 10.940 $ 10.440 $ 10.360 $ 10.410 $ 11.350 $ 10.680 $10.380
======== ======== ======== ======== ======== ======== =======
Total Return(3) 9.85% 5.74% 5.04% (3.77)% 13.15% 9.64% 8.47%
Ratios/Supplemental Data:
Net assets, end
of year (000
omitted) $345,080 $378,649 $404,861 $420,117 $395,421 $235,324 $99,590
Ratio of net
expenses to
average daily
net assets(1)
(4) 1.59% 1.57% 1.53% 1.48%+ 1.56% 1.63% 1.78%+
Ratio of net
expenses to
average daily
net assets
after
custodian fee
reduction(1) 1.57% 1.56% -- -- -- -- --
Ratio of net
investment
income to
average daily
net assets 4.82% 4.80% 4.97% 4.64%+ 4.66% 4.83% 4.82%+
Portfolio
Turnover(2) -- -- -- -- 20% 74% 68%
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Pennsylvania Fund (Class B)
----------------------------------------------------------------------------------------------------------
Year Ended July 31, Year Ended September 30,
------------------------------------------------------------ ------------------------------------------
1997 1996 1995 1994** 1993 1992 1991++
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 10.430 $ 10.320 $ 10.340 $ 11.310 $ 10.650 $ 10.350 $ 10.000
-------- -------- -------- -------- -------- -------- --------
Income (loss) from operations:
Net investment
income $ 0.522 $ 0.512 $ 0.507 $ 0.422 $ 0.520 $ 0.531 $ 0.378
Net realized and
unrealized
gain (loss)
on investments 0.458 0.108 0.004+++ (0.841) 0.794 0.430 0.466+++
-------- -------- -------- -------- -------- -------- --------
Total income
(loss) from
operations $ 0.980 $ 0.620 $ 0.511 $ (0.419) $ 1.314 $ 0.961 $ 0.844
-------- -------- -------- -------- -------- -------- --------
Less distributions:
From net
investment
income $ (0.510) $ (0.510) $ (0.507) $ (0.422) $ (0.520) $ (0.531) $ (0.378)
-------- -------- -------- -------- -------- -------- --------
In excess of net
investment
income(5) -- -- (0.024) (0.069) (0.115) (0.130) (0.116)
From net
realized
gain on
investment
transactions -- -- -- (0.042) (0.019) -- --
In excess
of net
realized
gain on
investment
transactions -- -- -- (0.018) -- -- --
-------- -------- -------- -------- -------- -------- --------
Total
distributions $ (0.510) $ (0.510) $ (0.531) $ (0.551) $ (0.654) $ (0.661) $ (0.494)
-------- -------- -------- -------- -------- -------- --------
Net asset value,
end of year $ 10.900 $ 10.430 $ 10.320 $ 10.340 $ 11.310 $ 10.650 $ 10.350
======== ======== ======== ========= ======== ======== ========
Total Return(3) 9.66% 6.08% 5.24% (3.84)% 12.76% 9.56% 8.37%
Ratios/Supplemental Data*:
Net assets,
end of year
(000 omitted) $395,974 $441,104 $495,856 $530,115 $499,601 $280,193 $100,211
Ratio of net
expenses
to average
daily net
assets(1)(4) 1.61% 1.58% 1.51% 1.46%+ 1.56% 1.64% 1.56%+
Ratio of net
expenses to
average daily
net assets after
custodian fee
reduction(1) 1.56% 1.54% -- -- -- -- --
Ratio of net
investment
income to
average daily
net assets 4.93% 4.89% 5.04% 4.68%+ 4.70% 4.92% 4.93%+
Portfolio
Turnover(2) -- -- -- -- 6% 15% 2%
* For the period indicated, the operating expenses of the Pennsylvania Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Net investment
income per share $ 0.375
========
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.60%+
Net investment
income 4.89%+
(See footnotes on page 11.)
</TABLE>
<PAGE>
THE FUNDS' FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
Texas Fund (Class B)
----------------------------------------------------------------------------------
Year Ended
Year Ended July 31, September 30,
----------------------------------------------------- -------------------------
1997 1996 1995 1994** 1993 1992++
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
year $10.440 $10.280 $10.210 $11.110 $10.450 $ 10.000
------- ------- ------- ------- ------- --------
Income (loss) from operations:
Net investment income $ 0.489 $ 0.492 $ 0.532 $ 0.436 $ 0.515 $ 0.255
Net realized and unrealized
gain (loss) on investments 0.526 0.177 0.084 (0.824) 0.787 0.516
------- ------- ------- ------- ------- --------
Total income (loss) from
operations $ 1.015 $ 0.669 $ 0.616 $(0.388) $ 1.302 $ 0.771
------- ------- ------- ------- ------- --------
Less distributions:
From net investment income $(0.495) $(0.509) $(0.532) $(0.436) $(0.515) $ (0.255)
In excess of net investment
income(5) -- -- (0.014) (0.076) (0.106) (0.066)
In excess of net realized
gain on investment
transactions -- -- -- -- (0.021) --
------- ------- ------- ------- ------- --------
Total distributions $(0.495) $(0.509) $(0.546) $(0.512) $(0.642) $ (0.321)
------- ------- ------- ------- ------- --------
Net asset value, end of year $10.960 $10.440 $10.280 $10.210 $11.110 $10.450
======= ======= ======= ======= ======= =======
Total Return(3) 10.00% 6.60% 6.36% (3.65)% 12.90% 7.51%
Ratios/Supplemental Data*:
Net assets, end of year (000
omitted) $21,283 $23,996 $27,762 $26,677 $16,338 $ 4,020
Ratio of net expenses to
average daily net assets(1)(4) 1.57% 1.43% 0.99% 0.82%+ 1.06% 1.00%+
Ratio of net expenses to
average daily net assets
after custodian fee
reduction(1) 1.55% 1.39% -- -- -- --
Ratio of net investment
income to average daily net
assets 4.61% 4.70% 5.29% 4.81%+ 4.67% 4.61%+
Portfolio Turnover(2) -- -- -- -- 7% 11%
* For the periods indicated, the operating expenses of the Texas Fund reflect an allocation of expenses to the
Administrator and/or the Investment Adviser. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Net investment income per
share $ 0.482 $ 0.487 $ 0.359 $ 0.350 $ 0.180
======= ======= ======= ======= =======
Ratios (As a percentage of average daily net assets):
Expenses(1)(4) 1.53% 1.44% 1.67%+ 2.55% 2.35%+
Expenses after custodian fee
reduction(1)(4) 1.49% -- -- -- --
Net investment income 4.60% 4.84% 3.96%+ 3.18% 3.26%+
** For the ten months ended July 31, 1994.
+ Annualized.
++ For the period from the start of business, July 25, 1991, July 29, 1991 and April 19, 1991, to September 30,
1991 for the Arizon a, Minnesota and Michigan Funds, respectively, and for the period from the start of
business, August 25, 1992, May 1, 1992 and Marc h 24, 1992, to September 30, 1992 for the Colorado, Connecticut
and Texas Funds, respectively, and for the period from the start of bu siness, January 8, 1991, to September
30, 1991 for the New Jersey and Pennsylvania Funds.
+++ The per share amount is not in accord with the net realized and unrealized gain (loss) for the period because
of the timing of s ales of the Fund shares and the amount of per share realized and unrealized gains and losses
at such time.
(1) Includes the Fund's share of its corresponding Portfolio's allocated expenses subsequent to February 1, 1993.
(2) Portfolio turnover represents the rate of portfolio activity for the period while the Fund was making
investments directly in securities. The portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to a Portfolio is shown in the Portfolio's financial statements
which are included in the Fund's annual report.
(3) 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. Distributions, if any, are assumed to be reinvested at the
net asset value on the payable date. Total return is computed on a non-annualized basis.
(4) The expense ratios for the year ended July 31, 1996 and periods thereafter have been adjusted to reflect a
change in reporting requirements. The new reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense offset arrangements with its service
providers. The expense ratios for each of the prior periods have not been adjusted to reflect this change.
(5) The Funds have followed the Statement of Position (SOP) 93-2: Determination, Disclosure and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distribution by Investment Companies. The SOP
requires that differences in the recognition or classification of income between the financial statements and
tax earnings and profits that result in temporary over-distributions for financial statement purposes, are
classified as distributions in excess of net investment income or accumulated net realized gai ns.
</TABLE>
<PAGE>
THE FUNDS' INVESTMENT OBJECTIVES
The investment objective of each Fund is set forth below. Each Fund currently
seeks to meet its investment objective by investing its assets in a separate
corresponding open-end management investment company (a "Portfolio"). Each
Portfolio invests primarily in municipal obligations (as described below) which
are rated at least investment grade by a major rating agency or, if unrated,
determined to be of at least investment grade quality by the Investment Adviser.
Each Portfolio has the same investment objective as its corresponding Fund.
EATON VANCE ARIZONA MUNICIPALS FUND (the "Arizona Fund") seeks to provide
current income exempt from regular federal income tax and Arizona State personal
income taxes. The Arizona Fund seeks to meet its objective by investing its
assets in the Arizona Municipals Portfolio (the "Arizona Portfolio").
EATON VANCE COLORADO MUNICIPALS FUND (the "Colorado Fund") seeks to provide
current income exempt from regular federal income tax and Colorado State
personal income taxes. The Colorado Fund seeks to meet its objective by
investing its assets in the Colorado Municipals Portfolio (the "Colorado
Portfolio").
EATON VANCE CONNECTICUT MUNICIPALS FUND (the "Connecticut Fund") seeks to
provide current income exempt from regular federal income tax and Connecticut
State personal income taxes. The Connecticut Fund seeks to meet its objective by
investing its assets in the Connecticut Municipals Portfolio (the "Connecticut
Portfolio").
EATON VANCE MICHIGAN MUNICIPALS FUND (the "Michigan Fund") seeks to provide
current income exempt from regular federal income tax and Michigan State and
City income and single business taxes in the form of an investment exempt from
Michigan intangibles tax. The Michigan Fund seeks to meet its objective by
investing its assets in the Michigan Municipals Portfolio (the "Michigan
Portfolio").
EATON VANCE MINNESOTA MUNICIPALS FUND (the "Minnesota Fund") seeks to provide
current income exempt from regular federal income tax and regular Minnesota
State personal income taxes. The Minnesota Fund seeks to meet its objective by
investing its assets in the Minnesota Municipals Portfolio (the "Minnesota
Portfolio").
EATON VANCE NEW JERSEY MUNICIPALS FUND (the "New Jersey Fund") seeks to provide
current income exempt from regular federal income tax and New Jersey State
personal income taxes. The New Jersey Fund seeks to meet its objective by
investing its assets in the New Jersey Municipals Porfolio (the "New Jersey
Portfolio").
EATON VANCE PENNSYLVANIA MUNICIPALS FUND (the "Pennsylvania Fund") seeks to
provide current income exempt from regular federal income tax and Pennsylvania
State and local taxes in the form of an investment exempt from Pennsylvania
personal property taxes. The Pennsylvania Fund seeks to meet its objective by
investing its assets in the Pennsylvania Municipals Portfolio (the "Pennsylvania
Portfolio").
EATON VANCE TEXAS MUNICIPALS FUND (the "Texas Fund") seeks to provide current
income exempt from regular federal income taxes. The Texas Fund seeks to meet
its objective by investing its assets in the Texas Municipals Portfolio (the
"Texas Portfolio"). The State of Texas does not impose a State income tax on
individuals.
INVESTMENT POLICIES AND RISKS
EACH FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING EITHER DIRECTLY
OR INDIRECTLY THROUGH ANOTHER OPEN-END MANAGEMENT INVESTMENT COMPANY PRIMARILY
(I.E., AT LEAST 80% OF ITS NET ASSETS DURING PERIODS OF NORMAL MARKET
CONDITIONS) IN MUNICIPAL OBLIGATIONS, THE INTEREST ON WHICH IS EXEMPT FROM
REGULAR FEDERAL INCOME TAX AND FROM THE STATE TAXES WHICH, IN ACCORDANCE WITH
THE FUND'S INVESTMENT OBJECTIVE, THE FUND SEEKS TO AVOID. The foregoing policy
is a fundamental policy of each Fund and its corresponding Portfolio, which may
not be changed unless authorized by a vote of the Fund's shareholders or that
Portfolio's investors, as the case may be.
At least 75% of the net assets of each Portfolio will normally be invested in
obligations rated at least investment grade at the time of investment (which are
those rated Baa or higher by Moody's Investors Service, Inc. ("Moody's") or BBB
or higher by either Standard & Poor's Ratings Group ("S&P") or Fitch Investors
Service, Inc. ("Fitch")) or, if unrated, determined by the Investment Adviser to
be of at least investment grade quality. The balance of each Portfolio's net
assets may be invested in municipal obligations rated below investment grade
(but not lower than B by Moody's, S&P or Fitch) and unrated municipal
obligations considered to be of comparable quality by the Investment Adviser.
Municipal obligations rated Baa or BBB may have speculative characteristics.
Also, changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity to make principal and interest payments than in the
case of higher rated obligations. Securities rated below Baa or BBB are commonly
known as "junk bonds". A Portfolio may retain an obligation whose rating drops
below B after its acquisition if such retention is considered desirable by the
Investment Adviser. See "Additional Risk Considerations". For a description of
municipal obligation ratings, see the Statement of Additional Information.
MUNICIPAL OBLIGATIONS. Municipal obligations include bonds, notes and commercial
paper issued by a municipality for a wide variety of both public and private
purposes, the interest on which is, in the opinion of bond counsel, exempt from
regular federal income tax. Public purpose municipal bonds include general
obligation and revenue bonds. General obligation bonds are backed by the taxing
power of the issuing municipality. Revenue bonds are backed by the revenues of a
project or facility, or from the proceeds of a specific revenue source. Some
revenue bonds are payable solely or partly from funds which are subject to
annual appropriations by a State's legislature. Municipal notes include bond
anticipation, tax anticipation and revenue anticipation notes. Bond, tax and
revenue anticipation notes are short-term obligations that will be retired with
the proceeds of an anticipated bond issue, tax revenue or facility revenue,
respectively. Under normal market conditions, a Portfolio will invest at least
65% of its total assets in obligations issued by its respective State or its
political subdivisions.
Interest income from certain types of municipal obligations may be subject to
the federal alternative minimum tax (the "AMT") for individual investors. As at
July 31, 1997, the Portfolios had invested in such obligations as follows (as a
percentage of net assets): Arizona Portfolio (10.1%); Colorado Portfolio
(26.1%); Connecticut Portfolio (19.8%); Michigan Portfolio (7.9%); Minnesota
Portfolio (17.2%); New Jersey Portfolio (23.6%); Pennsylvania Portfolio (25.1%);
and Texas Portfolio (33.2%). Distributions to corporate investors of certain
interest income may also be subject to the AMT. The Funds may not be suitable
for investors subject to the AMT.
FOR MINNESOTA INVESTORS. The Minnesota Portfolio intends to invest its assets so
as to comply with the requirement that, in order for exempt interest dividends
that are derived from interest income from specified Minnesota sources to be
exempt from regular Minnesota State personal income taxes, 95% or more of the
exempt interest dividends that are paid to all shareholders by the Minnesota
Fund must be derived from such specified Minnesota sources. Although the
Minnesota Portfolio has a policy of investing at least 65% of its total assets
in obligations issued by Minnesota and its political subdivisions, it will
generally invest at least 95% or more of its total assets in such obligations.
For corporate shareholders of the Minnesota Fund, exempt interest dividends
attributable to interest on all municipal obligations (whenever issued) eligible
for exemption from regular Minnesota personal income taxes are included in
taxable income and in alternative minimum taxable income for purposes of
determining the Minnesota franchise tax imposed on corporations subject to
Minnesota taxation.
CONCENTRATION. Each Portfolio will concentrate its investments in municipal
obligations issued by its respective State and that State's political
subdivisions. Each Portfolio is, therefore, more susceptible to factors
adversely affecting issuers in one State than mutual funds which do not
concentrate in a specific State. Municipal obligations of issuers in a single
State may be adversely effected by economic developments (including insolvency
of an issuer) and by legislation and other governmental activities in that
State. Municipal obligations that rely on an annual appropriation of funds by a
State's legislature for payment are also subject to the risk that the
legislature will not appropriate the necessary amounts or take other action
needed to permit the issuer of such obligations to make required payments. To
the extent that a Portfolio's assets are concentrated in municipal obligations
of issuers of a single State, that Portfolio may be subject to an increased risk
of loss. Each Portfolio may also invest in obligations issued by the governments
of Puerto Rico, the U.S. Virgin Islands and Guam. See the Appendix to this
Prospectus for a description of some of the economic and other factors relating
to the States and Puerto Rico.
In addition, each Portfolio may invest 25% or more of its total assets in
municipal obligations of the same type, including, without limitation, the
following: lease rental obligations of State and local authorities; obligations
dependent on annual appropriations by a State's legislature for payment;
obligations of State and local housing finance authorities, municipal utilities
systems or public housing authorities; obligations of hospitals or life care
facilities; or industrial development or pollution control bonds issued for
electric utility systems, steel companies, paper companies or other purposes.
This may make a Portfolio more susceptible to adverse economic, political, or
regulatory occurrences affecting a particular category of issuer. For example,
health care-related issuers are susceptible to medicaid reimbursement policies,
and national and State health care legislation. As a Portfolio's concentration
increases, so does the potential for fluctuation in the value of the
corresponding Fund's shares.
NON-DIVERSIFIED STATUS. As "non-diversified" investment companies, each
Portfolio may invest, with respect to 50% of its total assets, more than 5% (but
not more than 25%) of its total assets in the securities of any issuer. A
Portfolio is likely to invest a greater percentage of its assets in the
securities of a single issuer than would a diversified fund. Therefore, a
Portfolio is more susceptible to any single adverse economic or political
occurrence or development affecting issuers of the relevant State's municipal
obligations.
OTHER INVESTMENT PRACTICES
Each Portfolio may engage in the following investment practices, some of which
may be considered to involve "derivative" instruments because they derive their
value from another instrument, security or index. In addition, each Portfolio
may temporarily borrow up to 5% of the value of its total assets to satisfy
redemption requests or settle securities transactions.
WHEN-ISSUED SECURITIES. Each Portfolio may purchase securities on a "when-
issued" basis, which means that payment and delivery occur on a future
settlement date. The price and yield of such securities are generally fixed on
the date of commitment to purchase. However, the market value of the securities
may fluctuate prior to delivery and upon delivery the securities may be worth
more or less than a Portfolio agreed to pay for them. Each Portfolio may also
purchase instruments that give the Portfolio the option to purchase a municipal
obligation when and if issued.
INVERSE FLOATERS. Each Portfolio may invest in municipal securities whose
interest rates bear an inverse relationship to the interest rate on another
security or the value of an index ("inverse floaters"). An investment in inverse
floaters may involve greater risk than an investment in a fixed rate bond.
Because changes in the interest rate on the other security or index inversely
affect the residual interest paid on the inverse floater, the value of an
inverse floater is generally more volatile than that of a fixed rate bond.
Inverse floaters have interest rate adjustment formulas which generally reduce
or, in the extreme, eliminate the interest paid to a Portfolio when short-term
interest rates rise, and increase the interest paid to the Portfolio when
short-term interest rates fall. Inverse floaters have varying degrees of
liquidity, and the market for these securities is new and relatively volatile.
These securities tend to underperform the market for fixed rate bonds in a
rising interest rate environment, but tend to outperform the market for fixed
rate bonds when interest rates decline. Shifts in long-term interest rates may,
however, alter this tendency. Although volatile, inverse floaters typically
offer the potential for yields exceeding the yields available on fixed rate
bonds with comparable credit quality and maturity. These securities usually
permit the investor to convert the floating rate to a fixed rate (normally
adjusted downward), and this optional conversion feature may provide a partial
hedge against rising rates if exercised at an opportune time. Inverse floaters
are leveraged because they provide two or more dollars of bond market exposure
for every dollar invested.
FUTURES TRANSACTIONS. Each Portfolio may purchase and sell various kinds of
financial futures contracts and options thereon to hedge against changes in
interest rates. Futures contracts may be based on various debt securities (such
as U.S. Government securities and municipal obligations) and securities indices
(such as the Municipal Bond Index traded on the Chicago Board of Trade). Such
transactions involve a risk of loss or depreciation due to unanticipated adverse
changes in securities prices, which may exceed a Portfolio's initial investment
in these contracts. A Portfolio may not purchase or sell futures contracts or
related options, except for closing purchase or sale transactions, if
immediately thereafter the sum of the amount of margin deposits and premiums
paid on the Portfolio's outstanding positions would exceed 5% of the market
value of the Portfolio's net assets. These transactions involve transaction
costs. There can be no assurance that the Investment Adviser's use of futures
will be advantageous to a Portfolio. Distributions by a Fund of any gains
realized on its corresponding Portfolio's transactions in futures and options on
futures will be taxable.
INSURED OBLIGATIONS. Each Portfolio may purchase municipal bonds that are
additionally secured by insurance, bank credit agreements, or escrow accounts.
The credit quality of companies which provide such credit enhancements will
affect the value of those securities. Although the insurance feature reduces
certain financial risks, the premiums for insurance and the higher market price
paid for insured obligations may reduce a Fund's current yield. Insurance
generally will be obtained from insurers with a claims-paying ability rated Aaa
by Moody's or AAA by S&P or Fitch. The insurance does not guarantee the market
value of the insured obligations or the net asset value of a Fund's shares.
ADDITIONAL RISK CONSIDERATIONS
Many municipal obligations offering current income are rated investment grade or
below (Baa or BBB or lower) or are unrated. As indicated above, each Portfolio
may invest in municipal obligations rated below investment grade (but not lower
than B by Moody's, S&P or Fitch) and comparable unrated obligations. Municipal
obligations rated investment grade or below and comparable unrated municipal
obligations in which a Portfolio may invest will have speculative
characteristics in varying degrees. While such obligations may have some quality
and protective characteristics, these characteristics can be expected to be
offset or outweighed by uncertainties or major risk exposures to adverse
conditions. Lower rated and comparable unrated municipal obligations are subject
to the risk of an issuer's inability to meet principal and interest payments on
the obligations (credit risk) and may also be subject to greater price
volatility due to such factors as interest rate sensitivity, market perception
of the creditworthiness of the issuer and general market liquidity (market
risk). Lower rated or unrated municipal obligations are also more likely to
react to real or perceived developments affecting market and credit risk than
are more highly rated obligations, which react primarily to movements in the
general level of interest rates. The Investment Adviser seeks to minimize the
risks of investing in below investment grade securities through professional
investment analysis and attention to current developments in interest rates and
economic conditions. When a Portfolio invests in lower rated or unrated
municipal obligations, the achievement of the Portfolio's goals is more
dependent on the Investment Adviser's ability than would be the case if the
Portfolio were investing in municipal obligations in the higher rating
categories.
Municipal obligations held by a Portfolio which are rated below investment grade
but which, subsequent to the assignment of such rating, are backed by escrow
accounts containing U.S. Government obligations may be determined by the
Investment Adviser to be of investment grade quality for purposes of the
Portfolio's investment policies. A Portfolio may retain in its portfolio an
obligation whose rating drops below B after its acquisition, including defaulted
obligations, if such retention is considered desirable by the Investment
Adviser; provided, however, that holdings of obligations rated below Baa or BBB
will be less than 35% of net assets. In the event the rating of an obligation
held by a Portfolio is downgraded, causing the Portfolio to exceed this
limitation, the Investment Adviser will (in an orderly fashion within a
reasonable period of time) dispose of such obligations as it deems necessary in
order to comply with the Portfolio's credit quality limitations. In the case of
a defaulted obligation, a Portfolio may incur additional expense seeking
recovery of its investment.
The net asset value of shares will change in response to fluctuations in
prevailing interest rates and changes in the value of the securities held by its
corresponding Portfolio. When interest rates decline, the value of securities
held by a Portfolio can be expected to rise. Conversely, when interest rates
rise, the value of most portfolio security holdings can be expected to decline.
Changes in the credit quality of the issuers of municipal obligations held by a
Portfolio will affect the principal value of (and possibly the income earned on)
such obligations. In addition, the values of such securities are affected by
changes in general economic conditions and business conditions affecting the
specific industries of their issuers. Changes by recognized rating services in
their ratings of a security and in the ability of the issuer to make payments of
principal and interest may also affect the value of a Portfolio's investments.
The amount of information about the financial condition of an issuer of
municipal obligations may not be as extensive as that made available by
corporations whose securities are publicly traded. An investment in shares of a
Fund will not constitute a complete investment program.
At times, a substantial portion of the Portfolio's assets may be invested in
securities as to which the Portfolio, by itself or together with other accounts
managed by the Investment Adviser and its affiliates, holds a major portion or
all of such securities. Under adverse market or economic conditions or in the
event of adverse changes in the financial condition of the issuer, the Portfolio
could find it more difficult to sell such securities when the Investment Adviser
believes it advisable to do so or may be able to sell such securities only at
prices lower than if such securities were more widely held. Under such
circumstances, it may also be more difficult to determine the fair value of such
securities for purposes of computing the Portfolio's net asset value.
The secondary market for some municipal obligations issued within a State
(including issues which are privately placed with a Portfolio) is less liquid
than that for taxable debt obligations or other more widely traded municipal
obligations. No Portfolio will invest in illiquid securities if more than 15% of
its net assets would be invested in securities that are not readily marketable.
No established resale market exists for certain of the municipal obligations in
which a Portfolio may invest. The market for obligations rated below investment
grade is also likely to be less liquid than the market for higher rated
obligations. As a result, a Portfolio may be unable to dispose of these
municipal obligations at times when it would otherwise wish to do so at the
prices at which they are valued.
Certain securities held by the Portfolio may permit the issuer at its option to
"call", or redeem, its securities. If an issuer redeems securities held by the
Portfolio during a time of declining interest rates, the Portfolio may not be
able to reinvest the proceeds in securities providing the same investment return
as the securities redeemed.
Some of the securities in which a Portfolio invests may include so-called
"zero-coupon" bonds, whose values are subject to greater fluctuation in response
to changes in market interest rates than bonds which pay interest currently.
Zero-coupon bonds are issued at a significant discount from face value and pay
interest only at maturity rather than at intervals during the life of the
security. Each Portfolio is required to accrue income from zero- coupon bonds on
a current basis, even though it does not receive that income currently in cash
and each Fund is required to distribute its share of the Portfolio's income for
each taxable year. Thus, a Portfolio may have to sell other investments to
obtain cash needed to make income distributions.
Each Portfolio may invest in municipal leases, and participations in municipal
leases. The obligation of the issuer to meet its obligations under such leases
is often subject to the appropriation by the appropriate legislative body, on an
annual or other basis, of funds for the payment of the obligations. Investments
in municipal leases are thus subject to the risk that the legislative body will
not make the necessary appropriation and the issuer will not otherwise be
willing or able to meet its obligation.
EACH FUND AND PORTFOLIO HAVE ADOPTED CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
WHICH ARE ENUMERATED IN DETAIL IN THE STATEMENT OF ADDITIONAL INFORMATION AND
WHICH MAY NOT BE CHANGED UNLESS AUTHORIZED BY A SHAREHOLDER VOTE AND AN INVESTOR
VOTE, RESPECTIVELY. EXCEPT FOR SUCH ENUMERATED RESTRICTIONS AND AS OTHERWISE
INDICATED IN THIS PROSPECTUS, THE INVESTMENT OBJECTIVE AND POLICIES OF EACH FUND
AND PORTFOLIO ARE NOT FUNDAMENTAL POLICIES AND ACCORDINGLY MAY BE CHANGED BY THE
TRUSTEES OF THE TRUST AND THE PORTFOLIO WITHOUT OBTAINING THE APPROVAL OF A
FUND'S SHAREHOLDERS OR THE INVESTORS IN THE CORRESPONDING PORTFOLIO, AS THE CASE
MAY BE.
ORGANIZATION OF THE FUNDS AND THE PORTFOLIOS
EACH FUND IS A NON-DIVERSIFIED SERIES OF EATON VANCE MUNICIPALS TRUST, A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF
TRUST DATED SEPTEMBER 30, 1985, AS AMENDED. The Trustees of the Trust are
responsible for the overall management and supervision of its affairs. The Trust
may issue an unlimited number of shares of beneficial interest (no par value per
share) in one or more series (such as the Funds). The Trustees of the Trust have
divided the shares of each Fund into multiple classes, including Class A and
Class B shares. Each class represents an interest in a Fund, but is subject to
different expenses, rights and privileges. See "Distribution and Service Plans"
and "How to Buy Shares". The Trustees have the authority under the Declaration
of Trust to create additional classes of shares with differing rights and
privileges. As a result of a reorganization with separate series of the Trust,
the Funds commenced offering Class A and Class B shares on August 1, 1997.
When issued and outstanding, shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Shares". There are no
annual meetings of shareholders, but special meetings may be held as required by
law to elect Trustees and consider certain other matters. Shareholders are
entitled to one vote for each full share held. Fractional shares may be voted
proportionately. Shares of a Fund will be voted together except that only
shareholders of a particular class may vote on matters affecting only that
class. Shares have no preemptive or conversion rights and are freely
transferable. In the event of the liquidation of a Fund, shareholders of each
class are entitled to share pro rata in the net assets attributable to that
class available for distribution to shareholders.
The Trustees of the Trust have considered the advantages and disadvantages of
investing the assets of each Fund in its corresponding Portfolio, as well as the
advantages and disadvantages of the two-tier format. The Trustees believe that
the structure offers opportunities for growth in the assets of the Portfolios,
may afford the potential for economies of scale for each Fund (at least when the
assets of its corresponding Portfolio exceed $500 million) and may over time
result in lower expenses for a Fund.
EACH PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE OF NEW YORK
AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. In addition
to selling an interest to its corresponding Fund, a Portfolio may sell interests
to other affiliated and non-affiliated mutual funds or institutional investors.
Such investors will invest in a Portfolio on the same terms and conditions and
will pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in a Portfolio are not required to sell their shares at the
same public offering price as the corresponding Fund or class due to variations
in sales commissions and other operating expenses. Therefore, these differences
may result in differences in returns experienced by investors in the various
classes and funds that invest in its corresponding Portfolio. Information
regarding other pooled investment entities or funds which invest in a Portfolio
may be obtained by contacting the Principal Underwriter, 24 Federal Street,
Boston, MA 02110 (617) 482-8260.
Whenever a Fund as an investor in a Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Fund will hold a meeting of Fund shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from Fund
shareholders. A Fund shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in a Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the corresponding Fund to withdraw
its investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, a Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of a
Fund. Notwithstanding the above, there are other means for meeting shareholder
redemption requests, such as borrowing.
A Fund may withdraw (completely redeem) all its assets from its corresponding
Portfolio at any time if the Board of Trustees of the Trust determines that it
is in the best interest of that Fund to do so. In the event a Fund withdraws all
of its assets from its corresponding Portfolio, or the Board of Trustees of the
Trust determines that the investment objective of such Portfolio is no longer
consistent with the investment objective of the Fund, the Trustees would
consider what action might be taken, including investing the assets of such Fund
in another pooled investment entity or retaining an investment adviser to manage
the Fund's assets in accordance with its investment objective. A Fund's
investment performance may be affected by a withdrawal of all its assets (or the
assets of another investor in the Portfolio) from its corresponding Portfolio.
Although each Fund offers only its own shares of beneficial interest, it is
possible that a Fund or class might become liable for a misstatement or omission
in this Prospectus regarding another Fund or class because the Funds use this
combined Prospectus. The Trustees of the Trust have considered this factor in
approving the use of a combined Prospectus.
MANAGEMENT OF THE FUNDS AND THE PORTFOLIOS
EACH PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT ADVISER.
EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931.
Acting under the general supervision of the Board of Trustees of each Portfolio,
BMR manages each Portfolio's investments and affairs. BMR also furnishes for the
use of each Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Portfolios. Under
its investment advisory agreement with a Portfolio, BMR receives a monthly
advisory fee equal to the aggregate of
(a) a daily asset based fee computed by applying the annual asset rate
applicable to that portion of the total daily net assets in each Category as
indicated below, plus
(b) a daily income based fee computed by applying the daily income rate
applicable to that portion of the total daily gross income (which portion
shall bear the same relationship to the total daily gross income on such day
as that portion of the total daily net assets in the same Category bears to
the total daily net assets on such day) in each Category as indicated below:
Annual Daily
Category Daily Net Assets Asset Rate Income Rate
- -------------------------------------------------------------------------------
1 up to $20 million 0.100% 1.00%
2 $20 million but less than $40 million 0.200% 2.00%
3 $40 million but less than $500 million 0.300% 3.00%
4 $500 million but less than $1 billion 0.275% 2.75%
5 $1 billion but less than $1.5 billion 0.250% 2.50%
6 $1.5 billion but less than $2 billion 0.225% 2.25%
7 $2 billion but less than $3 billion 0.200% 2.00%
8 $3 billion and over 0.175% 1.75%
For the fiscal year ended July 31, 1997, each Portfolio paid advisory fees
equivalent to the percentage of average daily net assets stated below.
Net Assets as of
Portfolio July 31, 1997 Advisory Fee
- --------------------------------------------------------------------------------
Arizona $112,471,793 0.40%
Colorado 42,624,444 0.26%
Connecticut 174,977,590 0.43%
Michigan 150,223,646 0.42%
Minnesota 70,673,674 0.35%
New Jersey 352,772,070 0.46%
Pennsylvania 402,220,740 0.47%
Texas 21,676,141 0.18%
BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
APPROXIMATELY $20 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton
Vance Corp., a publicly-held holding company which through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities. The Principal Underwriter is a wholly-owned subsidiary of
Eaton Vance.
William H. Ahern has acted as portfolio manager of the Colorado Portfolio since
June 1, 1997 and the Connecticut Portfolio since November 24, 1997. Mr. Ahern
manages other Eaton Vance portfolios, has been a Vice President of Eaton Vance
and BMR since 1996, and served as an analyst/ trader at Eaton Vance beginning in
1989.
Timothy T. Browse has acted as the portfolio manager of the Michigan Portfolio
since it commenced operations and the Pennsylvania Portfolio since December 1,
1995. He has been a Vice President of Eaton Vance and BMR since 1993 and a
manager of other Eaton Vance portfolios since 1992.
Cynthia J. Clemson has acted as the portfolio manager of the Arizona Portfolio
since January 1, 1994. Ms. Clemson manages other Eaton Vance portfolios, has
been a Vice President of Eaton Vance and BMR since 1993, and served as a high
yield municipal bond analyst at Eaton Vance beginning in 1985.
Robert B. MacIntosh has acted as the portfolio manager of the New Jersey
Portfolio since it commenced operations and the Minnesota Portfolio since
November 1, 1996. Mr. MacIntosh manages other Eaton Vance portfolios and is a
Vice President of Eaton Vance and BMR.
Thomas M. Metzold has acted as the portfolio manager of the Texas Portfolio
since November 24, 1997. He manages other Eaton Vance portfolios and is a Vice
President of Eaton Vance and BMR.
Municipal obligations are normally traded on a net basis (without commission)
through broker-dealers and banks acting for their own account. Such firms
attempt to profit from such transactions by buying at the bid price and selling
at the higher asked price of the market, and the difference is customarily
referred to as the spread. In selecting firms which will execute portfolio
transactions, BMR judges their professional ability and quality of service and
uses its best efforts to obtain execution at prices which are advantageous to
the Portfolios and at reasonably competitive spreads. Subject to the foregoing,
BMR may consider sales of shares of the Funds or of other investment companies
sponsored by BMR or Eaton Vance as a factor in the selection of firms to execute
portfolio transactions. The Trust, each Portfolio and BMR have adopted Codes of
Ethics relating to personal securities transactions. The Codes permit Eaton
Vance personnel to invest in securities (including securities that may be
purchased or held by a Portfolio) for their own accounts, subject to certain
pre-clearance, reporting and other restrictions and procedures contained in such
Codes.
The Trust has retained the services of Eaton Vance to act as Administrator of
the Funds. The Trust has not retained the services of an investment adviser
since the Trust seeks to achieve the investment objective of each Fund by
investing its assets in the corresponding Portfolio. As Administrator, Eaton
Vance provides the Funds with general office facilities and supervises the
overall administration of the Funds. For these services Eaton Vance currently
receives no compensation. The Trustees of the Trust may determine, in the
future, to compensate Eaton Vance for such services.
The Portfolios and the Funds, as the case may be, will each be responsible for
all respective costs and expenses not expressly stated to be payable by BMR
under the investment advisory agreement, by Eaton Vance under the administrative
services agreement, or by the Principal Underwriter under the distribution
agreement.
DISTRIBUTION AND SERVICE PLANS
The Trust has adopted a Service Plan (the "Class A Plan") for each Fund's Class
A shares that is designed to meet the service fee requirements of the sales
charge rule of the National Association of Securities Dealers, Inc. THE CLASS A
PLAN PROVIDES THAT EACH CLASS A MAY MAKE SERVICE FEE PAYMENTS FOR PERSONAL
SERVICES AND/OR THE MAINTENANCE OF SHAREHOLDER ACCOUNTS TO THE PRINCIPAL
UNDERWRITER, FINANCIAL SERVICE FIRMS ("AUTHORIZED FIRMS") AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR ANY FISCAL YEAR.
The Trustees of the Trust have initially implemented the Class A Plan by
authorizing Class A to make quarterly service fee payments to the Principal
Underwriter and Authorized Firms in amounts not expected to exceed .20% of its
average daily net assets for any fiscal year which is based on the value of
Class A shares sold by such persons and remaining outstanding for at least
twelve months. However, the Class A Plan authorizes the Trustees of the Trust to
increase payments without action by Class A shareholders of any Fund, provided
that the aggregate amount of payments made in any fiscal year does not exceed
.25% of average daily net assets.
The Trust has also adopted a Distribution Plan ("Class B Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940 ("1940 Act") for each Fund's
Class B shares. The Plan is designed to permit an investor to purchase shares
through an Authorized Firm without incurring an initial sales charge and at the
same time permit the Principal Underwriter to compensate Authorized Firms in
connection therewith. UNDER SUCH PLAN, EACH CLASS B PAYS THE PRINCIPAL
UNDERWRITER A FEE, ACCRUED DAILY AND PAID MONTHLY, AT AN ANNUAL RATE NOT
EXCEEDING .75% OF ITS AVERAGE DAILY NET ASSETS TO FINANCE THE DISTRIBUTION OF
ITS SHARES. Such fees compensate the Principal Underwriter for sales commissions
paid by it to Authorized Firms on the sale of Class B shares and for interest
expenses. The Principal Underwriter uses its own funds to pay sales commissions
(except on exchange transactions and reinvestments) to Authorized Firms at the
time of sale equal to 4% of the purchase price of the Class B shares sold by
such Firms. CDSCs paid to the Principal Underwriter will be used to reduce
amounts owed to it. Because payments to the Principal Underwriter under the
Class B Plan are limited, uncovered distribution charges (sales commissions paid
by the Principal Underwriter plus interest, less the above fees and CDSCs
received by it) may exist indefinitely. During the fiscal year ended July 31,
1997, each Class B (which was then a seperate series fund) paid sales
commissions equivalent to .75% of average daily net assets. As of July 31, 1997,
the outstanding uncovered distribution charges of the Principal Underwriter on
such day calculated under the Class B Plan amounted to approximately $3,305,000
(equivalent to 3.0% of net assets on such day) in the case of Arizona Class B,
$1,522,000 (equivalent to 3.7% of net assets on such day) in the case of
Colorado Class B, $5,372,000 (equivalent to 3.1% of net assets on such day) in
the case of Connecticut Class B, $3,764,000 (equivalent to 2.5% of net assets on
such day) in the case of Michigan Class B, $2,052,000 (equivalent to 3.0% of net
assets on such day) in the case of Minnesota Class B, $8,681,000 (equivalent to
2.5% of net assets on such day) in the case of New Jersey Class B, $10,506,000
(equivalent to 2.7% of net assets on such day) in the case of Pennsylvania Class
B, and $570,000 (equivalent to 2.7% of net assets on such day) in the case of
Texas Class B.
THE CLASS B PLAN ALSO AUTHORIZES EACH CLASS B TO MAKE PAYMENTS OF SERVICE FEES
TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF ITS AVERAGE DAILY NET ASSETS FOR PERSONAL SERVICES, AND/ OR
THE MAINTENANCE OF SHAREHOLDER ACCOUNTS. The Trustees of the Trust have
initially implemented this provision of the Class B Plan by authorizing each
Class B to make quarterly service fee payments to the Principal Underwriter and
Authorized Firms in amounts not expected to exceed .20% of the average daily net
assets for any fiscal year which is based on the value of Class B shares sold by
such persons and remaining outstanding for at least 12 months. This fee is paid
quarterly in arrears based on the value of Class B shares sold by such persons
and remaining outstanding for at least twelve months. For the fiscal year ended
July 31, 1997, each Class B paid or accrued service fees as follows (as an
annualized percentage of average daily net assets): Arizona Class B (0.18%);
Colorado Class B (0.17%); Connecticut Class B (0.18%); Michigan Class B (0.18%);
Minnesota Class B (0.18%); New Jersey Class B (0.18%); Pennsylvania Class B
(0.19%); and Texas Class B (0.19%).
The Principal Underwriter may, from time to time, at its own expense, provide
additional incentives to Authorized Firms which employ registered
representatives who sell Fund shares and/or shares of other funds distributed by
the Principal Underwriter. In some instances, such additional incentives may be
offered only to certain Authorized Firms whose representatives sell or are
expected to sell significant amounts of shares. In addition, the Principal
Underwriter may from time to time increase or decrease the sales commissions
payable to Authorized Firms. The Principal Underwriter may at times allow
discounts up to the full sales charge. During periods when the discount includes
the full sales charge, Authorized Firms may be deemed to be underwriters as that
term is defined in the Securities Act of 1933.
The Trust may, in its absolute discretion, suspend, discontinue or limit the
offering of one or more of its classes of shares at any time. In determining
whether any such action should be taken, the Trust's management intends to
consider all relevant factors, including (without limitation) the size of a Fund
or class, the investment climate and market conditions, the volume of sales and
redemptions of shares, and in the case of Class B shares, the amount of
uncovered distribution charges of the Principal Underwriter. The Plans may
continue in effect and payments may be made under the Plans following any such
suspension, discontinuance or limitation of the offering of shares; however,
there is no contractual obligation to continue any Plans for any particular
period of time. Suspension of the offering of shares would not, of course,
affect a shareholder's ability to redeem shares.
VALUING SHARES
EACH FUND VALUES ITS SHARES ONCE EACH DAY THE NEW YORK STOCK EXCHANGE (THE
"EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). Each Class's net asset value per
share is determined by the Trust's custodian, Investors Bank & Trust Company
("IBT"), (as agent for the Trust) in the manner authorized by the Trustees of
the Trust. The net asset value of each Class is computed by dividing the value
of that Class's pro rata share of each Fund's total assets, less its
liabilities, by the number of shares of that Class outstanding. Because each
Fund invests its assets in an interest in its corresponding Portfolio, each
Class's net asset value will reflect the value of each Fund's interest in the
Portfolio (which, in turn, reflects the underlying value of the Portfolio's
assets and liabilities).
Authorized Firms must communicate an investor's order to the Principal
Underwriter by a specific time each day to receive that day's public offering
price per share. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter. The Fund has approved the acceptance of
purchase and redemption orders as of the time of their receipt by certain
Authorized Firms (or their designated intermediaries).
Each Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT (as custodian and agent for the Portfolio) based
on market or fair value in the manner authorized by the Trustees of the
Portfolio. Net asset value is computed by subtracting the liabilities of a
Portfolio from the value of its total assets. Municipal obligations will
normally be valued on the basis of valuations furnished by a pricing service.
SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY MULTIPLYING THE
NUMBER OF SHARES OWNED BY THE CURRENT NET ASSET VALUE PER SHARE.
HOW TO BUY SHARES
SHARES OF A FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
ACCEPTABLE SECURITIES. Class A shares are purchased at the effective public
offering price, which price is based on the effective net asset value per share
plus the applicable sales charge. The sales charge is divided between the
Authorized Firm and the Principal Underwriter. Class B shares are purchased at
the net asset value per share next determined after an order is effective. An
Authorized Firm may charge its customers a fee in connection with transactions
executed by that Firm. The Trust may suspend the offering of shares at any time
and may refuse an order for the purchase of shares. Shares of each Fund are
offered for sale only in States where such shares may be legally sold.
An initial investment must be at least $1,000. Once an account has been
established the investor may send investments of $50 or more at any time
directly to the Trust's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123. The
$1,000 minimum initial investment is waived for Bank Automated Investing
accounts, which may be established with an investment of $50 or more. See "Eaton
Vance Shareholder Services".
CLASS A SHARES. The sales charge may vary depending on the size of the purchase
and the number of Class A shares of Eaton Vance funds the investor may already
own, any arrangement to purchase additional shares during a 13- month period or
special purchase programs. Complete details of how investors may purchase shares
at reduced sales charges under a Statement of Intention or Right of Accumulation
are available from Authorized Firms or the Principal Underwriter.
The current sales charges and dealer commissions are:
Sales Charge Sales Charge Dealer Commission
as Percentage of as Percentage of as Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
- --------------------------------------------------------------------------------
Less than $25,000 4.75% 4.99% 4.50%
$25,000 but less than
$100,000 4.50 4.71 4.25
$100,000 but less
than $250,000 3.75 3.90 3.50
$250,000 but less
than $500,000 3.00 3.09 2.75
$500,000 but less
than $1,000,000 2.00 2.04 2.00
$1,000,000 or more 0.00* 0.00* 0.50
* No sales charge is payable at the time of purchase on investments of $1
million or more, or where the amount invested represents redemption proceeds
from a mutual fund unaffiliated with Eaton Vance, if the redemption occurred
no more than 60 days' prior to the purchase of Fund shares and the redeemed
shares were potentially subject to a sales charge. A CDSC of 0.50% will be
imposed on such investments (as described below) in the event of certain
redemptions within 12 months of purchase.
Class A shares may be sold at net asset value to current and retired Directors
and Trustees of Eaton Vance funds, including the Portfolios; to clients and
current and retired officers and employees of Eaton Vance, its affiliates and
other investment advisers of Eaton Vance sponsored funds; to registered
representatives and employees of Authorized Firms and bank employees who refer
customers to registered representatives of Authorized Firms; to officers and
employees of IBT and the Transfer Agent; and to such persons' spouses and
children under the age of 21 and their beneficial accounts. Class A shares may
also be issued at net asset value (1) in connection with the merger of an
investment company or series thereof with a Fund, (2) to investors making an
investment as part of a fixed fee program whereby an entity unaffiliated with
the Investment Adviser provides multiple investment services, such as
management, brokerage and custody, and (3) to investment advisors, financial
planners or other intermediaries who place trades for their own accounts or the
accounts of their clients and who charge a management, consulting or other fee
for their services; clients of such investment advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediary on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code") and "rabbi trusts".
STATEMENT OF INTENTION AND ESCROW AGREEMENT. If the investor, on an application,
makes a Statement of Intention to invest a specified amount over a thirteen
month period in Class A shares, then out of the initial purchase (or subsequent
purchases if necessary) 5% of the dollar amount specified on the application
shall be held in escrow by the escrow agent in the form of such shares (computed
to the nearest full share at the public offering price applicable to the initial
purchase hereunder) registered in the investor's name. All income dividends and
capital gains distributions on escrowed shares will be paid to the investor or
to the investor's order. When the minimum investment so specified is completed,
the escrowed shares will be delivered to the investor. If the investor has an
accumulation account the shares will remain on deposit under the investor's
account.
If total purchases under this Statement of Intention are less than the amount
specified, the investor will promptly remit to the Principal Underwriter any
difference between the sales charge on the amount specified and on the amount
actually purchased. If the investor does not within 20 days after written
request by the Principal Underwriter or the Authorized Firm pay such difference
in sales charge, the escrow agent will redeem an appropriate number of the
escrowed shares in order to realize such difference. Full shares remaining after
any such redemption together with any excess cash proceeds of the shares so
redeemed will be delivered to the investor or to the investor's order by the
escrow agent.
If total purchases made under this Statement are large enough to qualify for a
lower sales charge than that applicable to the amount specified, all
transactions will be computed at the expiration date of this Statement to give
effect to the lower charge. Any difference in sales charge will be refunded to
the investor in cash, or applied to the purchase of additional shares at the
lower charge if specified by the investor. This refund will be made by the
Authorized Firm and by the Principal Underwriter. If at the time of the
recomputation an Authorized Firm other than the original Firm is placing the
orders, the adjustment will be made only on those shares purchased through the
Firm then handling the investor's account.
ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares. The minimum value of securities (or securities and cash) accepted
for deposit is $5,000. Securities accepted will be sold on the day of their
receipt or as soon thereafter as possible. The number of Fund shares to be
issued in exchange for securities will be the aggregate proceeds from the sale
of such securities, divided by the applicable public offering price of Class A
shares or net asset value of Class B shares on the day such proceeds are
received. Eaton Vance will use reasonable efforts to obtain the then current
market price for such securities but does not guarantee the best available
price. Eaton Vance will absorb any transaction costs, such as commissions, on
the sale of the securities.
Securities determined to be acceptable should be transferred via book entry or
physically delivered, in proper form for transfer, through an Authorized Firm,
together with a completed and signed Letter of Transmittal in approved form
(available from Authorized Firms), as follows:
IN THE CASE OF BOOK ENTRY: IN THE CASE OF PHYSICAL DELIVERY:
Deliver through Depository Trust Co. Investors Bank & Trust Company
Broker #2212 Attention: Eaton Vance [State name]
Investors Bank & Trust Company Municipals Fund (and Class)
For A/C Eaton Vance [State name] Physical Securities Processing
Municipals Fund (and Class) Settlement Area
200 Clarendon Street
Boston, MA 02116
Investors who are contemplating an exchange of securities for shares, or their
representatives, must contact Eaton Vance to determine whether the securities
are acceptable before forwarding such securities. Eaton Vance reserves the right
to reject any securities. Exchanging securities for shares may create a taxable
gain or loss. Each investor should consult his or her tax adviser with respect
to the particular federal, State and local tax consequences of exchanging
securities.
IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
HOW TO REDEEM SHARES
A SHAREHOLDER MAY REDEEM SHARES IN ONE OF THREE WAYS -- BY MAIL, BY TELEPHONE OR
THROUGH AN AUTHORIZED FIRM. The redemption price will be based on the net asset
value per share next computed after a redemption request is received in the
proper form as described below. Within seven days after receipt of a redemption
request in good order by the Transfer Agent, the Trust will make payment in cash
for the net asset value of the shares as of the date determined above, reduced
by the amount of any applicable CDSC (described below) and any federal income
tax required to be withheld.
REDEMPTION BY MAIL: Shares may be redeemed by delivering to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123,
during its business hours a written request for redemption in good order, plus
any share certificates with executed stock powers. Good order means that all
relevant documents must be endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) must be guaranteed by a member of either the
Securities Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan institutions,
credit unions, securities dealers, securities exchanges, clearing agencies and
registered securities associations as required by a Commission regulation and
acceptable to the Transfer Agent. In addition, in some cases, good order may
require the furnishing of additional documents such as where shares are
registered in the name of a corporation, partnership or fiduciary.
REDEMPTION BY TELEPHONE: Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such
redemptions can be effected by calling the Transfer Agent at 800-262-1122,
Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The
proceeds of a telephone redemption may be no greater than the maximum amount
established by the Principal Underwriter (currently $50,000) and may be mailed
only to the account address of record. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary arrangements, may not be
redeemed by telephone. Neither the Trust, the Principal Underwriter nor the
Transfer Agent will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated by telephone are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone redemption may be difficult to
implement.
REDEMPTION THROUGH AN AUTHORIZED FIRM: To sell shares at their net asset value
through an Authorized Firm (a repurchase), a shareholder can place a repurchase
order with the Authorized Firm, which may charge a fee. The value of such shares
is based upon the net asset value calculated after the Principal Underwriter, as
the Trust's agent, receives the order. It is the Authorized Firm's
responsibility to transmit promptly repurchase orders to the Principal
Underwriter. Throughout this Prospectus, the word "redemption" is generally
meant to include a repurchase.
While normally payments will be made in cash for redeemed shares, the Trust,
subject to compliance with applicable regulations, has reserved the right to pay
the redemption price of shares of a Fund, either totally or partially, by a
distribution in kind of readily marketable securities withdrawn from its
corresponding Portfolio. The securities so distributed would be valued pursuant
to the Portfolio's valuation procedures. If a shareholder received a
distribution in kind, the shareholder could incur brokerage or other charges in
converting the securities to cash.
If shares were recently purchased, the proceeds of a redemption will not be sent
until the check (including a certified or cashier's check) received for the
shares purchased has cleared. Payment for shares tendered for redemption may be
delayed up to 15 days from the purchase date when the purchase check has not yet
cleared. Redemptions may result in a taxable gain or loss.
Due to the high cost of maintaining small accounts, the Trust reserves the right
to redeem accounts with balances of less than $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. However, no such redemption would be required if the cause of the low
account balance was a reduction in the net asset value of shares. No CDSC will
be imposed with respect to involuntary redemptions.
CONTINGENT DEFERRED SALES CHARGE. Each class of shares is subject to a CDSC on
certain redemptions. The CDSC is calculated based on the lower of the net asset
value at the time of purchase or the time of redemption. Shares acquired through
the reinvestment of distributions are exempt. Redemptions are made first from
shares in the account which are not subject to a CDSC.
In calculating a CDSC upon the redemption of shares acquired in an exchange, the
shares are deemed to have been acquired at the time of the original purchase of
the exchanged shares and, in the case of Class B shares, the CDSC schedule
applicable to the exchanged shares will apply to the acquired shares. No CDSC is
imposed on shares sold to Eaton Vance or its affiliates, or to their respective
employees or clients. Shares acquired as the result of a merger or liquidation
of another Eaton Vance sponsored fund generally will be subject to the same CDSC
rate imposed by the prior fund.
CLASS A SHARES. If Class A shares are purchased at net asset value because the
purchase amount is $1 million or more, or because the amount invested represents
redemption proceeds from an unaffiliated mutual fund (as described under "How to
Buy Shares"), they will be subject to a .50% CDSC if redeemed within 12 months
of purchase.
CLASS B SHARES. Class B shares will be subject to the following CDSC schedule:
Year of
Redemption
After Purchase CDSC
- ---------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
The Class B CDSC is waived for redemptions (1) pursuant to a Withdrawal Plan
(see "Eaton Vance Shareholder Services"), (2) as part of a required minimum
distribution from a tax-sheltered retirement plan, or (3) following the death of
all beneficial owners of shares, provided the redemption is requested within one
year of death (a death certificate and other applicable documents may be
required).
REPORTS TO SHAREHOLDERS
EACH FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual reports
are audited by the independent accountants. Shortly after the end of each
calendar year, shareholders will be furnished with information necessary for
preparing federal and State tax returns. Consistent with applicable law,
duplicate mailings of shareholder reports and certain other Fund information to
shareholders residing at the same address may be eliminated.
THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF SHARES, THE TRANSFER AGENT WILL
SET UP A LIFETIME INVESTING ACCOUNT FOR THE INVESTOR ON THE TRUST'S RECORDS.
This account is a complete record of all transactions which at all times shows
the balance of shares owned. The Trust will not issue share certificates except
upon request.
At least quarterly, shareholders will receive a statement showing complete
details of any transaction and the current share balance in the account. THE
LIFETIME INVESTING ACCOUNT ALSO PERMITS A SHAREHOLDER TO MAKE ADDITIONAL
INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50 OR MORE to the Transfer Agent.
Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (please provide the name of the
shareholder, the Fund and Class, and the account number).
THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL LIFETIME INVESTING
ACCOUNTS and may be changed as often as desired by written notice to the Trust's
dividend disbursing agent, First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123. The currently effective option will appear on each
account statement.
SHARE OPTION -- Dividends and capital gains will be reinvested in additional
shares.
INCOME OPTION -- Dividends will be paid in cash, and capital gains will be
reinvested in additional shares.
CASH OPTION -- Dividends and capital gains will be paid in cash.
The SHARE OPTION will be assigned if no other option is specified.
Distributions, including those reinvested, will be reduced by any withholding
required under the federal income tax laws.
If shareholder communications are returned by the United States Postal Service
or other delivery service as not deliverable, the distribution option on the
account will be automatically changed to the SHARE OPTION until such time as the
shareholder selects a different option. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.
DISTRIBUTION INVESTMENT OPTION. In addition to the distribution options set
forth above, dividends and/or capital gains may be invested in additional shares
of another Eaton Vance fund. Before selecting this option, a shareholder should
obtain a prospectus of the other Eaton Vance fund and consider its objectives
and policies carefully.
"STREET NAME" ACCOUNTS. If shares are held in a "street name" account with an
Authorized Firm, all recordkeeping, transaction processing and payments of
distributions relating to the beneficial owner's account will be performed by
the Authorized Firm, and not by the Trust and its Transfer Agent. Since the
Trust will have no record of the beneficial owner's transactions, a beneficial
owner should contact the Authorized Firm to purchase, redeem or exchange shares,
to make changes in or give instructions concerning the account, or to obtain
information about the account. The transfer of shares in a "street name" account
to an account with another Authorized Firm or to an account directly with the
Trust involves special procedures and will require the beneficial owner to
obtain historical purchase information about the shares in the account from the
Authorized Firm. Before establishing a "street name" account with an Authorized
Firm, or transferring the account to another Authorized Firm, an investor
wishing to reinvest distributions should determine whether the Authorized Firm
which will hold the shares allows reinvestment of distributions in "street name"
accounts.
THE EATON VANCE EXCHANGE PRIVILEGE
Shares of each Fund currently may be exchanged for shares of the same class of
one or more other funds in the Eaton Vance Group of Funds. Class A shares may
also be exchanged for shares of Eaton Vance Cash Management Fund, Eaton Vance
Income Fund of Boston, Eaton Vance Municipal Bond Fund L.P. and Eaton Vance Tax
Free Reserves. Class B shares may also be exchanged for shares of Eaton Vance
Prime Rate Reserves, which are subject to an early withdrawal charge, or shares
of Eaton Vance Money Market Fund, which are subject to a CDSC, and shares of a
money market fund sponsored by an Authorized Firm and approved by the Principal
Underwriter (an "Authorized Firm fund"). Any such exchange will be made on the
basis of the net asset value per share of each fund/class at the time of the
exchange (plus, in the case of an exchange made within six months of the date of
purchase of Class A shares subject to an initial sales charge, an amount equal
to the difference, if any, between the sales charge previously paid on the
shares being exchanged and the sales charge payable on the shares being
acquired). Exchange offers are available only in States where shares of the fund
being acquired may be legally sold. Exchanges are subject to any restrictions or
qualifications set forth in the current prospectus of any such fund.
Each exchange must involve shares which have a net asset value of at least
$1,000. The exchange privilege may be changed or discontinued without penalty.
Shareholders will be given sixty (60) days' notice prior to any termination or
material amendment of the exchange privilege. The Trust does not permit the
exchange privilege to be used for "Market Timing" and may terminate the exchange
privilege for any shareholder account engaged in Market Timing activity. Any
shareholder account for which more than two round-trip exchanges are made within
any twelve month period will be deemed to be engaged in Market Timing.
Furthermore, a group of unrelated accounts for which exchanges are entered
contemporaneously by a financial intermediary will be considered to be engaged
in Market Timing.
The Transfer Agent makes exchanges at the next determined net asset value after
receiving an exchange request in good order (see "How to Redeem Shares").
Consult the Transfer Agent for additional information concerning the exchange
privilege. Applications and prospectuses of other funds are available from
Authorized Firms or the Principal Underwriter. The prospectus for each fund
describes its investment objectives and policies, and shareholders should obtain
a prospectus and consider these objectives and policies carefully before
requesting an exchange.
No CDSC is imposed on exchanges. For purposes of calculating the CDSC upon
redemption of shares acquired in an exchange, the CDSC schedule applicable to
the shares at the time of purchase will apply and the purchase of shares
acquired in one or more exchanges is deemed to have occurred at the time of the
original purchase of the exchanged shares, except that time during which shares
are held in an Authorized Firm fund will not be credited toward completion of
the CDSC period. For the CDSC schedule applicable to Class B shares (except
Prime Rate Reserves and Class B shares of the Limited Maturity Funds), see "How
to Redeem Shares". The CDSC or early withdrawal charge schedule applicable to
Prime Rate Reserves and Class B shares of the Limited Maturity Funds is 3%,
2.5%, 2% or 1% in the event of a redemption occurring in the first, second,
third or fourth year, respectively, after the original share purchase.
Telephone exchanges are accepted by the Transfer Agent provided the investor has
not disclaimed in writing the use of the privilege. To effect such exchanges,
call the Transfer Agent at 800-262-1122, Monday through Friday, 9:00 a.m. to
4:00 p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Trust, the Principal Underwriter nor the Transfer Agent
will be responsible for the authenticity of exchange instructions received by
telephone, provided that reasonable procedures to confirm that instructions
communicated are genuine have been followed. Telephone instructions will be tape
recorded. In times of drastic economic or market changes, a telephone exchange
may be difficult to implement. An exchange may result in a taxable gain or loss.
EATON VANCE SHAREHOLDER SERVICES
THE TRUST OFFERS THE FOLLOWING SERVICES, WHICH ARE VOLUNTARY, INVOLVE NO EXTRA
CHARGE, AND MAY BE CHANGED OR DISCONTINUED WITHOUT PENALTY AT ANY TIME. Full
information on each of the services described below and an application, where
required, are available from Authorized Firms or the Principal Underwriter. The
cost of administering such services for the benefit of shareholders who
participate in them is borne by the applicable Fund or Class as an expense to
all shareholders.
INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of the Fund
and specifying the Class being purchased may be mailed directly to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123 at any time -- whether or not dividends are reinvested. The name of
the shareholder, the Fund and Class and the account number should accompany each
investment.
BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of
$50 or more may be made automatically each month or quarter from a shareholder's
bank account. The $1,000 minimum initial investment and small account redemption
policy are waived for these accounts.
WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically with
monthly or quarterly checks. For Class B shares, any such withdrawals may not in
the aggregate exceed 12% annually of the account balance at the time the plan is
established. Such amount will not be subject to the Class B CDSC. See "How to
Redeem Shares". A minimum deposit of $5,000 in shares is required. The
maintenance of a withdrawal plan concurrently with purchases of additional Class
A shares would be disadvantageous because of the sales charge included in such
purchases.
STATEMENT OF INTENTION: Purchases of $25,000 or more of Class A shares made
over a 13-month period are eligible for reduced sales charges. See "How to Buy
Shares -- Statement of Intention and Escrow Agreement."
RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges on Class
A shares when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $25,000 or more. Class A shares of the Eaton
Vance funds listed under "The Eaton Vance Exchange Privilege" may be combined
under the Statement of Intention and Right of Accumulation.
REINVESTMENT PRIVILEGE: A shareholder who has redeemed shares may reinvest, with
credit for any CDSC paid on the redeemed shares, any portion or all of the
redemption proceeds (plus that amount necessary to acquire a fractional share to
round off the purchase to the nearest full share) in the same shares (or for
Class A shares in Class A shares of any other Eaton Vance fund), provided that
the reinvestment is effected within 60 days after such redemption, and the
privilege has not been used more than once in the prior 12 months. Shares are
sold to a reinvesting shareholder at the next determined net asset value
following timely receipt of a written purchase order by the Principal
Underwriter or by the Trust (or by the Trust's Transfer Agent). To the extent
that any shares are sold at a loss and the proceeds are reinvested in shares (or
other shares are acquired) within the period beginning 30 days before and ending
30 days after the date of the redemption some or all of the loss generally will
not be allowed as a tax deduction. Shareholders should consult their tax
advisers concerning the tax consequences of reinvestments.
DISTRIBUTIONS AND TAXES
SUBSTANTIALLY ALL OF THE INVESTMENT INCOME ALLOCATED TO A FUND BY ITS
CORRESPONDING PORTFOLIO, LESS THE FUND'S DIRECT AND ALLOCATED EXPENSES AND
CLASS-SPECIFIC EXPENSES, WILL BE DECLARED DAILY AS A DISTRIBUTION TO
SHAREHOLDERS OF RECORD AT THE TIME OF DECLARATION. Distributions on Class A
shares, whether taken in cash or reinvested in additional shares, will
ordinarily be paid on the last day of each month or the next business day
thereafter. Distributions on Class B shares will ordinarily be paid on the
fifteenth day of each month or the next business day thereafter. Each Fund
anticipates that for tax purposes the entire distribution, whether paid in cash
or reinvested in additional shares, will constitute tax-exempt income to
shareholders, except for the proportionate part of the distribution that may be
considered taxable income if the Fund has taxable income during the calendar
year. Shareholders reinvesting the monthly distribution should treat the amount
of the entire distribution as the tax cost basis of the additional shares
acquired by reason of such reinvestment. Daily distribution crediting will
commence on the business day after collected funds for the purchase of shares
are available at the Transfer Agent. Shareholders will receive timely federal
income tax information as to the tax-exempt or taxable status of all
distributions made by their Fund during the calendar year. A Fund's net realized
capital gains, if any, consist of the net realized capital gains allocated to
the Fund by its corresponding Portfolio for tax purposes, after taking into
account any available capital loss carryovers; a Fund's net realized capital
gains, if any, will be distributed at least once a year, usually in December.
Sales charges paid upon a purchase of Class A shares cannot be taken into
account for purposes of determining gain or loss on a redemption or exchange of
the shares before the 91st day after their purchase to the extent a sales charge
is reduced or eliminated in a subsequent acquisition of such shares of a Fund or
of another fund pursuant to a Fund's reinvestment or exchange privilege. Any
disregarded amounts will result in an adjustment to the shareholder's tax basis
in some or all of any other shares acquired.
Each Fund intends to qualify as a regulated investment company under the Code
and to satisfy all requirements necessary to avoid paying federal income taxes
on the part of its investment company taxable income (consisting generally of
taxable net investment income and net short-term capital gain) and net capital
gain that it distributes to shareholders. In satisfying these requirements, each
Fund will treat itself as owning its proportionate share of each of its
corresponding Portfolio's assets and as entitled to the income of the Portfolio
properly attributable to such share.
As a regulated investment company under the Code, each Fund does not pay federal
income or excise taxes to the extent that it distributes to shareholders
substantially all of its ordinary income and capital gain net income in
accordance with the timing requirements imposed by the Code. As partnerships
under the Code, the Portfolios do not pay federal income or excise taxes.
Distributions of interest on certain municipal obligations constitute a tax
preference item under the AMT provisions applicable to individuals and
corporations. Distributions of taxable income (including a portion of any
original issue discount with respect to certain stripped municipal obligations
and stripped coupons and accretion of certain market discount) and net
short-term capital gains will be taxable to shareholders as ordinary income.
Distributions of long-term capital gains are taxable to shareholders as such for
federal income tax purposes, regardless of the length of time shares have been
owned by the shareholder. If shares are purchased shortly before the record date
of such a distribution, the shareholder will pay the full price for the shares
and then receive some portion of the price back as a taxable distribution.
Distributions are taxed in the manner described above whether paid in cash or
reinvested in additional shares. Tax-exempt distributions received from a Fund
are includable in the tax base for determining the taxability of social security
and railroad retirement benefits.
The Code provides that interest on indebtedness incurred or continued by a
shareholder to purchase or carry shares is not deductible to the extent it is
deemed related to a Fund's distributions of tax-exempt interest dividends to the
shareholder. Further, entities or persons who are "substantial users" (or
persons related to "substantial users") of facilities financed by industrial
development or private activity bonds should consult their tax advisers before
purchasing shares. "Substantial user" is defined in applicable Treasury
regulations to include a "non-exempt person" who regularly uses in trade or
business a part of a facility financed from the proceeds of industrial
development bonds and would likely be interpreted to include private activity
bonds issued to finance similar facilities.
SEE THE APPENDIX TO THIS PROSPECTUS FOR INFORMATION CONCERNING STATE TAXES.
Shareholders should consult with their tax advisers concerning the applicability
of State, local and other taxes to an investment.
PERFORMANCE INFORMATION
FROM TIME TO TIME, YIELD AND/OR AVERAGE ANNUAL TOTAL RETURN MAY BE ADVERTISED.
Current yield is calculated separately for each Class by dividing the net
investment income per share earned during a recent 30-day period by the maximum
offering price per share or net asset value on the last day of the period and
annualizing the resulting figure. A taxable-equivalent yield is computed by
using the tax-exempt yield figure and dividing by 1 minus the tax rate. Average
annual total return is determined separately for each Class by computing the
average annual percentage change in value of $1,000 invested at the maximum
public offering price (including maximum sales charge for Class A; net asset
value for Class B) for specified periods, assuming reinvestment of all
distributions. Total return may be quoted for the period prior to commencement
of operations which would reflect the Class's total return (or that of its
predecessor) adjusted to reflect any applicable sales charge. The average annual
total return calculation assumes a complete redemption of the investment and the
deduction of any applicable CDSC at the end of the period. Each Fund may publish
annual and cumulative total return figures from time to time.
Each Fund may also publish total return figures for each Class which do not take
into account any sales charge. Any performance figure which does not take into
account a sales charge would be reduced to the extent such charge is imposed.
Each Fund's performance may be compared in publications to the performance of
various indices and investments for which reliable data is available, and to
averages, performance rankings, or other information prepared by recognized
mutual fund statistical services.
Investors should note that investment results will fluctuate over time, and any
presentation of yield or total return for any prior period should not be
considered a representation of what an investment may earn or what the yield or
total return may be in any future period. If expenses are allocated to Eaton
Vance, performance will be higher.
<PAGE>
APPENDIX
STATE SPECIFIC INFORMATION
Because each Portfolio will normally invest at least 65% of its assets in the
obligations of issuers in its corresponding State, it is susceptible to factors
affecting that State. Each Portfolio may also invest up to 5% of its net assets
in obligations issued by the governments of Guam and the U.S. Virgin Islands and
up to 35% of its assets in obligations issued by the government of Puerto Rico.
The Minnesota Portfolio has no intention of investing in such obligations. The
Connecticut Portfolio may invest in municipal obligations of Puerto Rico, the
U.S. Virgin Islands and Guam, the interest on which cannot be taxed by any State
under federal law. Set forth below is certain economic and tax information
concerning the States in which the Portfolios invest and Puerto Rico.
The bond ratings provided below are current as of the date of this Prospectus
and are based on economic conditions which may not continue; moreover, there can
be no assurance that particular bond issues may not be adversely affected by
changes in economic, political or other conditions. Unless stated otherwise, the
ratings indicated are for obligations of the State. A State's political
subdivisions may have different ratings which are unrelated to the ratings
assigned to State obligations.
ARIZONA. Arizona's economy is primarily based on the service, high-tech
manufacturing, mining, agriculture, construction and tourism industries, as well
as the military. The State experienced rapid economic and population growth in
the 1980s, which has slowed somewhat in the 1990s. The problems associated with
such growth (air quality, transportation and public infrastructure) continue to
be addressed by the State legislature. The State's unemployment rate in August
1997 was 4.5%, below the national rate of 4.9%.
The State's ability to raise revenues is limited by Constitutional and
legislative restrictions on property tax increases. There is also a limit on
annual spending. The State does not issue general obligation bonds, but relies
on pay-as-you-go capital outlays, revenue bonds and certificates of
participation to finance projects. Each of these projects is individually rated
based on its specific creditworthiness.
ARIZONA TAXES. Based upon the advice of Arizona tax counsel, the management of
the Fund believes that under Arizona law, dividends paid by the Fund will be
exempt from Arizona income tax imposed on individuals, corporations and estates
and trusts that are subject to Arizona taxation to the extent such dividends are
excluded from gross income for federal income tax purposes and are derived from
interest payments on Arizona obligations. In addition, dividends paid by the
Fund will be exempt from Arizona income tax imposed on such persons, though
included in gross income for federal income tax purposes, to the extent such
dividends are derived from interest payments on direct obligations of the United
States. Other distributions from the Fund, including distributions derived from
net short-term and long-term capital gains, are generally not exempt from
Arizona income tax.
Interest or indebtedness and other related expenses which are incurred or
continued by a shareholder to purchase or carry shares of the Fund generally
will not be deductible for Arizona income tax purposes.
COLORADO. Colorado's economy has recovered from a recession largely caused by
contractions in the energy, high technology and construction industries. The
recovery has been fueled, in part, by large public construction projects, net
in-migration, a healthy tourist economy, and increases in the wholesale and
retail trade sector and the general services sector. Growth in some of those
sectors is slowing, and Colorado's economic forecast is considered to be more
uncertain than at any time in the past several years. Employment in the service
and trade industries represents approximately 54.8% of the State's
nonagricultural wage and salary jobs, and government employment represents
approximately 16.0%. Manufacturing represents only 10.2% and, while total jobs
in the sector are stable, manufacturing is slowly falling as a percentage of
total employment, due in part to a concentration in defense-related production.
Colorado's unemployment rate was 3.2% in August 1997, below the national rate of
4.9%. Colorado added 28,600 jobs in the twelve months ended August 1997. There
is no State general obligation debt outstanding.
COLORADO TAXES. In the opinion of Kutak Rock, special Colorado tax counsel to
the Fund, provided that the Fund qualifies as a regulated investment company
under the Code, and the Portfolio is treated as a partnership for federal income
tax purposes, individuals, trusts, estates, and corporations who are holders of
the Fund and who are subject to the Colorado income tax will not be subject to
Colorado tax on Fund dividends to the extent that: (a) such dividends qualify as
exempt-interest dividends of a regulated investment company under Section
852(b)(5) of the Code and are derived from interest received by the Fund on
obligations of Colorado or any of its political subdivisions issued on or after
May 1, 1980 or (b) obligations of the United States or its possessions to the
extent included in federal taxable income. To the extent that Fund distributions
are attributable to sources not described in the preceding sentences, such as
long or short-term capital gains, such distributions will not be exempt from
Colorado income tax. There are no municipal income taxes in Colorado. As
intangibles, shares in the Fund will be exempt from Colorado property taxes.
CONNECTICUT. Historically, Connecticut's economic structure has been
concentrated in manufacturing, including a heavy component of defense-related
industries, which increases the State's vulnerability to economic cycles and to
declines in federal government defense spending. More recently, Connecticut's
level of manufacturing activity has declined, but this has been partially offset
by extensive urban development, a large insurance sector, relocations of
corporate headquarters to Connecticut (specifically to Fairfield County), and
the extension of other service sectors. As of August 1997, the unemployment rate
in Connecticut on a seasonally adjusted basis was 4.6%, as compared to a rate of
4.9% nationwide.
General obligation bonds issued by Connecticut municipalities are payable
primarily only from ad valorem taxes on property subject to taxation by the
municipality. The State has about $6 billion of general obligation bonds
outstanding, of which more than half have been issued for general State
purposes. The remaining general obligation bonds were issued for highway
construction, mass transit, and rental housing. Debt indicators have been rising
and are high at $1,963 of net direct debt per capita. Certain Connecticut
municipalities have experienced severe fiscal difficulties and have reported
operating and accumulated deficits in recent years. Regional economic
difficulties, reductions in revenues, and increased expenses could lead to
further fiscal problems for the State and its political subdivisions,
authorities, and agencies. This could result in declines in the value of their
outstanding obligations, reductions in their ability to pay interest and
principal thereon, and increases in their future borrowing costs.
General obligations of the State of Connecticut are rated AA-, Aa3 and AA by
S&P, Moody's and Fitch, respectively.
CONNECTICUT TAXES. In the opinion of Day, Berry & Howard, special Connecticut
tax counsel to the Connecticut Fund, shareholders of the Connecticut Fund will
not be subject to the Connecticut personal income tax on the Connecticut taxable
income of individuals, trusts, and estates in the case of distributions received
from the Connecticut Fund to the extent that such distributions qualify as
exempt-interest dividends for federal income tax purposes and are derived from
interest on tax-exempt obligations issued by or on behalf of the State of
Connecticut and its political subdivisions or the authorities,
instrumentalities, or districts of any of them, or on tax-exempt obligations the
interest on which Connecticut is prohibited from taxing by federal law, e.g.,
tax-exempt obligations that are issued by the governments of Puerto Rico, the
U.S. Virgin Islands and Guam.
Other distributions from the Connecticut Fund, including dividends attributable
to obligations of issuers in other states and all long-term and short-term
capital gains, will not be exempt from the Connecticut personal income tax,
except that capital gain dividends derived from obligations issued by or on
behalf of the State of Connecticut or its political subdivisions or the
authorities, instrumentalities or districts of any of them will not be subject
to such tax. Distributions from the Connecticut Fund that constitute items of
tax preference for purposes of the federal alternative minimum tax will not be
subject to the net Connecticut minimum tax applicable to taxpayers subject to
the Connecticut personal income tax and required to pay the federal alternative
minimum tax, to the extent qualifying as exempt-interest dividends derived from
obligations issued by or on behalf of the State of Connecticut and its political
subdivisions or the authorities, instrumentalities, or districts of any of them,
or from obligations the interest on which Connecticut is prohibited from taxing
by federal law, but other distributions from the Connecticut Fund could cause or
increase liability for the net Connecticut minimum tax. The Connecticut Fund
will report annually to its shareholders the percentage and source, on a
state-by-state basis, of interest income received by the Connecticut Fund on
municipal bonds during the preceding year.
Distributions from investment income and capital gains, including exempt-
interest dividends derived from interest that is exempt from Connecticut
personal income tax and federal income tax, will be subject to the Connecticut
Corporation Business Tax if received by a corporation subject to such tax,
except for any portion therof other than amounts qualifying as exempt-interest
dividends or capital gain dividends for federal income tax purposes that might
qualify for the dividends-received deduction provided under that Connecticut
tax, and all such distributions may be subject to state and local taxes in
states other than Connecticut.
MICHIGAN. Michigan has long had a large representation in and is dominated by
the automobile industry and related industries and tends to be more vulnerable
to economic cycles than other states and the nation as a whole. For August 1997,
Michigan's unemployment rate was 3.7%, as compared to the national rate of 4.9%.
In March, 1994, Michigan voters approved changes to the tax system resulting in,
among other things, an increase in the sales tax rate, a reduction in the income
tax rate and the creation of a statewide property tax.
Michigan's general obligation debt is rated Aa2, AA and AA, by Moody's, S&P and
Fitch, respectively.
MICHIGAN TAXES. The Michigan Fund has received an opinion from Butzel Long,
special Michigan tax counsel to the Michigan Fund, to the effect that
shareholders of the Michigan Fund who are subject to the Michigan state income
tax, municipal income tax or single business tax will not be subject to such
taxes on their Michigan Fund dividends to the extent that such distributions are
exempt-interest dividends for federal income tax purposes and are attributable
to interest on obligations held by the Michigan Portfolio and allocated to the
Michigan Fund which is exempt from regular federal income tax and is exempt from
Michigan State and City income taxes, Michigan single business tax and in the
form of an investment exempt from the Michigan intangibles tax ("Michigan
tax-exempt obligations"). Other distributions with respect to shares of the
Michigan Fund including, but not limited to, long or short-term capital gains,
will be subject to the Michigan income tax or single business tax and may be
subject to the city income taxes imposed by certain Michigan cities. The opinion
also provides that shares of the Michigan Fund will be exempt from the Michigan
intangibles tax to the extent the Michigan Portfolio's assets consist of
Michigan tax-exempt obligations and any other securities or obligations that are
exempt from the Michigan intangibles tax. The Michigan intangibles tax is being
phased out, thus, even if it applies to a portion of income from the Fund (for
instance, due to non-Michigan investments), it is now reduced and will be
eliminated by 1998.
MINNESOTA. Minnesota relies heavily on a progressive individual income tax and a
retail sales tax for revenue, which results in a fiscal system unusually
sensitive to economic conditions. Economic and State fiscal conditions have
improved. As of September 1997, the State's adjusted unemployment rate was 3.2%
compared with a national rate of 4.9%. Projections indicate the State ended
fiscal 1997 with a General Fund balance of $861 million.
The State's general obligation bonds are rated Aaa, AAA and AAA, by Moody's, S&P
and Fitch, respectively.
MINNESOTA TAXES. In the opinion of Faegre & Benson, special Minnesota tax
counsel to the Fund, provided that the Fund qualifies as a "regulated investment
company" under the Code, and subject to the discussion in the paragraph below,
exempt-interest dividends paid by the Fund will be exempt from the regular
Minnesota personal income tax imposed on individuals, estates and trusts that
are subject to Minnesota taxation to the extent that such dividends qualify as
exempt-interest dividends of a regulated investment company under section
852(b)(5) of the Internal Revenue Code which are derived from interest income on
tax-exempt obligations of Minnesota, or its political or governmental
subdivisions, municipalities, governmental agencies or instrumentalities
("Minnesota Sources"); provided, however, such exemption from the regular
Minnesota personal income tax is available only if the portion of the
exempt-interest dividends from such Minnesota Sources that is paid to all
shareholders represents 95% or more of the exempt-interest dividends that are
paid by the Fund. For this purpose, provided that the Portfolio is taxed
federally as a partnership and not as a corporation, the Fund will be treated as
owning its proportionate share of the assets of the Portfolio and the income
derived from such assets. The Fund and the Portfolio intend to invest their
respective assets so that each will meet the 95% test. However, if the 95% test
is not met, all exempt-interest dividends that are paid by the Fund will be
subject to the regular Minnesota personal income tax. Even if the 95% test is
met, to the extent that exempt-interest dividends paid by the Fund are not
derived from the Minnesota Sources referred to in the first sentence of this
paragraph, they will be subject to the regular Minnesota personal income tax.
Other distributions of the Fund, including distributions derived from net
short-term and long-term capital gains, are generally not exempt from the
regular Minnesota personal income tax imposed on individuals, estates and
trusts.
Legislation enacted in 1995 provides that it is the intent of the Minnesota
legislature that interest income on obligations of Minnesota governmental units,
including obligations of the Minnesota Sources described above, and
exempt-interest dividends that are derived from interest income on such
obligations, be included in the net income of individuals, estates, and trusts
for Minnesota income tax purposes if it is judicially determined that the
exemption by Minnesota of such interest or such exempt-interest dividends
unlawfully discriminates against interstate commerce because interest income on
obligations of governmental issuers located in other states, or exempt- interest
dividends derived from such obligations, is so included. This provision applies
to taxable years that begin during or after the calendar year in which such
judicial decision becomes final, regardless of the date on which the obligations
were issued, and other remedies apply for previous taxable years. The United
States Supreme Court in 1995 denied certiorari in a case in which an Ohio state
court upheld an exemption for interest income on obligations of Ohio
governmental issuers, even though interest income on obligations of non-Ohio
governmental issuers was subject to tax. In 1997, the United States Supreme
Court denied certiorari in a subsequent case from Ohio, involving the same
taxpayer and the same issue, in which the Ohio Supreme Court refused to
reconsider the merits of the case on the ground that the previous final state
court judgment barred any claim arising out of the transaction that was the
subject of the previous action. It cannot be predicted whether a similar case
will be brought in Minnesota or elsewhere, or what the outcome of such case
would be.
Minnesota imposes an alternative minimum tax on individuals, estates, and trusts
that is based, in part, on such taxpayers' federal alternative minimum taxable
income. Accordingly, exempt-interest dividends that constitute tax preference
items for purposes of the federal alternative minimum tax, even though they are
derived from the Minnesota Sources described above, will be included in the base
upon which such Minnesota alternative minimum tax is computed. In addition, the
entire portion of exempt-interest dividends that is derived from sources other
than the Minnesota Sources described above also is subject to the Minnesota
alternative minimum tax imposed on such individuals, estates and trusts.
Furthermore, should the 95% test that is described above fail to be met, all of
the exempt-interest dividends that are paid by the Fund, including all of those
derived from the Minnesota Sources described above, will be subject to the
Minnesota alternative minimum tax imposed on such shareholders.
Distributions from the Fund will be included in taxable income and in
alternative minimum taxable income, for purposes of determining the Minnesota
franchise tax imposed on corporations subject to Minnesota taxation. Such
distributions may also be taken into account in certain cases in determining the
minimum fee that is imposed on corporations, S corporations, and partnerships.
Interest on indebtedness which is incurred or continued by an individual, a
trust or an estate to purchase or carry shares of the Fund generally will not be
deductible for regular Minnesota personal income tax purposes or Minnesota
alternative minimum tax purposes.
NEW JERSEY. Fiscal year 1996 ended with total revenues up 4.3% to $15.6 billion.
However, total spending increased to $16.3 billion. As of January 1, 1996, New
Jersey fulfilled Governor Whitman's promised personal income tax cut of 30%.
Even so, tax revenues were up in all categories with income tax receipts up by
4.3%. The higher spending level resulted in a decrease of total fund balances to
$880 million, down 7.5%.
In June 1997 the New Jersey Economic Development Authority issued $2.75 billion
State Pension Funding Bonds. Citing reduced financial flexibility, Moody's
placed the outlook for New Jersey's general obligations bonds on negative.
Largely, however, the New Jersey economy has performed well, growing faster than
its Mid-Atlantic neighbors, though slower than the nation as a whole.
New Jersey's general obligation debt is rated Aa1, AA+ and AA+ by Moody's, S&P
and Fitch, respectively.
NEW JERSEY TAXES. The New Jersey Fund intends to satisfy New Jersey's statutory
requirements for treatment as a "Qualified Investment Fund".The Fund has
obtained an opinion of its special tax counsel, Wilentz, Goldman & Spitzer,
P.A., that, provided the New Jersey Fund limits its investments to those
described in this Prospectus and otherwise satisfies such statutory
requirements, shareholders of the New Jersey Fund which are individuals, estates
or trusts will not be required to include in their New Jersey gross income
distributions from the New Jersey Fund that are attributable to interest or gain
realized by the New Jersey Fund from obligations the interest on which is exempt
from regular federal income tax and is exempt from New Jersey State personal
income tax or other obligations statutorily free from New Jersey taxation.
However, with regard to corporate shareholders, such counsel is also of the
opinion that distributions from the New Jersey Fund will not be excluded from
net income and shares of the New Jersey Fund will not be excluded from
investment capital in determining New Jersey corporation business (franchise)
and corporation income taxes for corporate shareholders.
PENNSYLVANIA. Pennsylvania has long had a large representation in the steel,
mining and manufacturing industries and adverse conditions in those or other
significant industries within Pennsylvania may from time to time have a
correspondingly adverse effect on specific issuers within Pennsylvania or on
anticipated revenue to the Commonwealth. In recent years Pennsylvania's economy
has become more diversified with major new sources of growth in the service
sector, including trade, medical and the health services, education and
financial institutions. The unadjusted unemployment rate for Pennsylvania in
August 1997 was 5.3%.
The Governor's fiscal year 1997 proposed budget contained tax reductions and
certain cost reduction programs, particularly in the areas of public health and
welfare. The fiscal year 1997 budget projects a small fiscal year-end
unappropriated surplus. All budgetary proposals require legislative enactment.
Pennsylvania's general obligation debt is rated A1, AA and AA by Moody's, S&P
and Fitch, respectively.
PENNSYLVANIA TAXES. Interest derived by the Pennsylvania Fund from obligations
which are statutorily free from state taxation in Pennsylvania ("Exempt
Obligations") are not taxable on pass through to shareholders for purposes of
the Pennsylvania personal income tax. The term "Exempt Obligations" includes (i)
those obligations issued by the Commonwealth of Pennsylvania and its political
subdivisions, agencies and instrumentalities, the interest from which is
statutorily free from state taxation in the Commonwealth of Pennsylvania, and
(ii) certain qualifying obligations of U.S. territories and possessions, or U.S.
Government obligations. Distributions attributable to most other sources,
including capital gains, will not be exempt from Pennsylvania personal income
tax.
Corporate shareholders that are subject to the Pennsylvania corporate net income
tax will not be subject to corporate net income tax on distributions of interest
made by the Pennsylvania Fund, provided such distributions are attributable to
Exempt Obligations. Distributions of capital gain attributable to Exempt
Obligations are subject to the Pennsylvania corporate net income tax. An
investment in the Pennsylvania Fund is also exempt from the Pennsylvania Gross
Premiums tax.
Shares of the Pennsylvania Fund which are held by individual shareholders who
are Pennsylvania residents and subject to the Pennsylvania county personal
property tax will be exempt from such tax to the extent that the obligations
held by the Pennsylvania Portfolio consist of Exempt Obligations on the annual
assessment date. Corporations are not subject to Pennsylvania personal property
taxes.
For individual shareholders who are residents of the City of Philadelphia,
distributions of interest derived from Exempt Obligations will not be taxable
for purposes of the Philadelphia School District Investment Net Income Tax
("Philadelphia School District Tax"), provided that the Pennsylvania Portfolio
reports to its investors the percentage of Exempt Obligations held by it for the
year. The Pennsylvania Portfolio will report such percentage to its investors.
TEXAS. Employment in Texas continued to expand during the 1990s. During April
1997, non-farm employment in Texas was 8.4 million. Over the past year, Texas
has gained more than 220,000 jobs, an increase of 2.7%, with most of the growth
occurring in the services and trade sectors of the economy. Unemployment as of
August 1997 was 5.4% versus the national rate of 4.9%.
The State is expected to end the fiscal year ended August 31, 1997 with a $1.235
million operating surplus in the General Revenue Fund. The General Revenue Fund
balance was $2.27 billion at the end of fiscal year 1996.
General obligations of Texas are rated AA, Aa2 and AA+ by S&P, Moody's and
Fitch, respectively. Both S&P and Fitch have a stable outlook for the State.
TEXAS TAXES. Texas does not impose a state income tax on individuals. To the
extent that distributions from the Texas Fund are included in a corporate
shareholder's surplus, they will be subject to the Texas franchise tax that is
based on net worth.
PUERTO RICO. The economy of Puerto Rico is dominated by the manufacturing and
service sectors. Although the economy of Puerto Rico expanded significantly from
fiscal 1984 through fiscal 1990, the rate of this expansion has slowed through
1996. Growth is dependent on the state of the U.S. economy and the relative
stability in the price of oil, the exchange rate of the U.S. dollar and the cost
of borrowing. Section 936 (a tax incentive that has encouraged economic growth
in Puerto Rico) will be phased out over a ten year period. At this time, it is
uncertain as to the implication the change will have on the Puerto Rican
economy. Although the Puerto Rico unemployment rate has declined substantially
since 1985, the seasonally adjusted unemployment rate for 1996 was approximately
13.8%. The North American Free Trade Agreement (NAFTA), which became effective
January 1, 1994, could lead to the loss of Puerto Rico's lower salaried or labor
intensive jobs to Mexico.
S&P rates Puerto Rico general obligations debt A, while Moody's rates it Baa1;
these ratings have been in place since 1956 and 1976, respectively. S&P assigned
a negative outlook on Puerto Rico's rating on April 26, 1994 which was changed
to stable on December 16, 1996.
<PAGE>
[LOGO] Investing
EATON VANCE for the
================ 21st
Mutual Funds Century
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Eaton Vance Arizona Municipals Fund
Eaton Vance Colorado Municipals Fund
Eaton Vance Connecticut Municipals Fund
Eaton Vance Michigan Municipals Fund
Eaton Vance Minnesota Municipals Fund
Eaton Vance New Jersey Municipals Fund
Eaton Vance Pennsylvania Municipals Fund
Eaton Vance Texas Municipals Fund
PROSPECTUS
DECEMBER 1, 1997
- -------------------------------------------------------------------------------
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
(800) 225-6265
CUSTODIAN
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116
TRANSFER AGENT
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122
AUDITORS
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110
C12/1ABP
<PAGE>
STATEMENT OF
ADDITIONAL INFORMATION
December 1, 1997
EATON VANCE ARIZONA MUNICIPALS FUND
EATON VANCE COLORADO MUNICIPALS FUND
EATON VANCE CONNECTICUT MUNICIPALS FUND
EATON VANCE MICHIGAN MUNICIPALS FUND
EATON VANCE MINNESOTA MUNICIPALS FUND
EATON VANCE NEW JERSEY MUNICIPALS FUND
EATON VANCE PENNSYLVANIA MUNICIPALS FUND
EATON VANCE TEXAS MUNICIPALS FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265
This Statement of Additional Information provides general information about
the Funds listed above and their corresponding Portfolios. This Statement of
Additional Information is sometimes referred to herein as the "SAI".
TABLE OF CONTENTS
Page
Additional Information about Investment Policies ........................ 1
Investment Restrictions ................................................. 7
Trustees and Officers ................................................... 9
Investment Adviser and Administrator .................................... 11
Custodian ............................................................... 14
Services for Accumulation -- Class A Shares ............................. 15
Service for Withdrawal .................................................. 15
Determination of Net Asset Value ........................................ 15
Investment Performance .................................................. 16
Taxes ................................................................... 17
Principal Underwriter ................................................... 19
Service Plan -- Class A Shares .......................................... 21
Distribution Plan -- Class B Shares ..................................... 21
Portfolio Security Transactions ......................................... 23
Other Information ....................................................... 24
Independent Certified Public Accountants ................................ 26
Financial Statements .................................................... 26
Appendix A: Class A Shares .............................................. a-1
Appendix B: Class B Shares .............................................. b-1
Appendix C: State Specific Information .................................. c-1
Appendix D: Tax Equivalent Yield Tables ................................. d-1
Appendix E: Ratings ..................................................... e-1
Although each Fund offers only its shares of beneficial interest, it is
possible that a Fund (or Class) might become liable for a misstatement or
omission in this Statement of Additional Information regarding another Fund (or
Class) because the Funds use this combined Statement of Additional Information.
The Trustees of the Trust have considered this factor in approving the use of a
combined Statement of Additional Information.
THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE FUNDS' PROSPECTUS DATED DECEMBER 1, 1997, AS SUPPLEMENTED
FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS COMBINED
STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING EATON
VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR
ADDRESS AND PHONE NUMBER).
<PAGE>
This SAI provides information about the Funds and the Portfolios.
Capitalized terms used in this SAI and not otherwise defined have the meanings
given them in the Prospectus. The Funds are subject to the same investment
policies as those of the Portfolio. Each Fund currently seeks to achieve its
objective by investing in its corresponding Portfolio.
ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES
MUNICIPAL OBLIGATIONS
Municipal obligations are issued to obtain funds for various public and
private purposes. Such obligations include bonds as well as tax-exempt
commercial paper, project notes and municipal notes such as tax, revenue and
bond anticipation notes of short maturity, generally less than three years. In
general, there are three categories of municipal obligations the interest on
which is exempt from federal income tax and is not a tax preference item for
purposes of the AMT: (i) certain "public purpose" obligations (whenever issued),
which include obligations issued directly by state and local governments or
their agencies to fulfill essential governmental functions; (ii) certain
obligations issued before August 8, 1986 for the benefit of non-governmental
persons or entities; and (iii) certain "private activity bonds" issued after
August 7, 1986 which include "qualified Section 501(c)(3) bonds" or refundings
of certain obligations included in the second category. In assessing the federal
income tax treatment of interest on any municipal obligation, the Portfolio will
generally rely on an opinion of the issuer's counsel (when available) and will
not undertake any independent verification of the basis for the opinion. The two
principal classifications of municipal bonds are "general obligation" and
"revenue" bonds.
Interest on certain "private activity bonds" issued after August 7, 1986 is
exempt from regular federal income tax, but such interest (including a
distribution by a Fund derived from such interest) is treated as a tax
preference item which could subject the recipient to or increase the recipient's
liability for the AMT. For corporate shareholders, a Fund's distributions
derived from interest on all municipal obligations (whenever issued) is included
in "adjusted current earnings" for purposes of the AMT as applied to
corporations (to the extent not already included in alternative minimum taxable
income as income attributable to private activity bonds).
Any recognized gain or income attributable to market discount on long-term
tax-exempt municipal obligations (i.e., obligations with a term of more than one
year) purchased after April 30, 1993 other than, in general, at their original
issue, is taxable as ordinary income. A long-term debt obligation is generally
treated as acquired at a market discount if purchased after its original issue
at a price less than (i) the stated principal amount payable at maturity, in the
case of an obligation that does not have original issue discount or (ii) in the
case of an obligation that does have original issue discount, the sum of the
issue price and any original issue discount that accrued before the obligation
was purchased, subject to a de minimis exclusion.
Issuers of general obligation bonds include states, counties, cities, towns
and regional districts. The proceeds of these obligations are used to fund a
wide range of public projects including the construction or improvement of
schools, highways and roads, water and sewer systems and a variety of other
public purposes. The basic security of general obligation bonds is the issuer's
pledge of its faith, credit, and taxing power for the payment of principal and
interest. The taxes that can be levied for the payment of debt service may be
limited or unlimited as to rate and amount.
The principal security for a revenue bond is generally the net revenues
derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Revenue
bonds have been issued to fund a wide variety of capital projects including:
electric, gas, water, sewer and solid waste disposal systems; highways, bridges
and tunnels; port, airport and parking facilities; transportation systems;
housing facilities, colleges and universities and hospitals. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may be used to
make principal and interest payments on the issuer's obligations. Housing
finance authorities have a wide range of security including partially or fully
insured, rent subsidized and/or collateralized mortgages, and/or the net
revenues from housing or other public projects. In addition to a debt service
reserve fund, some authorities provide further security in the form of a state's
ability (without legal obligation) to make up deficiencies in the debt service
reserve fund. Lease rental revenue bonds issued by a state or local authority
for capital projects are normally secured by annual lease rental payments from
the state or locality to the authority sufficient to cover debt service on the
authority's obligations. Such payments are usually subject to annual
appropriations by the state or locality.
Industrial development and pollution control bonds, although nominally
issued by municipal authorities, are in most cases revenue bonds and are
generally not secured by the taxing power of the municipality, but are usually
secured by the revenues derived by the authority from payments of the industrial
user or users.
Each Portfolio may on occasion acquire revenue bonds which carry warrants or
similar rights covering equity securities. Such warrants or rights may be held
indefinitely, but if exercised, the Portfolio anticipates that it would, under
normal circumstances, dispose of any equity securities so acquired within a
reasonable period of time.
While most municipal bonds pay a fixed rate of interest semi-annually in
cash, there are exceptions. Some bonds pay no periodic cash interest, but rather
make a single payment at maturity representing both principal and interest.
Bonds may be issued or subsequently offered with interest coupons materially
greater or less than those then prevailing, with price adjustments reflecting
such deviation.
The obligations of any person or entity to pay the principal of and interest
on a municipal obligation are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Act, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest, or both, or imposing other constraints upon enforcement of such
obligations. There is also the possibility that as a result of litigation or
other conditions the power or ability of any person or entity to pay when due
principal of and interest on a municipal obligation may be materially affected.
There have been recent instances of defaults and bankruptcies involving
municipal obligations which were not foreseen by the financial and investment
communities. Each Portfolio will take whatever action it considers appropriate
in the event of anticipated financial difficulties, default or bankruptcy of
either the issuer of any municipal obligation or of the underlying source of
funds for debt service. Such action may include retaining the services of
various persons or firms (including affiliates of the Investment Adviser) to
evaluate or protect any real estate, facilities or other assets securing any
such obligation or acquired by a Portfolio as a result of any such event, and a
Portfolio may also manage (or engage other persons to manage) or otherwise deal
with any real estate, facilities or other assets so acquired. The Portfolio
anticipates that real estate consulting and management services may be required
with respect to properties securing various municipal obligations in its
portfolio or subsequently acquired by the Portfolio. The Portfolio will incur
additional expenditures in taking protective action with respect to portfolio
obligations in default and assets securing such obligations.
The yields on municipal obligations will be dependent on a variety of
factors, including purposes of issue and source of funds for repayment, general
money market conditions, general conditions of the municipal bond market, size
of a particular offering, maturity of the obligation and rating of the issue.
The ratings of Moody's, S&P and Fitch represent their opinions as to the quality
of the municipal obligations which they undertake to rate. It should be
emphasized, however, that ratings are based on judgment and are not absolute
standards of quality. Consequently, municipal obligations with the same
maturity, coupon and rating may have different yields while obligations of the
same maturity and coupon with different ratings may have the same yield. In
addition, the market price of such obligations will normally fluctuate with
changes in interest rates, and therefore the net asset value of a Portfolio will
be affected by such changes.
RISKS OF CONCENTRATION
Municipal Obligations of a Particular State. For a discussion of the risks
associated with a Portfolio's policy of concentrating its investments in
particular State issuers of municipal obligations, see "Risks of Concentration"
in Appendix C.
Obligations of Particular Types of Issuers. Each Portfolio may invest 25% or
more of its total assets in municipal obligations of the same type. There could
be economic, business or political developments which might affect all municipal
obligations of the same type. In particular, investments in industrial revenue
bonds might involve (without limitation) the following risks.
Hospital bond ratings are often based on feasibility studies which contain
projections of expenses, revenues and occupancy levels. Among the influences
affecting a hospital's gross receipts and net income available to service its
debt are demand for hospital services, the ability of the hospital to provide
the services required, management capabilities, economic developments in the
service area, efforts by insurers and government agencies to limit rates and
expenses, confidence in the hospital, service area economic developments,
competition, availability and expense of malpractice insurance, Medicaid and
Medicare funding and possible federal legislation limiting the rates of increase
of hospital charges.
Electric utilities face problems in financing large construction programs in
an inflationary period, cost increases and delay occasioned by safety and
environmental considerations (particularly with respect to nuclear facilities),
difficulty in obtaining fuel at reasonable prices, and in achieving timely and
adequate rate relief from regulatory commissions, effects of energy conservation
and limitations on the capacity of the capital market to absorb utility debt.
Life care facilities are an alternative form of long-term housing for the
elderly which offer residents the independence of a condominium life style and,
if needed, the comprehensive care of nursing home services. Bonds to finance
these facilities have been issued by various state and local authorities. Since
the bonds are normally secured only by the revenues of each facility and not by
state or local government tax payments, they are subject to a wide variety of
risks. Primarily, the projects must maintain adequate occupancy levels to be
able to provide revenues sufficient to meet debt service payments. Moreover,
since a portion of housing, medical care and other services may be financed by
an initial deposit, it is important that the facility maintain adequate
financial reserves to secure estimated actuarial liabilities. The ability of
management to accurately forecast inflationary cost pressures is an important
factor in this process. The facilities may also be affected adversely by
regulatory cost restrictions applied to health care delivery in general,
particularly state regulations or changes in Medicare and Medicaid payments or
qualifications, or restrictions imposed by medical insurance companies. They may
also face competition from alternative health care or conventional housing
facilities in the private or public sector.
Obligations of Puerto Rico, the U.S. Virgin Islands and Guam. Subject to each
Fund's investment policies as set forth in the Prospectus, each Portfolio may
invest in the obligations of Puerto Rico, the U.S. Virgin Islands and Guam.
Accordingly, the Portfolio may be adversely affected by local political and
economic conditions and developments within Puerto Rico, the U.S. Virgin Islands
and Guam affecting the issuers of such obligations.
Puerto Rico has a diversified economy dominated by the manufacturing and
service sectors. Manufacturing is the largest sector in terms of gross domestic
product and is more diversified than during earlier phases of Puerto Rico's
industrial development. The three largest sectors of the economy (as a
percentage of employment) are services (25%), government (22%) and manufacturing
(15%). These three sectors represent 11%, 11% and 41%, respectively, of the
gross domestic product. The service sector is the fastest growing, followed by
manufacturing which has begun to show signs of expansion. The North American
Free Trade Agreement ("NAFTA"), which became effective January 1, 1994, has led
to loss of lower wage jobs such as textiles, but economic growth in other areas,
particularly high tech have more than compensated.
The Commonwealth of Puerto Rico exercises virtually the same control over
its internal affairs as do the fifty states; however, it differs from the states
in its relationship with the federal government. Most federal taxes, except
those such as social security taxes that are imposed by mutual consent, are not
levied in Puerto Rico. However, in conjunction with the 1993 U.S. budget plan,
Section 936 of the Code was amended and provided for two alternative limitations
to the Section 936 credit. The first option limited the credit against such
income to 40% of the credit allowable under then current law, with a five year
phase-in period starting at 60% of the allowable credit. The second option was a
wage and depreciation based credit. Additional amendments to Section 936 in 1996
imposed caps on these credits, beginning in 1998 for the first option and
beginning in 2002 for the second option. More importantly, the 1996 amendments
eliminated both options for taxable years beginning in 2006. The eventual
elimination of tax benefits to those U.S. companies with operations in Puerto
Rico may lead to slower growth in the future. There can be no assurance that
this will not lead to a weakened economy, a lower rating on Puerto Rico's debt
or lower prices for Puerto Rican bonds that may be held by the Portfolio in the
long-term. Short-term affects are minimal. Countering the loss of investment tax
incentives are the government's pro-business stance, improvements in education,
and privatization of government owned businesses. Further, Puerto Rico has taken
steps to increase tax collection through tax code simplification and
enforcement.
Puerto Rico's financial reporting was first conformed to generally accepted
accounting principles in fiscal 1990. Nonrecurring revenues have been used
frequently to balance recent years' budgets. In November, 1993 Puerto Ricans
voted on whether they wished to retain their Commonwealth status, become a state
or establish an independent nation. Puerto Ricans voted to retain Commonwealth
status, leaving intact the current relationship with the federal government. A
successful statehood vote in Puerto Rico would then require the U.S. Congress to
ratify the election. The pro-statehood administration would like to bring the
issue to a new vote again in November 1998, though it may be delayed. Sentiment
appears marginally in favor of statehood.
The United States Virgin Islands (USVI) are located approximately 1,100
miles east-southeast of Miami and are made up of St. Croix, St. Thomas and St.
John. The economy is heavily reliant on the tourism industry, with roughly 43%
of non-agricultural employment in tourist-related trade and services. In 1996,
unemployment stood at 13.8%. The tourism industry is economically sensitive
and would likely be adversely affected by a recession in either the United
States or Europe.
An important component of the USVI revenue base is the federal excise tax on
rum exports. Tax revenues rebated by the federal government to the USVI provide
the primary security of many outstanding USVI bonds. Since more than 90% of the
rum distilled in the USVI is distilled at one plant, any interruption in its
operations (as occurred after Hurricane Hugo in 1989) would adversely affect
these revenues. Consequently, there can be no assurance that rum exports to the
United States and the rebate of tax revenues to the USVI will continue at their
present levels. The preferential tariff treatment the USVI rum industry
currently enjoys could be reduced under NAFTA. Increased competition from
Mexican rum producers could reduce USVI rum imported to the U.S., decreasing
excise tax revenues generated. The USVI is periodically hit by hurricanes.
Several hurricanes have caused extensive damage, which has had a negative impact
on revenue collections. There is currently no rated, unenhanced Virgin Islands
debt outstanding (although there is unrated debt outstanding).
Guam, an unincorporated U.S. territory, is located 1,500 miles southeast of
Tokyo. The U.S. military is a key component of Guam's economy. The federal
government directly comprises more than 10% of the employment base, with a
substantial component of the service sector to support these personnel. The
Naval Air Station, one of several U.S. military facilities on the island, has
been slated for closure by the Defense Base Closure and Realignment Committee;
however, the administration plans to use these facilities to expand the island's
commercial airport. Guam is also heavily reliant on tourists, particularly the
Japanese. For 1995, the government realized a General Fund operating surplus.
The administration has taken steps to improve its financial position; however,
there are no guarantees that an improvement will be realized. Guam's general
obligation debt is rated BBB by S&P with a negative outlook.
MUNICIPAL LEASES
Each Portfolio may invest in municipal leases and participations therein,
which arrangements frequently involve special risks. Municipal leases are
obligations in the form of a lease or installment purchase arrangement which is
issued by state or local governments to acquire equipment and facilities.
Interest income from such obligations is generally exempt from local and state
taxes in the state of issuance. "Participations" in such leases are undivided
interests in a portion of the total obligation. Participations entitle their
holders to receive a pro rata share of all payments under the lease. A trustee
is usually responsible for administering the terms of the participation and
enforcing the participants' rights in the underlying lease. Leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased assets to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. State debt-issuance limitations are deemed to be inapplicable to these
arrangements because of the inclusion in many leases or contracts of
"non-appropriation" clauses that provide that the governmental issuer has no
obligation to make future payments under the lease or contract unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. Such arrangements are, therefore, subject to the risk that
the governmental issuer will not appropriate funds for lease payments.
Certain municipal lease obligations owned by each Portfolio may be deemed
illiquid for the purpose of the Portfolio's 15% limitation on investments in
illiquid securities, unless determined by the Investment Adviser, pursuant to
guidelines adopted by the Trustees of a Portfolio, to be liquid securities for
the purpose of such limitation. In determining the liquidity of municipal lease
obligations, the Investment Adviser will consider a variety of factors
including: (1) the willingness of dealers to bid for the security; (2) the
number of dealers willing to purchase or sell the obligation and the number of
other potential buyers; (3) the frequency of trades and quotes for the
obligation; and (4) the nature of the marketplace trades. In addition, the
Investment Adviser will consider factors unique to particular lease obligations
affecting the marketability thereof. These include the general creditworthiness
of the municipality, the importance of the property covered by the lease to the
municipality, and the likelihood that the marketability of the obligation will
be maintained throughout the time the obligation is held by a Portfolio. In the
event a Portfolio acquires an unrated municipal lease obligation, the Investment
Adviser will be responsible for determining the credit quality of such
obligation on an on-going basis, including an assessment of the likelihood that
the lease may or may not be cancelled.
ZERO COUPON BONDS
Zero coupon bonds are debt obligations which do not require the periodic
payment of interest and are issued at a significant discount from face value.
The discount approximates the total amount of interest the bonds will accrue and
compound over the period until maturity at a rate of interest reflecting the
market rate of the security at the time of issuance. Zero coupon bonds benefit
the issuer by mitigating its need for cash to meet debt service, but also
require a higher rate of return to attract investors who are willing to defer
receipt of such cash.
INSURANCE
Insured municipal obligations held by a Portfolio (if any) will be insured
as to their scheduled payment of principal and interest under either (i) an
insurance policy obtained by the issuer or underwriter of the obligation at the
time of its original issuance or (ii) an insurance policy obtained by a
Portfolio or a third party subsequent to the obligation's original issuance
(which may not be reflected in the obligation's market value). In either event,
such insurance may provide that in the event of non-payment of interest or
principal when due with respect to an insured obligation, the insurer is not
required to make such payment until a specified time has lapsed (which may be 30
days or more after notice).
CREDIT QUALITY
Each Portfolio is dependent on the Investment Adviser's judgment, analysis
and experience in evaluating the quality of municipal obligations. In evaluating
the credit quality of a particular issue, whether rated or unrated, the
Investment Adviser will normally take into consideration, among other things,
the financial resources of the issuer (or, as appropriate, of the underlying
source of funds for debt service), its sensitivity to economic conditions and
trends, any operating history of and the community support for the facility
financed by the issue, the ability of the issuer's management and regulatory
matters. The Investment Adviser will attempt to reduce the risks of investing in
the lowest investment grade, below investment grade and comparable unrated
obligations through active portfolio management, credit analysis and attention
to current developments and trends in the economy and the financial markets.
See "Portfolio of Investments" in the "Financial Statements" incorporated by
reference into this SAI with respect to any defaulted obligations held by a
Portfolio.
SHORT-TERM TRADING
Each Portfolio may sell (and later purchase) securities in anticipation of a
market decline (a rise in interest rates) or purchase (and later sell)
securities in anticipation of a market rise (a decline in interest rates). In
addition, a security may be sold and another purchased at approximately the same
time to take advantage of what a Portfolio believes to be a temporary disparity
in the normal yield relationship between the two securities. Yield disparities
may occur for reasons not directly related to the investment quality of
particular issues or the general movement of interest rates, such as changes in
the overall demand for or supply of various types of municipal obligations or
changes in the investment objectives of investors. Such trading may be expected
to increase the portfolio turnover rate, which may increase capital gains and
the expenses incurred in connection with such trading. A Portfolio cannot
accurately predict its portfolio turnover rate, but it is anticipated that the
annual portfolio turnover rate will generally not exceed 100% (excluding
turnover of securities having a maturity of one year or less). A 100% annual
turnover rate would occur, for example, if all the securities held by a
Portfolio were replaced once in a period of one year. A high turnover rate (100%
or more) necessarily involves greater expenses to the Portfolio. Each Portfolio
engages in portfolio trading (including short-term trading) if it believes that
a transaction including all costs will help in achieving its investment
objective. For the portfolio turnover rate of each Portfolio in prior fiscal
years, see "Supplementary Data" in the financial statements contained in the
annual report attached hereto.
WHEN-ISSUED SECURITIES
New issues of municipal obligations are sometimes offered on a "when-
issued" basis, that is, delivery and payment for the securities normally take
place within a specified number of days after the date of a Portfolio's
commitment and are subject to certain conditions such as the issuance of
satisfactory legal opinions. Each Portfolio may also purchase securities on a
when-issued basis pursuant to refunding contracts in connection with the
refinancing of an issuer's outstanding indebtedness. Refunding contracts
generally require the issuer to sell and a Portfolio to buy such securities on a
settlement date that could be several months or several years in the future.
Each Portfolio will make commitments to purchase when-issued securities only
with the intention of actually acquiring the securities, but may sell such
securities before the settlement date if it is deemed advisable as a matter of
investment strategy. The payment obligation and the interest rate that will be
received on the securities are fixed at the time a Portfolio enters into the
purchase commitment. When a Portfolio commits to purchase a security on a
when-issued basis it records the transaction and reflects the value of the
security in determining its net asset value. Securities purchased on a
when-issued basis and the securities held by a Portfolio are subject to changes
in value based upon the perception of the creditworthiness of the issuer and
changes in the level of interest rates (i.e., appreciation when interest rates
decline and depreciation when interest rates rise). Therefore, to the extent
that a Portfolio remains substantially fully invested at the same time that it
has purchased securities on a when-issued basis, there will be greater
fluctuations in the Portfolio's net asset value than if it solely set aside cash
to pay for when-issued securities.
VARIABLE RATE OBLIGATIONS
Each Portfolio may purchase variable rate obligations. Variable rate
instruments provide for adjustments in the interest rate at specified intervals
(weekly, monthly, semi-annually, etc.). The revised rates are usually set at the
issuer's discretion, in which case the investor normally enjoys the right to
"put" the security back to the issuer or his agent. Rate revisions may
alternatively be determined by formula or in some other contractual fashion.
Variable rate obligations normally provide that the holder can demand payment of
the obligation on short notice at par with accrued interest and are frequently
secured by letters of credit or other credit support arrangements provided by
banks. To the extent that such letters of credit or other arrangements
constitute an unconditional guarantee of the issuer's obligations, a bank may be
treated as the issuer of a security for the purpose of complying with the
diversification requirements set forth in Section 5(b) of the 1940 Act and Rule
5b-2 thereunder. Each Portfolio would anticipate using these obligations as cash
equivalents pending longer term investment of its funds.
REDEMPTION, DEMAND AND PUT FEATURES
Most municipal bonds have a fixed final maturity date. However, it is
commonplace for the issuer to reserve the right to call the bond earlier. Also,
some bonds may have "put" or "demand" features that allow early redemption by
the bondholder. Longer term fixed-rate bonds may give the holder a right to
request redemption at certain times (often annually after the lapse of an
intermediate term). These bonds are more defensive than conventional long term
bonds (protecting to some degree against a rise in interest rates) while
providing greater opportunity than comparable intermediate term bonds, because
the Portfolio may retain the bond if interest rates decline. By acquiring these
kinds of obligations a Portfolio obtains the contractual right to require the
issuer of the security or some other person (other than a broker or dealer) to
purchase the security at an agreed upon price, which right is contained in the
obligation itself rather than in a separate agreement with the seller or some
other person. Because this right is assignable with the security, which is
readily marketable and valued in the customary manner, the Portfolio will not
assign any separate value to such right.
LIQUIDITY AND PROTECTIVE PUT OPTIONS
Each Portfolio may also enter into a separate agreement with the seller of
the security or some other person granting the Portfolio the right to put the
security to the seller thereof or the other person at an agreed upon price. Each
Portfolio intends to limit this type of transaction to institutions (such as
banks or securities dealers) which the Investment Adviser believes present
minimal credit risks and would engage in this type of transaction to facilitate
portfolio liquidity or (if the seller so agrees) to hedge against rising
interest rates. There is no assurance that this kind of put option will be
available to a Portfolio or that selling institutions will be willing to permit
a Portfolio to exercise a put to hedge against rising interest rates. A separate
put option may not be marketable or otherwise assignable, and sale of the
security to a third party or lapse of time with the put unexercised may
terminate the right to exercise the put. A Portfolio does not expect to assign
any value to any separate put option which may be acquired to facilitate
portfolio liquidity, inasmuch as the value (if any) of the put will be reflected
in the value assigned to the associated security; any put acquired for hedging
purposes would be valued in good faith under methods or procedures established
by the Trustees of the Portfolio after consideration of all relevant factors,
including its expiration date, the price volatility of the associated security,
the difference between the market price of the associated security and the
exercise price of the put, the creditworthiness of the issuer of the put and the
market prices of comparable put options. Interest income generated by certain
bonds having put or demand features may not qualify as tax-exempt interest.
SECURITIES LENDING
Each Portfolio may seek to increase its income by lending portfolio
securities to broker-dealers or other institutional borrowers. Under present
regulatory policies of the Commission, such loans are required to be secured
continuously by collateral in cash, cash equivalents or U.S. Government
securities held by the Portfolio's custodian and maintained on a current basis
at an amount at least equal to the market value of the securities loaned, which
will be marked to market daily. Cash equivalents include short-term municipal
obligations as well as taxable certificates of deposit, commercial paper and
other short-term money market instruments. A Portfolio would have the right to
call a loan and obtain the securities loaned at any time on up to five business
days' notice. During the existence of a loan, the Portfolio will continue to
receive the equivalent of the interest paid by the issuer on the securities
loaned and will also receive a fee, or all or a portion of the interest on
investment of the collateral, if any. However, the Portfolio may pay lending
fees to such borrowers. A Portfolio would not have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or the giving or withholding of their consent on a material matter
affecting the investment. As with other extensions of credit there are risks of
delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. However, the loans will be made
only to organizations deemed by the Portfolio's management to be of good
standing and when, in the judgment of the Portfolio's management, the
consideration which can be earned from securities loans of this type, net of
administrative expenses and any finders' fees, justifies the attendant risk.
Distributions by a Fund of any income realized by a Portfolio from securities
loans will be taxable. If the management of the Portfolio decides to make
securities loans, it is intended that the value of the securities loaned would
not exceed 30% of a Portfolio's total assets. Each Portfolio has no present
intention of engaging in securities lending.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
A change in the level of interest rates may affect the value of the
securities held by a Portfolio (or of securities that a Portfolio expects to
purchase). To hedge against changes in rates, a Portfolio may enter into (i)
futures contracts for the purchase or sale of debt securities and (ii) futures
contracts on securities indices. All futures contracts entered into by a
Portfolio are traded on exchanges or boards of trade that are licensed and
regulated by the Commodity Futures Trading Commission ("CFTC") and must be
executed through a futures commission merchant or brokerage firm which is a
member of the relevant exchange. The Portfolio may purchase and write call and
put options on futures contracts which are traded on a United States or foreign
exchange or board of trade. The Portfolio will be required, in connection with
transactions in futures contracts and the writing of options on futures, to make
margin deposits, which will be held by the Portfolio's custodian for the benefit
of the futures commission merchant through whom the Portfolio engages in such
futures and options transactions.
Some futures contracts and options thereon may become illiquid under adverse
market conditions. In addition, during periods of market volatility, a commodity
exchange may suspend or limit transactions in an exchange-traded instrument,
which may make the instrument temporarily illiquid and difficult to price.
Commodity exchanges may also establish daily limits on the amount that the price
of a futures contract or futures option can vary from the previous day's
settlement price. Once the daily limit is reached, no trades may be made that
day at a price beyond the limit. This may prevent the Portfolio from closing out
positions and limiting its losses.
Each Portfolio will engage in futures and related options transactions only
for bona fide hedging purposes as defined in or permitted by CFTC regulations.
The Portfolio will determine that the price fluctuations in the futures
contracts and options on futures are substantially related to price fluctuations
in securities held by the Portfolio or which it expects to purchase. The
Portfolio's futures transactions will be entered into for traditional hedging
purposes -- that is, futures contracts will be sold to protect against a decline
in the price of securities that the Portfolio owns, or futures contracts will be
purchased to protect the Portfolio against an increase in the price of
securities it intends to purchase. Each Portfolio will engage in transactions in
futures and related options contracts only to the extent such transactions are
consistent with the requirements of the Code for maintaining qualification of a
Fund as a regulated investment company for federal income tax purposes (see
"Taxes").
ASSET COVERAGE REQUIREMENTS
Transactions involving when-issued securities or futures contracts and
options (other than options that the Portfolio has purchased) expose the
Portfolio to an obligation to another party. A Portfolio will not enter into any
such transactions unless it owns either (1) an offsetting ("covered") position
in securities or other options or futures contracts, or (2) cash or liquid
securities (such as readily marketable obligations and money market instruments)
with a value sufficient at all times to cover its potential obligations not
covered as provided in (1) above. Each Portfolio will comply with Commission
guidelines regarding cover for these instruments and, if the guidelines so
require, set aside cash or liquid securities in a segregated account with its
custodian in the prescribed amount. The securities in the segregated account
will be marked to market daily.
Assets used as cover or held in a segregated account maintained by the
custodian cannot be sold while the position requiring coverage or segregation is
outstanding unless they are replaced with other appropriate assets. As a result,
the commitment of a large portion of a Portfolio's assets to segregated accounts
or to cover could impede portfolio management or a Portfolio's ability to meet
redemption requests or other current obligations.
INVESTMENT RESTRICTIONS
The following investment restrictions of each Fund are designated as
fundamental policies and as such cannot be changed without the approval of the
holders of a majority of a Fund's outstanding voting securities, which as used
in this SAI means the lesser of (a) 67% of the shares of a Fund present or
represented by proxy at a meeting if the holders of more than 50% of the shares
are present or represented at the meeting or (b) more than 50% of the shares of
a Fund. Accordingly, each Fund may not:
(1) Borrow money or issue senior securities except as permitted by the 1940
Act;
(2) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial or maintenance margin
in connection with futures contracts or related options transactions is not
considered the purchase of a security on margin;
(3) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in selling a
portfolio security under circumstances which may require the registration of the
same under the Securities Act of 1933;
(4) Purchase or sell real estate (including limited partnership interests in
real estate but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest or deal in
real estate or securities which are secured by real estate);
(5) Purchase or sell physical commodities or contracts for the purchase or
sale of physical commodities; or
(6) Make loans to any person except by (a) the acquisition of debt
instruments and making portfolio investments, (b) entering into repurchase
agreements and (c) lending portfolio securities.
Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest all of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund.
Each Portfolio has adopted substantially the same fundamental investment
restrictions as the foregoing investment restrictions adopted by each Fund; such
restrictions cannot be changed without the approval of a "majority of the
outstanding voting securities" of a Portfolio.
The Funds and the Portfolios have adopted the following investment policies
which may be changed by the Trust with respect to a Fund without approval by
that Fund's shareholders or with respect to the Portfolio without approval of a
Fund or its other investors. As a matter of nonfundamental policy, the Fund and
the Portfolio will not: (a) engage in options, futures or forward transactions
if more than 5% of its net assets, as measured by the aggregate of the premiums
paid by the Fund or the Portfolio, would be so invested; (b) make short sales of
securities or maintain a short position, unless at all times when a short
position is open it owns an equal amount of such securities or securities
convertible into or exchangeable, without payment of any further consideration,
for securities of the same issue as, and equal in amount to, the securities sold
short and unless not more than 25% of the Fund's net assets (taken at current
value) is held as collateral for such sales at any one time; (c) invest more
than 15% of its net assets in investments which are not readily marketable,
including restricted securities and repurchase agreements maturing in more than
seven days. Restricted securities for the purposes of this limitation do not
include securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 and commercial paper issued pursuant to Section 4(2) of
said Act that the Board of Trustees of the Trust or the Portfolio, or its
delegate, determines to be liquid; or (d) purchase or retain in its portfolio
any securities issued by an issuer any of whose officers, directors, trustees or
security holders is an officer or Trustee of the Trust or the Portfolio or is a
member, officer, director or trustee of any investment adviser of the Trust or
the Portfolio, if after the purchase of the securities of such issuer by the
Fund or the Portfolio one or more of such persons owns beneficially more than
1/2 of 1% of the shares or securities or both (all taken at market value) of
such issuer and such persons owning more than 1/2 of 1% of such shares or
securities together own beneficially more than 5% of such shares or securities
or both (all taken at market value).
For purposes of a Portfolio's investment restrictions, the determination of
the "issuer" of a municipal obligation which is not a general obligation bond
will be made by the Portfolio's Investment Adviser on the basis of the
characteristics of the obligation and other relevant factors, the most
significant of which is the source of funds committed to meeting interest and
principal payments of such obligations.
Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other asset, or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's or the Portfolio's acquisition
of such security or asset. Accordingly, any later increase or decrease resulting
from a change in values, assets or other circumstances, or any subsequent rating
change below investment grade made by a rating service, will not compel the Fund
or the Portfolio, as the case may be, to dispose of such security or other
asset. Where applicable and notwithstanding the foregoing, under normal market
conditions the Fund and the Portfolio must take actions necessary to comply with
the policy of investing at least 65% of total assets in a particular State.
Moreover, the Fund and Portfolio must always be in compliance with the borrowing
policies set forth above.
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust and the Portfolios are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Investment Adviser, BMR, a
wholly-owned subsidiary of Eaton Vance Management ("Eaton Vance"); of Eaton
Vance's parent, Eaton Vance Corp. ("EVC"); and of BMR's and Eaton Vance's
trustee, Eaton Vance, Inc. ("EV"). Eaton Vance and EV are both wholly-owned
subsidiaries of EVC. Those Trustees who are "interested persons" of the Trust or
the Portfolio, as defined in the 1940 Act by virtue of their affiliation with
BMR, Eaton Vance, EVC or EV, are indicated by an asterisk(*).
TRUSTEES OF THE TRUST AND THE PORTFOLIOS
DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company); Chairman of the Board of Newspapers of New England, Inc. Director
or Trustee of various investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768
JAMES B. HAWKES (56), Vice President and Trustee*
Chairman, President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV,
and a Director of EVC and EV. Director, Trustee and officer of various
investment companies managed by Eaton Vance or BMR.
SAMUEL L. HAYES, III (62), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
School of Business Administration. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02163
NORTON H. REAMER (62), Trustee
President and Director, United Asset Management Corporation (a holding company
owning institutional investment management firms); Chairman, President and
Director, UAM Funds (mutual funds). Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (71), Trustee
Formerly Director of Fiduciary Company Incorporated. Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
JACK L. TREYNOR (67), Trustee
Investment Adviser and Consultant. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274
OFFICERS OF THE TRUST AND THE PORTFOLIOS
THOMAS J. FETTER (54), President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Fetter was elected President of
the Trust and the Portfolio on December 13, 1993.
ROBERT B. MACINTOSH (40), Vice President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. MacIntosh was elected Vice
President of the Trust on March 22, 1993.
JAMES L. O'CONNOR (52), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
ALAN R. DYNNER (57), Secretary
Vice President and Chief Legal Officer of BMR, Eaton Vance, EVC and EV since
November 1, 1996. Previously, he was a Partner of the law firm of Kirkpatrick
& Lockhart LLP, New York and Washington, D.C., and was Executive Vice
President of Neuberger & Berman Management, Inc., a mutual fund management
company. Officer of various investment companies managed by Eaton Vance or
BMR. Mr. Dynner was elected Secretary on June 23, 1997.
JANET E. SANDERS (62), Assistant Secretary
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
A. JOHN MURPHY (34), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993). Officer of various investment companies managed by
Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary on March 27,
1995.
ERIC G. WOODBURY (40), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads. Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant
Secretary on June 19, 1995.
In addition, William H. Ahern, Jr. (38), Vice President of Eaton Vance and
BMR, is a Vice President of the Colorado Portfolio. Mr. Ahern has served as
Vice President of the Colorado Portfolio since June 23, 1997. Nicole Anderes
(36) is a Vice President of the Connecticut and Texas Portfolios. Ms. Anderes
has served as a Vice President of the Connecticut Portfolio since June 19,
1995 and of the Texas Portfolio since December 1, 1995. Ms. Anderes has been a
Vice President of BMR and Eaton Vance since 1994. Prior to joining Eaton
Vance, Ms. Anderes was Vice President and portfolio manager, Lazard Freres
Asset Management. Timothy T. Browse (38), Vice President of Eaton Vance and
BMR, is a Vice President of the Michigan and Pennsylvania Portfolios. Mr.
Browse has served as a Vice President of the Michigan Portfolio since June 19,
1995 and of the Pennsylvania Portfolio since December 1, 1995. Cynthia J.
Clemson (34), Vice President of Eaton Vance and BMR, is a Vice President of
the Arizona Portfolio. Ms. Clemson has served as a Vice President of the
Arizona Portfolio since June 19, 1995. Ms. Anderes, Ms. Clemson, Mr. Ahern and
Mr. Browse are officers of various investment companies managed by Eaton Vance
or BMR.
Messrs. Hayes (Chairman), Reamer and Thorndike are members of the Special
Committee of the Board of Trustees of the Trust and of the Portfolios. The
purpose of the Special Committee is to consider, evaluate and make
recommendations to the full Board of Trustees concerning (i) all contractual
arrangements with service providers to the Funds and the Portfolios, including
investment advisory (Portfolio only), administrative, transfer agency, custodial
and fund accounting and distribution services, and (ii) all other matters in
which Eaton Vance or its affiliates has any actual or potential conflict of
interest with the Funds, the Portfolios or investors therein.
The Nominating Committee of the Board of Trustees of the Trust and the
Portfolios is comprised of four Trustees who are not "interested persons" as
that term is defined under the 1940 Act ("noninterested Trustees"). The
Committee has four-year staggered terms, with one member rotating off the
Committee to be replaced by another noninterested Trustee. The purpose of the
Committee is to recommend to the Board nominees for the position of
noninterested Trustee and to assure that at least a majority of the Board of
Trustees is independent of Eaton Vance and its affiliates.
Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Board of Trustees of the Trust and of the Portfolios. The Audit Committee's
functions include making recommendations to the Trustees regarding the selection
of the independent certified public accountants, and reviewing matters relative
to trading and brokerage policies and practices, accounting and auditing
practices and procedures, accounting records, internal accounting controls, and
the functions performed by the custodian, transfer agent and dividend disbursing
agent of the Trust and of the Portfolios.
Trustees of the Portfolios who are not affiliated with the Investment
Adviser may elect to defer receipt of all or a percentage of their annual fees
in accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by a Portfolio in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolios' assets, liabilities, and net
income per share, and will not obligate a Portfolio to retain the services of
any Trustee or obligate a Portfolio to pay any particular level of compensation
to the Trustee. Neither the Portfolios nor the Trust has a retirement plan for
its Trustees.
The fees and expenses of the noninterested Trustees of the Trust and of the
Portfolios are paid by the Funds (and the other series of the Trust) and the
Portfolios, respectively. (The Trustees of the Trust and the Portfolios who are
members of the Eaton Vance organization receive no compensation from the Trust
or the Portfolios). During the fiscal year ended July 31, 1997, the
noninterested Trustees of the Trust and the Portfolio received the following
compensation in their capacities as Trustees from the Trust and the Portfolio,
and, for the year ended September 30, 1997, received the following compensation
in their capacities as Trustees of the funds in the Eaton Vance fund complex(1):
<TABLE>
<CAPTION>
DONALD R. SAMUEL L. NORTON H. JOHN L. JACK L.
SOURCE OF COMPENSATION DWIGHT(3) HAYES, III(4) REAMER THORNDIKE(5) TREYNOR
<S> <C> <C> <C> <C> <C>
Trust(2) $ 14,809 $ 13,533 $ 13,408 $ 13,894 $ 14,949
Arizona Portfolio $ 1,553 $ 1,831 $ 1,687 $ 1,814 $ 1,812
Colorado Portfolio 347 316 313 324 349
Connecticut Portfolio 2,106 2,337 2,187 2,333 2,371
Michigan Portfolio 2,106 2,337 2,187 2,333 2,371
Minnesota Portfolio 1,138 1,452 1,311 1,425 1,394
New Jersey Portfolio 4,180 3,473 3,314 3,500 3,627
Pennsylvania Portfolio 3,765 3,853 3,689 3,890 4,046
Texas Portfolio 34 31 31 32 35
Trust and Fund Complex $145,000(6) $152,500(7) $145,000 $147,500(8) $150,000
</TABLE>
- ----------
(1) As of December 1, 1997, the Eaton Vance fund complex consists of 166
registered investment companies or series thereof.
(2) The Trust consisted of 52 Funds as of July 31, 1997.
(3) Mr. Dwight received deferred compensation from each Portfolio as follows:
Arizona - $664; Colorado - $149; Connecticut - $901; Michigan - $901;
Minnesota - $487; New Jersey - $1,433; Pennsylvania - $1,611; and Texas -
$15.
(4) Mr. Hayes received deferred compensation from each Portfolio as follows:
Arizona - $475; Colorado - $80; Connecticut - $603; Michigan - $602;
Minnesota - $379; New Jersey - $890; Pennsylvania - $985; and Texas - $8.
(5) Mr. Thorndike received deferred compensation from each Portfolio as follows:
Arizona - $1,364; Colorado - $240; Connecticut - $1,748; Michigan - $1,748;
Minnesota - $1,076; New Jersey - $2,610; Pennsylvania - $2,898;
and Texas - $24.
(6) Includes $5,000 of deferred compensation.
(7) Includes $28,750 of deferred compensation.
(8) Includes $82,384 of deferred compensation.
INVESTMENT ADVISER AND ADMINISTRATOR
Each Portfolio engages BMR as investment adviser pursuant to an Investment
Advisory Agreement, which is substantially the same for each Portfolio. BMR or
Eaton Vance acts as investment adviser to investment companies and various
individual and institutional clients with combined assets under management of
approximately $20 billion.
Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. They maintain a large staff of experienced fixed-income
and equity investment professionals to service the needs of their clients. The
fixed-income division focuses on all kinds of taxable investment- grade and
high-yield securities, tax-exempt investment-grade and high-yield securities,
and U.S. Government securities. The equity division covers stocks ranging from
blue chip to emerging growth companies.
Eaton Vance and its affiliates act as adviser to a family of mutual funds,
and individual and various institutional accounts, including corporations,
hospitals, retirement plans, universities, foundations and trusts. Eaton Vance
mutual funds feature international equities, domestic equities, tax-free
municipal bonds, and U.S. government and corporate bonds. Lloyd George
Management has advised Eaton Vance's international equity funds since 1992.
Founded in 1991, Lloyd George is headquartered in Hong Kong with offices in
London and Mumbai, India. It has established itself as a leader in investment
management in Asian equities and other global markets. Lloyd George features an
experienced team of investment professionals that began working together in the
mid-1980s. Lloyd George analysts cover East Asia, the India subcontinent, Russia
and Eastern Europe, Latin America, Australia and New Zealand from offices in
Hong Kong, London and Mumbai. Together Eaton Vance and Lloyd George manage over
$21 billion in assets. Eaton Vance mutual funds are distributed by the Principal
Underwriter both within the United States and offshore.
The Principal Underwriter believes that an investment professional can
provide valuable services to you to help you reach your investment goals.
Meeting investment goals requires time, objectivity and investment savvy. Before
making an investment recommendation, a representative can help you carefully
consider your short- and long-term financial goals, your tolerance for
investment risk, your investment time frame, and other investments you may
already own. Your professional investment representatives are knowledgeable
about financial markets, as well as the wide range of investment opportunities
available. A representative can help you decide when to buy, sell or persevere
with your investments. A professional investment representative can provide you
with tailored financial advice.
Eaton Vance offers single-state tax-free portfolios in more states than any
other sponsor of mutual funds. There are 32 long-term state portfolios, 5
national portfolios and 9 limited maturity portfolios, which serve as investment
vehicles for over 100 mutual funds with varying pricing options. A staff of 29
(including 7 portfolio managers and 9 credit specialists) is responsible for the
day-to-day management of over 3,500 issues in 46 mutual fund portfolios. Assets
managed by the municipal investment group are currently over $7.6 billion. The
investment philosophy of the municipal investment group is to: seek value by
avoiding unnecessary credit risk; build portfolios one security at a time; and
take a long-term approach to managing market risk. Over the long-term, the group
seeks to maximize tax-free income by keeping portfolios fully invested (rather
than trying to "time the market" for short-term results) and reduce potential
capital losses due to poor credit quality. Diligent and continuing research and
analysis are a critical component of the municipal investment group's investment
philosophy and long-term strategy.
The following persons manage one or more of the Eaton Vance municipal
portfolios. For the identity of a Portfolio's portfolio manager, see the
Prospectus.
William H. Ahern, Jr. is a Vice President of Eaton Vance and BMR. Mr.
Ahern graduated from Boston College in 1981 with a B.A. in Economics, and
received his M.B.A. degree in Finance from Babson College in 1987. Mr. Ahern
is a member of the Boston Security Analysts Society.
Nicole Anderes is a Vice President of Eaton Vance and BMR. Ms. Anderes
graduated from Brown University with a B.A. in Women's Studies/Economics. She
has been an active member of MAGNY/National Federation of Municipal Analysts,
the Public Securities Association and the Municipal Forum, and served as the
General Secretary of MAGNY from 1992 to 1993.
Timothy T. Browse is a Vice President of Eaton Vance and BMR. Mr. Browse
graduated from St. Lawrence University in 1981 and received his M.B.A. degree
from Boston University in 1990.
Cynthia J. Clemson is a Vice President of Eaton Vance and BMR. Ms. Clemson
graduated from Mount Holyoke College with a B.A. in 1985 and received her
M.B.A., cum laude, from Boston University in 1990. She is a member of the
Boston Municipal Analysts Forum, the Boston Securities Analyst Society and the
Financial Analysts Federation.
Thomas J. Fetter is a Vice President of Eaton Vance and BMR, and Director
of Municipal Investments. Mr. Fetter graduated with a degree in Business
Administration from Kent State University. He is a Chartered Financial Analyst
and member of the Boston Security Analysts Society. He is also a member of the
Boston Municipal Analysts Forum.
Robert B. MacIntosh is a Vice President of Eaton Vance and BMR, and the
portfolio manager of single-state, tax-exempt funds in six states: Hawaii,
Louisiana, Massachusetts, Minnesota, New Jersey and North Carolina. He also
serves as economic spokesman for the Eaton Vance organization.
Thomas M. Metzold is a Vice President of Eaton Vance and BMR. He is a
Chartered Financial Analyst and a member of the Boston Security Analysts
Society, the Association for Investment Management & Research, the Boston
Municipal Analysts Forum, and the National Federation of Municipal Analysts.
BMR manages the investments and affairs of each Portfolio subject to the
supervision of the Portfolio's Board of Trustees. BMR furnishes to the
Portfolios investment research, advice and supervision, furnishes an investment
program and determines what securities will be purchased, held or sold by the
Portfolio and what portion, if any, of the Portfolio's assets will be held
uninvested. Each Investment Advisory Agreement requires BMR to pay the salaries
and fees of all officers and Trustees of the Portfolio who are members of the
BMR organization and all personnel of BMR performing services relating to
research and investment activities. A Portfolio is responsible for all expenses
not expressly stated to be payable by BMR under its Investment Advisory
Agreement, including, without implied limitation, (i) expenses of maintaining
the Portfolio and continuing its existence, (ii) registration of the Portfolio
under the 1940 Act, (iii) commissions, fees and other expenses connected with
the acquisition, holding and disposition of securities and other investments,
(iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale and redemption of interests in
the Portfolio, (viii) expenses of registering and qualifying the Portfolio and
interests in the Portfolio under federal and state securities laws and of
preparing and printing registration statements or other offering statements or
memoranda for such purposes and for distributing the same to investors, and fees
and expenses of registering and maintaining registrations of the Portfolio and
of the Portfolio's placement agent as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to investors and of
meetings of investors and proxy solicitations therefor, (x) expenses of reports
to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Portfolio (including
without limitation safekeeping of funds, securities and other investments,
keeping of books, accounts and records, and determination of net asset values,
book capital account balances and tax capital account balances), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
investor servicing agents and registrars for all services to the Portfolio, (xv)
expenses for servicing the accounts of investors, (xvi) any direct charges to
investors approved by the Trustees of the Portfolio, (xvii) compensation and
expenses of Trustees of the Portfolio who are not members of BMR's organization,
and (xviii) such non-recurring items as may arise, including expenses incurred
in connection with litigation, proceedings and claims and any legal obligation
of the Portfolio to indemnify its Trustees, officers and investors with respect
thereto, to the extent not covered by insurance.
For a description of the compensation that each Portfolio pays BMR, see the
Prospectus. The following table sets forth the net assets of each Portfolio and
the advisory fees earned during the fiscal years ended July 31, 1997, 1996 and
1995.
<TABLE>
<CAPTION>
ADVISORY FEE FOR FISCAL YEARS ENDED
NET ASSETS -----------------------------------
PORTFOLIO AT 7/31/97 JULY 31, 1997 JULY 31, 1996 JULY 31, 1995
- --------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Arizona $112,471,793 $ 482,775 $ 574,999 $ 629,148
Colorado(1) 42,624,444 113,698 130,068 128,496
Connecticut 174,977,590 771,883 841,092 835,605
Michigan 150,223,646 676,686 795,032 856,258
Minnesota 70,673,674 252,187 295,178 310,489
New Jersey 352,772,070 1,707,028 1,878,801 1,944,340
Pennsylvania 402,220,740 1,982,739 2,262,320 2,416,419
Texas(2) 21,676,141 41,158 55,086 56,319
</TABLE>
- ----------
(1) To enhance the net income of the Colorado Portfolio, BMR made a reduction of
its advisory fee for the periods ended July 31, 1996 and 1995 in the amount
of $7,886 and $69,064, respectively.
(2) To enhance the net income of the Texas Portfolio, BMR made a reduction of
its advisory fee for the periods ended July 31, 1996 and 1995 in the amount
$27,295 and $56,319, respectively. For the period ended July 31, 1995, BMR
was allocated a portion of the expenses related to the operation of the
Portfolio in the amount of $18,606.
Each Investment Advisory Agreement with BMR continues in effect from year to
year so long as such continuance is approved at least annually (i) by the vote
of a majority of the noninterested Trustees of the Portfolio cast in person at a
meeting specifically called for the purpose of voting on such approval and (ii)
by the Board of Trustees of the Portfolio or by vote of a majority of the
outstanding voting securities of the Portfolio. Each Agreement may be terminated
at any time without penalty on sixty (60) days' written notice by the Board of
Trustees of either party, or by vote of the majority of the outstanding voting
securities of the Portfolio, and the Agreement will terminate automatically in
the event of its assignment. Each Agreement provides that BMR may render
services to others. Each Agreement also provides that BMR shall not be liable
for any loss incurred in connection with the performance of its duties, or
action taken or omitted under that Agreement, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties thereunder, or
for any losses sustained in the acquisition, holding or disposition of any
security or other investment.
As indicated in the Prospectus, Eaton Vance serves as Administrator of each
Fund, but currently receives no compensation for providing administrative
services to the Fund. Under its Administrative Services Agreement with the
Trust, Eaton Vance has been engaged to administer the Funds' affairs, subject to
the supervision of the Trustees of the Trust, and shall furnish for the use of
the Funds' office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Funds.
Each Fund pays all of its own expenses including, without limitation, (i)
expenses of maintaining the Fund and continuing its existence, (ii) its pro rata
share of the Trust's registration under the 1940 Act, (iii) commissions, fees
and other expenses connected with the purchase or sale of securities and other
investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Fund and
its shares under federal and state securities laws and of preparing and printing
prospectuses for such purposes and for distributing the same to shareholders and
investors, and fees and expenses of registering and maintaining registrations of
the Fund and of the Fund's principal underwriter, if any, as broker-dealer or
agent under state securities laws, (ix) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Fund
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation and expenses of Trustees of the Trust who are not members of the
Eaton Vance organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and any legal obligation of the Trust to indemnify its Trustees and
officers with respect thereto, to the extent not covered by insurance.
BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and EV are
both wholly-owned subsidiaries of EVC. BMR and Eaton Vance are both
Massachusetts business trusts, and EV is the trustee of BMR and Eaton Vance.
The Directors of EV are M. Dozier Gardner, James B. Hawkes and Benjamin A.
Rowland, Jr. The Directors of EVC consist of the same persons and John G. L.
Cabot and Ralph Z. Sorenson. Mr. Hawkes is chairman and Mr. Gardner is vice
chairman. Mr. Hawkes is president and chief executive officer of EVC, BMR,
Eaton Vance and EV. All of the issued and outstanding shares of Eaton Vance
and EV are owned by EVC. All of the issued and outstanding shares of BMR are
owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC
are deposited in a Voting Trust, the Voting Trustees of which are Messrs.
Gardner, Hawkes, Rowland, and Alan R. Dynner, Thomas E. Faust, Jr., William M.
Steul, and Wharton P. Whitaker. The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting
trust receipts issued under said Voting Trust are owned by certain of the
officers of BMR and Eaton Vance who are also officers, or officers and
Directors of EVC and EV. As of October 31, 1997, Messrs. Gardner and Hawkes
each owned 24% of such voting trust receipts, and Messrs. Rowland and Faust
owned 15% and 13%, respectively, and Messrs. Dynner, Steul and Whitaker each
owned 8%. Messrs. Hawkes and Dynner are officers or Trustees of the Trust and
the Portfolios and are members of the EVC, BMR, Eaton Vance and EV
organizations. Messrs. Ahern, Browse, Fetter, MacIntosh, Metzold, Murphy,
O'Connor and Woodbury and Ms. Anderes, Ms. Clemson and Ms. Sanders, are
officers of the Trust and/or the Portfolios and are also members of the BMR,
Eaton Vance and EV organizations.
Eaton Vance owns all the stock of Northeast Properties, Inc., which is
engaged in real estate investment. EVC owns all the stock of Fulcrum Management,
Inc., and MinVen Inc., which are engaged in precious metal mining venture
investment and management. EVC also owns approximately 21% of the Class A shares
of Lloyd George Management (B.V.I.) Limited, a registered investment adviser.
EVC, BMR, Eaton Vance and EV may also enter into other businesses.
EVC and its affiliates and their officers and employees from time to time
have transactions with various banks, including the custodian of the Fund and
the Portfolio, IBT. It is Eaton Vance's opinion that the terms and conditions of
such transactions were not and will not be influenced by existing or potential
custodial or other relationships between the Fund or the Portfolio and such
banks.
CUSTODIAN
IBT acts as custodian for the Trust and the Portfolios. IBT has the custody
of all cash and securities representing a Fund's interest in a Portfolio, has
custody of each Portfolio's assets, maintains the general ledger of each
Portfolio and each Fund and computes the daily net asset value of interests in
each Portfolio and the net asset value of shares of the Fund. In such capacity
it attends to details in connection with the sale, exchange, substitution,
transfer or other dealings with the Portfolios' investments, receives and
disburses all funds and performs various other ministerial duties upon receipt
of proper instructions from the Trust and the Portfolios. IBT charges fees which
are competitive within the industry. A portion of the fee relates to custody,
bookkeeping and valuation services and is based upon a percentage of Fund and
Portfolio net assets and a portion of the fee relates to activity charges,
primarily the number of portfolio transactions. These fees are then reduced by a
credit for cash balances of the particular investment company at the custodian
equal to 75% of the 91-day, U.S. Treasury Bill auction rate applied to the
particular investment company's average daily collected balances for the week.
IBT also provides services in connection with the preparation of shareholder
reports and the electronic filing of such reports with the Commission, for which
it receives a separate fee.
SERVICES FOR ACCUMULATION -- CLASS A SHARES
The following services are voluntary, involve no extra charge, other than
the sales charge included in the offering price, and may be changed or
discontinued without penalty at any time.
Intended Quantity Investment -- Statement of Intention. If it is anticipated
that $25,000 or more of Class A shares and shares of other funds exchangeable
for Class A shares and listed under "The Eaton Vance Exchange Privilege" in the
Prospectus will be purchased within a 13-month period, a Statement of Intention
should be signed so that shares may be obtained at the same reduced sales charge
as though the total quantity were invested in one lump sum. Shares held under
Right of Accumulation (see below) as of the date of the Statement will be
included toward the completion of the Statement. The Statement authorizes the
Transfer Agent to hold in escrow sufficient shares (5% of the dollar amount
specified in the Statement) which can be redeemed to make up any difference in
sales charge on the amount intended to be invested and the amount actually
invested. Execution of a Statement does not obligate the shareholder to purchase
or the Fund to sell the full amount indicated in the Statement, and should the
amount actually purchased during the 13-month period be more or less than that
indicated on the Statement, price adjustments will be made. For sales charges
and other information on quantity purchases, see "How to Buy Shares" in the
Prospectus. Any investor considering signing a Statement of Intention should
read it carefully.
Right of Accumulation -- Cumulative Quantity Discount. The applicable sales
charge level for the purchase of Class A shares is calculated by taking the
dollar amount of the current purchase and adding it to the value (calculated at
the maximum current offering price) of the shares the shareholder owns in his or
her account(s) in the Fund, and shares of other funds exchangeable for Class A
shares and listed under "The Eaton Vance Exchange Privilege" in the Prospectus.
The sales charge on the shares being purchased will then be at the rate
applicable to the aggregate. For sales charges on quantity purchases, see "How
to Buy Shares" in the Prospectus. Shares purchased (i) by an individual, his or
her spouse and their children under the age of twenty-one, and (ii) by a
trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for the Right of Accumulation and if qualifying, the
applicable sales charge level.
For any such discount to be made available, at the time of purchase a
purchaser or his or her Authorized Firm must provide the Principal Underwriter
(in the case of a purchase made through an Authorized Firm) or the Transfer
Agent (in the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Confirmation of the order is subject to such verification. The Right
of Accumulation privilege may be amended or terminated at any time as to
purchases occurring thereafter.
SERVICE FOR WITHDRAWAL
The Transfer Agent will send to the shareholder regular monthly or quarterly
payments of any permitted amount designated by the shareholder (see "Eaton Vance
Shareholder Services -- Withdrawal Plan" in the Prospectus) based upon the value
of the shares held. The checks will be drawn from share redemptions and hence,
although they are a return of principal, may require the recognition of taxable
gain or loss. Income dividends and capital gains distributions in connection
with withdrawal plan accounts will be credited at net asset value as of the
record date for each distribution. Continued withdrawals in excess of current
income will eventually use up principal, particularly in a period of declining
market prices. A shareholder may not have a withdrawal plan in effect at the
same time he or she has authorized Bank Automated Investing or is otherwise
making regular purchases of Fund shares. The shareholder, the Transfer Agent or
the Principal Underwriter will be able to terminate the withdrawal plan at any
time without penalty.
DETERMINATION OF NET ASSET VALUE
The net asset value of each Portfolio is computed by IBT (as agent and
custodian for the Portfolio) by subtracting the liabilities of the Portfolio
from the value of its total assets. Inasmuch as the market for municipal
obligations is a dealer market with no central trading location or continuous
quotation system, it is not feasible to obtain last transation prices for most
municipal obligations held by the Portfolio, and such obligations, including
those purchased on a when-issued basis, will normally be valued on the basis of
valuations furnished by a pricing service. The pricing service uses information
with respect to transactions in bonds, quotations from bond dealers, market
transactions in comparable securities, various relationships between securities,
and yield to maturity in determining value. Taxable obligations for which price
quotations are readily available normally will be valued at the mean between the
latest available bid and asked prices. Open futures positions on debt securities
are valued at the most recent settlement prices, unless such price does not
reflect the fair value of the contract, in which case the positions will be
valued by or at the direction of the Trustees of the Portfolio. Other assets are
valued at fair value using methods determined in good faith by or at the
direction of the Trustees of the Portfolio. The Fund and the Portfolio will be
closed for business and will not price their respective shares or interests on
the following business holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Each investor in a Portfolio, including a Fund, may add to or reduce its
investment in the Portfolio on each day the Exchange is open for trading
("Portfolio Business Day") as of the close of regular trading on the Exchange
(the "Portfolio Valuation Time"). The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage, determined on the prior Portfolio Business Day, which
represented that investor's share of the aggregate interests in the Portfolio on
such prior day. Any additions or withdrawals for the current Portfolio Business
Day will then be recorded. Each investor's percentage of the aggregate interest
in the Portfolio will then be recomputed as a percentage equal to a fraction (i)
the numerator of which is the value of such investor's investment in the
Portfolio as of the Portfolio Valuation Time on the prior Portfolio Business Day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio on the current Portfolio
Business Day and (ii) the denominator of which is the aggregate net asset value
of the Portfolio as of the Portfolio Valuation Time on the prior Portfolio
Business Day plus or minus, as the case may be, the amount of the net additions
to or withdrawals from the aggregate investment in the Portfolio on the current
Portfolio Business Day by all investors in the Portfolio. The percentage so
determined will then be applied to determine the value of the investor's
interest in the Portfolio for the current Portfolio Business Day.
INVESTMENT PERFORMANCE
Average annual total return is determined separately for each Class of a
Fund by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital appreciation/
depreciation, and distributions paid and reinvested) for the stated period and
annualizing the result. The calculation assumes (i) that all distributions are
reinvested at net asset value on the reinvestment dates during the period, (ii)
the deduction of the maximum sales charge from the initial $1,000 purchase order
for Class A shares, (iii) a complete redemption of the investment and, (iv) the
deduction of any CDSC at the end of the period. For further information
concerning the total return of the Classes of a Fund, see Appendix A and
Appendix B.
Yield is computed separately for each Class of a Fund pursuant to a
standardized formula by dividing the net investment income per share earned
during a recent thirty-day period by the maximum offering price (including the
maximum initial sales charge for Class A shares) per share on the last day of
the period and annualizing the resulting figure. Net investment income per share
is calculated from the yields to maturity of all debt obligations held by the
Portfolio based on prescribed methods, reduced by accrued Fund and Class
expenses for the period with the resulting number being divided by the average
daily number of Class shares outstanding and entitled to receive distributions
during the period. This yield figure does not reflect the deduction of any CDSCs
which (if applicable) are imposed upon certain redemptions at the rates set
forth under "How to Redeem Shares" in the Prospectus. Yield calculations assume
the current maximum initial sales charge for Class A shares set forth under "How
to Buy Shares" in the Prospectus. (Actual yield may be affected by variations in
sales charges on investments). A taxable-equivalent yield is computed by using
the tax-exempt yield and dividing by 1 minus a stated rate. For the yield and
taxable-equivalent yield of the Classes of a Fund, see Appendix A and Appendix
B.
A Fund's total return may be compared to relevant indices, such as the
Consumer Price Index, the Bond Buyer 25 Revenue Bond Index and the Lehman
Brothers Municipal Bond Index, which may be used in advertisements and in
information furnished to present or prospective shareholders. A Fund's
performance may differ from that of other investors in its corresponding
Portfolio, including other investment companies.
The Trust (or Principal Underwriter) may provide investors with information
on municipal bond investing, which may include comparative performance
information, evaluations of Fund performance, charts and/or illustrations
prepared by independent sources (such as Lipper Analytical Services Inc.,
CDA/Wiesenberger, Morningstar, Inc., The Bond Buyer, the Federal Reserve Board
or The Wall Street Journal). The Trust may also refer in investor publications
to Tax Freedom Day, as computed by the Tax Foundation, Washington, DC 20005, to
help illustrate the value of tax free investing, as well as other tax-related
information. Information, charts and illustrations showing the effects of
inflation and taxes (including their effects on the dollar and the return on
various investments) and compounding earnings may also be included in
advertisements and materials furnished to present and prospective investors.
Information about portfolio allocation and holdings of a Portfolio at a
particular date (including ratings assigned by independent ratings services such
as Moody's, S&P and Fitch) may be included in advertisements and other material
furnished to present and prospective shareholders. Such information may be
stated as a percentage of the Portfolio's bond holdings on such date.
Comparative information about the yield or distribution rate of a Fund and
about average rates of return on certificates of deposit, bank money market
deposit accounts, money market mutual funds and other short-term investments may
also be included in advertisements, supplemental sales literature or
communications of the Fund. Such information may also compare the tax equivalent
yield (or value) of the Fund to the after-tax yield (or value) of such other
investment vehicles. Such information may be in the form of hypothetical
illustrations. A bank certificate of deposit, unlike the Fund's shares, pays a
fixed rate of interest and entitles the depositor to receive the face amount of
the certificate of deposit at maturity. A bank money market deposit account is a
form of savings account which pays a variable rate of interest. Unlike the
Fund's shares, bank certificates of deposit and bank money market deposit
accounts are insured by the Federal Deposit Insurance Corporation. A money
market mutual fund is designed to maintain a constant value of $1.00 per share
and, thus, a money market fund's shares are subject to less price fluctuation
than the Fund's shares.
The average rates of return of money market mutual funds, certificates of
deposit and bank money market deposit accounts referred to in advertisements,
supplemental sales literature or communications of the Fund will be based on
rates published by the Federal Reserve Bank, Donoghues Money Fund Averages,
RateGram or The Wall Street Journal.
Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:
- cost associated with aging parents;
- funding a college education (including its actual and estimated
cost);
- health care expenses (including actual and projected expenses);
- long-term disabilities (including the availability of, and coverage
provided by, disability insurance); and
- retirement (including the availability of social security benefits,
the tax treatment of such benefits and statistics and other
information relating to maintaining a particular standard of living
and outliving existing assets).
Such information may also address different methods for saving money and the
results of such methods, as well as the benefits of investing in municipal bond
funds. Such information may describe the following advantages of investing in a
municipal bond mutual fund versus individual municipal bonds: regular monthly
income; free reinvestment of distributions; potential for increased income; bond
diversification; liquidity; low-cost easy access; and active management and in
depth credit analysis by investment professionals. In addition, by investing in
a municipal bond fund instead of individual bonds, an investor can avoid dealing
with the complexities of the municipal bond market, while benefitting from the
market access and lower transactions costs enjoyed by municipal bond funds.
The Trust (or Principal Underwriter) may provide information about Eaton
Vance, its affiliates and other investment advisers to the funds in the Eaton
Vance Family of Funds in sales material or advertisements provided to investors
or prospective investors. Such material or advertisements may also provide
information on the use of investment professionals by such investors.
TAXES
Each series of the Trust is treated as a separate entity for federal income
tax purposes. Each Fund has elected to be treated and intends to qualify each
year, as a regulated investment company ("RIC") under the Code. Accordingly,
each Fund intends to satisfy certain requirements relating to sources of its
income and diversification of its assets and to distribute substantially all of
its ordinary income (including tax-exempt income) and net income (after
reduction by any available capital loss carryforwards) in accordance with the
timing requirements imposed by the Code, so as to maintain its RIC status and to
avoid paying any federal income or excise tax. Each Fund so qualified for its
fiscal year ended July 31, 1997. Because each Fund invests its assets in a
Portfolio, the Portfolio normally must satisfy the applicable source of income
and diversification requirements in order for the Fund to also satisfy these
requirements. Each Portfolio will allocate at least annually among its
investors, including a Fund, 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.
For purposes of applying the requirements of the Code regarding qualification as
a RIC, each Fund (i) will be deemed to own its proportionate share of each of
the assets of the corresponding Portfolio and (ii) will be entitled to the gross
income of that Portfolio attributable to such share.
In order to avoid incurring a federal excise tax obligation, the Code
requires that each Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year at least 98% of its ordinary income (not
including tax-exempt income) for such year, at least 98% of its capital gain net
income (which is the excess of its realized capital gains over its realized
capital losses), generally computed on the basis of the one-year period ending
on October 31 of such year, after reduction by (i) any available capital loss
carryforwards and (ii) 100% of any income from the prior year (as previously
computed) that was not paid out during such year and on which the Fund paid no
federal income tax. Under current law, provided that a Fund qualifies as a RIC
and a Portfolio is treated as a partnership for Massachusetts and federal tax
purposes, neither the Fund nor the Portfolio should be liable for any income,
corporate excise or franchise tax in the Commonwealth of Massachusetts.
A Portfolio's investment in zero coupon and certain other securities will
cause it to realize income prior to the receipt of cash payments with respect to
these securities. Such income will be allocated daily to interests in the
Portfolio and, in order to enable the relevant Fund to distribute its
proportionate share of this income and avoid a tax payable by the Fund, the
Portfolio may be required to liquidate securities that it might otherwise have
continued to hold in order to generate cash that the Fund may withdraw from the
Portfolio to make distributions to Fund shareholders.
Investments in lower-rated or unrated securities may present special tax
issues for a Portfolio (and, hence, for the relevant Fund) to the extent that
the issuers of these securities default on their obligations pertaining thereto.
The Code is not entirely clear regarding the federal income tax consequences of
a Fund's taking certain positions in connection with ownership of such
distressed securities. For example, the Code is unclear regarding: (i) when a
Portfolio may cease to accrue interest, original issue discount, or market
discount; (ii) when and to what extent deductions may be taken for bad debts or
worthless securities; (iii) how payments received on obligations in default
should be allocated between principal and income; and (iv) whether exchanges of
debt obligations in a workout context are taxable.
Distributions by a Fund of net tax-exempt interest income that are properly
designated as "exempt-interest dividends" may be treated by shareholders as
interest excludable from gross income under Section 103(a) of the Code. In order
for a Fund to be entitled to pay the tax-exempt interest income allocated to it
by its corresponding Portfolio as exempt-interest dividends to its shareholders,
the Fund must and intends to satisfy certain requirements, including the
requirement that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets consists of obligations the interest on which
is exempt from regular federal income tax under Code Section 103(a). For
purposes of applying this 50% requirement, the Fund will be deemed to own its
proportionate share of each of the assets of the Portfolio, and the Portfolio
currently intends to invest its assets in a manner such that the Fund can meet
this 50% requirement. Interest on certain municipal obligations is treated as a
tax preference item for purposes of the AMT. Shareholders of each Fund are
required to report tax-exempt interest on their federal income tax returns.
From time to time proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on certain types of municipal obligations, and it can be expected that
similar proposals may be introduced in the future. Under federal tax legislation
enacted in 1986, the federal income tax exemption for interest on certain
municipal obligations was eliminated or restricted. As a result of such
legislation, the availability of municipal obligations for investment by a
Portfolio and the value of the securities held by it may be affected.
In the course of managing its investments, a Portfolio may realize some
short-term and long-term capital gains (and/or losses) as a result of market
transactions, including sales of portfolio securities and rights to when- issued
securities and options and futures transactions. A Portfolio may also realize
taxable income from certain short-term taxable obligations, securities loans, a
portion of discount with respect to certain stripped municipal obligations or
their stripped coupons, and certain realized gains or income attributable to
accrued market discount. Any distributions by a Fund of its share of such
capital gains (after reduction by any capital loss carryforwards) or taxable
income would be taxable to shareholders of the Fund. However, it is expected
that such amounts, if any, would normally be insubstantial in relation to the
tax exempt interest earned by the corresponding Portfolio and allocated to the
Fund. Certain distributions of a Fund, if declared in October, November or
December and paid the following January, may be taxed to shareholders as if
received on December 31 of the year in which they are declared.
A Portfolio's transactions in options and futures contracts will be subject
to special tax rules that may affect the amount, timing and character of Fund
distributions to shareholders. For example, certain positions held by a
Portfolio on the last business day of each taxable year will be "marked to
market" (i.e., treated as if closed out on such day), and any resulting gain or
loss will generally be treated as 60% long-term and 40% short-term capital gain
or loss. Certain positions held by a Portfolio that substantially diminish the
Portfolio's risk of loss with respect to other positions in its portfolio may
constitute "straddles," which are subject to tax rules that may cause deferral
of Portfolio losses, adjustments in the holding periods of Portfolio securities,
and conversion of short-term capital losses into long-term capital losses. A
Portfolio may have to limit its activities in options and futures contracts in
order to enable the relevant Fund to maintain its RIC status.
Any loss realized upon the sale or exchange of shares of a Fund with a tax
holding period of 6 months or less will be disallowed to the extent the
shareholder has received tax-exempt interest with respect to such shares and, to
the extent the loss exceeds the disallowed amount, will be treated as a
long-term capital loss to the extent of any distribution treated as net
long-term capital gains with respect to such shares. In addition, a loss
realized on a redemption or other disposition of Fund shares may be disallowed
to the extent the shareholder acquired other Fund shares (whether through the
reinvestment of distributions or otherwise) within the period beginning 30 days
before the redemption of the loss shares and ending 30 days after such date.
Amounts paid by a Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number
("TIN") and certain certifications required by the Internal Revenue Service (the
"IRS") as well as shareholders with respect to whom the Fund has received
certain information from the IRS or a broker, may be subject to "backup"
withholding of federal income tax arising from the Fund's taxable dividends and
other distributions as well as the proceeds of redemption transactions
(including repurchases and exchanges), at a rate of 31%. An individual's TIN is
generally his or her social security number.
Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on a Fund's distributions from its ordinary income and the excess of its
net short-term capital gain over its net long-term capital loss, unless the tax
is reduced or eliminated by an applicable tax convention. Distributions from the
excess of a Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of the Fund generally will not be subject to U.S. federal
income taxation, provided that non-resident alien status has been certified by
the shareholder. Different U.S. tax consequences may arise if: (i) the
shareholder is engaged in a trade or business in the United States; (ii) the
shareholder is present in the United States for a sufficient period of time
during a taxable year to be treated as a U.S. resident, (generally 180 days or
more); or (iii) the shareholder fails to provide any required certifications
regarding its status as a non-resident alien investor. Foreign shareholders
should consult their tax advisers regarding the U.S. and foreign tax
consequences of an investment in a Fund.
TEXAS TAXES. In most every state which has an income tax, dividends paid by
a mutual fund attributable to investments in a particular state's municipal
obligations are exempt from both federal and such state's income tax. If Texas
adopts an income tax in the future, and assuming that its income tax policy with
respect to mutual funds investing in Texas state and local municipal obligations
would be similar to the general tax policy of other states, dividends paid by
the Fund would be exempt from Texas state income tax.
The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, insurance
companies and financial institutions. Shareholders should consult their own tax
advisers with respect to special tax rules that may apply in their particular
situations, as well as the state, local, and, where applicable, foreign tax
consequences of investing in a Fund.
PRINCIPAL UNDERWRITER
CLASS A SHARES. Class A shares of each Fund may be continuously purchased at
the public offering price through Authorized Firms which have agreements with
the Principal Underwriter. The Trust reserves the right to suspend or limit the
offering of its shares to the public at any time. The public offering price is
the net asset value next computed after receipt of the order, plus, where
applicable, a variable percentage (sales charge) depending upon the amount of
purchase as indicated by the sales charge table set forth in the Prospectus (see
"How to Buy Shares"). Such table is applicable to purchases of a Fund alone or
in combination with purchases of certain other funds offered by the Principal
Underwriter, made at a single time by (i) an individual, or an individual, his
spouse and their children under the age of twenty-one, purchasing shares for his
or their own account, and (ii) a trustee or other fiduciary purchasing shares
for a single trust estate or a single fiduciary account. The table is also
presently applicable to (1) purchases of Class A shares pursuant to a written
Statement of Intention; or (2) purchases of Class A shares pursuant to the Right
of Accumulation and declared as such at the time of purchase.
Subject to the applicable provisions of the 1940 Act, the Trust may issue
Class A shares at net asset value in the event that an investment company
(whether a regulated or private investment company or a personal holding
company) is merged or consolidated with or acquired by the Class. Normally no
sales charges will be paid in connection with an exchange of Class A shares for
the assets of such investment company. Class A shares may be sold at net asset
value to any officer, director, trustee, general partner or employee of the
Trust, a Portfolio or any investment company for which Eaton Vance or BMR acts
as investment adviser, any investment advisory, agency, custodial or trust
account managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance, or any officer, director or employee of any
parent, subsidiary or other affiliate of Eaton Vance. The terms "officer,"
"director," "trustee," "general partner" or "employee" as used in this paragraph
include any such person's spouse and minor children, and also retired officers,
directors, trustees, general partners and employees and their spouses and minor
children. Class A shares may also be sold at net asset value to registered
representatives and employees of Authorized Firms and to the spouses and
children under the age of 21 and beneficial accounts of such persons.
The Principal Underwriter acts as principal in selling Class A shares under
a Distribution Agreement with the Trust. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising are borne by the Principal Underwriter.
The fees and expenses of qualifying and registering and maintaining
qualifications and registrations of the Fund and its shares under federal and
state securities laws are borne by the Fund. The Distribution Agreement is
renewable annually by the Board of Trustees of the Trust (including a majority
of the noninterested Trustees) may be terminated on six months' notice by either
party and is automatically terminated upon assignment. The Principal Underwriter
distributes Class A shares on a "best efforts" basis under which it is required
to take and pay for only such shares as may be sold. The Principal Underwriter
allows Authorized Firms discounts from the applicable public offering price
which are alike for all Authorized Firms. The Principal Underwriter may allow,
upon notice to all Authorized Firms with whom it has agreements, discounts up to
the full sales charge during the periods specified in the notice. During periods
when the discount includes the full sales charge, such Authorized Firms may be
deemed to be underwriters as that term is defined in the Securities Act of 1933.
The Trust has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $2.50 for each repurchase transaction handled
by the Principal Underwriter. The Principal Underwriter estimates that the
expenses incurred by it in acting as repurchase agent for the Trust will exceed
the amounts paid therefor.
CLASS B SHARES. Under a Distribution Agreement, the Principal Underwriter
acts as principal in selling Class B shares. The expenses of printing copies of
prospectuses used to offer shares to Authorized Firms or investors and other
selling literature and of advertising is borne by the Principal Underwriter. The
fees and expenses of qualifying and registering and maintaining qualifications
and registrations of the Fund and its shares under federal and state securities
laws are borne by the Fund. In addition, each Class B makes payments to the
Principal Underwriter pursuant to a Distribution Plan as described in the
Prospectus; the provisions of the plan relating to such payments are included in
the Distribution Agreement. The Distribution Agreement is renewable annually by
the Trust's Board of Trustees (including a majority of the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Distribution Plan or the Distribution Agreement), may be terminated on sixty
days' notice either by such Trustees or by vote of a majority of the outstanding
Class B shares or on six months' notice by the Principal Underwriter and is
automatically terminated upon assignment. The Principal Underwriter distributes
Class B shares on a "best efforts" basis under which it is required to take and
pay for only such shares as may be sold. The Trust has authorized the Principal
Underwriter to act as its agent in repurchasing shares at the rate of $2.50 for
each repurchase transaction handled by the Principal Underwriter. The Principal
Underwriter estimates that the expenses incurred by it in acting as repurchase
agent for the Trust will exceed the amounts paid therefor. For the amount paid
by the Trust to the Principal Underwriter for acting as repurchase agent, see
Appendix B.
SERVICE PLAN -- CLASS A SHARES
The Trust on behalf of each of its Class A shares has adopted a Service Plan
(the "Plan") designed to meet the service fee requirements of the sales charge
rule of the National Association of Securities Dealers, Inc. (the "NASD").
(Management believes service fee payments are not distribution expenses governed
by Rule 12b-1 under the 1940 Act, but has chosen to have the Plan approved as if
that Rule were applicable.) The following supplements the discussion of the Plan
contained in the Prospectus.
The Plan continues in effect from year to year, for so long as such
continuance is approved by a vote of both a majority of (i) the noninterested
Trustees who have no direct or indirect financial interest in the operation of
the Plan or any agreements related to it (the "Plan Trustees") and (ii) all of
the Trustees then in office, cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan. The Plan may be terminated any time by
vote of the Plan Trustees or by a vote of a majority of the outstanding Class A
shares of a Fund. The Plan has been approved by the Board of Trustees of the
Trust, including the Plan Trustees.
Under the Plan, an officer of the Trust shall provide to the Trustees for
their review, and the Trustees shall review at least quarterly, a written report
of the amount expended under the Plan and the purposes for which such
expenditures were made. The Plan may not be amended to increase materially the
payments described herein without approval of the affected shareholders of Class
A shares, and all material amendments of the Plan must also be approved by the
Trustees of the Trust in the manner described above. So long as the Plan is in
effect, the selection and nomination of Trustees who are not interested persons
of the Trust shall be committed to the discretion of the Trustees who are not
such interested persons. The Trustees have determined that in their judgment
there is a reasonable likelihood that the Plan will benefit each Fund and its
Class A shareholders.
DISTRIBUTION PLAN -- CLASS B SHARES
The Trust has adopted a Distribution Plan (the "Plan") on behalf of its
Class B shares designed to meet the requirements of Rule 12b-1 under the 1940
Act and the sales charge rule of the NASD. The purpose of the Plan is to
compensate the Principal Underwriter for its distribution services and
facilities provided with respect to Class B shares.
The Plan provides that each Fund will pay sales commissions and distribution
fees to the Principal Underwriter only after and as a result of the sale of
Class B shares of the Fund. On each sale of Fund shares (excluding reinvestment
of distributions) the Fund will pay the Principal Underwriter amounts
representing (i) sales commissions equal to 5% of the amount received by the
Fund for each share sold and (ii) distribution fees calculated by applying the
rate of 1% over the prime rate then reported in The Wall Street Journal to the
outstanding balance of uncovered distribution charges (as described below) of
the Principal Underwriter.
The amount payable to the Principal Underwriter pursuant to the Plan as
sales commissions and distribution fees with respect to each day will be accrued
on such day as a liability of the respective Class and will accordingly reduce
the Class's net assets upon such accrual, all in accordance with generally
accepted accounting principles. The amount payable on each day is limited to
1/365 of .75% of a Class's net assets on such day. The level of a Class's net
assets changes each day and depends upon the amount of sales and redemptions of
shares, the changes in the value of the investments held by the Portfolio, the
expenses of the Class, Fund and the Portfolio accrued and allocated to the Fund
and Class on such day, income on portfolio investments of the Portfolio accrued
and allocated to the Fund on such day, and any dividends and distributions
declared on Fund shares. The Trust does not accrue possible future payments as a
liability of a Class or reduce a Class's current net assets in respect of
unknown amounts which may become payable under the Plan in the future because
the standards for accrual of such a liability under accounting principles have
not been satisfied.
The Plan provides that the Class will receive all CDSCs and will make no
payments to the Principal Underwriter in respect of any day on which there are
no outstanding uncovered distribution charges of the Principal Underwriter.
CDSCs and accrued amounts will be paid by the Trust to the Principal Underwriter
whenever there exist uncovered distribution charges.
In calculating daily the amount of uncovered distribution charges,
distribution charges will include the aggregate amount of sales commissions and
distribution fees theretofore paid plus the aggregate amount of sales
commissions and distribution fees which the Principal Underwriter is entitled to
be paid under the Plan since its inception. Payments theretofore paid or payable
under the Plan by the Trust to the Principal Underwriter and CDSCs theretofore
paid or payable to the Principal Underwriter will be subtracted from such
distribution charges; if the result of such subtraction is positive, a
distribution fee (computed at 1% over the prime rate then reported in The Wall
Street Journal) will be computed on such amount and added thereto, with the
resulting sum constituting the amount of outstanding uncovered distribution
charges with respect to such day. The amount of outstanding uncovered
distribution charges of the Principal Underwriter calculated on any day does not
constitute a liability recorded on the financial statements of the Fund.
The amount of uncovered distribution charges of the Principal Underwriter at
any particular time depends upon various changing factors, including the level
and timing of sales of shares, the nature of such sales (i.e., whether they
result from exchange transactions, reinvestments or from cash sales through
Authorized Firms), the level and timing of redemptions of shares upon which a
CDSC will be imposed, the level and timing of redemptions of shares upon which
no CDSC will be imposed (including redemptions of shares pursuant to the
exchange privilege which result in a reduction of uncovered distribution
charges), changes in the level of the net assets of the Class, and changes in
the interest rate used in the calculation of the distribution fee under the
Plan. Periods with a high level of sales of Class shares accompanied by a low
level of early redemptions of Class shares resulting in the imposition of CDSCs
will tend to increase the time during which there will exist uncovered
distribution charges of the Principal Underwriter.
Currently, payments of sales commissions and distribution fees and of
service fees may equal 1% of a Class's average daily net assets per annum. For
actual payments made and the outstanding uncovered distribution charges of the
Principal Underwriter, see Appendix B. The Trust believes that the combined rate
of all these payments may be higher than the rate of payments made under
distribution plans adopted by other investment companies pursuant to Rule 12b-1.
Although the Principal Underwriter will use its own funds (which may be borrowed
from banks) to pay sales commissions at the time of sale, it is anticipated that
the Eaton Vance organization will profit by reason of the operation of the Plan
through an increase in the Fund's assets (thereby increasing the advisory fee
payable to BMR by the Portfolio) resulting from sale of shares and through the
amounts paid to the Principal Underwriter, including CDSCs, pursuant to the
Plan. The Eaton Vance organization may be considered to have realized a profit
under the Plan if at any point in time the aggregate amounts theretofore
received by the Principal Underwriter pursuant to the Plan and from CDSCs have
exceeded the total expenses theretofore incurred by such organization in
distributing Class B shares of the Fund. Total expenses for this purpose will
include an allocable portion of the overhead costs of such organization and its
branch offices, which costs will include without limitation leasing expense,
depreciation of building and equipment, utilities, communication and postage
expense, compensation and benefits of personnel, travel and promotional expense,
stationery and supplies, literature and sales aids, interest expense, data
processing fees, consulting and temporary help costs, insurance, taxes other
than income taxes, legal and auditing expense and other miscellaneous overhead
items. Overhead is calculated and allocated for such purpose by the Eaton Vance
organization in a manner deemed equitable to the Trust.
The Plan continues in effect from year to year so long as such continuance
is approved at least annually by the vote of both a majority of (i) the
noninterested Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to the Plan (the
"Rule 12b-1 Trustees") and (ii) all of the Trustees then in office, and the
Distribution Agreement contains a similar provision. The Plan and Distribution
Agreement may be terminated at any time by vote of a majority of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
applicable Class. The Plan requires quarterly Trustee review of a written report
of the amount expended under the Plan and the purposes for which such
expenditures were made. The Plan may not be amended to increase materially the
payments described therein without approval of the shareholders of the affected
Class and the Trustees. So long as the Plan is in effect, the selection and
nomination of the noninterested Trustees shall be committed to the discretion of
such Trustees.
The Trustees of the Trust believe that the Plan will be a significant factor
in the expected growth of each Fund's assets, and will result in increased
investment flexibility and advantages which have benefitted and will continue to
benefit the Fund and its Class B shareholders. Payments for sales commissions
and distribution fees made to the Principal Underwriter under the Plan will
compensate the Principal Underwriter for its services and expenses in
distributing Class B shares of the Fund. Service fee payments made to the
Principal Underwriter and Authorized Firms under the Plan provide incentives to
provide continuing personal services to investors and the maintenance of
shareholder accounts. By providing incentives to the Principal Underwriter and
Authorized Firms, the Plan is expected to result in the maintenance of, and
possible future growth in, the assets of the Fund. Based on the foregoing and
other relevant factors, the Trustees of the Trust have determined that in their
judgment there is a reasonable likelihood that the Plan will benefit the Fund
and its Class B shareholders.
PORTFOLIO SECURITY TRANSACTIONS
Decisions concerning the execution of portfolio security transactions,
including the selection of the market and the executing firm, are made by BMR.
BMR is also responsible for the execution of transactions for all other accounts
managed by it.
BMR places the portfolio security transactions of each Portfolio and of all
other accounts managed by it for execution with many firms. BMR uses its best
efforts to obtain execution of portfolio security transactions at prices which
are advantageous to each Portfolio and at reasonably competitive spreads or
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In seeking such execution, BMR will use its best judgment in
evaluating the terms of a transaction, and will give consideration to various
relevant factors, including without limitation the size and type of the
transaction, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the general execution and operational capabilities of the executing
firm, the reputation, reliability, experience and financial condition of the
firm, the value and quality of the services rendered by the firm in this and
other transactions, and the reasonableness of the spread or commission, if any.
Municipal obligations, including State obligations, purchased and sold by the
Portfolios are generally traded in the over-the-counter market on a net basis
(i.e., without commission) through broker-dealers and banks acting for their own
account rather than as brokers, or otherwise involve transactions directly with
the issuer of such obligations. Such firms attempt to profit from such
transactions by buying at the bid price and selling at the higher asked price of
the market for such obligations, and the difference between the bid and asked
price is customarily referred to as the spread. The Portfolios may also purchase
municipal obligations from underwriters, the cost of which may include
undisclosed fees and concessions to the underwriters. While it is anticipated
that each Portfolio will not pay significant brokerage commissions in connection
with such portfolio security transactions, on occasion it may be necessary or
appropriate to purchase or sell a security through a broker on an agency basis,
in which case the Portfolio will incur a brokerage commission. Although spreads
or commissions on portfolio security transactions will, in the judgment of BMR,
be reasonable in relation to the value of the services provided, spreads or
commissions exceeding those which another firm might charge may be paid to firms
who were selected to execute transactions on behalf of the Portfolios and BMR's
other clients for providing brokerage and research services to BMR.
The following table shows brokerage commission paid by each Portfolio for
each of the fiscal years ended July 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
PORTFOLIO 7/31/97 7/31/96 7/31/95
<S> <C> <C> <C>
Arizona ................................................ $ 7,927 $ 22,534 $ -0-
Colorado ............................................... 2,870 13,997 -0-
Connecticut ............................................ 6,551 33,097 -0-
Michigan ............................................... 18,638 -0- -0-
Minnesota .............................................. 3,715 21,625 -0-
New Jersey ............................................. 17,765 41,780 -0-
Pennsylvania ........................................... 48,478 106,001 -0-
Texas .................................................. 1,277 5,915 -0-
</TABLE>
All of such portfolio security transactions were directed to firms which
provided some research services to BMR or its affiliates (although many of such
firms may have been selected in any particular transaction primarily because of
their execution capabilities), and the amounts of such transactions for the
fiscal year ended July 31, 1997 were as follows: Arizona -- $118,104,024;
Colorado -- $41,197,351; Connecticut -- $128,614,674; Michigan -- $293,645,399;
Minnesota -- $64,264,171; New Jersey -- $191,885,249; Pennsylvania --
$765,429,417; and Texas -- $25,143,702.
As authorized in Section 28(e) of the Securities Exchange Act of 1934, a
broker or dealer who executes a portfolio transaction on behalf of a Portfolio
may receive a commission which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if BMR
determines in good faith that such compensation was reasonable in relation to
the value of the brokerage and research services provided. This determination
may be made either on the basis of that particular transaction or on the basis
of overall responsibilities which BMR and its affiliates have for accounts over
which they exercise investment discretion. In making any such determination, BMR
will not attempt to place a specific dollar value on the brokerage and research
services provided or to determine what portion of the commission should be
related to such services. Brokerage and research services may include advice as
to the value of securities, the advisability of investing in, purchasing, or
selling securities, and the availability of securities or purchasers or sellers
of securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts; effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement); and the "Research
Services" referred to in the next paragraph.
It is a common practice of the investment advisory industry and of the
advisers of investment companies, institutions and other investors to receive
research, statistical and quotation services, data, information and other
services, products and materials which assist such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealer
firms which execute portfolio transactions for the clients of such advisers and
from third parties with which such broker-dealers have arrangements. Consistent
with this practice, BMR receives Research Services from many broker-dealer firms
with which BMR places the Portfolios' transactions and from third parties with
which these broker-dealers have arrangements. These Research Services include
such matters as general economic and market reviews, industry and company
reviews, evaluations of securities and portfolio strategies and transactions and
recommendations as to the purchase and sale of securities and other portfolio
transactions, financial, industry and trade publications, news and information
services, pricing and quotation equipment and services, and research oriented
computer hardware, software, data bases and services. Any particular Research
Service obtained through a broker-dealer may be used by BMR in connection with
client accounts other than those accounts which pay commissions to such
broker-dealer. Any such Research Service may be broadly useful and of value to
BMR in rendering investment advisory services to all or a significant portion of
its clients, or may be relevant and useful for the management of only one
client's account or of a few clients' accounts, or may be useful for the
management of merely a segment of certain clients' accounts, regardless of
whether any such account or accounts paid commissions to the broker-dealer
through which such Research Service was obtained. The advisory fee paid by each
Portfolio is not reduced because BMR receives such Research Services. BMR
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which BMR
believes are useful or of value to it in rendering investment advisory services
to its clients.
Subject to the requirement that BMR shall use its best efforts to seek and
execute portfolio security transactions at advantageous prices and at reasonably
competitive spreads or commission rates, BMR is authorized to consider as a
factor in the selection of any broker-dealer firm with whom portfolio orders may
be placed the fact that such firm has sold or is selling shares of the Funds or
of other investment companies sponsored by BMR or Eaton Vance. This policy is
not inconsistent with a rule of the NASD, which rule provides that no firm which
is a member of the NASD shall favor or disfavor the distribution of shares of
any particular investment company or group of investment companies on the basis
of brokerage commissions received or expected by such firm from any source.
Municipal obligations considered as investments for the Portfolios may also
be appropriate for other investment accounts managed by BMR or its affiliates.
Whenever decisions are made to buy or sell securities by a Portfolio and one or
more of such other accounts simultaneously, BMR will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where a Portfolio will not participate in a transaction that is
allocated among other accounts. If an aggregated order cannot be filled
completely, allocations will generally be made on a pro rata basis. An order may
not be allocated on a pro rata basis where, for example: (i) consideration is
given to portfolio managers who have been instrumental in developing or
negotiating a particular investment; (ii) consideration is given to an account
with specialized investment policies that coincide with the particulars of a
specific investment; (iii) pro rata allocation would result in odd-lot or de
minimis amounts being allocated to a portfolio or other client; or (iv) where
BMR reasonably determines that departure from a pro rata allocation is
advisable. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the
Portfolio from time to time, it is the opinion of the Trustees of the Trust and
the Portfolios that the benefits from the BMR organization outweigh any
disadvantage that may arise from exposure to simultaneous transactions.
OTHER INFORMATION
Eaton Vance, pursuant to its agreement with the Trust, controls the use of
the words "Eaton Vance" or "EV" in the Fund's name and may use the words "Eaton
Vance" or "EV" in other connections and for other purposes.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's by-laws, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Trust's By-laws provide that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Trust's custodian or
by votes cast at a meeting called for that purpose. The By-laws further provide
that under certain circumstances the shareholders may call a meeting to remove a
Trustee and that the Trust is required to provide assistance in communication
with shareholders about such a meeting.
The Trust's Declaration of Trust may be amended by the Trustees when
authorized by vote of a majority of the outstanding voting securities of the
Trust, the financial interests of which are affected by the amendment. The
Trustees may also amend the Declaration of Trust without the vote or consent of
shareholders to change the name of the Trust or any series or to make such other
changes (such as reclassifying series of classes of shares or restructuring the
Trust) as do not have a materially adverse effect on the financial interests of
shareholders or if they deem it necessary to conform it to applicable federal or
state laws or regulations. The Trust or any series or class thereof may be
terminated by: (1) the affirmative vote of the holders of not less than
two-thirds of the shares outstanding and entitled to vote at any meeting of
shareholders of the Trust or the appropriate series or class thereof, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the shares of the Trust or a series or class thereof,
provided, however, that, if such termination is recommended by the Trustees, the
vote of a majority of the outstanding voting securities of the Trust or a series
or class thereof entitled to vote thereon shall be sufficient authorization; or
(2) by means of an instrument in writing signed by a majority of the Trustees,
to be followed by a written notice to shareholders stating that a majority of
the Trustees has determined that the continuation of the Trust or a series or a
class thereof is not in the best interest of the Trust, such series or class or
of their respective shareholders.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.
Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of the Fund shareholders and the Trust's
By-laws provide that the Trust shall assume the defense on behalf of any Fund
shareholders. The Declaration of Trust also contains provisions limiting the
liability of a series or class to that series or class. Moreover, the Trust's
By-laws also provide for indemnification out of the property of the Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of
the Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Fund's business and the nature of its
assets, management believes that the possibility of the Fund's liability
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
In accordance with the Declaration of Trust of each Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees of the
Portfolio holding office have been elected by investors. In such an event the
Trustees of the Portfolio then in office will call an investors' meeting for the
election of Trustees. Except for the foregoing circumstances and unless removed
by action of the investors in accordance with the Portfolio's Declaration of
Trust, the Trustees shall continue to hold office and may appoint successor
Trustees.
The Declaration of Trust of each Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.
Each Portfolio's Declaration of Trust provides that a Fund and other
entities permitted to invest in the Portfolio (e.g., other U.S. and foreign
investment companies, and common and commingled trust funds) will each be liable
for all obligations of the Portfolio. However, the risk of the Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance exists and the Portfolio itself is unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither the
Fund nor its shareholders will be adversely affected by reason of the Fund
investing in the Portfolio.
Each Portfolio's Declaration of Trust provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by unanimous
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by all investors, agree to
continue the business of the Portfolio. This provision is consistent with
treatment of the Portfolio as a partnership for federal income tax purposes.
The right to redeem shares of the Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
to dispose of its securities or value its assets, or during any other period
permitted by order of the Commission for the protection of investors.
Each Fund changed its name from Eaton Vance [state name] Tax Free Fund to EV
Marathon [state name] Tax Free Fund on February 1, 1994 and to EV Marathon
[state name] Municipals Fund on December 1, 1994. Each Fund was reorganized into
multiple classes and changed its name to Eaton Vance [state name] Municipals
Fund on August 1, 1997. The operations of the Class B reflect the operations of
a Fund prior to August 1, 1997. Class A is a successor to the operations of a
separate series of the Trust.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts, are the
independent certified public accountants of the Funds and the Portfolios,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the Commission.
FINANCIAL STATEMENTS
The audited financial statements of and the independent auditors' reports
for the Funds and the Portfolios, appear in the Funds' most recent annual report
to shareholders and are incorporated by reference into this SAI. A copy of the
Funds' annual report accompanies this SAI.
<PAGE>
APPENDIX A: CLASS A SHARES
PERFORMANCE INFORMATION
The tables below indicate the cumulative and average annual total return on
a hypothetical investment of $1,000 in a predecessor fund reorganized August 1,
1997 into Class A shares for the periods shown in each table. Total return for
Class A prior to August 1, 1997 reflects the total return of predecessors,
adjusted to reflect any applicable sales charge. Predecessor total return has
not been adjusted to reflect certain other expenses (such as distribution and/or
service fees). If such adjustments were made, the performance would be
different. The "Value of Initial Investment" reflects the deduction of the
maximum sales charge of 4.75%. Past performance is not indicative of future
results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost. Information
presented with two asterisks (**) includes the effect of subsidizing expenses.
Returns would have been lower without subsidies.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- ARIZONA
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- --------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 7/25/91 $952.23 $1,501.84 57.72% 7.86% 50.18% 6.99%
5 Years Ended
7/31/97** 7/31/92 $952.13 $1,280.73 34.51% 6.11% 28.07% 5.07%
1 Year Ended
7/31/97 7/31/96 $952.43 $1,053.97 10.66% 10.66% 5.40% 5.40%
- ------------
*Predecessor Fund commenced operations December 13, 1993.
VALUE OF A $1,000 INVESTMENT -- COLORADO
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 8/25/92 $952.17 $1,335.75 40.28% 7.11% 33.58% 6.05%
1 Year Ended
7/31/97 7/31/96 $952.24 $1,063.98 11.74% 11.74% 6.40% 6.40%
- ------------
*Predecessor Fund commenced operations December 10, 1993.
VALUE OF A $1,000 INVESTMENT -- CONNECTICUT
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 5/1/92 $952.74 $1,351.06 41.82% 6.88% 35.11% 5.90%
5 Years Ended
7/31/97** 7/31/92 $952.10 $1,261.79 32.52% 5.79% 26.18% 4.76%
1 Year Ended
7/31/97 7/31/96 $952.38 $1,048.24 10.06% 10.06% 4.82% 4.82%
- ------------
*Predecessor Fund commenced operations April 19, 1994.
VALUE OF A $1,000 INVESTMENT -- MICHIGAN
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 4/19/91 $952.89 $1,451.02 52.28% 6.91% 45.10% 6.10%
5 Years Ended
7/31/97** 7/31/92 $952.41 $1,231.97 29.35% 5.28% 23.20% 4.26%
1 Year Ended
7/31/97 7/31/96 $952.43 $1,039.51 9.14% 9.14% 3.95% 3.95%
- ------------
*Predecessor Fund commenced operations December 7, 1993.
VALUE OF A $1,000 INVESTMENT -- MINNESOTA
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 7/29/91 $952.56 $1,403.61 47.35% 6.66% 40.36% 5.80%
5 Years Ended
7/31/97** 7/31/92 $952.48 $1,250.10 31.24% 5.59% 25.01% 4.57%
1 Year Ended
7/31/97 7/31/96 $952.38 $1,045.05 9.73% 9.73% 4.50% 4.50%
- ------------
*Predecessor Fund commenced operations December 9, 1993.
VALUE OF A $1,000 INVESTMENT -- NEW JERSEY
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 1/8/91 $952.43 $1,560.27 63.83% 7.82% 56.03% 7.02%
5 Years Ended
7/31/97** 7/31/92 $952.35 $1,294.64 35.94% 6.33% 29.46% 5.30%
1 Year Ended
7/31/97 7/31/96 $952.61 $1,056.62 10.92% 10.92% 5.66% 5.66%
- ------------
*Predecessor Fund commenced operations April 13, 1994.
VALUE OF A $1,000 INVESTMENT -- PENNSYLVANIA
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 1/8/91 $952.88 $1,545.48 62.19% 7.65% 54.55% 6.86%
5 Years Ended
7/31/97** 7/31/92 $952.14 $1,277.73 34.20% 6.06% 27.77% 5.02%
1 Year Ended
7/31/97 7/31/96 $952.88 $1,052.52 10.46% 10.46% 5.25% 5.25%
- ------------
*Predecessor Fund commenced operations June 1, 1994.
VALUE OF A $1,000 INVESTMENT -- TEXAS
<CAPTION>
TOTAL RETURN TOTAL RETURN
EXCLUDING MAXIMUM INCLUDING MAXIMUM
VALUE OF VALUE OF SALES CHARGE SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------- ------------- -------------- ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the Fund** 3/24/92 $952.46 $1,375.52 44.41% 7.10% 37.55% 6.13%
5 Years Ended
7/31/97** 7/31/92 $952.68 $1,254.15 31.64% 5.65% 25.42% 4.63%
1 Year Ended
7/31/97 7/31/96 $952.96 $1,053.61 10.56% 10.56% 5.36% 5.36%
</TABLE>
- ------------
*Predecessor Fund commenced operations December 8, 1993.
The following shows the yield of Class A shares for the thirty-day period
ended July 31, 1997 and the yield required of a taxable security that would
produce an after-tax yield equivalent to the thirty-day yield, assuming a
certain combined federal and State tax rate. Appendix D contains state- specific
applicable tax rates and income brackets.
<TABLE>
<CAPTION>
TAXABLE SECURITY ASSUMED
CLASS A 30-DAY YIELD EQUIVALENT YIELD TAX RATE
<S> <C> <C> <C>
Arizona ............................ 4.46% 6.82% 34.59%
Colorado ........................... 4.82% 7.35% 34.45%
Connecticut ........................ 4.63% 7.03% 34.11%
Michigan ........................... 3.53% 5.51% 35.93%
Minnesota .......................... 4.73% 7.49% 36.87%
New Jersey ......................... 4.76% 7.37% 35.40%
Pennsylvania ....................... 4.68% 7.64% 38.76%
Texas .............................. 4.56% 6.61% 31.00%
</TABLE>
<PAGE>
APPENDIX B: CLASS B SHARES
FEES AND EXPENSES
DISTRIBUTION PLANS
Each Distribution Plan and Distribution Agreement remains in effect until
April 28, 1998 and may be continued as described under "Distribution Plan".
Pursuant to Rule 12b-1, the Plan has been approved by the relevant Fund's
shareholders and by the Board of Trustees of the Trust, as required by Rule
12b-1.
The following table shows, for the fiscal year ended July 31, 1997, (1)
sales commissions paid by the Principal Underwriter to Authorized Firms on sales
of Class B shares, (2) distribution payments to the Principal Underwriter
allocated to Class B shares under the Plan, (3) CDSC payments to the Principal
Underwriter, (4) service fees on Class B shares paid under the Plan, and (5)
amount of service fees on Class B shares paid to Authorized Firms (the balance
of which being retained by the Principal Underwriter).
<TABLE>
<CAPTION>
DISTRIBUTION CDSC SERVICE
PAYMENTS TO PAYMENTS TO FEES TO
SALES THE PRINCIPAL THE PRINCIPAL SERVICE AUTHORIZED
CLASS B COMMISSIONS UNDERWRITER UNDERWRITER FEES FIRMS
<S> <C> <C> <C> <C> <C>
Arizona ......................... $181,554 $ 884,420 $ 581,000 $217,893 $216,017
Colorado ........................ 96,122 307,911 206,000 73,481 73,312
Connecticut ..................... 158,932 1,324,103 528,000 331,915 329,698
Michigan ........................ 97,852 1,195,780 510,000 308,751 306,534
Minnesota ....................... 131,934 523,956 296,000 126,884 126,758
New Jersey ...................... 457,353 2,705,068 1,212,000 661,241 657,481
Pennsylvania .................... 342,250 3,113,225 1,294,000 791,129 788,019
Texas ........................... 26,837 167,369 88,000 41,572 41,557
</TABLE>
PRINCIPAL UNDERWRITER
For the fiscal year ended July 31, 1997, each Fund paid the Principal
Underwriter for repurchase transactions handled by it $2.50 for each such
transaction which aggregated as follows: Arizona -- $1,922.50; Colorado -- $785;
Connecticut -- $2,112.50; Michigan -- $3,052.51; Minnesota -- $1,377.50; New
Jersey -- $6,217.50; Pennsylvania -- $7,947.50; and Texas -- $275.
ADMINISTRATOR
As stated under "Investment Adviser and Administrator", the Administrator
currently receives no compensation for providing administrative services to each
Fund. For the fiscal year ended July 31, 1995, $46,683 of the Texas Fund's Class
B shares operating expenses were allocated to the Administrator.
<PAGE>
PERFORMANCE INFORMATION
The tables below indicate the cumulative and average annual total return on
a hypothetical investment of $1,000 in Class B shares for the periods shown in
each table. Past performance is not indicative of future results. Investment
return and principal value will fluctuate; shares, when redeemed, may be worth
more or less than their original cost. Information presented with two asterisks
(**) includes the effect of subsidizing expenses. Return would have been lower
without subsidies.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- ARIZONA
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund** 7/25/91 $1,000 $1,578.56 $1,578.56 57.86% 7.88% 57.86% 7.88%
5 Years
Ended
7/31/97** 7/31/92 $1,000 $1,346.27 $1,326.27 34.63% 6.13% 32.63% 5.81%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,098.47 $1,048.47 9.85% 9.85% 4.85% 4.85%
- ------------
* Investment operations began on July 25, 1991.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- COLORADO
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM ------------------------- -------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ----------- ----------- --------------- ---------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 8/25/92 $1,000 $1,388.47 $1,368.47 38.85% 6.88% 36.85% 6.57%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,112.56 $1,062.56 11.26% 11.26% 6.26% 6.26%
- ------------
* Investment operations began on August 25, 1992.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- CONNECTICUT
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------- ----------- ----------- --------------- ----------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 5/1/92 $1,000 $1,380.64 $1,370.64 38.06% 6.34% 37.06% 6.19%
5 Years
Ended**
7/31/97 7/31/92 $1,000 $1,290.32 $1,270.32 29.03% 5.23% 27.03% 4.90%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,091.66 $1,041.66 9.17% 9.17% 4.17% 4.17%
- ------------
* Investment operations began on May 1, 1992.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- MICHIGAN
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ----------- ----------- --------------- ---------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 4/19/91 $1,000 $1,530.32 $1,530.32 53.03% 7.00% 53.03% 7.00%
5 Years
Ended
7/31/97** 7/31/92 $1,000 $1,299.90 $1,279.90 29.99% 5.39% 27.99% 5.06%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,090.09 $1,040.09 9.01% 9.01% 4.01% 4.01%
- ------------
* Investment operations began on April 19, 1991.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- MINNESOTA
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 7/29/91 $1,000 $1,440.13 $1,440.13 44.01% 6.26% 44.01% 6.26%
5 Years
Ended
7/31/97** 7/31/92 $1,000 $1,282.71 $1,262.88 28.27% 5.11% 26.29% 4.78%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,090.14 $1,040.14 9.01% 9.01% 4.01% 4.01%
- ----------
* Investment operations began on July 29, 1991.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- NEW JERSEY
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------- ----------- ----------- --------------- ----------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 1/8/91 $1,000 $1,579.94 $1,579.94 57.99% 7.22% 57.99% 7.22%
5 Years
Ended
7/31/97** 7/31/92 $1,000 $1,311.01 $1,291.01 31.10% 5.57% 29.10% 5.24%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,098.49 $1,048.49 9.85% 9.85% 4.85% 4.85%
- ----------
* Investment operations began on January 8, 1991.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- PENNSYLVANIA
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM -------------------------- --------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------- ----------- ----------- --------------- ----------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 1/8/91 $1,000 $1,575.91 $1,575.91 57.59% 7.18% 57.59% 7.18%
5 Years
Ended
7/31/97** 7/31/92 $1,000 $1,304.01 $1,284.10 30.40% 5.45% 28.41% 5.13%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,096.56 $1,046.56 9.66% 9.66% 4.66% 4.66%
- ------------
* Investment operations began on January 8, 1991.
<CAPTION>
VALUE OF A $1,000 INVESTMENT -- TEXAS
VALUE OF
INVESTMENT VALUE OF TOTAL RETURN BEFORE TOTAL RETURN AFTER
BEFORE INVESTMENT DEDUCTING DEDUCTING
DEDUCTING AFTER DEDUCTING THE MAXIMUM CDSC THE MAXIMUM CDSC
INVESTMENT INVESTMENT AMOUNT OF THE MAXIMUM THE MAXIMUM ---------------------------- ---------------------------
PERIOD* DATE INVESTMENT CDSC ON 7/31/97 CDSC ON 7/31/97 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- --------------- ---------- ----------- --------------- --------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Live of
the Fund** 3/24/92 $1,000 $1,458.24 $1,448.24 45.82% 7.29% 44.82% 7.15%
5 Years
Ended
7/31/97** 7/31/96 $1,000 $1,329.33 $1,309.33 32.93% 5.86% 30.93% 5.54%
1 Year
Ended
7/31/97 7/31/96 $1,000 $1,099.95 $1,049.95 10.00% 10.00% 5.00% 5.00%
- ------------
* Investment operations began on March 24, 1992.
</TABLE>
The following shows the yield of Class B shares for the thirty-day period
ended July 31, 1997 and the yield required of a taxable security that would
produce an after-tax yield equivalent to the thirty-day yield, assuming a
certain combined federal and State tax rate. Appendix D contains state specific
applicable tax rates and income brackets.
<TABLE>
<CAPTION>
TAXABLE SECURITY ASSUMED
CLASS B 30-DAY YIELD EQUIVALENT YIELD TAX RATE
<S> <C> <C> <C>
Arizona ................................ 3.75% 5.73% 34.59%
Colorado ............................... 4.83% 7.37% 34.45%
Connecticut ............................ 3.93% 5.96% 34.11%
Michigan ............................... 3.81% 5.95% 35.93%
Minnesota .............................. 4.13% 6.54% 36.87%
New Jersey ............................. 4.16% 6.44% 35.40%
Pennsylvania ........................... 4.35% 7.10% 38.76%
Texas .................................. 4.24% 6.14% 31.00%
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at October 31, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of each Class B
and of each Fund. As of October 31, 1997, Merrill Lynch, Pierce, Fenner & Smith,
Inc., Jacksonville, FL was the record owner of the following amounts of the
Class B shares, which are held on behalf of its customers who are the beneficial
owners of such shares, and as to which it had voting power under certain limited
circumstances: Arizona -- 11.5%; Colorado -- 7.7%; Connecticut -- 18.3%;
Michigan -- 21.9%; Minnesota -- 8.7%; New Jersey -- 10.9%; Pennsylvania --
13.9%; and Texas -- 30.4%. To the knowledge of the Trust, no other person owned
of record or beneficially 5% or more of any Fund's outstanding Class B shares as
of such date.
<PAGE>
APPENDIX C: STATE SPECIFIC INFORMATION
RISKS OF CONCENTRATION
The following information as to certain State specific considerations is
given to investors in view of a Portfolio's policy of concentrating its
investments in particular State issuers. Such information supplements the
information in the Prospectus. It is derived from sources that are generally
available to investors and is believed to be accurate. Such information
constitutes only a brief summary, does not purport to be a complete description
and is based on information from official statements relating to securities
offerings of issuers of each particular State. Neither the Trust nor the
Portfolios have independently verified this information.
ARIZONA
The ability of Arizona and its political subdivisions to respond to the
ever-increasing burdens placed upon them by the growth experienced during the
past decade has been limited, in part, by Constitutional and legislative
restrictions on property tax increases and limitations on annual expenditure
increases. Subject to certain exceptions, the maximum amount of property taxes
levied by any Arizona county, city, town or community college district for their
operations and maintenance expenditures cannot exceed the amount levied in a
preceding year by more than two percent. Certain taxes are specifically exempt
from this limit, including taxes levied for debt service payments. Annual
property tax levies for the payment of general obligation bonded indebtedness
are unlimited as to rate or amount. However, there are Constitutional
limitations on the aggregate amount of general obligation bonded indebtedness an
Arizona municipality may incur, and these limitations could impede a
municipality's ability to respond to the needs of a fast- growing population for
additional public facilities and services.
Arizona's unemployment rate in August, 1997 was 4.5% compared to a 4.9%
national average.
Arizona State government general fund revenue growth in fiscal year 1996
increased 4.4%, after incorporating the effect of a variety of tax reduction
policies enacted by the Legislature, while expenditures increased by
approximately 2%. The State general fund ended fiscal year 1996 with a fund
balance of $399.9 million, or approximately 8.6% of base revenue. Fiscal year
1997 is expected to close with a general fund balance of $508.9 million, or
approximately 10.1% of base revenue.
The 1996 legislature enacted a $110 million income tax reduction package, in
addition to a $200 million income tax reduction package enacted in 1995. In
1992, Arizona voters passed a measure that requires a two-thirds vote of the
Legislature to increase State revenue. Accordingly, it will be more difficult to
reverse the current and planned tax reductions, which may adversely affect State
fund balances and fiscal conditions.
COLORADO
Large public works projects, a pickup in the housing sector and growth in
the trade and services industries have led to moderate employment gains for the
State during the 1990's. For June 1997, the seasonally adjusted unemployment
rate was 3.5% versus the 5.0% national average for the same month. Certain areas
of manufacturing, however, have been adversely impacted by the prolonged U.S.
downturn and by relatively heavy reliance on defense contracts and military
payroll in Colorado. For the twelve months ended June 1997, the State's job
growth was 2.7%.
The major revenue sources of the State are the individual income tax and the
general sales and use tax. Because of limitations contained in the State
constitution, the State of Colorado issues no general obligation bonds. Several
agencies and instrumentalities of State government, however, are authorized by
statute to issue bonds secured by revenues from specific projects and activities
or to enter into lease-purchase financings which are subject to annual
appropriation. Additionally, the State is authorized to issue short-term revenue
anticipation notes. To the extent the Portfolio holds debt of local units of
government whose revenues may rely in part on distributions from the State, the
fiscal health of the State will have an indirect affect on the Portfolio. The
State is required to have a balanced budget each fiscal year. Therefore, in the
event of a funding gap, the State must cut expenditures and/or raise revenues.
The latter is difficult, especially since the passage of the TABOR Amendment
(see below). Strong growth in income tax and sales tax collections recently
contributed to increases in the State's unreserved fund balances, and in fiscal
year 1997, to "excess" revenues of approximately $150 million which had to be
returned to the residents of the State pursuant to the TABOR Amendment.
There are approximately 2,000 units of local government in Colorado,
including counties, statutory cities and towns, home-rule cities and counties,
school districts and a variety of water, sewer and other special districts, all
with various constitutional and statutory authority to levy taxes and incur
indebtedness. The major sources of revenue for payment of indebtedness are the
ad valorem property tax, which presently is imposed and collected solely at the
local level, sales and use taxes, and revenue from special projects. Residential
real property is presently assessed at 9.74% of its actual value. All other
property is assessed at 29% of its actual value, except producing mines and oil
and gas properties. Oil and gas properties are assessed at 87.5%.
A 1992 amendment to the State Constitution (the "TABOR Amendment") restricts
growth of State and local government spending to the rate of inflation plus
growth (as measured by population, school enrollment, or construction depending
on the government entity); and requires voter approval of (a) all new taxes or
tax increases and (b) the issuance of most types of debt. Though the TABOR
Amendment is not expected to have an immediate effect on the credit quality of
state and local governments, it will likely reduce the financial flexibility of
all levels of government in Colorado over time. In particular, local governments
dependent on taxes on residential property are being squeezed between the TABOR
Amendment requirements of voter approval for increased mill levies and an
earlier State Constitutional amendment which has had the effect of lowering the
assessment rate on residential property from 21% to 9.74% over the past 11
years. Younger or rapidly growing municipalities with large infrastructure
requirements may have particular difficulty finding the revenues needed to
finance their growth.
CONNECTICUT
Connecticut's manufacturing industry, which has historically been of prime
economic importance to the State, its municipalities and its residents, has been
in decline for several years. Although Connecticut's manufacturing industry is
diversified between transportation equipment (primarily aircraft engines,
helicopters and submarines), non-electrical machinery, fabricated metal products
and electrical machinery, defense-related business represents a relatively high
proportion of manufacturing receipts. As a result, reductions in defense
spending have had a substantial adverse effect on Connecticut's manufacturing
industry.
Connecticut's manufacturing employment peaked in 1970 at over 441,000
workers but had declined 36.5% by 1995. Although the loss of manufacturing jobs
was partially offset by a 69.7% rise in other non-agricultural employment during
the same period, Connecticut's growth in non-manufacturing employment has lagged
behind the New England region and the nation as a whole. Moreover, Connecticut's
largest defense contractors have announced plans to reduce their labor forces
substantially over the next few years.
From 1986 through 1996, Connecticut's unemployment rate was generally lower
than the unemployment rate for the U.S. as a whole, and average per capita
personal income of Connecticut residents was higher than that of residents of
other states. The average unemployment rate (seasonally adjusted) in Connecticut
increased from a low of 3.0% in 1988 to 7.5% in 1992 and, after a number of
important changes in the method of calculation, was reported to be 5.0% in 1996.
Average per capita personal income of Connecticut residents increased in every
year from 1985 to 1995, rising from $18,268 to $31,776.
At the end of the 1990-1991 fiscal year, the General Fund had an accumulated
unappropriated deficit of $966 million. For the five fiscal years ended June 30,
1997, the General Fund ran operating surpluses of approximately $225 million,
$110 million, $113 million, $20 million and $80 million, respectively. General
Fund expenditures are budgeted to grow by 0.9% for the 1997-1998 fiscal year.
In 1991, to address the General Fund's growing deficit, legislation was
enacted by which the State imposed an the income tax on individuals, trusts and
estates for taxable years generally commencing in 1992. For each fiscal year
starting with the 1991-1992 fiscal year, the General Fund has operated at a
surplus with over 60% of the State's tax revenues being generated by the income
tax and the sales and use tax. However, the State's budgeted expenditures have
almost doubled from approximately $4.3 billion for the 1986-1987 fiscal year to
approximately $9.2 billion for the 1996-1997 fiscal year.
The State's primary method for financing capital projects is through the
sale of general obligation bonds. As of May 1, 1997, the State had authorized
general obligation bonds totaling $10.8 billion, of which $9.7 billion had been
approved for issuance by the State Bond Commission, $8.8 billion had been
issued, and $6.4 billion were outstanding.
In addition to the bonds described above, the State also has limited or
contingent liability on a significant amount of other bonds. Such bonds have
been issued by the following quasi-public agencies: the Connecticut Housing
Finance Authority, the Connecticut Development Authority, the Connecticut Higher
Education Supplemental Loan Authority, the Connecticut Resources Recovery
Authority and the Connecticut Health and Educational Facilities Authority. Such
bonds have also been issued by the cities of Bridgeport and West Haven and the
Southeastern Connecticut Water Authority. As of October 15, 1996, the amount of
bonds outstanding on which the State has limited or contingent liability totaled
$3,985,400,000.
As of October 15, 1996, the General Assembly had authorized $4.2 billion of
such STO bonds, of which $3.6 billion new money borrowings had been issued. It
is anticipated that additional STO bonds will be authorized annually in amounts
necessary to finance and to complete the infrastructure program. Such additional
bonds may have equal rank with the outstanding bonds provided certain pledged
revenue coverage requirements are met. The State expects to continue to offer
bonds for this program.
On March 29, 1990, S&P reduced its ratings of the State's general obligation
bonds from AA+ to AA, and on April 9, 1990, Moody's reduced its ratings from Aa1
to Aa. On September 13, 1991, S&P further reduced its ratings of the State's
general obligation bonds and certain obligations that depend in part on the
creditworthiness of the State to AA-. On March 17, 1995, Fitch reduced its
ratings of the State's general obligation bonds from AA+ to AA. As of September,
1997 Connecticut's general obligation bonds were rated Aa3, AA-, and AA by
Moody's S&P and Fitch.
The State, its officers and its employees are defendants in numerous
lawsuits. Although it is not possible to determine the outcome of these
lawsuits, the Attorney General has opined that an adverse decision in any of the
following cases might have a significant impact on the State's financial
position: (i) a class action by the Connecticut Criminal Defense Lawyers
Association claiming a campaign of illegal surveillance activity and seeking
damages and injunctive relief; (ii) an action on behalf of all persons with
traumatic brain injury, claiming that their constitutional rights are violated
by placement in State hospitals alleged not to provide adequate treatment and
training, and seeking placement in community residential settings with
appropriate support services; and (iii) litigation involving claims by Indian
tribes to a portion of the State's land area.
As a result of litigation on behalf of black and Hispanic school children in
the City of Hartford seeking "integrated education" within the Greater Hartford
metropolitan area, on July 9, 1996, the State Supreme Court directed the
legislature to develop appropriate measures to remedy the racial and ethnic
segregation in the Hartford public schools. The fiscal impact of this decision
might be significant but is not determinable at this time.
General obligation bonds issued by municipalities are payable primarily from
ad valorem taxes on property located in the municipality. A municipality's
property tax base is subject to many factors outside the control of the
municipality, including the decline in Connecticut's manufacturing industry. In
addition to general obligation bonds backed by the full faith and credit of the
municipality, certain municipal authorities finance projects by issuing bonds
that are not considered to be debts of the municipality. Such bonds may be
repaid only from revenues of the financed project, the revenues from which may
be insufficient to service the related debt obligations.
In recent years, certain Connecticut municipalities have experienced severe
fiscal difficulties and have reported operating and accumulated deficits. The
most notable of these is the City of Bridgeport, which filed a bankruptcy
petition on June 7, 1991. The State opposed the petition. The United States
Bankruptcy Court for the District of Connecticut held that Bridgeport has
authority to file such a petition but that its petition should be dismissed on
the grounds that Bridgeport was not insolvent when the petition was filed.
Regional economic difficulties, reductions in revenues and increases in
expenses could lead to further fiscal problems for the State and its political
subdivisions, authorities and agencies. Difficulties in payment of debt service
on borrowings could result in declines, possibly severe, in the value of their
outstanding obligations, increases in their future borrowing costs, and
impairment of their ability to pay debt service on their obligations.
MICHIGAN
The State's economy is overly dependent on the manufacturing sector, more
specifically the auto industry. Manufacturing accounts for 23% of total
employment as compared to the national average of 17%. The dependency on
manufacturing makes the State economy overly susceptible to economic downturns.
For August 1997, the State unemployment rate was 3.7% as compared to the
national average of 4.9%. Modest employment growth occurred over the first half
of 1997. An improving economy and successful cost containment have enabled the
State to improve its financial position. For 1995, the Budget Stabilization Fund
was slightly greater than $1.0 billion and reached $1.15 billion for 1996. The
Governor has reduced individual and business income taxes. Following this
reduction, revenues were budgeted to grow 4.5% in 1997, down from earlier
estimates of 5.1%.
In March, 1994, Michigan voters approved a change in the tax system. The
most significant provisions were an increase in the sales tax rate from 4% to
6%, a reduction in the income tax rate from 4.6% to 4.4% and the creation of a
statewide property tax. These changes are expected to provide sufficient
revenues to offset the elimination of property taxes for school district
operating purposes. There can be no assurance that school districts will receive
sufficient revenues to be able to service any limited tax bonds they may have
outstanding and which may be held by the Portfolio.
Under the State Constitution, the raising of taxes by the Legislature is
limited if doing so would cause the ratio of Total State Revenues (except
federal aid) to Personal Income of Michigan (as such terms are defined in the
State Constitution) to exceed certain limits. The only exceptions to this
revenue limit are a majority approval of a referendum question or a specific
emergency declared by a two-thirds vote of the Legislature. However, this limit
does not apply to taxes imposed for the payment of principal and interest on
bonds of the State, if the bonds are approved by voters and authorized by a vote
of two-thirds of the members of each House of the Legislature and certain school
district loans. Local units of government and local authorities are authorized
to issue bonds and other evidences of indebtedness in a variety of situations
without the approval of electors, but the ability of the obligor to levy taxes
for the payment of such obligations is subject to the foregoing limitations
unless the obligations were authorized before December 23, 1978 or approved by
the electors. The Constitution prohibits the State from reducing the proportion
of total State spending paid to all local units of government, taken as a group,
below that proportion in effect in the 1978-79 fiscal year. The State may not
mandate new or increased levels of services to be provided by local units
without making appropriations to cover any increased costs.
Under the State Constitution, the total amount of general ad valorem taxes
imposed on taxable property in any year cannot exceed certain millage
limitations specified by the Constitution, statute or charter. The Constitution
prohibits local units of government from levying any tax not authorized by law
or charter, or from increasing the rate of an existing tax above the rate
authorized by law or charter. The Constitution also contains millage reduction
provisions. Under such provisions, should the value of taxable property
(exclusive of new construction and improvements) increase at a percentage
greater than the percentage increase in the Consumer Price Index, the maximum
authorized tax rate would be reduced by a factor which would result in the same
maximum potential tax revenues to the local taxing unit as if the valuation of
taxable property (less new construction and improvements) had grown only at the
Consumer Price Index rate instead of at the higher actual growth rate. Thus, if
taxable property values rise faster than consumer prices, the maximum authorized
tax rate would be increased at the Consumer Price Index rate. Conversely, if
taxable property values rise slower than consumer prices, tax rates may be
raised accordingly, but never higher than the rate authorized on December 23,
1978, without elector approval.
The ability of the State to pay the principal and interest on its general
obligation bonds may be affected by the limitations described above. Similarly,
the ability of local units to levy taxes to pay the principal of and interest on
their general obligations is subject to the constitutional, statutory and
charter limits described below.
MINNESOTA
The State's diverse economy has continued to outperform the nation, as
evidenced by the State's employment growth in the early 1990s. For September
1997, the State's adjusted unemployment rate was 3.2% compared to the national
average of 4.9%. The State of Minnesota has no obligation to pay any bonds of
its political or governmental subdivisions, municipalities, governmental
agencies, or instrumentalities. The creditworthiness of local general obligation
bonds is dependent upon the financial condition of the local government issuer,
and the creditworthiness of revenue bonds is dependent upon the availability of
particular designated revenue sources or the financial conditions of the
underlying obligors. Although most of the bonds owned by the Portfolio are
expected to be obligations other than general obligations of the State of
Minnesota itself, there can be no assurance that the same factors that adversely
affect the economy of the State generally will not also affect adversely the
market value or marketability of such other obligations, or the ability of the
obligors to pay the principal of or interest on such obligations.
At the local level, the property tax base has recovered after its growth was
slowed in many communities in the early 1990s by an overcapacity in certain
segments of the commercial real estate market. Local finances are also affected
by the amount of state aid that is made available. Further, various of the
issuers within the State of Minnesota, as well as the State of Minnesota itself,
whose securities may be purchased by the Portfolio, may now or in the future be
subject to lawsuits involving material amounts. It is impossible to predict the
outcome of these lawsuits. Any losses with respect to these lawsuits may have an
adverse impact on the ability of these issuers to meet their obligations.
NEW JERSEY
New Jersey has a well diversified economy and high wealth levels. Per capita
income ranks as the second highest in the nation at 28% above the U.S. average.
The State's economy benefits from its proximity to New York and other major
eastern seaboard cities. New Jersey's economy, like most states, suffered during
the recent recession with unemployment increasing and surpassing the national
average. New Jersey's adjusted unemployment rate for August 1997 was 5.2%
compared to 4.9% nationally.
The State ended fiscal 1993 with an $855 million surplus, approximately half
of which was used in the 1994 budget. 1994 had an appropriation for all funds of
$15.7 billion, up 4.8% from fiscal 1993 revised appropriations of $14.7 billion.
Both years benefited from $412 million in nonrecurring revenues from retroactive
federal Medicaid payments. After the Legislature reduced the Governor's fiscal
1994 requests by $182 million, about half the $855 million fiscal 1993 total
surplus was used for fiscal 1994, with a June 30, 1994 forecast of $416 million
- -- $110 million allocated to the General Fund and over $305 million to rainy day
and taxpayer relief funds.
In 1994, New Jersey adopted a 5% personal income tax cut retroactive to
January 1, 1994. In 1995, New Jersey adopted a 10% personal income tax cut
retroactive to January 1, 1995. On June 26, 1995, the New Jersey State
Legislature passed an additional 15% reduction to take effect January 1, 1996.
Fiscal year 1996 ended with total revenues up 4.3% to $15.6 billion.
However, total spending increased to $16.3 billion. As of January 1, 1996, New
Jersey fulfilled Governor Whitman's promised personal income tax cut of 30%.
Even so, tax revenues were up in all categories with income tax receipts up by
4.3%. The higher spending level resulted in a decrease of total fund balances to
$880 million, down 7.5%.
In June 1997, the New Jersey Economic Development Authority issued $2.75
billion of State Pension Funding Bonds. Proceeds of this issue were used to
fully fund the State's unfunded accrued pension liability and resulted in a
reduction of the General Fund costs for fiscal years 1997 and 1998 of $590
million. Moody's placed the Aa1 general obligation bond rating on negative. In
doing so they cited a reduction in financial flexibility resulting from the
shift of a current liability to long-term debt, and failure to address a budget
gap that will emerge in 1999, a year which may see a slowing in the economy and
decline in tax receipts.
Other State-related obligations include those created pursuant to the New
Jersey Building Authority Act, which has the power to construct facilities for
leasing to the State. The rental for such buildings is equal to the debt service
relating thereto plus payments in lieu of real estate taxes. Legislation
provides for future appropriations for State aid to local school districts equal
to debt service on a maximum principal amount of $280,000,000 of bonds issued by
such local school districts for construction and renovation of school facilities
and for State aid to counties equal to debt service on up to $80,000,000 of
bonds issued by counties for construction of county college facilities.
The authorizing legislation for various State entities provides for specific
budgetary procedures with respect to certain obligations issued by such
entities. Bonds issued pursuant to authorizing legislation of this type are
sometimes referred to as "moral obligation" bonds. There is no statutory
limitation on the amount of moral obligation bonds which may be issued by
eligible State entities. Currently, there are two such entities available for
State appropriations to meet moral obligations. The New Jersey Housing and
Mortgage Finance Agency has not had a deficiency in a debt service reserve which
required New Jersey to appropriate funds. It is anticipated that the agency's
revenue will continue to be sufficient to cover debt service on its bonds. The
State provides the South Jersey Port Corporation with funds to cover all debt
service and property tax requirements when earned revenues are anticipated to be
insufficient to cover these obligations. In the past, anticipated revenues have,
in some cases, been insufficient to cover debt service and/or all property tax
requirements. There are numerous other State- created entities with outstanding
debt. This debt is supported by revenues derived from or assets of the various
projects financed by such entities.
The Local Budget Law imposes specific budgetary procedures upon counties and
municipalities, subject to review by the Director of the Division of Local
Government Services. State law also regulates the issuance of debt by counties
and municipalities by limiting the amount of tax anticipation notes that may be
issued and requiring their repayment within three months of the end of the
fiscal year in which they are issued. The Local Bond Law governs the issuance of
bonds and notes and bars the issuance of bonds for the payment of current
expenses or to pay outstanding obligations, except where permitted by the Local
Finance Board. State law also authorizes State officials to supervise fiscal
administration in any municipality facing financial difficulties.
PENNSYLVANIA
Pennsylvania historically has been identified as a heavy industry state,
although that reputation has changed with the decline of the coal, steel and
railroad industries and the resulting diversification of Pennsylvania's
industrial composition. The major new sources of growth are in the service
sector, including trade, medical and health services, education and financial
institutions. Pennsylvania continues, however, to have a greater percentage of
its workers employed in manufacturing than the national average, leaving the
economy somewhat cyclical and vulnerable to recessionary forces. During 1995,
manufacturing accounted for 18% of employment. For August 1997, the adjusted
unemployment rate for Pennsylvania was 5.3%. Per capita income in Pennsylvania
for 1995 of $23,558 was higher than the per capita income of the United States
of $23,208.
Revenues and Expenditures. Pennsylvania utilizes the fund method of accounting.
The General Fund, the State's largest fund, receives all tax receipts, revenues,
federal grants and reimbursements that are not specified by law to be deposited
elsewhere. Debt service on all obligations, except those issued for highway
purposes or for the benefit of other special revenue funds, is payable from the
General Fund. The General Fund closed fiscal year 1996 with a balance of $635
million.
For 1997, the Commonwealth expects a slight improvement in the State's
financial position. The 1997 budget provides for only a 0.6% increase in
expenditures. As of date, revenues were better than expected but a slow down in
collections is expected. State enacted welfare reform has enabled the
Administration to limit expenditure growth. The 1998 proposed budget calls for a
2.9% increase in expenditures.
State-Related Obligations. Certain state-created agencies have statutory
authorization to incur debt for which no legislation providing for state
appropriations to pay debt service thereon is required. The debt of these
agencies is supported by assets of or revenues derived from the various projects
financed; it is not an obligation of the State. Some of these agencies, however,
are indirectly dependent on state appropriations. State- related agencies and
their outstanding debt as of December 31, 1996 include the Delaware River Joint
Toll Bridge Commission ($53.9 million), the Delaware River Port Authority
($523.8 million), the Pennsylvania Economic Development Financing Authority
($1,371.5 million), the Pennsylvania Energy Development Authority ($118.0
million), the Pennsylvania Higher Education Assistance Agency ($1,408.8
million), the Pennsylvania Higher Education Facilities Authority ($2,667.1
million), the Pennsylvania Industrial Development Authority ($416.2 million),
the Pennsylvania Infrastructure Investment Authority ($205.9 million), the
Pennsylvania Turnpike Commission ($1,205.8 million), the Philadelphia Regional
Port Authority ($61.1 million) and the State Public School Building Authority
($324.0 million).
The only obligations of state-created agencies in Pennsylvania which bear a
moral obligation of the state are those issued by the Pennsylvania Housing
Finance Agency, a state-created agency which provides housing for lower and
moderate income families in the state, which had $2,357.9 million of bonds
outstanding at December 31, 1996, and the Hospitals and Higher Education
Facilities Authority of Philadelphia which issued $21.1 million in bonds in
1993.
Litigation. Pennsylvania is currently involved in certain litigation where
adverse decisions could have an adverse impact on its ability to pay debt
service. In Baby Neal v. Commonwealth, the American Civil Liberties Union filed
a lawsuit against the Commonwealth seeking an order that would require the
Commonwealth to provide additional funding for child welfare services. County of
Allegheny v. Commonwealth of Pennsylvania involves litigation regarding the
state constitutionality of the statutory scheme for county funding of the
judicial system. In Pennsylvania Association of Rural and Small Schools v.
Casey, the constitutionality of Pennsylvania's system for funding local school
districts has been challenged. No estimates for the amount of these claims are
available.
As of the date of this Statement of Additional Information, the City of
Philadelphia's general obligations are rated Baa, BBB and BBB, by Moody's, S&P
and Fitch, respectively.
TEXAS
Once largely dependent on the drilling, production, refining, chemical and
energy-related manufacturing sectors, the economy of Texas has diversified with
the major source of job growth in the State now being the service- producing
sector (which includes transportation and public utilities, finance, insurance
and real estate, trade, services, and government). The Texas economy continues
to outpace the nation, adding 217,000 jobs in the 12-month period ended August
1997. Continued job growth is expected. The unemployment rate of 5.4% for August
1997, is above the national average of 4.9%. Over the past decade, the
population of Texas grew at a rate twice as fast as that of the entire United
States. Currently the third largest state in the nation, Texas is expected to
move into second place by the late 1990's.
The Texas legislature passed a $80 billion biennial budget for fiscal years
1996 and 1997. The new budget includes no new tax increases. Historically, the
primary sources of the State's revenues have been sales taxes, mineral severance
taxes and Federal grants. The beginning fiscal 1996 cash balance was $2.1
billion. The State has no personal or corporate income tax, although the State
does impose a corporate franchise tax based on the amount of a corporation's
capital and surplus. A bill was passed by the legislature reforming educational
aid. Also, the State provided additional funding construction for poor
districts. For the fiscal year ended August 1996, cash balances grew more than
$160 million to $2.27 billion.
<PAGE>
APPENDIX D: TAX EQUIVALENT YIELD TABLES
The tables below give the approximate yield a taxable security must earn at
various income brackets to produce after-tax yields equivalent to those of tax
exempt bonds yielding from 4% to 7% (6% for Pennsylvania) under the regular
federal income tax and applicable state and local tax rates applicable for 1997.
Note: The federal income tax portion of the indicated combined income tax
brackets in the tables does not take into account the effect of a reduction in
the deductibility of itemized deductions (including applicable state and local
taxes) for taxpayers with adjusted gross income in excess of $121,200. The tax
brackets also do not show the effects of phaseout of personal exemptions for
single filers with adjusted gross income in excess of $121,200 and joint filers
with adjusted gross income in excess of $181,800. The effective tax brackets and
equivalent taxable yields of such taxpayers will be higher than those indicated
in the tables.
Yields shown are for illustration purposes only and are not meant to represent a
Fund's actual yield. No assurance can be given that any specific tax exempt
yield will be achieved. While it is expected that each Portfolio will invest
principally in obligations, the interest from which is exempt from the regular
federal income tax and applicable state and local taxes described in the
Prospectus, other income received by a Portfolio and allocated to a Fund may be
taxable. The tables do not take into account state or local taxes, if any,
payable on Fund distributions except for those described in the footnote to the
tables. Also, the interest earned on certain "private activity bonds" issued
after August 7, 1986, while exempt from the regular federal income tax, is
treated as a tax preference item which could subject the recipient to the
federal alternative minimum tax. The illustrations assume that the federal
alternative minimum tax is not applicable and do not take into account any tax
credits that may be available.
The information set forth herein is as of the date of this SAI. Subsequent tax
law changes could result in prospective or retroactive changes in the tax
brackets, tax rates, and tax equivalent yields set forth above. Investors should
consult their tax adviser for additional information.
<TABLE>
<CAPTION>
ARIZONA
COMBINED
FEDERAL A FEDERAL AND ARIZONA STATE
AND TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN ARIZONA 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ----------------------- --------------------- STATE TAX ------------------------------------------------------------------------
(TAXABLE INCOME*) BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ---------------------------------------------- --------- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 17.98% 4.88% 5.49% 6.10% 6.71% 7.31% 7.92% 8.53%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 31.74 5.86 6.59 7.33 8.06 8.79 9.52 10.26
$ 59,751 - $124,650 $ 99,601 - $151,750 34.59 6.12 6.88 7.64 8.41 9.17 9.94 10.70
$124,651 - $271,050 $151,751 - $271,050 39.58 6.62 7.45 8.28 9.10 9.93 10.76 11.59
Over $271,050 Over $271,050 42.98 7.02 7.89 8.77 9.65 10.52 11.40 12.28
* Net amount subject to federal and Arizona personal income tax after deductions and exemptions.
+ The combined federal and Arizona tax brackets are calculated using the highest Arizona tax rate within each bracket. Taxpayers
with taxable income within such brackets may have lower combined tax brackets and taxable equivalent yields than indicated
above. The combined tax brackets assume that Arizona taxes are itemized deductions for federal income tax purposes. Investors
who do not itemize deductions on their federal income tax return will have a higher combined bracket and higher taxable
equivalent yield than those indicated above. The applicable federal tax rates within the brackets are 15%, 28%, 31%, 36% and
39.6%, over the same ranges of income.
<CAPTION>
COLORADO
COMBINED
FEDERAL A FEDERAL AND COLORADO STATE
AND TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN CO 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ----------------------- --------------------- STATE TAX ------------------------------------------------------------------------
(TAXABLE INCOME*) BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ---------------------------------------------- --------- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 19.25% 4.95% 5.57% 6.19% 6.81% 7.43% 8.05% 8.67%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 31.60 5.85 6.58 7.31 8.04 8.77 9.50 10.23
$ 59,751 - $124,650 $ 99,601 - $151,750 34.45 6.10 6.86 7.63 8.39 9.15 9.92 10.68
$124,651 - $271,050 $151,751 - $271,050 39.20 6.58 7.40 8.22 9.05 9.87 10.69 11.51
Over $271,050 Over $271,050 42.62 6.97 7.84 8.71 9.59 10.46 11.33 12.20
* Net amount subject to federal and Colorado personal income tax after deductions and exemptions.
+ The Colorado income tax rate is 5%. The combined tax brackets assume that Colorado taxes are itemized deductions for federal
income tax purposes. Investors who do not itemize deductions on their federal income tax return will have a higher combined
bracket and higher taxable equivalent yield than those indicated above. The applicable federal tax rates within the brackets
are 15%, 28%, 31%, 36% and 39.6%, over the same ranges of income.
<CAPTION>
CONNECTICUT
COMBINED
FEDERAL A FEDERAL AND CONNECTICUT STATE
AND TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN CT 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ----------------------- --------------------- STATE TAX ----------------------------------------------------------------------
(TAXABLE INCOME*) BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ---------------------------------------------- --------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 18.25% 4.89% 5.50% 6.12% 6.73% 7.34% 7.95% 8.56%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 31.24 5.82 6.54 7.27 8.00 8.73 9.45 10.18
$ 59,751 - $124,650 $ 99,601 - $151,750 34.11 6.07 6.83 7.59 8.35 9.11 9.86 10.62
$124,651 - $271,050 $151,751 - $271,050 38.88 6.54 7.36 8.18 9.00 9.82 10.63 11.45
Over $271,050 Over $271,050 42.32 6.93 7.80 8.67 9.54 10.40 11.27 12.14
* Net amount subject to federal and Connecticut personal income tax after deductions and exemptions.
+ The combined federal and Connecticut tax brackets are calculated using the highest Connecticut tax rate within each bracket,
reduced by available tax credits. Taxpayers with taxable income within these brackets may have a lower combined tax bracket
and taxable equivalent yield than indicated above. Tax credits reduce the effective Connecticut tax rate for single filers
with taxable income up to $52,500 and joint filers up to $100,500. The combined tax brackets assume that Connecticut taxes are
itemized deductions for federal income tax purposes. Investors who do not itemize deductions on their federal income tax
return will have a higher combined bracket and higher taxable equivalent yield than those indicated above. The applicable
federal tax rates within the brackets are 15%, 28%, 31%, 36% and 39.6%, over the same ranges of income.
<CAPTION>
MICHIGAN
A FEDERAL AND MICHIGAN STATE
COMBINED TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN FEDERAL AND 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ------------------------- ---------------------- MI STATE -----------------------------------------------------------------
(TAXABLE INCOME)* TAX BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ------------------------------------------------- ------------- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 20.33% 5.02% 5.65% 6.28% 6.90% 7.53% 8.16% 8.79%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 32.52 5.93 6.67 7.41 8.15 8.89 9.63 10.37
$ 59,751 - $124,650 $ 99,601 - $151,750 35.33 6.19 6.96 7.73 8.50 9.28 10.05 10.82
$124,651 - $271,050 $151,751 - $271,050 40.02 6.67 7.50 8.34 9.17 10.00 10.84 11.67
Over $271,050 Over $271,050 43.39 7.07 7.95 8.83 9.72 10.60 11.48 12.37
* Net amount subject to federal and Michigan personal income tax after deductions and exemptions.
+ The combined tax brackets include a Michigan tax rate of 4.4%, Michigan City income tax rate of 1% (which may vary by city),
and a Michigan intangibles tax rate of .875%, and assume that Michigan State and local taxes are itemized deductions for
federal income tax purposes. Investors who do not itemize deductions on their federal income tax return will have a higher
combined bracket and higher taxable equivalent yield than those indicated above. The applicable federal tax rates within the
brackets are 15%, 28%, 31%, 36% and 39.6%, over the same ranges of income.
<CAPTION>
MINNESOTA
A FEDERAL AND MINNESOTA STATE
COMBINED TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN FEDERAL AND 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ------------------------- ---------------------- MN STATE ---------------------------------------------------------------
(TAXABLE INCOME)* TAX BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ------------------------------------------------- ------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 21.80% 5.12% 5.75% 6.39% 7.03% 7.67% 8.31% 8.95%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 34.12 6.07 6.83 7.59 8.35 9.11 9.87 10.63
$ 59,751 - $124,650 $ 99,601 - $151,750 36.87 6.34 7.13 7.92 8.71 9.50 10.30 11.09
$124,651 - $271,050 $151,751 - $271,050 41.44 6.83 7.68 8.54 9.39 10.25 11.10 11.95
Over $271,050 Over $271,050 44.73 7.24 8.14 9.05 9.95 10.86 11.76 12.67
* Net amount subject to federal and Minnesota personal income tax after deductions and exemptions.
+ The first two combined tax brackets are calculated using the highest Minnesota tax rate within each bracket. Taxpayers with
taxable income within such brackets may have lower combined tax brackets and taxable equivalent yields than indicated above.
The combined tax brackets assume that Minnesota taxes are itemized deductions for federal income tax purposes. Investors who
do not itemize deductions on their federal income tax return will have a higher combined bracket and higher taxable equivalent
yield than those indicated above. The applicable federal tax rates within the brackets are 15%, 28%, 31%, 36% and 39.6%, over
the same ranges of income.
<CAPTION>
NEW JERSEY
A FEDERAL AND NEW JERSEY STATE
COMBINED TAX EXEMPT YIELD OF:
SINGLE RETURN JOINT RETURN FEDERAL AND 4% 4.5% 5% 5.5% 6% 6.5% 7%
- ------------------------- ---------------------- NJ STATE -----------------------------------------------------------------
(TAXABLE INCOME)* TAX BRACKET+ IS EQUIVALENT TO A FULLY TAXABLE YIELD OF:
- ------------------------------------------------- ------------- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 16.49% 4.79% 5.39% 5.99% 6.59% 7.18% 7.78% 8.38%
$ 24,651-$ 59,750 $ 41,201-$ 99,600 31.98% 5.88 6.62 7.35 8.09 8.82 9.56 10.29
$ 59,751-$124,650 $ 99,601-$151,750 35.40% 6.19 6.97 7.74 8.51 9.29 10.06 10.84
$124,651-$271,050 $151,751-$271,050 40.08% 6.68 7.51 8.34 9.18 10.01 10.85 11.68
Over $271,050 Over $271,050 43.45% 7.07 7.96 8.84 9.73 10.61 11.49 12.38
* Net amount subject to federal and New Jersey personal income tax after deductions and exemptions.
+ The combined federal and New Jersey tax brackets are calculated using the highest New Jersey tax rate applicable within each
bracket. Taxpayers with taxable income within such brackets may have lower combined tax brackets and taxable equivalent yields
than indicated above. The combined tax brackets assume that New Jersey taxes are itemized deductions for federal income tax
purposes. Investors who do not itemize deductions on their federal income tax return will have a higher combined bracket and
higher taxable equivalent yield then those indicated above. The applicable federal tax rates within the brackets are 15%, 28%,
31%, 36% and 39.6%, over the same ranges of income.
</TABLE>
<TABLE>
<CAPTION>
PENNSYLVANIA
TAXABLE YIELD NEEDED TO MATCH 6% FREE OF
---------------------------------------------
FEDERAL,
STATE,
1994 TAXABLE INCOME FEDERAL FEDERAL, STATE COUNTY AND
- ---------------------------------------------------- FEDERAL STATE AND STATE AND COUNTY PHILADELPHIA
SINGLE RETURN JOINT RETURN INCOME TAX INCOME TAX TAXES TAXES (1) TAXES (2)
- --------------------------- ----------------------- -------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 15.00% 2.80% 7.26% 7.80% 8.24%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 28.00 2.80 8.57 9.20 9.72
$ 59,751 - $124,650 $ 99,601 - $151,750 31.00 2.80 8.95 9.60 10.15
$124,651 - $271,050 $151,751 - $271,050 36.00 2.80 9.65 10.36 10.94
Over $271,050 Over $271,050 39.60 2.80 10.22 10.97 11.59
- -----------------------------------------------------------------------------------------------------------------------------------
Equivalent yields are based on a fixed $1,000 investment with all taxes deducted from income. Included in all areas are the
effects of: federal income tax and a 2.8% Pennsylvania income tax. (1) Includes a 4 mil county personal property tax imposed
by most counties. (2) Includes a 4 mil county personal property and a 4.84% Philadelphia school income tax. The equivalent
yields assume that the Pennsylvania state and local taxes referred to above are itemized deductions for federal income tax
purposes. Investors who do not itemize deductions on their federal income tax return will have a higher equivalent yield than
indicated.
</TABLE>
<TABLE>
<CAPTION>
TEXAS
IF THE TAXABLE OR THE TAXABLE YOU ARE
INCOME ON INCOME ON IN THIS IN YOUR BRACKET, A TAX-FREE YIELD OF
YOUR SINGLE YOUR JOINT FEDERAL 4% 4.5% 5% 5.5% 6% 6.5% 7%
RETURN IS* RETURN IS* BRACKET EQUALS THAT OF A TAXABLE INVESTMENT YIELDING
- ---------------------------------------------- --------- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Up to $ 24,650 Up to $ 41,200 15.0% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24%
$ 24,651 - $ 59,750 $ 41,201 - $ 99,600 28.0 5.56 6.25 6.94 7.64 8.33 9.03 9.72
$ 59,751 - $124,650 $ 99,601 - $151,750 31.0 5.80 6.52 7.25 7.97 8.70 9.42 10.14
$124,651 - $271,050 $151,751 - $271,050 36.0 6.25 7.03 7.81 8.59 9.38 10.16 10.94
Over $271,050 Over $271,050 39.6 6.62 7.45 8.28 9.11 9.93 10.76 11.59
* Net amount subject to federal personal income tax after deductions and exemptions.
</TABLE>
<PAGE>
APPENDIX E: RATINGS
DESCRIPTION OF SECURITIES RATINGS+
MOODY'S INVESTORS SERVICE, INC.
MUNICIPAL BONDS
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risk appear somewhat larger than the Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
ABSENCE OF RATING: Where no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue.
Should no rating be assigned, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not published
in Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.
NOTE: Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
- ------------
+The ratings indicated herein are believed to be the most recent ratings
available at the date of this SAI for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating
agencies may from time to time revise such ratings, they undertake no
obligation to do so, and the ratings indicated do not necessarily represent
ratings which would be given to these securities on the date of a Portfolio's
fiscal year end.
MUNICIPAL SHORT-TERM OBLIGATIONS
RATINGS: Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade or (MIG). Such rating recognizes the
differences between short term credit risk and long term risk. Factors effecting
the liquidity of the borrower and short term cyclical elements are critical in
short term ratings, while other factors of major importance in bond risk, long
term secular trends for example, may be less important over the short run.
A short term rating may also be assigned on an issue having a demand feature,
variable rate demand obligation (VRDO). Such ratings will be designated as
VMIG1, SG or if the demand feature is not rated, NR. A short term rating on
issues with demand features are differentiated by the use of the VMIG1 symbol to
reflect such characteristics as payment upon periodic demand rather than fixed
maturity dates and payment relying on external liquidity. Additionally,
investors should be alert to the fact that the source of payment may be limited
to the external liquidity with no or limited legal recourse to the issuer in the
event the demand is not met.
STANDARD & POOR'S RATINGS GROUP
INVESTMENT GRADE
AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.
A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
SPECULATIVE GRADE
Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major exposures to adverse conditions.
BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.
CCC: Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.
CC: The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
C1: The Rating C1 is reserved for income bonds on which no interest is being
paid.
D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
P: The letter "p" indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project being financed by the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of such completion. The investor should exercise his own judgment
with respect to such likelihood and risk.
L: The letter "L" indicates that the rating pertains to the principal amount of
those bonds to the extent that the underlying deposit collateral is insured by
the Federal Deposit Insurance Corp. and interest is adequately collateralized.
In the case of certificates of deposit, the letter "L" indicates that the
deposit, combined with other deposits being held in the same right and capacity,
will be honored for principal and accrued pre-default interest up to the federal
insurance limits within 30 days after closing of the insured institution or, in
the event that the deposit is assumed by a successor insured institution, upon
maturity.
NR: NR indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.
MUNICIPAL NOTES
S&P note ratings reflect the liquidity concerns and market access risks unique
to notes. Notes due in 3 years or less will likely receive a note rating. Notes
maturing beyond 3 years will most likely receive a long-term debt rating. The
following criteria will be used in making that assessment:
-- Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).
-- Sources of payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).
Note rating symbols are as follows:
SP-1: Strong capacity to pay principal and interest. Those issues determined
to possess very strong characteristics will be given a plus(+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
SP-3: Speculative capacity to pay principal and interest.
FITCH INVESTORS SERVICE, INC.
INVESTMENT GRADE BOND RATINGS
AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".
A: Bonds considered to be investment grade and of high credit quality. The
obligors ability to pay interest and repay principal is considered to be strong,
but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
HIGH YIELD BOND RATINGS
BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified that could assist the
obligor in satisfying its debt service requirements.
B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC: Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C: Bonds are in imminent default in payment of interest or principal.
DDD, DD, AND D: Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.
PLUS (+) OR MINUS (-): The ratings from AA to C may be modified by the addition
of a plus or minus sign to indicate the relative position of a credit within the
rating category.
NR: Indicates that Fitch does not rate the specific issue.
CONDITIONAL: A conditional rating is premised on the successful completion of
a project or the occurrence of a specific event.
INVESTMENT GRADE SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1: Very Stong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+".
F-2: Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as
great as the "F-1+" and "F-1" categories.
F-3: Fair Credit Quality. Issues carrying this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse change could cause these securities to be rated below
investment grade.
* * * * * * * *
NOTES: Bonds which are unrated expose the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated speculative bonds. Each Portfolio is dependent on the Investment
Adviser's judgment, analysis and experience in the evaluation of such bonds.
Investors should note that the assignment of a rating to a bond by a rating
service may not reflect the effect of recent developments on the issuer's
ability to make interest and principal payments.
<PAGE>
- -------------------------------------------------------------------------------
Eaton Vance Arizona Municipals Fund
Eaton Vance Colorado Municipals Fund
Eaton Vance Connecticut Municipals Fund
Eaton Vance Michigan Municipals Fund
Eaton Vance Minnesota Municipals Fund
Eaton Vance New Jersey Municipals Fund
Eaton Vance Pennsylvania Municipals Fund
Eaton Vance Texas Municipals Fund
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 1, 1997
- --------------------------------------------------------------------------------
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
(800) 225-6265
Custodian
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116
Transfer Agent
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122
Auditors
Deloitte & Touche LLP, 125 Summer Street, Boston, MA 02110
C12/1ABSAI
<PAGE>
[LOGO OF Investing
EATON VANCE for the
APPEARS HERE] 21st [PHOTO OF WALL WITH THE WORD
Century "EDUCATION" APPEARS HERE]
Annual Report July 31, 1997
[PHOTO OF HIGHWAY
APPEARS HERE]
EATON VANCE
MUNICIPALS TRUST
MARATHON
Global Management-Global Distribution
Arizona
Colorado
Connecticut
Michigan
[PHOTO OF BRIDGE APPEARS HERE] Minnesota
New Jersey
Pennsylvania
Texas
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
LETTER TO SHAREHOLDERS
[PHOTO OF THOMAS J. FETTER APPEARS HERE]
Thomas J. Fetter,
President
The municipal bond market has continued to respond favorably in 1997 to an
economic climate characterized by moderate growth and low inflation. First
quarter GDP rose 4.9%, while the second quarter logged growth of 3.6%, according
to preliminary estimates. Meanwhile, inflation has remained in the 2-to-3%
range. While the Federal Reserve elected to raise short-term rates slightly in
March, it has since maintained a generally stable interest rate policy in
response to a benign inflation outlook. Not surprisingly, municipal bonds have
turned in solid returns, with the Lehman Brothers Municipal Bond Index* - an
unmanaged index of municipal bonds - rising 10.3% during the year ended July 31,
1997.
The municipal bond market has been characterized by heavy issuance and strong
investor demand
According to Standard & Poor's, nearly $227 billion in municipal securities were
brought to market in 1996, a 14% increase from the prior year. Thus far in 1997,
municipal issuance has kept up that pace. Issuers have redeemed older bonds with
relatively high coupons and replaced them with new bonds bearing lower coupons.
This municipal refunding activity has been sparked in part by the strong market
rally of recent months that has seen yields for 30-year AAA-rated general
obligations decline to the 5.2% level at July 31, according to Bloomberg
Financial. At that level, municipal yields represent 80.9% of 30-year Treasury
yields, making them an attractive option for investors.
Amid Washington's newly found fiscal responsibility, the outlook for municipal
bonds appears bright.
[BAR GRAPH APPEARS HERE]
Municipal bonds yield 81% of Treasury yields
- ------------------------------------------------------------------------------
5.20% 8.13%
- ------------------------------------------------------------------------------
30-Year AAA-rated Taxable equivalent yield
General Obligation (GO) Bonds* in 36% tax bracket
- ------------------------------------------------
6.43%
- ------------------------------------------------
30-Year Treasury bond
Principal and interest payments of Treasury securities are guaranteed by the
U.S. government.
*GO yields are a compilation of a representative variety of general obligations
and are not necessarily representative of the Fund's yield, statistics as of
July 31, 1997.
Past performance is not indicative of future results.
Source: Bloomberg, L.P.
We believe the long-term outlook for municipal bonds has improved in the past
year for several reasons. First, with Congress and the Clinton Administration
having reached agreement on a plan to balance the budget by 2002, the budgetary
nightmare that has long plagued the nation may soon be history. A balanced
budget would sharply reduce the government's borrowing needs, leading to lower
interest rates and channeling investments into more productive areas of the
economy. Second, even after recent capital gains tax cut proposals, the marginal
tax rates of many taxpayers remain high. For those taxpayers, municipal bonds
may still be the best vehicle for tax relief. And finally, a balanced investment
portfolio features a mix of equities, bonds, and cash. We believe, that
following three years of stock market outperformance, investors should consider
reallocating a portion of their portfolios to bonds in order to maintain a
prudent asset allocation. For these reasons, we believe that the municipal
market will continue to attract investments from tax-conscious investors. Eaton
Vance will continue its leadership role in seeking high, tax-free income for
investors.
Sincerely,
/s/ Thomas J. Fetter,
Thomas J. Fetter,
President
September 9, 1997
*It is not possible to invest directly in the Index.
- --------------------------------------------------------------------------------
Mutual fund shares are not insured by the FDIC and are not deposits or other
obligations of, or guaranteed by, any depository institution. Shares are subject
to investment risks, including possible loss of principal invested.
- --------------------------------------------------------------------------------
2
<PAGE>
EV Marathon Arizona Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF CYNTHIA J. CLEMSON APPEARS HERE]
Cynthia J. Clemson,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. Economic growth in Arizona has been revised upward in recent months, as
growth has exceeded most estimates. Revised figures show that the state
ranked third in the nation in job creation in 1996, posting an increase of
100,000 non-agricultural jobs, for a 5.6% employment growth rate.
. Tourism is an increasingly important segment of the Arizona economy. For
example, Tucson alone hosted 2.5 million visitors last year, according to the
Tucson Convention and Visitors Bureau. The economic impact has been
staggering, with 36,500 jobs directly or indirectly tied to the city's
tourism industry.
. Not surprisingly, Arizona's population growth has mirrored its strong
economy, rising by 133,000 in 1996. After the resident population neared full
employment in the early stages of the recovery, word of labor shortages
reached other regions of the country, encouraging an influx of new job
seekers.
Management Update
- --------------------------------------------------------------------------------
. During the past year, we have emphasized increasing the yield of the Fund. We
found good value in the multi-family housing sector, where issuance increased
by around 30%. We also found some opportunities among non-rated, continuing
life-care facilities.
. Amid volatile trading, we used market selloffs as an opportunity to sell
prerefunded bonds - those prerefunded to an earlier call date - in favor of
bonds with better upside performance characteristics.
. As is characteristic of the Arizona market, supply was steady-but-limited
during the past year. New issuance was concentrated in school district bonds,
which tend to have shorter maturities than we generally prefer for the
Portfolio. Health care issuance was up sharply, however, providing some
compelling opportunities.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.9%./1/
This return resulted from an increase in net asset value per share to $11.22
on July 31, 1997 from $10.68 on July 31, 1996, and the reinvestment of $0.485
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $11.22 per
share, the Fund's distribution rate on July 31, 1997 was 4.35%. The Fund's
SEC yield at July 31 was 3.75%./3/
. To equal 4.35% in a taxable investment, a couple in the 39.58% combined
federal and state tax bracket would need a yield of 7.20%.
Your Investment at Work
- --------------------------------------------------------------------------------
Yuma, AZ Industrial Development Authority Yuma Regional Medical Center
Revenue Bonds
[GRAPHIC APPEARS HERE]
. This revenue bond financed the building and renovation of several Yuma
Regional Medical Center facilities as well as the maintenance of additional
administrative offices.
. With its 5.5% coupon, the bond increased the Fund's potential for capital
appreciation. In addition, the bond provides 10 years of call protection,
contributing to our continuing emphasis on good call characteristics.
. Given the recent flood of health care issuance, the Yuma issue stood out for
its coupon, high quality, and good underlying structure.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred
sales charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
* Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 7/25/91. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.9%
Five Years 6.1
Life of Fund 7.9
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 4.9%
Five Years 5.8
Life of Fund 7.9
[LINE GRAPH APPEARS HERE]
Comparison of Change in Value of a $10,000 Investment in the Fund vs. the Lehman
Brothers Municipal Bond Index*
From July 31, 1991, through July 31, 1997
<TABLE>
<CAPTION>
EV Marathon Arizona Lehman Brothers
Date Municipals Fund Municipal Bond Index
- --------------------------------------------------------------------------------
<S> <C> <C>
7/31/91 $10,000 $10,000
8/31/91 $10,079 $10,132
9/30/91 $10,310 $10,264
10/31/91 $10,411 $10,356
11/30/91 $10,396 $10,385
12/31/91 $10,736 $10,608
1/31/92 $10,698 $10,632
2/28/92 $10,719 $10,636
3/31/92 $10,635 $10,639
4/30/92 $10,720 $10,734
5/31/92 $10,931 $10,861
6/30/92 $11,146 $11,043
7/31/92 $11,621 $11,374
8/31/92 $11,343 $11,263
9/30/92 $11,385 $11,337
10/31/92 $11,046 $11,225
11/30/92 $11,437 $11,426
12/31/92 $11,598 $11,543
1/31/93 $11,624 $11,677
2/28/93 $12,298 $12,100
3/31/93 $12,152 $11,972
4/30/93 $12,276 $12,092
5/31/93 $12,348 $12,160
6/30/93 $12,637 $12,364
7/31/93 $12,615 $12,379
8/31/93 $12,969 $12,637
9/30/93 $13,126 $12,781
10/31/93 $13,169 $12,806
11/30/93 $12,987 $12,693
12/31/93 $13,335 $12,961
1/31/94 $13,491 $13,109
2/28/94 $13,061 $12,770
3/31/94 $12,293 $12,249
4/30/94 $12,351 $12,353
5/31/94 $12,468 $12,460
6/30/94 $12,330 $12,388
7/31/94 $12,580 $12,611
8/31/94 $12,614 $12,655
9/30/94 $12,367 $12,469
10/31/94 $12,011 $12,248
11/30/94 $11,673 $12,026
12/31/94 $12,044 $12,291
1/31/95 $12,533 $12,642
2/28/95 $13,007 $13,010
3/31/95 $13,142 $13,160
4/30/95 $13,134 $13,175
5/31/95 $13,573 $13,596
6/30/95 $13,348 $13,477
7/31/95 $13,415 $13,604
8/31/95 $13,581 $13,777
9/30/95 $13,647 $13,864
10/31/95 $13,893 $14,065
11/30/95 $14,217 $14,299
12/31/95 $14,400 $14,436
1/31/96 $14,481 $14,545
2/28/96 $14,313 $14,447
3/31/96 $14,051 $14,263
4/30/96 $13,988 $14,222
5/31/96 $13,962 $14,217
6/30/96 $14,113 $14,372
7/31/96 $14,242 $14,502
8/31/96 $14,243 $14,499
9/30/96 $14,461 $14,701
10/31/96 $14,580 $14,867
11/30/96 $14,811 $15,140
12/31/96 $14,745 $15,076
1/31/97 $14,759 $15,104
2/28/97 $14,929 $15,243
3/31/97 $14,731 $15,040
4/30/97 $14,881 $15,166
5/31/97 $15,087 $15,394
6/30/97 $15,229 $15,558
7/31/97 $15,645 $15,989
</TABLE>
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 98.70% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
3
<PAGE>
EV Marathon Colorado Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF WILLIAM H. AHERN APPEARS HERE]
William H. Ahern,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. Colorado's economy has reflected the strength at the national level, with the
state's unemployment rate, which has hovered near the 4% level for three
years, expected to fall to the 3.7% by year-end. In 1997, the state is
expected to create 65,000 new jobs, according to the Office of Planning and
Budget.
. Colorado's population growth, fueled in recent years by a large migration
from other states, has slowed from a peak of 3% in 1993 to a 2% growth rate
last year, for a net gain of 73,000 residents. Slower population growth is
attributed to an economic rebound in the Pacific coast states.
. Reflecting the strong economy, Colorado state fund revenues increased more
than 8% in fiscal year 1997. The jump in revenues was most pronounced in
personal income tax receipts, which rose an impressive 11%.
Management Update
- --------------------------------------------------------------------------------
. In a market increasingly dominated by insured issues, we have sought
opportunities to add higher-yielding bonds to the Portfolio. Colorado housing
issues provided some especially attractive opportunities among non-rated
bonds.
. We have pursued a "barbell" approach with respect to coupon structure. By
adding to our zero-coupon bond holdings, we have increased the Fund's
potential for capital appreciation and improved the balance with our high-
yielding bond holdings.
. Call protection remained an important structural concern for the Portfolio.
As issuers have redeemed bonds with lower coupon paper, the need to maintain
good call protection has become even more acute.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 11.3%./1/
This return resulted from an increase in net asset value per share to $10.80
on July 31, 1997 from $10.17 on July 31, 1996, and the reinvestment of $0.482
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.80 per
share, the Fund's distribution rate on July 31, 1997 was 4.47%. The Fund's
SEC yield at July 31 was 4.82%./3/
. To equal 4.47% in a taxable investment, a couple in the 39.20% combined
federal and state tax bracket would need a yield of 7.35%.
Your Investment at Work
- --------------------------------------------------------------------------------
Colorado Health Facilities Authority Parkview
Episcopal Medical Center, Inc.
[GRAPHIC APPEARS HERE]
. The proceeds from this bond issue were used to construct and equip certain
facilities of the 305-bed Medical Center, as well as to refund an earlier
bond issue of the Center.
. Because quality spreads in the Colorado market have become especially narrow,
we sought opportunities among lower-rated, investment grade hospital bonds
like this 6.125% coupon, Baa1-rated (Moody's) issue.
. The Parkview bond was consistent with our recent relative value approach and
helped us improve the Portfolio's structure by adding to call protection.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred
sales charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax
and/or alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income
per share for the 30-day period by the net asset value at the end of the
period and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years;
4%-3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
/*/ Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 8/25/92. Index information is available only at month-end; therefore,
the line comparison begins at the next month following the commencement of
the Fund's investment operations. It is not possible to invest directly in
the Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 11.3%
Life of Fund 6.9
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 6.3%
Life of Fund 6.6
[LINE GRAPH APPEARS HERE]
Comparison of Change In Value of a $10,000 Investment in the Fund vs. the
Lehman Brothers Municipal Bond Index*
From August 31, 1992, through July 31, 1997
<TABLE>
<CAPTION>
EV Marathon Colorado Lehman 7-Year Municipal
Date Municipals Fund Bond Index Fund/NAV
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
8/31/92 $10,000 $10,000 $13,629
9/30/92 $10,000 $10,065 $13,629
10/31/92 $9,762 $9,966 $13,629
11/30/92 $10,205 $10,145 $13,629
12/31/92 $10,353 $10,249 $13,629
1/31/93 $10,465 $10,368 $13,629
2/28/93 $10,896 $10,743 $13,629
3/31/93 $10,746 $10,629 $13,629
4/30/93 $10,900 $10,736 $13,629
5/31/93 $10,964 $10,797 $13,629
6/30/93 $11,147 $10,977 $13,629
7/31/93 $11,166 $10,991 $13,629
8/31/93 $11,430 $11,220 $13,629
9/30/93 $11,575 $11,348 $13,629
10/31/93 $11,604 $11,370 $13,629
11/30/93 $11,475 $11,270 $13,629
12/31/93 $11,707 $11,508 $13,629
1/31/94 $11,847 $11,639 $13,629
2/28/94 $11,443 $11,338 $13,629
3/31/94 $10,776 $10,876 $13,629
4/30/94 $10,838 $10,968 $13,629
5/31/94 $10,957 $11,063 $13,629
6/30/94 $10,809 $10,999 $13,629
7/31/94 $11,058 $11,197 $13,629
8/31/94 $11,068 $11,236 $13,629
9/30/94 $10,854 $11,071 $13,629
10/31/94 $10,573 $10,874 $13,629
11/30/94 $10,309 $10,678 $13,629
12/31/94 $10,592 $10,913 $13,629
1/31/95 $11,005 $11,225 $13,629
2/28/95 $11,427 $11,551 $13,629
3/31/95 $11,505 $11,684 $13,629
4/30/95 $11,475 $11,698 $13,629
5/31/95 $11,819 $12,071 $13,629
6/30/95 $11,613 $11,965 $13,629
7/31/95 $11,675 $12,079 $13,629
8/31/95 $11,827 $12,232 $13,629
9/30/95 $11,875 $12,309 $13,629
10/31/95 $12,148 $12,488 $13,629
11/30/95 $12,420 $12,696 $13,629
12/31/95 $12,563 $12,817 $13,629
1/31/96 $12,614 $12,914 $13,629
2/28/96 $12,471 $12,827 $13,629
3/31/96 $12,255 $12,663 $13,629
4/30/96 $12,233 $12,627 $13,629
5/31/96 $12,234 $12,622 $13,629
6/30/96 $12,348 $12,760 $13,629
7/31/96 $12,430 $12,876 $13,629
8/31/96 $12,405 $12,873 $13,629
9/30/96 $12,592 $13,053 $13,629
10/31/96 $12,701 $13,200 $13,629
11/30/96 $12,913 $13,442 $13,629
12/31/96 $12,877 $13,385 $13,629
1/31/97 $12,914 $13,410 $13,629
2/28/97 $13,045 $13,534 $13,629
3/31/97 $12,901 $13,353 $13,629
4/30/97 $13,001 $13,465 $13,629
5/31/97 $13,178 $13,668 $13,629
6/30/97 $13,422 $13,813 $13,629
7/31/97 $13,829 $14,196 $13,629
</TABLE>
Fund, assuming entire investment was redeemed at 7/31/97, and maximum applicable
contingent deferred sales charge (CDSC) applied.
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.49% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
4
<PAGE>
EV Marathon Connecticut Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF NICOLE ANDERES APPEARS HERE]
Nicole Anderes,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. Connecticut's recovery from the 1989-92 recession continued in 1997, although
the state continued to lag national trends. Most of the state's employment
gains have come in the business services area, including finance, software
and internet services, as well as health services. Retail and construction
have also been good job providers.
. Connecticut's labor force has grown by more than 1% in the past year, but at
a slower pace than the nation as a whole. The state's unemployment rate was
well below last year's levels. It has generally remained higher than the
national rate throughout the expansion.
. At mid-year, state tax receipts were roughly 5% higher than the same period
last year. Personal income tax and sales tax revenues each showed significant
growth over 1996. Corporate tax receipts, in contrast, were more than 9%
below last year's levels.
Management Update
- --------------------------------------------------------------------------------
. Reflecting a bond market characterized by choppy, interim fluctuations, the
Portfolio remained neutrally positioned for much of the past fiscal year and
featured relatively little trading activity.
. The Portfolio was able to use our extensive research resources to identify
opportunities to add yield for our shareholders as well as to avoid
deteriorating situations before they were recognized in the market.
. Insured bonds now constitute nearly half of all new municipal issuance,
making it more difficult to find good buying opportunities. We believe that
insurers will not be able to maintain their recent level of market
penetration indefinitely and that more interesting values will eventually
emerge.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.2%./1/
This return resulted from an increase in net asset value per share to $10.57
on July 31, 1997 from $10.12 on July 31, 1996, and the reinvestment of $0.453
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.57 per
share, the Fund's distribution rate on July 31, 1997 was 4.24%. The Fund's
SEC yield at July 31 was 3.93%./3/
. To equal 4.24% in a taxable investment, a couple in the 38.88% combined
federal and state tax bracket would need a yield of 6.94%.
Your Investment at Work
- --------------------------------------------------------------------------------
Connecticut Health and Educational [GRAPHIC APPEARS HERE]
Facilities Authority - Choate Rosemary Hall
. This bond issue financed the renovation of student and faculty residences as
well as the maintenance of other administrative facilities at this well-
regarded college preparatory school founded in 1890.
. With its 5% coupon, the bond provided the Fund with added upside potential
while also improving the Fund's call protection. Concurrently, we sold other
5% coupon issues with less attractive call characteristics.
. The bond was a high-quality addition to the Portfolio. In addition to
representing a respected issuer, the bond is insured by MBIA, a major
municipal bond insurer. /4/
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred sales
charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Private insurance does not decrease the risk of loss of principal associated
with this investment.
/5/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
* Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 5/1/92. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/5/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.2%
Five Years 5.2
Life of Fund 6.3
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 4.2%
Five Years 4.9
Life of Fund 6.2
Comparison of Change in Value of a From May 30, 1992, through July 31, 1997
$10,000 Investment in the Fund vs.
the Lehman Brothers Municipal Bond Index*
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
EV Marathon Connecticut Fund, maximum Lehman Brothers
Municipals Fund, applicable contingent Municipal Bond
Date net asset value deferred sales charge Index
---- --------------- --------------------- -----
<S> <C> <C> <C>
5/31/92 $10,000 $13,597 $10,000
6/30/92 $10,215 $13,597 $10,168
7/31/92 $10,616 $13,597 $10,473
8/31/92 $10,409 $13,597 $10,370
9/30/92 $10,416 $13,597 $10,438
10/31/92 $10,131 $13,597 $10,336
11/30/92 $10,491 $13,597 $10,521
12/31/92 $10,617 $13,597 $10,628
1/31/93 $10,741 $13,597 $10,752
2/28/93 $11,179 $13,597 $11,141
3/31/93 $11,048 $13,597 $11,023
4/30/93 $11,173 $13,597 $11,134
5/31/93 $11,237 $13,597 $11,197
6/30/93 $11,455 $13,597 $11,384
7/31/93 $11,442 $13,597 $11,398
8/31/93 $11,710 $13,597 $11,636
9/30/93 $11,835 $13,597 $11,769
10/31/93 $11,821 $13,597 $11,791
11/30/93 $11,679 $13,597 $11,687
12/31/93 $11,933 $13,597 $11,934
1/31/94 $12,043 $13,597 $12,070
2/28/94 $11,686 $13,597 $11,758
3/31/94 $11,084 $13,597 $11,279
4/30/94 $11,102 $13,597 $11,374
5/31/94 $11,200 $13,597 $11,473
6/30/94 $11,071 $13,597 $11,406
7/31/94 $11,290 $13,597 $11,612
8/31/94 $11,298 $13,597 $11,652
9/30/94 $11,057 $13,597 $11,481
10/31/94 $10,736 $13,597 $11,277
11/30/94 $10,353 $13,597 $11,073
12/31/94 $10,697 $13,597 $11,317
1/31/95 $11,104 $13,597 $11,641
2/28/95 $11,486 $13,597 $11,979
3/31/95 $11,576 $13,597 $12,117
4/30/95 $11,568 $13,597 $12,131
5/31/95 $11,881 $13,597 $12,518
6/30/95 $11,706 $13,597 $12,409
7/31/95 $11,803 $13,597 $12,526
8/31/95 $11,980 $13,597 $12,685
9/30/95 $12,075 $13,597 $12,765
10/31/95 $12,254 $13,597 $12,951
11/30/95 $12,481 $13,597 $13,166
12/31/95 $12,601 $13,597 $13,292
1/31/96 $12,662 $13,597 $13,393
2/28/96 $12,527 $13,597 $13,302
3/31/96 $12,318 $13,597 $13,132
4/30/96 $12,318 $13,597 $13,095
5/31/96 $12,329 $13,597 $13,090
6/30/96 $12,442 $13,597 $13,233
7/31/96 $12,547 $13,597 $13,353
8/31/96 $12,533 $13,597 $13,350
9/30/96 $12,707 $13,597 $13,536
10/31/96 $12,815 $13,597 $13,689
11/30/96 $13,002 $13,597 $13,940
12/31/96 $12,950 $13,597 $13,881
1/31/97 $12,947 $13,597 $13,907
2/28/97 $13,077 $13,597 $14,035
3/31/97 $12,941 $13,597 $13,848
4/30/97 $13,038 $13,597 $13,964
5/31/97 $13,187 $13,597 $14,174
6/30/97 $13,328 $13,597 $14,325
7/31/97 $13,697 $13,597 $14,722
</TABLE>
Fund, assuming entire investment was redeemed of 7/31/97, and maximum applicable
contingent deferred sales charge (CDSC) applied.
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.65% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
5
<PAGE>
EV Marathon Michigan Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF TIMOTHY T. BROWSE APPEARS HERE]
Timothy T. Browse,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. Michigan's economy rose in concert with the national trends, with employment
reaching new record highs. Once again, the service, trade and construction
sectors led the way in job creation. Meanwhile, Big Three auto makers, a
critical source of manufacturing employment, enjoyed strong sales of pickup
trucks and sport utility vehicles.
. Detroit continued its success story, boosted by the strong auto sector and
sharp rise in commercial construction. The city's job growth rate for the year
was a robust 2.3%, well above national levels. Reflecting that growth, the
city's residential property values have risen 13% in the past year alone.
. The state remains in sound fiscal health. With its Budget Stabilization Fund
at more than 7% of general revenues, the state has a good measure of financial
flexibility. Through sound management and an improving economic picture,
Michigan continues to merit a Aa-rating from Moody's.
Management Update
- --------------------------------------------------------------------------------
. While maintaining a fully-invested posture and a fairly long duration, we made
adjustments to the Portfolio to compensate for market volatility, including
using bond futures as a hedge against a market downturn.
. Amid very large issuance, local school district bonds underperformed during
the period. As a result, we shifted our focus to the hospital sector, which
offered attractive opportunities to add yield to the Portfolio.
. We added to the Portfolio's non-rated and lower-rated investment-grade bonds.
Eaton Vance's research depth gives us an advantage in that sector of the
market. We also found value in alternative minimum tax bonds, which typically
carry higher yields.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.0%./1/
This return resulted from an increase in net asset value per share to $10.87
on July 31, 1997 from $10.42 on July 31, 1996, and the reinvestment of $0.464
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.87 per
share, the Fund's distribution rate on July 31, 1997 was 4.28%. The Fund's
SEC yield at July 31 was 3.81%./3/
. To equal 4.28% in a taxable investment, a couple in the 40.02% combined
federal and state tax bracket would need a yield of 7.14%.
Your Investment at Work
- --------------------------------------------------------------------------------
Pittsfield MI Economic Development Corp. [GRAPHIC APPEARS HERE]
Arbor Hospice
. These bonds were issued to finance the purchase and construction costs of
Arbor Hospice, a facility near Ann Arbor dedicated to the continuing care of
critically ill patients.
. The Arbor Hospice bond is a good example of a municipal bond investment used
to fund a novel solution to a major health care challenge.
. This bond is representative of the Portfolio's efforts, in a market
increasingly dominated by local school district bonds, to find opportunities
in smaller, non-rated health care issues.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred
sales charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
/*/ Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 4/19/91. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.0%
Five Years 5.4
Life of Fund 7.0
SEC Average Annual Total Returns (including applicable CDSC)
One Year 4.0%
Five Years 5.1
Life of Fund 7.0
Comparison of Change in Value of a $10,000 Investment in From April 30, 1991,
the Fund vs. the Lehman Brothers Municipal Bond Index* through July 31, 1997
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
EV Marathon Michigan Lehman Brothers
Date Municipals Fund Municipal Bond Index
- --------------------------------------------------------------------------------
<S> <C> <C>
4/30/91 $10,000 $10,000
5/31/91 $10,030 $10,089
6/30/91 $9,968 $10,079
7/31/91 $10,180 $10,202
8/31/91 $10,338 $10,336
9/30/91 $10,488 $10,471
10/31/91 $10,592 $10,565
11/30/91 $10,576 $10,594
12/31/91 $10,887 $10,822
1/31/92 $10,911 $10,846
2/28/92 $10,901 $10,850
3/31/92 $10,846 $10,854
4/30/92 $10,955 $10,951
5/31/92 $11,118 $11,080
6/30/92 $11,327 $11,265
7/31/92 $11,761 $11,603
8/31/92 $11,518 $11,490
9/30/92 $11,550 $11,565
10/31/92 $11,189 $11,451
11/30/92 $11,579 $11,657
12/31/92 $11,713 $11,776
1/31/93 $11,851 $11,913
2/28/93 $12,329 $12,343
3/31/93 $12,166 $12,213
4/30/93 $12,292 $12,336
5/31/93 $12,375 $12,405
6/30/93 $12,589 $12,613
7/31/93 $12,551 $12,629
8/31/93 $12,818 $12,892
9/30/93 $12,943 $13,039
10/31/93 $12,962 $13,064
11/30/93 $12,831 $12,949
12/31/93 $13,126 $13,222
1/31/94 $13,281 $13,373
2/28/94 $12,868 $13,027
3/31/94 $12,164 $12,496
4/30/94 $12,243 $12,602
5/31/94 $12,348 $12,711
6/30/94 $12,219 $12,637
7/31/94 $12,468 $12,866
8/31/94 $12,501 $12,910
9/30/94 $12,287 $12,721
10/31/94 $11,975 $12,495
11/30/94 $11,669 $12,269
12/31/94 $12,005 $12,539
1/31/95 $12,434 $12,897
2/28/95 $12,836 $13,272
3/31/95 $12,958 $13,425
4/30/95 $12,937 $13,441
5/31/95 $13,302 $13,870
6/30/95 $13,087 $13,748
7/31/95 $13,168 $13,878
8/31/95 $13,322 $14,055
9/30/95 $13,415 $14,143
10/31/95 $13,676 $14,349
11/30/95 $13,977 $14,587
12/31/95 $14,161 $14,727
1/31/96 $14,243 $14,839
2/28/96 $14,073 $14,738
3/31/96 $13,835 $14,550
4/30/96 $13,772 $14,509
5/31/96 $13,759 $14,503
6/30/96 $13,909 $14,661
7/31/96 $14,024 $14,794
8/31/96 $13,996 $14,791
9/30/96 $14,199 $14,997
10/31/96 $14,317 $15,167
11/30/96 $14,562 $15,445
12/31/96 $14,493 $15,380
1/31/97 $14,436 $15,409
2/28/97 $14,591 $15,550
3/31/97 $14,390 $15,343
4/30/97 $14,524 $15,471
5/31/97 $14,745 $15,704
6/30/97 $14,885 $15,871
7/31/97 $15,288 $16,311
</TABLE>
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.04% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
6
<PAGE>
EV Marathon Minnesota Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF ROBERT B. MACINTOSH APPEARS HERE]
Robert B. MacIntosh,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. Minnesota benefited from its broad economic diversity as manufacturing,
services, and natural resources posted strong employment growth. Iron and oil
production facilities have been running at high capacity, while forest
products companies have also fared well. Computer and software makers have
paced the manufacturing segment.
. Minnesota's construction employment in the first half of 1997 was 4% above the
same period in 1996, the result of strong building activity in the public,
commercial and residential sectors.
. Due to its strong economy and sound financial condition, Minnesota general
obligations have been upgraded to Aaa/AAA by Moody's and Standard & Poor's,
two major rating agencies.
Management Update
- --------------------------------------------------------------------------------
. The Portfolio featured relatively few changes during the period, focusing on
structural adjustments. We added to the Portfolio's zero coupon holdings in
order to improve the Fund's upside potential.
. Elsewhere on the structural front, call protection remained an important
consideration. As interest rates have declined, more bonds have been redeemed
by issuers. We have upgraded the Fund's call protection to avoid these
untimely redemptions as well as to increase the Fund's capital appreciation
potential.
. Issuance in the Minnesota market was characteristically quiet, dominated by
school districts. We were able to find good value in some college and
university issues. These were generally smaller, research-driven situations.
While many of these bonds were non-rated, they nonetheless met our strict
investment criteria.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.0%./1/
This return resulted from an increase in net asset value per share to $10.49
on July 31, 1997 from $10.07 on July 31, 1996, and the reinvestment of $0.461
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.49 per
share, the Fund's distribution rate on July 31, 1997 was 4.40%. The Fund's
SEC yield at July 31 was 4.13%./3/
. To equal 4.40% in a taxable investment, a couple in the 41.44% combined
federal and state tax bracket would need a yield of 7.51%.
Your Investment at Work
- --------------------------------------------------------------------------------
Minnesota State Higher Education
Facilities Authority - University of St. Thomas
[GRAPHIC APPEARS HERE]
. These revenue bonds were issued to finance upgrades on the University's St.
Paul and Minneapolis campuses, including a new telecommunications system,
increased heating capacity, and an expanded physical plant headquarters.
. The college and university sector of the Minnesota market offered good value.
With a 5.4% coupon, the St. Thomas bond represents good upside potential if
interest rates were to decline.
. As part of our ongoing efforts to improve the Portfolio's call protection, the
bond features a 10-year call, a strong positive given the decline in rates.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred
sales charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund will
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
/*/ Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 7/29/91. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.0%
Five Years 5.1
Life of Fund 6.3
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 4.0%
Five Years 4.8
Life of Fund 6.3
[LINE GRAPH APPEARS HERE]
Comparison of Change in Value of a $10,000 Investment in the Fund vs. the Lehman
Brothers Municipal Bond Index*
From July 31, 1991, through July 31, 1997
<TABLE>
<CAPTION>
EV Marathon Minnesota Lehman Brothers
Date Municipals Fund Municipal Bond Index
- --------------------------------------------------------------------------------
<S> <C> <C>
7/31/91 $10,000 $10,000
8/31/91 $10,050 $10,132
9/30/91 $10,196 $10,264
10/31/91 $10,299 $10,356
11/30/91 $10,303 $10,385
12/31/91 $10,502 $10,608
1/31/92 $10,556 $10,632
2/28/92 $10,555 $10,636
3/31/92 $10,521 $10,639
4/30/92 $10,617 $10,734
5/31/92 $10,746 $10,861
6/30/92 $10,919 $11,043
7/31/92 $11,273 $11,374
8/31/92 $11,087 $11,263
9/30/92 $11,096 $11,337
10/31/92 $10,805 $11,225
11/30/92 $11,156 $11,426
12/31/92 $11,288 $11,543
1/31/93 $11,411 $11,677
2/28/93 $11,812 $12,100
3/31/93 $11,696 $11,972
4/30/93 $11,819 $12,092
5/31/93 $11,889 $12,160
6/30/93 $12,076 $12,364
7/31/93 $12,063 $12,379
8/31/93 $12,303 $12,637
9/30/93 $12,459 $12,781
10/31/93 $12,466 $12,806
11/30/93 $12,349 $12,693
12/31/93 $12,598 $12,961
1/31/94 $12,703 $13,109
2/28/94 $12,370 $12,770
3/31/94 $11,718 $12,249
4/30/94 $11,749 $12,353
5/31/94 $11,876 $12,460
6/30/94 $11,775 $12,388
7/31/94 $11,984 $12,611
8/31/94 $12,017 $12,655
9/30/94 $11,797 $12,469
10/31/94 $11,468 $12,248
11/30/94 $11,110 $12,026
12/31/94 $11,463 $12,291
1/31/95 $11,834 $12,642
2/28/95 $12,227 $13,010
3/31/95 $12,372 $13,160
4/30/95 $12,339 $13,175
5/31/95 $12,671 $13,596
6/30/95 $12,448 $13,477
7/31/95 $12,513 $13,604
8/31/95 $12,676 $13,777
9/30/95 $12,739 $13,864
10/31/95 $12,967 $14,065
11/30/95 $13,221 $14,299
12/31/95 $13,398 $14,436
1/31/96 $13,437 $14,545
2/28/96 $13,308 $14,447
3/31/96 $13,021 $14,263
4/30/96 $13,047 $14,222
5/31/96 $13,058 $14,217
6/30/96 $13,165 $14,372
7/31/96 $13,264 $14,502
8/31/96 $13,196 $14,499
9/30/96 $13,382 $14,701
10/31/96 $13,484 $14,867
11/30/96 $13,697 $15,140
12/31/96 $13,615 $15,076
1/31/97 $13,640 $15,104
2/28/97 $13,778 $15,243
3/31/97 $13,580 $15,040
4/30/97 $13,712 $15,166
5/31/97 $13,887 $15,394
6/30/97 $14,024 $15,558
7/31/97 $14,459 $15,989
</TABLE>
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.24% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
7
<PAGE>
EV Marathon New Jersey Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF ROBERT B. MACINTOSH APPEARS HERE]
Robert B. MacIntosh,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
New Jersey's unemployment rate was 5.5% in July, up slightly from the recent
low of 5.2% in April. The rise was generally attributed to an increased labor
force. Even with the slight increase, the jobless picture has improved
significantly in the past year. The rate stood at 6.1% a year ago.
. New Jersey ranked second among all states in terms of per capita income in
1996, according to the Commerce Department. The state's per capita income of
$31,053 was 28% higher than the national average and represented a 4.1%
increase from the previous year.
. Trade and services continued to pace job creation in New Jersey, with health
and recreation services especially robust. The construction sector was also
very strong, paced by new home sales running 20% above last year's levels.
Management Update
- --------------------------------------------------------------------------------
. We added to the Fund's zero coupon holdings as part of an effort to reduce the
Fund's average coupon and improve the Fund's upside potential. Zero coupons
helped balance the Fund's higher coupons and should improve performance in a
varying range of interest rate scenarios.
. In a continued generic market, we increased our efforts to find undervalued,
non-rated bonds that can improve the Fund's yield. The growing life-care
sector has presented an increasing number of opportunities.
. Amid increased supply, we found some good opportunities among lower-rated,
investment-grade hospitals, where yield spreads remained fairly attractive.
Issues such as Cooper Health System and Holy Name Hospital offered especially
good value.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.9%./1/
This return resulted from an increase in net asset value per share to $10.94
on July 31, 1997 from $10.44 on July 31, 1996, and the reinvestment of $0.499
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.94 per
share, the Fund's distribution rate on July 31, 1997 was 4.57%. The Fund's
SEC yield at July 31 was 4.16%./3/
. To equal 4.57% in a taxable investment, a couple in the 40.08% combined
federal and state tax bracket would need a yield of 7.63%.
Your Investment at Work
- --------------------------------------------------------------------------------
New Jersey Economic Development Auth.
St. Barnabas Medical Center
[GRAPHIC APPEARS HERE]
. The bonds funded the purchase and renovation of two buildings in the St.
Barnabas Medical Center, a 620-bed, acute care teaching hospital in
Livingston.
. As part of recent structural changes, we lowered the average coupon to
increase the Fund's upside potential. This zero-coupon bond helped to balance
some of the Fund's older, higher-coupon issues.
. As a non-callable bond, the St. Barnabas issue aided our efforts to lengthen
the Fund's call protection during a period of increased redemption activity.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred sales
charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
* Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 1/8/91. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.9%
Five Years 5.6
Life of Fund 7.2
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 4.9%
Five Years 5.2
[LINE GRAPH APPEARS HERE]
Comparison of Change in Value of a $10,000 Investment in the Fund vs. the Lehman
Brothers Municipal Bond Index*
From January 31, 1991, through July 31, 1997
<TABLE>
<CAPTION>
EV Marathon New Jersey Lehman Brothers
Date Municipals Fund Municipal Bond Index
- --------------------------------------------------------------------------------
<S> <C> <C>
1/31/91 $10,000 $10,000
2/28/91 $10,097 $10,087
3/31/91 $10,089 $10,090
4/30/91 $10,236 $10,225
5/31/91 $10,353 $10,316
6/20/91 $10,243 $10,306
7/31/91 $10,448 $10,431
8/31/91 $10,618 $10,569
9/30/91 $10,739 $10,706
10/31/91 $10,834 $10,803
11/30/91 $10,818 $10,833
12/31/91 $11,095 $11,065
1/31/92 $11,077 $11,091
2/28/92 $11,078 $11,094
3/31/92 $11,054 $11,098
4/30/92 $11,122 $11,197
5/31/92 $11,317 $11,329
6/30/92 $11,494 $11,519
7/31/92 $11,932 $11,865
8/31/92 $11,731 $11,749
9/30/92 $11,775 $11,826
10/31/92 $11,477 $11,709
11/30/92 $11,805 $11,919
12/31/92 $11,959 $12,041
1/31/93 $12,121 $12,181
2/28/93 $12,660 $12,622
3/31/93 $12,486 $12,488
4/30/93 $12,649 $12,614
5/31/93 $12,734 $12,685
6/30/93 $12,954 $12,897
7/31/93 $12,943 $12,913
8/31/93 $13,181 $13,183
9/30/93 $13,323 $13,333
10/31/93 $13,323 $13,358
11/30/93 $13,196 $13,241
12/31/93 $13,467 $13,520
1/31/94 $13,615 $13,675
2/28/94 $13,275 $13,320
3/31/94 $12,617 $12,778
4/30/94 $12,666 $12,886
5/31/94 $12,752 $12,998
6/30/94 $12,626 $12,922
7/31/94 $12,821 $13,155
8/31/94 $12,870 $13,201
9/30/94 $12,659 $13,007
10/31/94 $12,349 $12,776
11/30/94 $12,008 $12,545
12/31/94 $12,363 $12,821
1/31/95 $12,762 $13,188
2/28/95 $13,108 $13,571
3/31/95 $13,217 $13,727
4/30/95 $13,237 $13,744
5/31/95 $13,597 $14,182
6/30/95 $13,409 $14,058
7/31/95 $13,467 $14,191
8/31/95 $13,613 $14,371
9/30/95 $13,708 $14,462
10/31/95 $13,935 $14,672
11/30/95 $14,188 $14,916
12/31/95 $14,323 $15,059
1/31/96 $14,408 $15,173
2/28/96 $14,225 $15,070
3/31/96 $14,066 $14,878
4/30/96 $14,043 $14,836
5/31/96 $14,032 $14,830
6/30/96 $14,161 $14,992
7/31/96 $14,241 $15,127
8/31/96 $14,257 $15,124
9/30/96 $14,454 $15,335
10/31/96 $14,563 $15,509
11/30/96 $14,788 $15,793
12/31/96 $14,722 $15,726
1/31/97 $14,724 $15,756
2/28/97 $14,844 $15,900
3/31/97 $14,713 $15,588
4/30/97 $14,854 $15,820
5/31/97 $15,040 $16,058
6/30/97 $15,158 $16,229
7/31/97 $15,643 $16,678
</TABLE>
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.63% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
8
<PAGE>
EV Marathon Pennsylvania Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF TIMOTHY T. BROWSE APPEARS HERE]
Timothy T. Browse,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. The Pennsylvania economy generated further momentum during the past year as
job creation showed continuing signs of improvement, rising by 2%. The
commonwealth's 5.2% unemployment rate, while still hovering slightly above the
national rate, was significantly lower than a year earlier.
. The service sector was responsible for seven of every eight new jobs in
Pennsylvania. According to the Pennsylvania Department of Labor and Industry,
more than 60,000 new service jobs were created in the past year, led by
business services and health care. Retail and finance were also large job
contributors.
. Pennsylvania's manufacturers have seen expanding business, especially building
products makers, due to a busier construction schedule. The tourism industry,
meanwhile, boosted by a strong economy and favorable weather, has enjoyed a
banner year, as vacationers have visited historic sites in record numbers.
Management Update
- --------------------------------------------------------------------------------
. In this volatile period, the Portfolio gained a measure of stability from its
older, higher-coupon holdings. Due to their attractive coupons and shorter
calls, the bonds have shorter durations and exhibit less price volatility.
. The Portfolio maintained its fairly large exposure to Philadelphia hospitals.
Although the field is very competitive, we were able to add yield to the Fund
with BBB rated hospital bonds.
. We took advantage of occasional market sell-offs to add discount issues, which
added duration, positive convexity, and interest rate sensitivity to the Fund.
Finally, we have continued to improve the Fund's call protection, selling
bonds with shorter calls in favor of those with better call characteristics.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 9.7%./1/
This return resulted from an increase in net asset value per share to $10.90
on July 31, 1997 from $10.43 on July 31, 1996, and the reinvestment of $0.510
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.90 per
share, the Fund's distribution rate on July 31, 1997 was 4.73%. The Fund's
SEC yield at July 31 was 4.35%./3/
. To equal 4.73% in a taxable investment, a couple in the 43.20% combined
federal, state and personal property tax bracket would need a yield of 8.33%.
Your Investment at Work
- --------------------------------------------------------------------------------
Allegheny County PA Hospital Development [GRAPHIC APPEARS HERE]
Authority - St. Francis Medical Center Project
. These bonds were issued for a 1000-bed, acute care teaching hospital in
Pittsburgh. In addition to its teaching hospital, St. Francis is a major
provider of specialty health services in the area.
. Projects financed by this issue include the building, renovating and equipping
of the Center's surgical and intensive care facilities.
. With its 5.75% coupon and A rating, the bond was an attractive purchase for
the Portfolio.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred sales
charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax and/or
alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income per
share for the 30-day period by the net asset value at the end of the period
and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years; 4%-
3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
/*/ Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 1/8/91. Index information is available only at month-end; therefore, the
line comparison begins at the next month following the commencement of the
Fund's investment operations. It is not possible to invest directly in the
Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------
One Year 9.7%
Five Years 5.5
Life of Fund 7.2
SEC Average Annual Total Returns (including applicable CDSC)
- --------------------------------------------------------------------------------
One Year 4.7%
Five Years 5.1
Life of Fund 7.2
- --------------------------------------------------------------------------------
[LINE GRAPH APPEARS HERE]
Comparison of Change in Value of a $10,000 Investment in the Fund vs. the Lehman
Brothers Municipal Bond Index*
From January 31, 1991, through July 31, 1997
<TABLE>
<CAPTION>
Lehman Brothers EV Marathon
Municipal Bond Pennsylvania
Date Bond Index Municipals Fund
- --------------------------------------------------------------------------------
<S> <C> <C>
1/31/91 $10,000 $10,000
2/28/91 $10,087 $10,096
3/31/91 $10,090 $10,109
4/30/91 $10,225 $10,268
5/31/91 $10,316 $10,366
6/20/91 $10,306 $10,298
7/31/91 $10,431 $10,465
8/31/91 $10,569 $10,617
9/30/91 $10,706 $10,772
10/31/91 $10,803 $10,901
11/30/91 $10,887 $10,833
12/31/91 $11,169 $11,065
1/31/92 $11,091 $11,131
2/28/92 $11,094 $11,134
3/31/92 $11,098 $11,101
4/30/92 $11,197 $11,214
5/31/92 $11,329 $11,380
6/30/92 $11,519 $11,594
7/31/92 $11,865 $12,014
8/31/92 $11,749 $11,780
9/30/92 $11,826 $11,803
10/31/92 $11,709 $11,471
11/30/92 $11,919 $11,890
12/31/92 $12,041 $12,024
1/31/93 $12,181 $12,165
2/28/93 $12,622 $12,649
3/31/93 $12,488 $12,486
4/30/93 $12,614 $12,628
5/31/93 $12,685 $12,680
6/30/93 $12,897 $12,866
7/31/93 $12,913 $12,856
8/31/93 $13,163 $13,143
9/30/93 $13,333 $13,308
10/31/93 $13,358 $13,319
11/30/93 $13,241 $13,202
12/31/93 $13,520 $13,523
1/31/94 $13,675 $13,672
2/28/94 $13,320 $13,270
3/31/94 $12,778 $12,548
4/30/94 $12,886 $12,595
5/31/94 $12,998 $12,693
6/30/94 $12,922 $12,590
7/31/94 $13,155 $12,797
8/31/94 $13,201 $12,821
9/30/94 $13,007 $12,621
10/31/94 $12,776 $12,320
11/30/94 $12,545 $11,901
12/31/94 $12,821 $12,219
1/31/95 $13,188 $12,618
2/28/95 $13,571 $13,016
3/31/95 $13,727 $13,168
4/30/95 $13,744 $13,150
5/31/95 $14,182 $13,562
6/30/95 $14,058 $13,384
7/31/95 $14,191 $13,468
8/31/95 $14,371 $13,587
9/30/95 $14,462 $13,696
10/31/95 $14,672 $13,923
11/30/95 $14,916 $14,178
12/31/95 $15,059 $14,326
1/31/96 $15,173 $14,425
2/28/96 $15,070 $14,308
3/31/96 $14,878 $14,094
4/30/96 $14,836 $14,071
5/31/96 $14,830 $14,060
6/30/96 $14,992 $14,150
7/31/96 $15,127 $14,286
8/31/96 $15,124 $14,303
9/30/96 $15,335 $14,502
10/31/96 $15,509 $14,599
11/30/96 $15,793 $14,812
12/31/96 $15,726 $14,803
1/31/97 $15,756 $14,820
2/28/97 $15,900 $14,956
3/31/97 $15,688 $14,784
4/30/97 $15,820 $14,912
5/31/97 $16,058 $15,128
6/30/97 $16,229 $15,291
7/31/97 $16,678 $15,665
</TABLE>
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.63% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
9
<PAGE>
EV Marathon Texas Municipals Fund as of July 31, 1997
INVESTMENT UPDATE
[PHOTO OF NICOLE ANDERES APPEARS HERE]
Nicole Anderes,
Portfolio Manager
The Economy
- --------------------------------------------------------------------------------
. The Texas economy continued to prosper in 1997, with the state's employment
growth rate of 3% exceeding the nation's 2.2% growth rate. While
unemployment -at 5.4% in July - remained slightly above the national rate, it
was much improved over the same period a year ago.
. Of the 1.5 million jobs added in Texas over the past five years, more than
half were found in five sectors: business services, local government, health
services, food services, and construction, according to the Texas Office of
the Comptroller.
. Despite weak oil pricing, the Texas energy service and supply sectors have
improved dramatically following years of industry consolidation. The Baker-
Hughes Texas rig count recently totalled 340, up from 270 a year earlier.
Management Update
- --------------------------------------------------------------------------------
. The bond market, characterized by high volatility, lacked clear direction
through much of the year. Accordingly, trading activity was relatively quiet
during the period, with the Portfolio maintaining a neutral position with
respect to interest rates.
. In a choppy market, we were able to draw upon the resources of Eaton Vance's
municipal research department to find opportunities to add yield for our
shareholders (See Texoma Medical Center at right) as well as to avoid several
deteriorating situations before they were recognized in the market.
. With insured bonds increasingly dominating new issuance, it has become more
challenging to find good buying opportunities. It's likely that more
opportunities will emerge if the insurers are unable to maintain their
current high market share.
The Fund
- --------------------------------------------------------------------------------
. During the year ended July 31, 1997, the Fund had a total return of 10.0%./1/
This return resulted from an increase in net asset value per share to $10.96
on July 31, 1997 from $10.44 on July 31, 1996, and the reinvestment of $0.495
per share in tax-free income./2/
. Based on the Fund's most recent dividend, and a net asset value of $10.96 per
share, the Fund's distribution rate on July 31, 1997 was 4.53%. The Fund's
SEC yield at July 31 was 4.24%./3/
. To equal 4.53% in a taxable investment, a couple in the 36% federal tax
bracket would need a yield of 7.08%.
Your Investment at Work
- --------------------------------------------------------------------------------
Denison, TX Hospital Authority
Texoma Medical Center, Inc. Project
[GRAPHIC APPEARS HERE]
. Proceeds of this issue were used to finance capital improvements and
equipment purchases for Texoma Medical Center, which operates acute care and
tertiary care facilities in Denison, as well as to refund earlier issues of
the Authority.
. Texoma enjoys a dominant market share in its area and is winning more managed
care contracts. The Center has improved its profitability in the past year.
. This bond, recently upgraded to BBB+ by S&P, represents the efforts of the
Portfolio to add value through lower-rated bonds that may have further
upgrade potential.
- --------------------------------------------------------------------------------
/1/ This return does not include the Fund's maximum 5% contingent deferred
sales charge (CDSC).
/2/ A portion of the Fund's income could be subject to federal income tax
and/or alternative minimum tax.
/3/ The Fund's SEC yield is calculated by dividing the net investment income
per share for the 30-day period by the net asset value at the end of the
period and annualizing the result.
/4/ Returns are calculated by determining the percentage change in net asset
value (NAV) with all distributions reinvested. SEC average annual returns
reflect applicable CDSC on the following schedule: 5%-1st and 2nd years;
4%-3rd year; 3%-4th year; 2%-5th year; 1%-6th year. Past performance is not
indicative of future results. The value of an investment in the Fund may
fluctuate so that shares, when redeemed, may be worth more or less than
their original cost.
/*/ Source: Towers Data Systems, Bethesda, MD. Investment operations commenced
on 3/24/92. Index information is available only at month-end; therefore,
the line comparison begins at the next month following the commencement of
the Fund's investment operations. It is not possible to invest directly in
the Index.
- --------------------------------------------------------------------------------
Fund Information
as of July 31, 1997
Performance/4/
- --------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
One Year 10.0%
Five Years 5.9%
Life of Fund 7.3
SEC Average Annual Total Returns (including maximum sales charge)
- --------------------------------------------------------------------------------
One Year 5.0%
Five Years 5.5%
Life of Fund 7.2
[LINE GRAPH APPEARS HERE]
Comparison of Change in Value of a $10,000 From March 31, 1992,
Investment in the Fund vs. the Lehman Brothers through July 31,1997
Municipal Bond Index*
<TABLE>
<CAPTION>
Fund, maximum
applicable Lehman Brothers
EV Marathon Texas contingent deferred Municipal
Date Municipals Fund sales charge Bond index
---- --------------- ------------ ----------
<S> <C> <C> <C>
3/31/92 $10,000 $14,483 $10,000
4/30/92 $10,080 $14,483 $10,089
5/31/92 $10,286 $14,483 $10,208
6/30/92 $10,501 $14,483 $10,379
7/31/92 $10,970 $14,483 $10,690
8/31/92 $10,710 $14,483 $10,586
9/30/92 $10,751 $14,483 $10,656
10/31/92 $10,421 $14,483 $10,551
11/30/92 $10,788 $14,483 $10,740
12/31/92 $10,914 $14,483 $10,849
1/31/93 $10,979 $14,483 $10,976
2/28/93 $11,532 $14,483 $11,373
3/31/93 $11,336 $14,483 $11,252
4/30/93 $11,445 $14,483 $11,366
5/31/93 $11,523 $14,483 $11,430
6/30/93 $11,694 $14,483 $11,621
7/31/93 $11,685 $14,483 $11,636
8/31/93 $11,972 $14,483 $11,878
9/30/93 $12,137 $14,483 $12,013
10/31/93 $12,116 $14,483 $12,037
11/30/93 $11,987 $14,483 $11,930
12/31/93 $12,287 $14,483 $12,182
1/31/94 $12,459 $14,483 $12,321
2/28/94 $12,055 $14,483 $12,002
3/31/94 $11,344 $14,483 $11,513
4/30/94 $11,412 $14,483 $11,611
5/31/94 $11,537 $14,483 $11,712
6/30/94 $11,432 $14,483 $11,643
7/31/94 $11,694 $14,483 $11,854
8/31/94 $11,729 $14,483 $11,895
9/30/94 $11,499 $14,483 $11,720
10/31/94 $11,187 $14,483 $11,512
11/30/94 $10,929 $14,483 $11,304
12/31/94 $11,295 $14,483 $11,552
1/31/95 $11,726 $14,483 $11,883
2/28/95 $12,155 $14,483 $12,228
3/31/95 $12,262 $14,483 $12,369
4/30/95 $12,222 $14,483 $12,383
5/31/95 $12,593 $14,483 $12,779
6/30/95 $12,382 $14,483 $12,667
7/31/95 $12,437 $14,483 $12,787
8/31/95 $12,586 $14,483 $12,949
9/30/95 $12,650 $14,483 $13,031
10/31/95 $12,886 $14,483 $13,220
11/30/95 $13,171 $14,483 $13,440
12/31/95 $13,309 $14,483 $13,569
1/31/96 $13,363 $14,483 $13,671
2/28/96 $13,217 $14,483 $13,579
3/31/96 $13,019 $14,483 $13,406
4/30/96 $12,999 $14,483 $13,368
5/31/96 $13,038 $14,483 $13,363
6/30/96 $13,146 $14,483 $13,508
7/31/96 $13,257 $14,483 $13,630
8/31/96 $13,272 $14,483 $13,627
9/30/96 $13,442 $14,483 $13,818
10/31/96 $13,531 $14,483 $13,974
11/30/96 $13,714 $14,483 $14,230
12/31/96 $13,704 $14,483 $14,170
1/31/97 $13,744 $14,483 $14,197
2/28/97 $13,894 $14,483 $14,327
3/31/97 $13,746 $14,483 $14,136
4/30/97 $13,864 $14,483 $14,254
5/31/97 $14,049 $14,483 $14,469
6/30/97 $14,212 $14,483 $14,623
7/31/97 $14,583 $14,483 $15,028
</TABLE>
Fund, assuming entire investment was redeemed at 7/31/97, and maximum applicable
contingent deferred sales charge (CDSC) applied.
- --------------------------------------------------------------------------------
Federal income tax information on distributions. For Federal income tax
purposes, 99.82% of the total dividends paid by the Fund from net investment
income during the year ended July 31, 1997 is designated as an exempt-interest
dividend.
- --------------------------------------------------------------------------------
10
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS
Statements of Assets and Liabilities
As of July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Arizona Fund Colorado Fund Connecticut Fund Michigan Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
- ------------------------------------------------------------------------------------------------------------------------------------
Investment in Municipals Portfolio --
Identified cost $ 100,639,257 $ 37,402,378 $ 163,492,975 $ 137,150,164
Unrealized appreciation 9,967,175 3,532,943 8,746,533 11,938,942
- ------------------------------------------------------------------------------------------------------------------------------------
Total investment, at value (Note 1A) $ 110,606,432 $ 40,935,321 $ 172,239,508 $ 149,089,106
- ------------------------------------------------------------------------------------------------------------------------------------
Receivable for Fund shares sold $ 221,623 $ 7,500 $ 68,050 $ 29,917
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $ 110,828,055 $ 40,942,821 $ 172,307,558 $ 149,119,023
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions payable $ 211,326 $ 80,623 $ 319,776 $ 279,445
Payable for Fund shares redeemed 1,191,617 53,922 304,839 237,150
Payable to affiliate for Trustees' fees
(Note 4) 277 14 276 277
Accrued expenses 45,765 22,096 48,717 60,647
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 1,448,985 $ 156,655 $ 673,608 $ 577,519
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets $ 109,379,070 $ 40,786,166 $ 171,633,950 $ 148,541,504
- ------------------------------------------------------------------------------------------------------------------------------------
Sources of Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------
Paid-in capital $ 103,640,899 $ 39,087,261 $ 167,886,287 $ 140,616,411
Accumulated net realized loss from
portfolio (computed on the basis of
identified cost) (4,179,476) (1,906,185) (4,679,094) (3,838,063)
Accumulated undistributed (distributions
in excess of) net investment income (49,528) 72,147 (319,776) (175,786)
Net unrealized appreciation of investments
(computed on the basis of identified cost) 9,967,175 3,532,943 8,746,533 11,938,942
- ------------------------------------------------------------------------------------------------------------------------------------
Total $ 109,379,070 $ 40,786,166 $ 171,633,950 $ 148,541,504
- ------------------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial Interest Outstanding
- ------------------------------------------------------------------------------------------------------------------------------------
9,745,612 3,775,441 16,242,953 13,662,577
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Offering and Redemption
Price Per Share (Note 6)
- ------------------------------------------------------------------------------------------------------------------------------------
(Net assets / shares of beneficial
interest outstanding) $ 11.22 $ 10.80 $ 10.57 $ 10.87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
11
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Assets and Liabilities
As of July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Minnesota Fund New Jersey Fund Pennsylvania Fund Texas Fund
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
- ----------------------------------------------------------------------------------------------------------------------
Investment in Municipals Portfolio --
Identified cost $ 62,201,002 $ 315,453,846 $ 364,865,896 $ 19,607,781
Unrealized appreciation 5,859,583 31,452,257 32,279,882 1,735,804
- ----------------------------------------------------------------------------------------------------------------------
Total investment, at value (Note 1A) $ 68,060,585 $ 346,906,103 $ 397,145,778 $ 21,343,585
- ----------------------------------------------------------------------------------------------------------------------
Receivable for Fund shares sold $ 36,992 $ 291,491 $ 266,667 $ --
- ----------------------------------------------------------------------------------------------------------------------
Total assets $ 68,097,577 $ 347,197,594 $ 397,412,445 $ 21,343,585
- ----------------------------------------------------------------------------------------------------------------------
Liabilities
- ----------------------------------------------------------------------------------------------------------------------
Distributions payable $ 131,235 $ 694,486 $ 830,773 $ 42,322
Payable for Fund shares redeemed 152,569 1,324,042 480,215 118
Payable to affiliate for Trustees' fees (Note 4) 139 277 277 11
Accrued expenses 32,852 99,282 127,098 18,511
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities $ 316,795 $ 2,118,087 $ 1,438,363 $ 60,962
- ----------------------------------------------------------------------------------------------------------------------
Net Assets $ 67,780,782 $ 345,079,507 $ 395,974,082 $ 21,282,623
- ----------------------------------------------------------------------------------------------------------------------
Sources of Net Assets
- ----------------------------------------------------------------------------------------------------------------------
Paid-in capital $ 66,414,909 $ 328,701,098 $ 380,502,583 $ 20,386,687
Accumulated net realized loss from
portfolio (computed on the basis of
identified cost) (4,411,197) (14,883,316) (17,550,010) (858,754)
Accumulated undistributed (distributions in
excess of) net investment income (82,513) (190,532) 741,627 18,886
Net unrealized appreciation of
investments (computed on the basis of
identified cost) 5,859,583 31,452,257 32,279,882 1,735,804
- ----------------------------------------------------------------------------------------------------------------------
Total $ 67,780,782 $ 345,079,507 $ 395,974,082 $ 21,282,623
- ----------------------------------------------------------------------------------------------------------------------
Shares of Beneficial Interest Outstanding
- ----------------------------------------------------------------------------------------------------------------------
6,461,607 31,547,032 36,341,343 1,941,903
- ----------------------------------------------------------------------------------------------------------------------
Net Asset Value, Offering and Redemption Price Per
Share (Note 6)
- ----------------------------------------------------------------------------------------------------------------------
(Net assets / shares of beneficial interest
outstanding) $ 10.49 $ 10.94 $ 10.90 $ 10.96
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
12
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Operations
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Arizona Fund Colorado Fund Connecticut Fund Michigan Fund
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income (Note 1B)
- ----------------------------------------------------------------------------------------------------------------------
Interest income allocated from Portfolio $ 7,162,799 $ 2,560,652 $ 10,673,242 $ 9,530,853
Expenses allocated from Portfolio (577,411) (147,761) (935,758) (805,558)
- ----------------------------------------------------------------------------------------------------------------------
Net investment income from Portfolio $ 6,585,388 $ 2,412,891 $ 9,737,484 $ 8,725,295
- ----------------------------------------------------------------------------------------------------------------------
Expenses
- ----------------------------------------------------------------------------------------------------------------------
Compensation of Trustees not members of the
Administrator's organization (Note 4) $ 3,297 $ 165 $ 3,268 $ 3,297
Distribution fees (Note 5) 1,100,886 377,799 1,638,773 1,487,408
Transfer and dividend disbursing agent fees 75,731 28,764 126,416 113,496
Printing and postage 32,967 19,067 49,612 45,801
Legal and accounting services 20,343 22,843 24,259 21,448
Custodian fee 12,627 5,593 16,016 14,497
Registration fees 4,752 1,000 3,788 1,377
Amortization of organization expenses (Note 1D) -- 2,100 2,342 --
Miscellaneous 26,373 5,995 18,459 29,577
- ----------------------------------------------------------------------------------------------------------------------
Total expenses $ 1,276,976 $ 463,326 $ 1,882,933 $ 1,716,901
- ----------------------------------------------------------------------------------------------------------------------
Net investment income $ 5,308,412 $ 1,949,565 $ 7,854,551 $ 7,008,394
- ----------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) from Portfolio
- ----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 1,849,841 $ 748,521 $ 1,291,719 $ 2,038,612
Financial futures contracts (1,072,317) (312,133) (821,377) (2,016,068)
- ----------------------------------------------------------------------------------------------------------------------
Net realized gain on investment transactions $ 777,524 $ 436,388 $ 470,342 $ 22,544
- ----------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investment transactions $ 5,139,625 $ 2,158,920 $ 7,342,200 $ 6,960,232
Financial futures contracts (264,834) (170,386) (445,615) (522,454)
- ----------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)
of investments $ 4,874,791 $ 1,988,534 $ 6,896,585 $ 6,437,778
- ----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments $ 5,652,315 $ 2,424,922 $ 7,366,927 $ 6,460,322
- ----------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 10,960,727 $ 4,374,487 $ 15,221,478 $ 13,468,716
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
13
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Operations
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Minnesota Fund New Jersey Fund Pennsylvania Fund Texas Fund
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income (Note 1B)
- -----------------------------------------------------------------------------------------------------------------------
Interest income allocated from Portfolio $ 4,312,154 $ 23,052,829 $ 26,954,193 $ 1,374,496
Expenses allocated from Portfolio (311,908) (1,899,487) (2,112,627) (77,316)
- -----------------------------------------------------------------------------------------------------------------------
Net investment income from Portfolio $ 4,000,246 $ 21,153,342 $ 24,841,566 $ 1,297,180
- -----------------------------------------------------------------------------------------------------------------------
Expenses
- -----------------------------------------------------------------------------------------------------------------------
Compensation of Trustees not members of the
Administrator's organization (Note 4) $ 1,527 $ 3,431 $ 3,297 $ 293
Distribution fees (Note 5) 648,328 3,353,181 3,887,240 208,896
Transfer and dividend disbursing agent fees 47,197 247,179 306,595 15,607
Custodian fee (Note 1F) 8,070 25,300 25,800 2,927
Printing and postage 28,199 99,584 69,441 12,495
Legal and accounting services 25,497 24,119 20,515 18,743
Registration fees 1,107 1,907 5,209 40
Amortization of organization expenses (Note 1D) -- -- -- 3,550
Miscellaneous 11,753 35,417 83,556 5,530
- -----------------------------------------------------------------------------------------------------------------------
Total expenses $ 771,678 $ 3,790,118 $ 4,401,653 $ 268,081
- -----------------------------------------------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee (Note 1F) $ -- $ -- $ 25,000 $ --
- -----------------------------------------------------------------------------------------------------------------------
Total expense reductions $ -- $ -- $ 25,000 $ --
- -----------------------------------------------------------------------------------------------------------------------
Net expenses $ 771,678 $ 3,790,118 $ 4,376,653 $ 268,081
- -----------------------------------------------------------------------------------------------------------------------
Net investment income $ 3,228,568 $ 17,363,224 $ 20,464,913 $ 1,029,099
- -----------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) from Portfolio
- -----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 626,009 $ 4,373,998 $ 4,046,941 $ 161,471
Financial futures contracts (606,666) (2,388,705) (5,098,050) (167,709)
- -----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions $ 19,343 $ 1,985,293 $ (1,051,109) $ (6,238)
- -----------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investment transactions $ 3,080,897 $ 14,743,952 $ 19,814,548 $ 1,160,820
Financial futures contracts (377,704) (846,203) (1,350,520) (67,871)
- -----------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
investments $ 2,703,193 $ 13,897,749 $ 18,464,028 $ 1,092,949
- -----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments $ 2,722,536 $ 15,883,042 $ 17,412,919 $ 1,086,711
- -----------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 5,951,104 $ 33,246,266 $ 37,877,832 $ 2,115,810
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
14
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Increase (Decrease) in Net Assets Arizona Fund Colorado Fund Connecticut Fund Michigan Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 5,308,412 $ 1,949,565 $ 7,854,551 $ 7,008,394
Net realized gain on investment transactions 777,524 436,388 470,342 22,544
Net change in unrealized appreciation
(depreciation) of investments 4,874,791 1,988,534 6,896,585 6,437,778
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 10,960,727 $ 4,374,487 $ 15,221,478 $ 13,468,716
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders (Note 2) --
From net investment income $ (5,284,385) $ (1,920,578) $ (7,825,912) $ (7,008,394)
In excess of net investment income -- -- -- (34,246)
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders $ (5,284,385) $ (1,920,578) $ (7,825,912) $ (7,042,640)
- ----------------------------------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest (Note 3) --
Proceeds from sale of shares $ 6,378,622 $ 3,160,432 $ 8,059,926 $ 2,876,721
Net asset value of shares issued to
shareholders in payment of distributions
declared 2,001,467 959,878 4,201,749 3,546,390
Cost of shares redeemed (32,357,879) (8,760,256) (29,631,741) (35,374,258)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from Fund share
transactions $(23,977,790) $ (4,639,946) $ (17,370,066) $ (28,951,147)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $(18,301,448) $ (2,186,037) $ (9,974,500) $ (22,525,071)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------------
At beginning of year $127,680,518 $ 42,972,203 $ 181,608,450 $ 171,066,575
- ----------------------------------------------------------------------------------------------------------------------------------
At end of year $109,379,070 $ 40,786,166 $ 171,633,950 $ 148,541,504
- ----------------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed
(distributions in excess of) net investment
income included in net assets
- ----------------------------------------------------------------------------------------------------------------------------------
At end of year $ (49,528) $ 72,147 $ (319,776) $ (175,786)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
15
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Increase (Decrease) in Net Assets Minnesota Fund New Jersey Fund Pennsylvania Fund Texas Fund
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 3,228,568 $ 17,363,224 $ 20,464,913 $ 1,029,099
Net realized gain (loss) on investment
transactions 19,343 1,985,293 (1,051,109) (6,238)
Net change in unrealized appreciation
(depreciation) of investments 2,703,193 13,897,749 18,464,028 1,092,949
- ------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 5,951,104 $ 33,246,266 $ 37,877,832 $ 2,115,810
- ------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders (Note 2) --
From net investment income $ (3,186,013) $ (17,073,929) $ (20,078,825) $ (1,046,385)
- ------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders $ (3,186,013) $ (17,073,929) $ (20,078,825) $ (1,046,385)
- ------------------------------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest (Note 3) --
Proceeds from sale of shares $ 3,588,530 $ 16,690,868 $ 15,557,539 $ 1,640,887
Net asset value of shares issued to
shareholders in payment of distributions
declared 1,654,522 8,710,206 9,150,623 396,839
Cost of shares redeemed (14,601,452) (75,142,843) (87,637,467) (5,820,480)
- ------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from Fund share
transactions $ (9,358,400) $ (49,741,769) $ (62,929,305) $ (3,782,754)
- ------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (6,593,309) $ (33,569,432) $ (45,130,298) $ (2,713,329)
- ------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 74,374,091 $ 378,648,939 $ 441,104,380 $ 23,995,952
- ------------------------------------------------------------------------------------------------------------------------------
At end of year $ 67,780,782 $ 345,079,507 $ 395,974,082 $ 21,282,623
- ------------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed
(distributions in excess of) net investment income
included in net assets
- ------------------------------------------------------------------------------------------------------------------------------
At end of year $ (82,513) $ (190,532) $ 741,627 $ 18,886
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
16
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1996
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Increase (Decrease) in Net Assets Arizona Fund Colorado Fund Connecticut Fund Michigan Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 6,150,183 $ 2,092,966 $ 8,377,085 $ 8,060,855
Net realized gain (loss) on investment
transactions 892,368 301,984 (20,964) 2,768,823
Net change in unrealized appreciation
(depreciation) of investments 1,223,781 393,555 3,339,721 859,497
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 8,266,332 $ 2,788,505 $ 11,695,842 $ 11,689,175
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders (Note 2) --
From net investment income $ (6,222,739) $ (2,146,041) $ (8,377,085) $ (8,356,758)
In excess of net investment income (73,555) -- (360,566) (141,540)
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders $ (6,296,294) $ (2,146,041) $ (8,737,651) $ (8,498,298)
- -----------------------------------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial
interest (Note 3) --
Proceeds from sale of shares $ 8,482,050 $ 4,652,643 $ 9,339,399 $ 6,125,761
Net asset value of shares issued to
shareholders in payment of distributions
declared 2,467,498 1,043,767 4,841,727 4,399,914
Cost of shares redeemed (27,098,114) (7,266,498) (24,431,028) (29,012,687)
- -----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from Fund share
transactions $ (16,148,566) $ (1,570,088) $ (10,249,902) $ (18,487,012)
- -----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (14,178,528) $ (927,624) $ (7,291,711) $ (15,296,135)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets
- -----------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 141,859,046 $ 43,899,827 $ 188,900,161 $ 186,362,710
- -----------------------------------------------------------------------------------------------------------------------------------
At end of year $ 127,680,518 $ 42,972,203 $ 181,608,450 $ 171,066,575
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed (distributions
in excess of) net investment income
included in net assets
- -----------------------------------------------------------------------------------------------------------------------------------
At end of year $ (73,555) $ 43,160 $ (359,774) $ (141,540)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
17
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1996
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Increase (Decrease) in Net Assets Minnesota Fund New Jersey Fund Pennsylvania Fund Texas Fund
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 3,606,912 $ 19,032,596 $ 23,119,118 $ 1,252,579
Net realized gain (loss) on investment
transactions 373,935 (305,571) 5,987,544 353,286
Net change in unrealized appreciation
(depreciation) of investments 631,925 3,879,246 (281,975) 155,796
- ------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 4,612,772 $ 22,606,271 $ 28,824,687 $ 1,761,661
- ------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders (Note 2) --
From net investment income $ (3,606,912) $ (19,032,596) $ (23,059,671) $ (1,295,270)
In excess of net investment income (20,434) (148,859) -- --
- ------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders $ (3,627,346) $ (19,181,455) $ (23,059,671) $ (1,295,270)
- ------------------------------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest
(Note 3) --
Proceeds from sale of shares $ 4,475,100 $ 21,519,563 $ 16,510,722 $ 1,080,119
Net asset value of shares issued to
shareholders in payment of distributions
declared 1,972,796 9,846,974 10,497,742 465,640
Cost of shares redeemed (12,029,259) (61,002,931) (87,524,749) (5,778,221)
- ------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from Fund share
transactions $ (5,581,363) $ (29,636,394) $ (60,516,285) $ (4,232,462)
- ------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (4,595,937) $ (26,211,578) $ (54,751,269) $ (3,766,071)
- ------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 78,970,028 $ 404,860,517 $ 495,855,649 $ 27,762,023
- ------------------------------------------------------------------------------------------------------------------------------
At end of year $ 74,374,091 $ 378,648,939 $ 441,104,380 $ 23,995,952
- ------------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed (distributions
in excess of) net investment income
included in net assets
- ------------------------------------------------------------------------------------------------------------------------------
At end of year $ (125,068) $ (479,827) $ 355,539 $ 36,172
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
18
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Arizona Fund
----------------------------------------------------------------------
Year Ended
----------------------------------------------------------------------
July 31, September 30,
--------------------------------------------- -----------------------
1997 1996 1995 1994* 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- Beginning of year $ 10.680 $ 10.530 $ 10.390 $ 11.570 $ 10.700 $ 10.320
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.486 $ 0.482 $ 0.492 $ 0.404 $ 0.496 $ 0.526
Net realized and unrealized gain (loss) on investments 0.539 0.161 0.164 (0.862) 1.076 0.520
- ------------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 1.025 $ 0.643 $ 0.656 $ (0.458) $ 1.572 $ 1.046
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
From net investment income $ (0.485) $ (0.488) $ (0.492) $ (0.404) $ (0.496) $ (0.526)
In excess of net investment income -- (0.005) (0.024) (0.074) (0.127) (0.120)
From net realized gain on investment transactions -- -- -- (0.233) (0.079) (0.020)
In excess of net realized gain on investment transactions -- -- -- (0.011) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.485) $ (0.493) $ (0.516) $ (0.722) $ (0.702) $ (0.666)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value-- End of year $ 11.220 $ 10.680 $ 10.530 $ 10.390 $ 11.570 $ 10.700
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return /(1)/ 9.85% 6.17% 6.64% (4.16)% 15.29% 10.43%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data++
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $109,379 $127,681 $141,859 $150,879 $135,524 $ 62,498
Ratio of net expenses to average daily net assets /(2)//(3)/ 1.58% 1.56% 1.53% 1.46%+ 1.53% 1.52%
Ratio of net expenses to average daily net assets, after
custodian fee reduction /(2)/ 1.57% 1.55% -- -- -- --
Ratio of net investment income to average daily net assets 4.50% 4.49% 4.81% 4.47%+ 4.42% 4.83%
Portfolio Turnover /(4)/ -- -- -- -- 39% 133%
- ------------------------------------------------------------------------------------------------------------------------------------
++ For the year ended September 30, 1992, the operating expenses of the Fund reflect a reduction of the investment adviser fee, an
allocation of expenses to the Investment Adviser, or both. Had such actions not been taken, net investment income per share and
the ratios would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses /(3)/ 1.64%
Net investment income 4.71%
Net investment income per share $ 0.513
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
19
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Colorado Fund
---------------------------------------------------------------
Year Ended
---------------------------------------------------------------
July 31, September 30,
----------------------------------------- -------------------
1997 1996 1995 1994* 1993 1992**
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- Beginning of year $10.170 $10.020 $10.010 $10.960 $10.060 $10.000
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.491 $ 0.480 $ 0.494 $ 0.403 $ 0.484 $ 0.026
Net realized and unrealized gain (loss) on investments 0.621 0.162 0.033 (0.880) 0.996 0.082++
- ---------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 1.112 $ 0.642 $ 0.527 $(0.477) $ 1.480 $ 0.108
- ---------------------------------------------------------------------------------------------------------------------------
Less distributions
- ---------------------------------------------------------------------------------------------------------------------------
From net investment income $(0.482) $(0.492) $(0.494) $(0.403) $(0.484) $(0.026)
In excess of net investment income -- -- (0.023) (0.070) (0.096) (0.022)
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.482) $(0.492) $(0.517) $(0.473) $(0.580) $(0.048)
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value -- End of year $10.800 $10.170 $10.020 $10.010 $10.960 $10.060
- ---------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 11.26% 6.46% 5.58% (4.46)% 15.52% 0.60%
- ---------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data+++
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $40,786 $42,972 $43,900 $42,085 $24,847 $ 2,464
Ratio of net expenses to average daily net assets/(2)(3)/ 1.53% 1.49% 1.28% 1.09%+ 1.00% 1.00%+
Ratio of net expenses to average daily net assets,
after custodian fee reduction/(2)/ 1.49% 1.45% -- -- -- --
Ratio of net investment income to average daily net assets 4.75% 4.69% 5.03% 4.59%+ 4.49% 2.26%+
Portfolio Turnover/(4)/ -- -- -- -- 3% 0%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
+++ The operating expenses of the Fund and the Portfolio may reflect a reduction
of the Investment Adviser fee, an allocation of expenses to the Investment
Adviser or Administrator, or both. Had such actions not been taken, the net
investment income per share and ratios would have been as follows:
<TABLE>
<S> <C> <C> <C> <C> <C>
Ratios (As a percentage of average daily net assets):
Expenses/(2)(3)/ 1.51% 1.43% 1.42%+ 1.90% 2.34%+
Expenses after custodian fee reduction/(2)(3)/ 1.46% -- -- -- --
Net investment income 4.67% 4.88% 4.26%+ 3.60% 0.92%+
Net investment income per share $0.478 $0.479 $0.373 $0.387 $0.011
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
++ The per share amount is not in accord with the net realized and unrealized
gain (loss) for the period because of the timing of sales of Fund shares
and the amount of the per share realized and unrealized gains and losses at
such time.
* For the ten months ended July 31, 1994.
** For the period from the start of business, August 25, 1992, to September
30, 1992.
/(1)/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. Total return is not
computed on an annualized basis.
/(2)/Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for each
of the prior periods have not been adjusted to reflect this change.
/(4)/Portfolio Turnover represents the rate of portfolio activity for the period
while the Fund was making investments directly in securities. The portfolio
turnover rate for the period since the Fund transferred substantially all
of its investable assets to the Portfolio is shown in the Portfolio's
financial statements which are included elsewhere in this report.
See notes to financial statements
20
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Connecticut Fund
----------------------------------------------------------------------
Year Ended
----------------------------------------------------------------------
July 31, September 30,
------------------------------------------- -----------------------
1997 1996 1995 1994* 1993 1992**
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- Beginning of year $ 10.120 $ 9.970 $ 10.050 $ 11.030 $ 10.270 $10.000
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.453 $ 0.452 $ 0.465 $ 0.388 $ 0.471 $ 0.192
Net realized and unrealized gain (loss) on investments 0.450 0.169 (0.037) (0.883) 0.885 0.331++
- ------------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 0.903 $ 0.621 $ 0.428 $ (0.495) $ 1.356 $ 0.523
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
From net investment income $ (0.453) $ (0.452) $ (0.465) $ (0.388) $ (0.471) $(0.192)
In excess of net investment income -- (0.019) (0.043) (0.079) (0.120) (0.061)
From net realized gain on investment transactions -- -- -- (0.018) (0.005) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.453) $ (0.471) $ (0.508) $ (0.485) $ (0.596) $(0.253)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value -- End of year $ 10.570 $ 10.120 $ 9.970 $ 10.050 $ 11.030 $10.270
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 9.17% 6.30% 4.55% (4.61)% 13.62% 5.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data +++
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $ 171,634 $181,608 $188,900 $ 188,453 $ 160,790 $50,031
Ratio of net expenses to average daily net assets/(2)//(3)/ 1.60% 1.58% 1.55% 1.43%+ 1.56% 1.35%+
Ratio of net expenses to average daily net assets, after
custodian fee reduction/(2)/ 1.60% 1.57% -- -- -- --
Ratio of net investment income to average daily net assets 4.45% 4.45% 4.77% 4.42%+ 4.33% 4.13%+
Portfolio Turnover/(4)/ -- -- -- -- 14% 16%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+++ For the period ended September 30, 1992, the operating expenses of the Fund
reflect a reduction of the Investment Adviser fee and/or an allocation of
expenses to the Investment Adviser. Had such actions not been taken, the
ratios and net investment income per share would have been as follows:
<TABLE>
<S> <C>
Ratios (As a percentage of average daily net assets):
Expenses/(3)/ 1.52%+
Net investment income 3.96%+
Net investment income per share $ 0.184
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
++ The per share amount is not in accord with the net realized and unrealized
gain (loss) for the period because of the timing of sales of Fund shares
and the amount of the per share realized and unrealized gains and losses
at such time.
* For the ten months ended July 31, 1994.
** For the period from the start of business, May 1, 1992, to September 30,
1992.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
21
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Michigan Fund
------------------------------------------------------------------------
Year Ended
------------------------------------------------------------------------
July 31, September 30,
----------------------------------------------- ----------------------
1997 1996 1995 1994* 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value--Beginning of year $ 10.420 $ 10.250 $ 10.210 $ 11.110 $ 10.570 $ 10.220
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.460 $ 0.464 $ 0.486 $ 0.398 $ 0.480 $ 0.499
Net realized and unrealized gain (loss) on investments 0.454 0.195 0.059 (0.794) 0.745 0.507
- -----------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 0.914 $ 0.659 $ 0.545 $ (0.396) $ 1.225 $ 1.006
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions
- -----------------------------------------------------------------------------------------------------------------------------------
From net investment income $ (0.462) $ (0.481) $ (0.486) $ (0.398) $ (0.480) $ (0.499)
In excess of net investment income (0.002) (0.008) (0.019) (0.062) (0.114) (0.144)
From net realized gain on investment transactions -- -- -- (0.028) (0.058) (0.013)
In excess of net realized gain on investment transactions -- -- -- (0.016) (0.033) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.464) $ (0.489) $ (0.505) $ (0.504) $ (0.685) $ (0.656)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--End of year $ 10.870 $ 10.420 $ 10.250 $ 10.210 $ 11.110 $ 10.570
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 9.01% 6.50% 5.61% (3.66)% 12.06% 10.13%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $ 148,542 $171,067 $186,363 $ 197,082 $ 188,290 $107,034
Ratio of net expenses to average daily net assets/(2)(3)/ 1.60% 1.61% 1.51% 1.49% + 1.54% 1.61%
Ratio of net expenses to average daily net assets, after
custodian fee reduction/(2)/ 1.58% 1.60% -- -- -- --
Ratio of net investment income to average daily net assets 4.40% 4.44% 4.84% 4.49% + 4.40% 4.65%
Portfolio Turnover/(4)/ -- -- -- -- 28% 72%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
22
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Minnesota Fund
------------------------------------------------------------------------
Year Ended
------------------------------------------------------------------------
July 31, September 30,
----------------------------------------------- ----------------------
1997 1996 1995 1994* 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value--Beginning of year $10.070 $ 9.950 $10.040 $10.910 $ 10.310 $10.080
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.466 $ 0.468 $ 0.470 $ 0.383 $ 0.473 $ 0.505
Net realized and unrealized gain (loss) on investments 0.415 0.123 (0.053) (0.788) 0.749 0.361
- -----------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 0.881 $ 0.591 $ 0.417 $(0.405) $ 1.222 $ 0.866
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions
- -----------------------------------------------------------------------------------------------------------------------------------
From net investment income $(0.461) $ (0.468) $(0.470) $(0.383) $ (0.473) $(0.505)
In excess of net investment income -- (0.003) (0.037) (0.073) (0.125) (0.131)
From net realized gain on investment transactions -- -- -- (0.009) -- --
In excess of net realized gain on investment transactions -- -- -- -- (0.024) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.461) $ (0.471) $(0.507) $(0.465) $ (0.622) $(0.636)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value -- End of year $10.490 $ 10.070 $ 9.950 $10.040 $ 10.910 $10.310
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 9.01% 6.00% 4.41% (3.81)% 12.28% 8.82%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data+++
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $67,781 $ 74,374 $78,970 $79,223 $ 68,004 $26,670
Ratio of net expenses to average daily net assets/(2)(3)/ 1.58% 1.56% 1.52% 1.54%+ 1.59% 1.42%
Ratio of net expenses to average daily net assets, after
custodian fee reduction/(2)/ 1.55% 1.54% -- -- -- --
Ratio of net investment income to average daily net assets 4.62% 4.63% 4.80% 4.38%+ 4.38% 4.74%
Portfolio Turnover/(4)/ -- -- -- -- 16% 25%
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
+++ For the years ended September 30, 1993 and 1992, the operating expenses of the Fund and the Portfolio may reflect a reduction
of the investment adviser fee, an allocation of expenses to the Investment Adviser or Administrator, or both. Had such actions
not been taken, the ratios and net investment income per share would have been as follows:
Ratios (As a percentage of average daily net assets):
<S> <C> <C>
Expenses/(2)(3)/ 1.61% 2.05%
Net investment income 4.37% 4.11%
Net investment income per share $ 0.472 $ 0.438
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
23
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon New Jersey Fund
------------------------------------------------------------------------
Year Ended
------------------------------------------------------------------------
July 31, September 30,
----------------------------------------------- ----------------------
1997 1996 1995 1994* 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value--Beginning of year $10.440 $10.360 $10.410 $11.350 $10.680 $ 10.380
- -----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.506 $ 0.505 $ 0.505 $ 0.421 $ 0.514 $ 0.516
Net realized and unrealized gain (loss) on investments 0.493 0.084 (0.009) (0.836) 0.841 0.452
- -----------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 0.999 $ 0.589 $ 0.496 $(0.415) $ 1.355 $ 0.968
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions
- -----------------------------------------------------------------------------------------------------------------------------------
From net investment income $(0.499) $(0.505) $(0.505) $(0.421) $(0.514) $ (0.516)
In excess of net investment income -- (0.004) (0.035) (0.075) (0.112) (0.124)
From net realized gain on investment transactions -- -- -- (0.029) (0.059) (0.028)
In excess of net realized gain on investment transactions -- -- (0.006) -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.499) $(0.509) $(0.546) $(0.525) $(0.685) $ (0.668)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value--End of year $10.940 $10.440 $10.360 $10.410 $11.350 $ 10.680
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 9.85% 5.74% 5.04% (3.77)% 13.15% 9.64%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $345,080 $378,649 $404,861 $420,117 $395,421 $235,324
Ratio of net expenses to average daily net assets/(2)(3)/ 1.59% 1.57% 1.53% 1.48%+ 1.56% 1.63%
Ratio of net expenses to average daily net assets, after
custodian fee reduction/(2)/ 1.57% 1.56% -- -- -- --
Ratio of net investment income to average daily net assets 4.82% 4.80% 4.97% 4.64%+ 4.66% 4.83%
Portfolio Turnover/(4)/ -- -- -- -- 20% 74%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
24
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Pennsylvania Fund
-----------------------------------------------------------------------
Year Ended
-----------------------------------------------------------------------
July 31, September 30,
----------------------------------------------- ----------------------
1997 1996 1995 1994* 1993 1992
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- Beginning of year $ 10.430 $ 10.320 $ 10.340 $ 11.310 $ 10.650 $ 10.350
- ----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.522 $ 0.512 $ 0.507 $ 0.422 $ 0.520 $ 0.531
Net realized and unrealized gain (loss) on investments 0.458 0.108 0.004++ (0.841) 0.794 0.430
- ----------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 0.980 $ 0.620 $ 0.511 $ (0.419) $ 1.314 $ 0.961
- ----------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ----------------------------------------------------------------------------------------------------------------------------------
From net investment income $ (0.510) $ (0.510) $ (0.507) $ (0.422) $ (0.520) $ (0.531)
In excess of net investment income -- -- (0.024) (0.069) (0.115) (0.130)
From net realized gain on investment transactions -- -- -- (0.042) (0.019) --
In excess of net realized gain on investment transactions -- -- -- (0.018) -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.510) $ (0.510) $ (0.531) $ (0.551) $ (0.654) $ (0.661)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value -- End of year $ 10.900 $ 10.430 $ 10.320 $ 10.340 $ 11.310 $ 10.650
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return/(1)/ 9.66% 6.08% 5.24% (3.84)% 12.76% 9.56%
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $395,974 $441,104 $495,856 $530,115 $499,601 $280,193
Ratio of net expenses to average daily net assets/(2)(3)/ 1.61% 1.58% 1.51% 1.46%+ 1.56% 1.64%
Ratio of net expenses to average daily net assets, after
custodian fee reduction/(2)/ 1.56% 1.54% -- -- -- --
Ratio of net investment income to average daily net
assets 4.93% 4.89% 5.04% 4.68%+ 4.70% 4.92%
Portfolio Turnover/(4)/ -- -- -- -- 6% 15%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
++ The per share amount is not in accord with the net realized and unrealized
gain (loss) for the period because of the timing of sales of Fund shares
and the amount of the per share realized and unrealized gains and losses
at such time.
* For the ten months ended July 31, 1994.
/(1)/ 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. Total return is not
computed on an annualized basis.
/(2)/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/(3)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense
offset arrangements with its service providers. The expense ratios for
each of the prior periods have not been adjusted to reflect this change.
/(4)/ Portfolio Turnover represents the rate of portfolio activity for the
period while the Fund was making investments directly in securities. The
portfolio turnover rate for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in
the Portfolio's financial statements which are included elsewhere in this
report.
See notes to financial statements
25
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Financial Highlights
<TABLE>
<CAPTION>
Marathon Texas Fund
---------------------------------------------------------------------
Year Ended
---------------------------------------------------------------------
July 31, September 30,
---------------------------------------- -------------------------
1997 1996 1995 1994* 1993 1992**
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value-- Beginning of year $10.440 $ 10.280 $10.210 $11.110 $ 10.450 $10.000
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.489 $ 0.492 $ 0.532 $ 0.436 $ 0.515 $ 0.255
Net realized and unrealized gain (loss) on investments 0.526 0.177 0.084 (0.824) 0.787 0.516
- ------------------------------------------------------------------------------------------------------------------------------------
Total income (loss) from operations $ 1.015 $ 0.669 $ 0.616 $(0.388) $ 1.302 $ 0.771
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions
- ------------------------------------------------------------------------------------------------------------------------------------
From net investment income $(0.495) $ (0.509) $(0.532) $(0.436) $ (0.515) $(0.255)
In excess of net investment income -- -- (0.014) (0.076) (0.106) (0.066)
In excess of net realized gain on investment transactions -- -- -- -- (0.021) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.495) $ (0.509) $(0.546) $(0.512) $ (0.642) $(0.321)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value -- End of year $10.960 $ 10.440 $10.280 $10.210 $ 11.110 $10.450
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return /1/ 10.00% 6.60% 6.36% (3.65)% 12.90% 7.51%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data +++
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (000 omitted) $21,283 $ 23,996 $27,762 $26,677 $ 16,338 $ 4,020
Ratio of net expenses to average daily net assets /2//3/ 1.57% 1.43% 0.99% 0.82%+ 1.06% 1.00%+
Ratio of net expenses to average daily net assets, after
custodian fee reduction /2/ 1.55% 1.39% -- -- -- --
Ratio of net investment income to average daily net assets 4.61% 4.70% 5.29% 4.81%+ 4.67% 4.61%+
Portfolio Turnover /4/ -- -- -- -- 7% 11%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+++ The operating expenses of the Fund and the Portfolio may reflect a reduction
of the Investment Adviser fee, an allocation of expenses to the Investment
Adviser or Administrator, or both. Had such actions not been taken, the
ratios and net investment income per share would have been as follows:
<TABLE>
<S> <C> <C> <C> <C> <C>
Ratios (As a percentage of average daily net assets):
Expenses /2//3/ 1.53% 1.44% 1.67%+ 2.55% 2.35%+
Expenses after custodian fee reduction (2) 1.49% -- -- -- --
Net investment income 4.60% 4.84% 3.96%+ 3.18% 3.26%+
Net investment income per share $ 0.482 $ 0.487 $ 0.359 $ 0.350 $ 0.180
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
** For the period from the start of business, March 24, 1992, to September 30,
1992.
/1/ 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. Total return is not computed on
an annualized basis.
/2/ Includes the Fund's share of its corresponding Portfolio's allocated
expenses.
/3/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require the Fund, as well as its corresponding
Portfolio, to increase its expense ratio by the effect of any expense offset
arrangements with its service providers. The expense ratios for each of the
prior periods have not been adjusted to reflect this change.
/4/ Portfolio Turnover represents the rate of portfolio activity for the period
while the Fund was making investments directly in securities. The portfolio
turnover rate for the period since the Fund transferred substantially all of
its investable assets to the Portfolio is shown in the Portfolio's financial
statements which are included elsewhere in this report.
See notes to financial statements
26
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS
1 Significant Accounting Policies
------------------------------------------------------------------------------
Eaton Vance Municipals 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 Trust presently consists of sixty Funds, eight of which, each non-
diversified, are included in these financial statements. They include EV
Marathon Arizona Municipals Fund ("Marathon Arizona Fund"), EV Marathon
Colorado Municipals Fund ("Marathon Colorado Fund"), EV Marathon Connecticut
Municipals Fund ("Marathon Connecticut Fund"), EV Marathon Michigan Municipals
Fund ("Marathon Michigan Fund"), EV Marathon Minnesota Municipals Fund
("Marathon Minnesota Fund"), EV Marathon New Jersey Municipals Fund ("Marathon
New Jersey Fund"), EV Marathon Pennsylvania Municipals Fund ("Marathon
Pennsylvania Fund") and EV Marathon Texas Municipals Fund ("Marathon Texas
Fund"). Each Fund invests all of its investable assets in interests in a
separate corresponding open-end management investment company (a Portfolio), a
New York Trust, having the same investment objective as its corresponding
Fund. The Marathon Arizona Fund invests its assets in the Arizona Municipals
Portfolio, the Marathon Colorado Fund invests its assets in the Colorado
Municipals Portfolio, the Marathon Connecticut Fund invests its assets in the
Connecticut Municipals Portfolio, the Marathon Michigan Fund invests its
assets in the Michigan Municipals Portfolio, the Marathon Minnesota Fund
invests its assets in the Minnesota Municipals Portfolio, the Marathon New
Jersey Fund invests its assets in the New Jersey Municipals Portfolio, the
Marathon Pennsylvania Fund invests its assets in the Pennsylvania Municipals
Portfolio and the Marathon Texas Fund invests its assets in the Texas
Municipals Portfolio. The value of each Fund's investment in its corresponding
Portfolio reflects the Fund's proportionate interest in the net assets of that
Portfolio (98.3%, 96.0%, 98.4%, 99.2%, 96.3%, 98.3%, 98.7%, and 98.5% at July
31, 1997 for the Marathon Arizona Fund, Marathon Colorado Fund, Marathon
Connecticut Fund, Marathon Michigan Fund, Marathon Minnesota Fund, Marathon
New Jersey Fund, Marathon Pennsylvania Fund and Marathon Texas Fund,
respectively). The performance of each Fund is directly affected by the
performance of its corresponding Portfolio. The financial statements of each
Portfolio, including the portfolio of investments, are included elsewhere in
this report and should be read in conjunction with each Fund's financial
statements.
On June 23, 1997, the Board of Trustees approved a Plan of Reorganization (the
"Plan") for the Eaton Vance Municipals Trust (the "Trust"). Under the terms of
the Plan, the EV Marathon Arizona Municipals Fund, EV Marathon Colorado
Municipals Fund, EV Marathon Connecticut Municipals Fund, EV Marathon Michigan
Municipals Fund, EV Marathon Minnesota Municipals Fund, EV Marathon New Jersey
Municipals Fund, EV Marathon Pennsylvania Municipals Fund and EV Marathon
Texas Municipals Fund (the Successor Funds), separate series of the Eaton
Vance Municipals Trust, would acquire substantially all of the assets and
liabilities of the EV Traditional Arizona Municipals Fund, EV Traditional
Colorado Municipals Fund, EV Traditional Connecticut Municipals Fund, EV
Traditional Michigan Municipals Fund, EV Traditional Minnesota Municipals
Fund, EV Traditional New Jersey Municipals Fund, EV Traditional Pennsylvania
Municipals Fund and EV Traditional Texas Municipals Fund, respectively (the
Acquired Funds). The transactions will be structured for tax purposes to
qualify as a tax-free reorganization under the Internal Revenue Code. The
Trust will issue and deliver to the Acquired Funds a number of full and
fractional shares of beneficial interest of a separate class of the Successor
Fund (Class A Shares), which will be equal in value to the net asset value per
share of the Acquired Fund multiplied by the number of full and fractional
shares of the Acquired Fund then outstanding. Such transaction will occur at
the close of business, July 31, 1997.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A Investment Valuation -- Valuation of securities by the Portfolios is
discussed in Note 1A of the Portfolios' Notes to Financial Statements which
are included elsewhere in this report.
B Income -- Each Fund's net investment income consists of the Fund's pro rata
share of the net investment income of its corresponding Portfolio, less all
actual and accrued expenses of each Fund determined in accordance with
generally accepted accounting principles.
C Federal Taxes -- Each 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 July 31, 1997, the Funds, for
federal income tax purposes, had capital loss carryovers which will
27
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
reduce taxable income arising from future net realized gain on investments, if
any, to the extent permitted by the Internal Revenue Code, and thus will
reduce the amount of the distributions to shareholders which would otherwise
be necessary to relieve the Funds of any liability for federal income or
excise tax. The amounts and expiration dates of the capital loss carryovers
are as follows:
<TABLE>
<CAPTION>
Fund Amount Expires
------------------------------------------------------------------------------
<S> <C> <C>
Marathon Arizona Fund $ 4,776,889 July 31, 2004
Marathon Colorado Fund $ 1,970,946 July 31, 2004
162,075 July 31, 2003
Marathon Connecticut Fund $ 5,022,410 July 31, 2004
206,627 July 31, 2003
Marathon Michigan Fund $ 315,466 July 31, 2005
2,603,474 July 31, 2004
1,242,774 July 31, 2003
662,305 July 31, 2002
Marathon Minnesota Fund $ 329,867 July 31, 2005
3,725,307 July 31, 2004
802,699 July 31, 2003
11,959 July 31, 2002
Marathon New Jersey Fund $ 15,920,136 July 31, 2004
Marathon Pennsylvania Fund $ 1,914,166 July 31, 2005
12,982,411 July 31, 2004
4,209,137 July 31, 2003
439,448 July 31, 2002
Marathon Texas Fund $ 78,115 July 31, 2005
623,434 July 31, 2004
184,977 July 31, 2003
68,395 July 31, 2002
</TABLE>
Dividends paid by each Fund from net interest on tax-exempt municipal bonds
allocated from its corresponding Portfolio are not includable by shareholders
as gross income for federal income tax purposes because each Fund and
Portfolio intend to meet certain requirements of the Internal Revenue Code
applicable to regulated investment companies which will enable the Funds 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 each Fund in connection
with its organization, including registration costs, are being amortized on
the straight-line basis over five years.
E Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expense during the reporting period. Actual results could
differ from those estimates.
F Expense Reduction -- Investors Bank & Trust Company (IBT) serves as
custodian to the Funds and the Portfolios. Pursuant to the respective
custodian agreements, IBT receives a fee reduced by credits which are
determined based on the average cash balances the Funds or the Portfolios
maintain with IBT. All significant credit balances used to reduce each Fund's
custodian fees are reported as a reduction of expenses on the Statement Of
Operations.
G Other -- Investment transactions are accounted for on a trade date basis.
2 Distributions to Shareholders
------------------------------------------------------------------------------
The net income of each 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 are
paid in the form of additional shares or, at the election of the shareholder,
in cash. Distributions of allocated realized capital gains, if any, are made
at least annually. Shareholders may reinvest capital gain distributions in
additional shares of the Fund at the net asset value as of the ex-dividend
date.
The Funds distinguish 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.
During the year ended July 31, 1997, the following reclassifications were made
due to permanent differences between book and tax accounting for reallocation
of gain/loss:
28
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
<TABLE>
<CAPTION>
Marathon Marathon Marathon Marathon
Increase/ Arizona Connecticut Pennsylvania New Jersey
(decrease) Fund Fund Fund Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Accumulated net
realized loss on
investments and
financial futures
contracts $99 $(12,211) $(1,003) $(20,873)
Accumulated
distributions in
excess of net
investment income (11,359) - -
Paid-in capital 99 (23,570) (1,003) (20,873)
------------------------------------------------------------------------------
</TABLE>
Net investment income, net realized gains, and net assets were not affected by
these reclassifications. The tax treatment of distributions for the calendar
year will be reported to shareholders prior to February 1, 1998 and will not
be based on tax accounting methods which may differ from amounts determined
for financial statement purposes.
3 Shares of Beneficial Interest
------------------------------------------------------------------------------
The Funds' 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:
<TABLE>
<CAPTION>
Marathon Arizona Fund
------------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 587,035 786,362
Issued to shareholders electing 184,561 230,105
to receive payments of
distributions in Fund shares
Redemptions (2,984,656) (2,524,433)
------------------------------------------------------------------------------
Net decrease (2,213,060) (1,507,966)
------------------------------------------------------------------------------
<CAPTION>
Marathon Colorado Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 305,999 451,567
Issued to shareholders electing to 92,921 102,119
receive payments of distributions
in Fund shares
Redemptions (847,903) (709,163)
------------------------------------------------------------------------------
Net decrease (448,983) (155,477)
------------------------------------------------------------------------------
<CAPTION>
Marathon Connecticut Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 785,303 919,865
Issued to shareholders electing to 410,380 476,931
receive payments of distributions
in Fund shares
Redemptions (2,893,701) (2,399,907)
------------------------------------------------------------------------------
Net decrease (1,698,018) (1,003,111)
------------------------------------------------------------------------------
<CAPTION>
Marathon Michigan Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 273,591 582,920
Issued to shareholders electing to 336,586 420,812
receive payments of distributions
in Fund shares
Redemptions (3,360,285) (2,772,953)
------------------------------------------------------------------------------
Net decrease (2,750,108) (1,769,221)
------------------------------------------------------------------------------
<CAPTION>
Marathon Minnesota Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 354,478 440,323
Issued to shareholders electing to 163,187 194,918
electing to receive payments of
distributions in Fund shares
Redemptions (1,442,543) (1,186,213)
------------------------------------------------------------------------------
Net decrease (924,878) (550,972)
------------------------------------------------------------------------------
<CAPTION>
Marathon New Jersey Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 1,576,459 2,040,378
Issued to shareholders electing to 824,152 937,046
receive payments of distributions
in Fund shares
Redemptions (7,114,631) (5,798,323)
------------------------------------------------------------------------------
Net decrease (4,714,020) (2,820,899)
------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
<TABLE>
<CAPTION>
Marathon Pennsylvania Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 1,471,266 1,571,629
Issued to shareholders electing to 853,998 1,002,119
receive payments of distributions
in Fund shares
Redemptions (8,289,968) (8,334,163)
------------------------------------------------------------------------------
Net decrease (5,964,704) (5,760,415)
------------------------------------------------------------------------------
<CAPTION>
Marathon Texas Fund
-----------------------------------
Year Ended July 31,
1997 1996
------------------------------------------------------------------------------
<S> <C> <C>
Sales 156,332 103,039
Issued to shareholders electing to 37,478 44,489
receive payments of distributions
in Fund shares
Redemptions (549,906) (551,219)
------------------------------------------------------------------------------
Net decrease (356,096) (403,691)
------------------------------------------------------------------------------
</TABLE>
4 Transactions with Affiliates
------------------------------------------------------------------------------
Eaton Vance Management (EVM) serves as the Administrator of each Fund, but
receives no compensation. The Portfolios have engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services.
See Note 2 of the Portfolios' Notes to Financial Statements which are included
elsewhere in this report. Except as to Trustees of the Funds and Portfolios
who are not members of EVM's or BMR's organization, officers and Trustees
receive remuneration for their services to each fund out of the investment
adviser fee earned by BMR.
Certain of the officers and Trustees of the Funds and Portfolios are officers
and directors/trustees of EVM and BMR.
5 Distribution Plan
------------------------------------------------------------------------------
Each Fund has adopted a distribution plan (the Plans) pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plans require the Funds to pay
the principal underwriter, Eaton Vance Distributors, Inc. (EVD), amounts equal
to 1/365 of 0.75% of each Fund's daily net assets, for providing ongoing
distribution services and facilities to the respective Fund. A Fund will
automatically discontinue payments to EVD during any period in which there are
no outstanding Uncovered Distribution Charges, which are equivalent to the sum
of (i) 5% of the aggregate amount received by the Fund for shares sold plus
(ii) distribution fees calculated by applying the rate of 1% over the
prevailing prime rate to the outstanding balance of Uncovered Distribution
Charges of EVD reduced by the aggregate amount of contingent deferred sales
charges (Note 6) and daily amounts theretofore paid to EVD. The amount payable
to EVD with respect to each day is accrued on such day as a liability of each
Fund and, accordingly, reduces the Fund's net assets. For the year ended July
31, 1997, Marathon Arizona Fund, Marathon Colorado Fund, Marathon Connecticut
Fund, Marathon Michigan Fund, Marathon Minnesota Fund, Marathon New Jersey
Fund, Marathon Pennsylvania Fund and Marathon Texas Fund paid $884,420,
$307,911, $1,324,103, $1,195,780, $523,956, $2,705,068, $3,113,225 and
$167,369, respectively, to EVD, representing 0.75% of each Fund's average
daily net assets. At July 31, 1997, the amount of Uncovered Distribution
Charges of EVD calculated under the Plans for Marathon Arizona Fund, Marathon
Colorado Fund, Marathon Connecticut Fund, Marathon Michigan Fund, Marathon
Minnesota Fund, Marathon New Jersey Fund, Marathon Pennsylvania Fund and
Marathon Texas Fund were approximately $3,305,000, $1,522,000, $5,372,000,
$3,764,000, $2,052,000, $8,681,000, $10,506,000 and $570,000, respectively.
In addition, the Plans authorize the Funds to make payments of service fees to
the Principal Underwriter, Authorized Firms and other persons in amounts not
exceeding 0.25% of each Fund's average daily net assets for any fiscal year.
The Trustees have initially implemented the Plans by authorizing the Funds to
make quarterly service fee payments to the Principal Underwriter and
Authorized Firms in amounts not expected to exceed 0.20% per annum of each
Fund's average daily net assets based on the value of Fund shares sold by such
persons and remaining outstanding for at least one year. For the year ended
July 31, 1997, Marathon Arizona Fund, Marathon Colorado Fund, Marathon
Connecticut Fund, Marathon Michigan Fund, Marathon Minnesota Fund, Marathon
New Jersey Fund, Marathon Pennsylvania Fund and Marathon Texas Fund paid or
accrued service fees to or payable to EVD in the amount of $216,466, $69,888,
$314,670, $291,628, $124,372, $648,113, $774,015 and $41,527, respectively.
Service fee payments are made for personal services and/or maintenance of
shareholder accounts. Service fees paid to EVD and Authorized Firms are
separate and distinct from the sales commissions and distribution fees payable
by each Fund to EVD, and as such
30
<PAGE>
EV Marathon Municipals Fund as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
are not subject to automatic discontinuance when there are no outstanding
Uncovered Distribution Charges of EVD.
Certain officers and Trustees of the Funds are officers or directors of EVD.
6 Contingent Deferred Sales Charge
------------------------------------------------------------------------------
A contingent deferred sales charge (CDSC) is imposed on any redemption of Fund
shares made within six years of purchase. Generally, the CDSC is based upon
the lower of the net asset value at date of redemption or date of purchase. No
charge is levied on shares acquired by reinvestment of dividends or capital
gains distributions. The CDSC is imposed at declining rates that begin at 5%
in the case of redemptions in the first and second year after purchase,
declining one percentage point each subsequent year. No CDSC is levied on
shares which have been sold to EVD or its affiliates or to their respective
employees or clients. CDSC charges are paid to EVD to reduce the amount of
Uncovered Distribution Charges calculated under each Fund's Distribution Plan.
CDSC charges received when no Uncovered Distribution Charges exist will be
credited to the Fund. EVD received approximately $581,000, $206,000, $528,000,
$510,000, $296,000, $1,212,000, $1,294,000 and $88,000 of CDSC paid by
shareholders of Marathon Arizona Fund, Marathon Colorado Fund, Marathon
Connecticut Fund, Marathon Michigan Fund, Marathon Minnesota Fund, Marathon
New Jersey Fund, Marathon Pennsylvania Fund and Marathon Texas Fund,
respectively, for the year ended July 31, 1997.
7 Investment Transactions
------------------------------------------------------------------------------
Increases and decreases in each Fund's investment in its corresponding
Portfolio for the year ended July 31, 1997 were as follows:
<TABLE>
<CAPTION>
Marathon Arizona Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 6,313,284
Decreases 36,184,826
<CAPTION>
Marathon Colorado Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 3,193,770
Decreases 10,198,536
<CAPTION>
Marathon Connecticut Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 8,815,104
Decreases 35,647,402
<CAPTION>
Marathon Michigan Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 3,537,095
Decreases 41,468,753
<CAPTION>
Marathon Minnesota Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 3,707,959
Decreases 16,903,086
<CAPTION>
Marathon New Jersey Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 17,209,895
Decreases 87,102,850
<CAPTION>
Marathon Pennsylvania Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 16,478,004
Decreases 104,394,263
<CAPTION>
Marathon Texas Fund
------------------------------------------------------------------------------
<S> <C>
Increases $ 1,715,747
Decreases 6,775,928
</TABLE>
8 Subsequent Event
------------------------------------------------------------------------------
Effective August 1, 1997, the EV Marathon Arizona Municipals Fund, EV Marathon
Colorado Municipals Fund, EV Marathon Connecticut Municipals Fund, EV Marathon
Michigan Municipals Fund, EV Marathon Minnesota Municipals Fund, EV Marathon
New Jersey Municipals Fund, EV Marathon Pennsylvania Municipals Fund and EV
Marathon Texas Municipals Fund changed their respective names to Eaton Vance
Arizona Municipals Fund, Eaton Vance Colorado Municipals Fund, Eaton Vance
Connecticut Municipals Fund, Eaton Vance Michigan Municipals Fund, Eaton Vance
Minnesota Municipals Fund, Eaton Vance New Jersey Municipals Fund, Eaton Vance
Pennsylvania Municipals Fund and Eaton Vance Texas Municipals Fund.
31
<PAGE>
EV Marathon Municipals Funds as of July 31, 1997
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of:
Eaton Vance Municipals Trust:
- --------------------------------------------------------------------------------
We have audited the accompanying statements of assets and liabilities of EV
Marathon Arizona Municipals Fund, EV Marathon Colorado Municipals Fund, EV
Marathon Connecticut Municipals Fund, EV Marathon Michigan Municipals Fund, EV
Marathon Minnesota Municipals Fund, EV Marathon New Jersey Municipals Fund, EV
Marathon Pennsylvania Municipals Fund and EV Marathon Texas Municipals Fund (the
Funds) (certain of the series of Eaton Vance Municipals Trust) as of July 31,
1997, the related statements of operations for the year then ended, the
statements of changes in net assets for the years ended July 31, 1997 and 1996
and financial highlights for the years ended July 31, 1997, 1996 and 1995, the
ten months ended July 31, 1994 and for the years ended September 30, 1993 and
1992. These financial statements and financial highlights are the responsibility
of the Trust's management. Our responsibility is to express an opinion on the
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
aforementioned Funds of Eaton Vance Municipals Trust at July 31, 1997, the
results of their operations, the changes in their net assets and their financial
highlights for the respective stated periods in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 5, 1997
32
<PAGE>
Arizona Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments-- 100.0%
<TABLE>
<CAPTION>
Ratings (Unaudited)
- ------------------- Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assisted Living -- 1.6%
- --------------------------------------------------------------------------------
NR NR $ 1,800 Arizona Health Facilities
Authority, (Mesa Project),
7.625%, 1/1/26 $ 1,802,268
- --------------------------------------------------------------------------------
$ 1,802,268
- --------------------------------------------------------------------------------
Education -- 6.6%
- --------------------------------------------------------------------------------
NR NR $ 2,000 Arizona Educational Loan
Marketing Corp., (AMT),
6.25%, 6/1/06 $ 2,152,920
NR NR 2,000 Arizona Educational Loan
Marketing Corp., (AMT),
6.30%, 12/1/08 2,134,540
A NR 1,500 Arizona Student Loan
Acquisition Authority, (AMT),
7.625%, 5/1/10 1,678,920
A1 AA 1,250 University of Arizona,
6.25%, 6/1/11 1,363,000
- --------------------------------------------------------------------------------
$ 7,329,380
- --------------------------------------------------------------------------------
Electric Utilities -- 11.9%
- --------------------------------------------------------------------------------
A A+ $ 1,000 Commonwealth of Puerto Rico,
Telephone Authority,
Variable Rate, 1/1/20/(1)/ $ 1,106,250
Ba2 BB+ 3,500 Maricopa County, AZ, Pollution
Control, 6.375%, 8/15/23 3,637,514
Baa1 BBB+ 5,300 Navajo County, AZ, Pollution
Control, 5.875%, 8/15/28 5,427,941
Baa1 BBB+ 550 Puerto Rico Electric Power
Authority, 7.00%, 7/1/07 591,168
Baa1 BBB+ 370 Puerto Rico Electric Power
Authority, 7.125%, 7/1/14 397,184
Aa AA 1,000 Salt River Project Agricultural
Improvement and Power District,
5.25%, 1/1/19 1,001,170
Aa AA 1,000 Salt River Project Agricultural
Improvement and Power District,
6.25%, 1/1/27 1,074,090
- --------------------------------------------------------------------------------
$13,235,317
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 10.8%
- --------------------------------------------------------------------------------
Aaa AA $ 1,000 Arizona Transportation Board
Highway, 6.50%, 7/1/11 $ 1,116,000
NR AAA 1,000 Glendale, AZ, Industrial
Development Authority,
7.125%, 7/1/20 1,186,430
Aaa AAA 7,500 Maricopa County, AZ, Single
Family Mortgage, 0.00%, 2/1/16 2,836,800
Aaa AAA 1,750 Phoenix, AZ, Civic Improvement
Excise Tax, (MBIA), 6.60%,
7/1/08 1,993,128
Aaa AAA 5,000 Phoenix, AZ, Industrial
Development Authority, IDA,
Single Family, 0.00%, 12/1/14 2,034,650
NR AA 2,500 Phoenix, AZ, Street and Highway
User, 6.25%, 7/1/11 2,798,775
- --------------------------------------------------------------------------------
$11,965,783
- --------------------------------------------------------------------------------
General Obligations -- 6.2%
- --------------------------------------------------------------------------------
Aa1 AA+ $ 2,000 Phoenix, AZ, 5.25%, 7/1/20 $ 2,021,100
Aa1 AA+ 1,500 Phoenix, AZ, 6.375%, 7/1/13 1,651,755
Baa1 A 1,000 Puerto Rico Aqueduct and Sewer
Authority, 5.00%, 7/1/19 966,370
NR A 2,000 Tatum Ranch, AZ, 6.875%, 7/1/16 2,206,780
- --------------------------------------------------------------------------------
$ 6,846,005
- --------------------------------------------------------------------------------
Hospitals -- 4.3%
- --------------------------------------------------------------------------------
NR BBB $ 1,130 Arizona Health Facilities
Authority, (Phoenix Memorial
Hospital), 8.125%, 6/1/12 $ 1,239,497
NR BBB 1,250 Arizona Health Facilities,
(Phoenix Memorial Hospital),
8.20%, 6/1/21/(2)/ 1,374,450
Baa1 BBB- 1,000 Maricopa County, AZ, (Sun Health
Corporation), 8.125%, 4/1/12 1,178,070
NR NR 905 Winslow, AZ, Industrial
Development Authority (Winslow
Memorial Hospital), 9.50%,
6/1/22 1,022,931
- --------------------------------------------------------------------------------
$ 4,814,948
- --------------------------------------------------------------------------------
Housing -- 9.9%
- --------------------------------------------------------------------------------
NR A $ 2,250 Maricopa County, AZ, IDA,
(Greenery Apartments), 6.625%,
7/1/26 $ 2,350,305
NR A 2,000 Maricopa County, AZ, IDA,
(Laguna Point Apartments),
6.75%, 7/1/19 2,096,660
NR A 3,000 Maricopa County, AZ, IDA,
Multi-family, 6.625%, 1/1/27 3,150,630
NR NR 1,250 Maricopa County, AZ, IDA, Place
Five and The Greenery Projects,
8.625%, 1/1/11 1,273,638
</TABLE>
See notes to financial statements
33
<PAGE>
Arizona Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- -------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
Housing (continued)
- --------------------------------------------------------------------------------
<C> <C> <C> <S> <C>
NR AA $1,000 Phoenix, AZ, (Woodstone and
Silver Springs Apartments),
Multi-family Housing, (Asset
Guaranty), 6.25%, 4/1/23 $ 1,033,680
NR AAA 1,000 Tempe, AZ, Industrial
Development Authority,
(Quadrangle Village
Apartments), 6.25%, 6/1/26 1,035,540
- --------------------------------------------------------------------------------
$ 10,940,453
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 1.9%
- --------------------------------------------------------------------------------
A1 NR $1,000 Casa Grande, AZ, Pollution
Control, (Frito Lay, Inc.),
6.60%, 12/1/10 $ 1,100,090
A2 A 1,000 Greenlee County, AZ,
Pollution Control, (Phelps
Dodge Corp.), 5.45%, 6/1/09 1,036,730
- --------------------------------------------------------------------------------
$ 2,136,820
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 3.0%
- --------------------------------------------------------------------------------
Aaa AAA $2,910 Pima County, AZ, (Irvington
Power), (FGIC), 7.25%,
7/15/10 $ 3,271,044
- --------------------------------------------------------------------------------
$ 3,271,044
- --------------------------------------------------------------------------------
Insured-General Obligations -- 8.2%
- --------------------------------------------------------------------------------
NR AAA $1,500 Commonwealth of Puerto Rico
"RIBS", (AMBAC), Variable
Rate, 7/1/15/(1)/ $ 1,663,125
Aaa AAA 1,000 Commonwealth of Puerto Rico,
Variable Rate, (FSA),
7/1/20/(1)/ 1,102,500
Aaa AAA 1,000 Maricopa County, AZ, Alhambra
Elementary School District
(AMBAC), 5.625%, 7/1/13 1,046,390
Aaa AAA 1,000 Maricopa County, AZ, Alhambra
School District (AMBAC),
5.125%, 7/1/13 1,011,080
Aaa AAA 1,000 Maricopa County, AZ, Chandler
Unified School District (FGIC),
6.40%, 7/1/10 1,083,380
Aaa AAA 1,000 Maricopa County, AZ, School
District, (MBIA), 6.40%,
7/1/10 1,083,750
Aaa AAA 1,000 Maricopa County, AZ, Tolleson
High School District (MBIA),
5.00%, 7/1/13 1,003,200
Aaa AAA 1,000 Puerto Rico (FSA), Variable
Rate, 7/1/22/(1)/ 1,116,250
- --------------------------------------------------------------------------------
$ 9,109,675
- --------------------------------------------------------------------------------
Insured-Hospitals -- 17.8%
- --------------------------------------------------------------------------------
Aaa AAA $2,140 Arizona Health Facilities
Authority, (MBIA), 5.25%,
10/1/26 $ 2,111,517
Aaa AAA 2,000 Maricopa County, AZ, Hospital
District No. 1, (FGIC),
6.125%, 6/1/15 2,139,400
Aaa AAA 2,000 Maricopa County, AZ,
Samaritan Health, (MBIA),
7.00%, 12/1/16 2,491,900
Aaa AAA 2,000 Mohave County, AZ, (Kingman
Regional Medical Center)
(FGIC), 6.50%, 6/1/15 2,187,080
Aaa AAA 1,000 Pima County, AZ, (Carondelet
Health Care Corp.) (MBIA),
5.25%, 7/1/12 1,047,500
Aaa AAA 3,500 Pima County, AZ, (Tucson
Medical Center) (MBIA),
5.00%, 4/1/15 3,443,300
Aaa AAA 1,500 Pima County, AZ, (Tucson
Medical Center) (MBIA),
6.375%, 4/1/12 1,640,790
Aaa AAA 1,000 Pima County, AZ, Industrial
Development Authority, (MBIA),
5.25%, 7/1/11 1,050,450
Aaa AAA 1,500 Scottsdale, AZ, Industrial
Development Authority,
(AMBAC), 6.125%, 9/1/17 1,640,175
Aaa AAA 1,000 University of Arizona Medical
Center Corp. (MBIA), 5.00%,
7/1/21 963,490
Aaa AAA 1,000 Yuma, AZ, Industrial
Development Authority, (MBIA),
5.50%, 8/1/17 1,025,630
- --------------------------------------------------------------------------------
$ 19,741,232
- --------------------------------------------------------------------------------
Insured-Water and Sewer -- 2.0%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 Chandler, AZ, Water and Sewer
(FGIC), 6.25%, 7/1/13 $ 1,089,200
Aaa AAA 1,200 Phoenix, AZ, (Civic
Improvement Corp.) (MBIA),
5.00%, 7/1/18 1,171,056
- --------------------------------------------------------------------------------
$ 2,260,256
- --------------------------------------------------------------------------------
Special Tax Revenue -- 1.9%
- --------------------------------------------------------------------------------
Baa1 A $1,000 Commonwealth of Puerto Rico
Highway and Transportation
Authority, 5.50%, 7/1/36 $ 1,022,450
NR NR 1,000 Virgin Islands Public Finance
Authority, 7.25%, 10/1/18 1,109,010
- --------------------------------------------------------------------------------
$ 2,131,460
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
34
<PAGE>
Arizona Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
Transportation -- 4.8%
- --------------------------------------------------------------------------------
<C> <C> <C> <S> <C>
NR BBB $3,000 Guam Airport Authority,
(AMT), 6.70%, 10/1/23 $ 3,233,670
Baa3 BBB- 2,000 Puerto Rico Port Authority,
(American Airlines), (AMT),
6.25%, 6/1/26 2,145,520
- --------------------------------------------------------------------------------
$ 5,379,190
- --------------------------------------------------------------------------------
Water and Sewer -- 9.1%
- --------------------------------------------------------------------------------
Aa1 AA+ $2,000 Arizona Wastewater Management
Authority, 6.80%, 7/1/11 $ 2,247,080
A1 AA- 1,000 Central Arizona Water
Conservation District, 5.50%,
11/1/09 1,083,490
Aa3 A 5,000 Phoenix, AZ, (Civic
Improvement Corp.), 4.75%,
7/1/23 4,588,299
Aa3 A 1,100 Phoenix, AZ, (Civic
Improvement Corp.), 5.00%,
7/1/18 1,066,648
A1 A+ 1,000 Tucson, AZ, Water Systems,
6.50%, 7/1/16 1,085,960
- --------------------------------------------------------------------------------
$ 10,071,477
- --------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $100,333,893) $111,035,308
- --------------------------------------------------------------------------------
</TABLE>
AMT-Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The Portfolio primarily invests in debt securities issued by Arizona
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 July 31, 1997, 32.8% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institution ranged from 2.0% to 17.1% of total investments.
/(1)/Security has been issued as an inverse floater bond.
/(2)/Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
35
<PAGE>
Colorado Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Rating (Unaudited)
- ------------------ Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Electric Utilities -- 1.3%
- --------------------------------------------------------------------------------
NR BBB $ 500 Guam Power Authority,
6.625%, 10/1/14 $ 544,340
- --------------------------------------------------------------------------------
$ 544,340
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 9.9%
- --------------------------------------------------------------------------------
NR AAA $4,000 Colorado Health Facilities Authority,
(Liberty Heights), (FSA),
0.00%, 7/15/24 $ 933,920
Aa2 NR 1,000 Colorado Housing and Finance
Authority, Retirement Housing,
(Liberty Heights Project), (AMT),
7.55%, 11/1/27 1,128,280
Aaa NR 8,500 Dawson Ridge, Metropolitan
District #1, Douglas County, CO,
0.00%, 10/1/22 2,122,365
- --------------------------------------------------------------------------------
$ 4,184,565
- --------------------------------------------------------------------------------
General Obligations -- 2.6%
- --------------------------------------------------------------------------------
A1 AA $1,000 Boulder and Gilpin Counties, Boulder
Valley School District,
6.30%, 12/1/13 $ 1,100,090
- --------------------------------------------------------------------------------
$ 1,100,090
- --------------------------------------------------------------------------------
Hospitals -- 18.9%
- --------------------------------------------------------------------------------
NR NR $ 900 Colorado Health Facilities Authority,
(Cleo Wallace Center),
7.00%, 8/1/15 $ 935,577
NR BBB- 650 Colorado Health Facilities Authority,
(National Jewish Center For
Immunology and Respiratory
Medicine), 6.875%, 2/15/12 675,428
Baa1 NR 2,000 Colorado Health Facilities Authority,
(Parkview Memorial Hospital),
6.125%, 9/1/25 2,053,580
Baa BBB 2,050 Colorado Health Facilities Authority,
(Rocky Mountain Adventist
Healthcare), 6.625%, 2/1/13 2,174,681
NR BBB 2,000 Colorado Health Facilities Authority,
(Vail Valley Medical Center),
6.60%, 1/15/20 2,116,300
- --------------------------------------------------------------------------------
$ 7,955,566
- --------------------------------------------------------------------------------
Housing -- 15.4%
- --------------------------------------------------------------------------------
NR AAA $1,000 City of Lakewood, Multi-family
Housing, FHA Insured Mortgage Loan,
(AMT), 6.65%, 10/1/25 $ 1,058,980
Aa AA 750 Colorado Housing and Finance
Authority, Multi-family Mortgage
Revenue, MFMR, (AMT),
6.40%, 10/1/27 789,615
Aa2 NR 1,510 Colorado Housing and Finance
Authority, Single Family Access
Program, 7.90%, 12/1/24 1,697,285
Aa2 NR 805 Colorado Housing and Finance
Authority, Single Family Access
Program, 8.00%, 12/1/24 916,831
Aa2 NR 565 Colorado Housing and Finance
Authority, Single Family Housing,
(AMT), 7.65%, 12/1/25 636,393
NR AAA 1,000 Denver, CO, Multifamily Housing,
(Lofts Project), (AMT),
6.15%, 12/1/16 1,037,060
NR NR 345 Lake Creek Affordable Housing Corp.,
Multi-family, 8.00%, 12/1/23 363,951
- --------------------------------------------------------------------------------
$ 6,500,115
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 2.9%
- --------------------------------------------------------------------------------
A2 NR $1,250 Commonwealth of Puerto Rico
Industrial, Medical and Environmental
Pollution Control Facility Finance
Authority (American Home Products),
5.10%, 12/1/18 $ 1,227,588
- --------------------------------------------------------------------------------
$ 1,227,588
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 2.1%
- --------------------------------------------------------------------------------
Aaa AAA $ 300 Commonwealth of Puerto Rico Electric
Power Authority, (FSA), Variable
Rate, 7/1/03/(1)/ $ 342,375
Aaa AAA 500 Commonwealth of Puerto Rico,
Telephone Authority, (MBIA), Variable
Rate, 1/16/15/(1)/ 520,625
- --------------------------------------------------------------------------------
$ 863,000
- --------------------------------------------------------------------------------
Insured-General Obligations -- 11.9%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 Douglas and Elbert Counties, Douglas
County School District, (MBIA),
6.40%, 12/15/11 $ 1,132,960
Aaa AAA 1,750 Eagle, Garfield and Routt Counties,
School District No. RE 50J, (FGIC),
6.30%, 12/1/12 1,952,545
</TABLE>
See notes to financial statements
36
<PAGE>
Colorado Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Rating (Unaudited)
- ------------------ Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-General Obligations (continued)
- --------------------------------------------------------------------------------
Aaa AAA $1,160 Highlands Ranch Metropolitan District
No. 2, (FSA), 6.50%, 6/15/10/(2)/ $ 1,363,568
Aaa AAA 1,265 Larimer, Weld and Boulder County,
CO, (FGIC), 0.00%, 12/15/12 578,067
- --------------------------------------------------------------------------------
$ 5,027,140
- --------------------------------------------------------------------------------
Insured-Housing -- 2.6%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 City of Thornton, SCA Realty MFMR,
(FSA), 7.10%, 1/1/30 $ 1,095,930
- --------------------------------------------------------------------------------
$ 1,095,930
- --------------------------------------------------------------------------------
Insured-Special Tax Revenue -- 2.6%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 City of Broomfield Sales and Use Tax,
(AMBAC), 6.30%, 12/1/14 $ 1,086,410
- --------------------------------------------------------------------------------
$ 1,086,410
- --------------------------------------------------------------------------------
Insured-Transportation -- 1.8%
- --------------------------------------------------------------------------------
Aaa AAA $ 750 Denver, CO, (Denver International
Airport), (AMT), (MBIA),
5.75%, 11/15/15 $ 776,715
- --------------------------------------------------------------------------------
$ 776,715
- --------------------------------------------------------------------------------
Insured-Water and Sewer -- 2.3%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 Municipal Subdistrict, Northern
Colorado Water Conservancy District,
(AMBAC), 5.00%, 12/1/17 $ 971,340
- --------------------------------------------------------------------------------
$ 971,340
- --------------------------------------------------------------------------------
Special Tax Revenue -- 4.3%
- --------------------------------------------------------------------------------
Baa1 A $1,750 Puerto Rico Highway and
Transportation Authority,
5.50%, 7/1/36 $ 1,789,288
- --------------------------------------------------------------------------------
$ 1,789,288
- --------------------------------------------------------------------------------
Transportation -- 18.9%
- --------------------------------------------------------------------------------
Baa3 BB+ $2,000 Denver, CO, (United Airlines), (AMT),
6.875%, 10/1/32 $ 2,155,060
Baa1 BBB 1,500 Denver, CO, Airport System Revenue,
(AMT), 6.75%, 11/15/22 1,613,130
Baa1 BBB 750 Denver, CO, Airport System Revenue,
(AMT), 7.00%, 11/15/25 800,040
Baa1 BBB 500 Denver, CO, Airport System Revenue,
(AMT), 7.50%, 11/15/23 581,160
NR NR $ 500 Eagle County, CO, (Eagle County
Airport Terminal Project), (AMT),
7.50%, 5/1/21 $ 530,760
NR BBB 750 Guam Airport Authority, (AMT),
6.60%, 10/1/10 808,635
NR BBB 100 Guam Airport Authority, (AMT),
6.70%, 10/1/23 107,789
Baa3 BBB- 1,250 Puerto Rico Port Authority, (American
Airlines), (AMT), 6.25%, 6/1/26 1,340,950
- --------------------------------------------------------------------------------
$ 7,937,524
- --------------------------------------------------------------------------------
Water and Sewer -- 2.5%
- --------------------------------------------------------------------------------
NR NR $1,000 Cottonwood Water and Sanitation
District, 7.75%, 12/1/20 $ 1,038,040
- --------------------------------------------------------------------------------
$ 1,038,040
- --------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $38,187,386) $42,097,651
- --------------------------------------------------------------------------------
</TABLE>
AMT - Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by Colorado
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 28.1% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institutions ranged from 4.6% to 8.9% of total investments.
/(1)/ Security has been issued as an inverse floater bond.
/(2)/ Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
37
<PAGE>
Connecticut Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Education -- 8.8%
- --------------------------------------------------------------------------------
NR BBB- $ 4,775 Connecticut Health and
Education Facilities
Authority, (Quinnipiac
College), 6.00%, 7/1/23 $ 4,834,640
Baa3 BBB- 1,000 Connecticut HEFA, (Sacred
Heart University), 5.80%,
7/1/23 990,680
Ba2 BBB- 5,500 Connecticut HEFA, (University
of Hartford), 6.80%, 7/1/22 5,651,854
Aaa AAA 3,400 Connecticut HEFA, (Yale
University), Variable Rate,
6/10/30/(1)/ 3,672,000
- --------------------------------------------------------------------------------
$15,149,174
- --------------------------------------------------------------------------------
Electric Utilities -- 5.0%
- --------------------------------------------------------------------------------
NR BBB $ 1,100 Guam Power Authority, 6.625%,
10/1/14 $ 1,197,548
NR NR 3,625 Guam Power Authority Revenue
Bonds, 6.30%, 10/1/22 3,783,630
NR NR 3,365 Virgin Islands Water and Power
Authority, 7.40%, 7/1/11 3,652,909
- --------------------------------------------------------------------------------
$ 8,634,087
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 1.5%
- --------------------------------------------------------------------------------
NR A $ 1,000 Connecticut HEFA, (Sacred
Heart University), 6.80%,
7/1/12 $ 1,128,530
A1 AAA 645 Connecticut Special Tax
Obligation Bonds, (STOB),
Transportation Infrastructure
Purposes, 6.50%, 7/1/09 687,080
NR AA- 650 State of Connecticut, General
Obligations Bonds, 6.875%,
7/15/10 711,913
- --------------------------------------------------------------------------------
$ 2,527,523
- --------------------------------------------------------------------------------
General Obligations -- 1.6%
- --------------------------------------------------------------------------------
Aa2 AA $ 1,270 City of Danbury, 4.50%, 2/1/14 $ 1,196,492
NR BBB 500 Government of Guam, 5.40%,
11/15/18 494,345
Aa3 AA- 1,750 State of Connecticut, Capital
Appreciation Bonds, 0.00%,
11/1/09 974,698
- --------------------------------------------------------------------------------
$ 2,665,535
- --------------------------------------------------------------------------------
Hospitals -- 8.6%
- --------------------------------------------------------------------------------
Baa2 NR $ 5,400 Connecticut HEFA, (Griffin
Hospital), 5.75%, 7/1/23 $ 5,349,402
NR BBB- 2,000 Connecticut HEFA, (New Britan
Memorial Hospital), 7.75%,
7/1/22 2,173,580
NR A+ 1,100 Connecticut HEFA, (William W.
Backus Hospital), 6.00%, 7/1/12 1,142,108
NR A+ 5,780 Connecticut HEFA, (William W.
Backus Hospital), 6.375%,
7/1/22 6,125,296
- --------------------------------------------------------------------------------
$14,790,386
- --------------------------------------------------------------------------------
Housing -- 12.4%
- --------------------------------------------------------------------------------
Aa AA $ 1,695 Connecticut HFA, MRB, 6.35%,
5/15/17 $ 1,785,716
Aa AA 210 Connecticut HFA, MRB, 6.55%,
11/15/13 220,886
Aa AA 2,490 Connecticut HFA, MRB, 6.60%,
11/15/23 2,627,946
Aa AA 5,315 Connecticut HFA, MRB, 6.70%,
11/15/12 5,668,340
Aa AA 1,685 Connecticut HFA, MRB, 6.75%,
11/15/23 1,792,840
Aa AA 200 Connecticut HFA, MRB, 7.00%,
11/15/09 212,262
Aa AA 15 Connecticut HFA, MRB, 7.625%,
11/15/17 15,400
Aa AA 3,000 Connecticut HFA, MRB, 6.20%,
5/15/14 3,133,230
Aa AA 4,735 Connecticut HFA, MRB, (AMT),
6.20%, 11/15/22 4,927,241
Aa AA 755 Connecticut HFA, MRB, (AMT),
6.90%, 5/15/20 808,250
Aa NR 100 Connecticut HFA, MRB, (AMT),
7.40%, 11/15/99 102,353
- --------------------------------------------------------------------------------
$21,294,464
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 2.5%
- --------------------------------------------------------------------------------
Aaa AAA $ 1,000 Connecticut Development
Authority PCR, (Pfizer Inc.),
6.55%, 2/15/13 $ 1,099,750
NR NR 3,065 Connecticut Development
Authority, Airport Facility,
(Signature Flight), (AMT),
6.625%, 12/1/14 3,181,930
- --------------------------------------------------------------------------------
$ 4,281,680
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
38
<PAGE>
Connecticut Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Education -- 5.4%
- --------------------------------------------------------------------------------
Aaa AAA $ 4,000 Connecticut HEFA,
(Choate Rosemary
College), (MBIA),
5.00%, 7/1/27 $ 3,885,000
Aaa AAA 1,555 Connecticut HEFA,
(Choate Rosemary
College), (MBIA),
6.80%, 7/1/15/(2)/ 1,786,415
Aaa AAA 1,000 University of Connecticut,
(FGIC), 5.00%, 2/1/16 986,940
Aaa AAA 2,525 University of Connecticut,
(MBIA), 5.25%, 4/1/14 2,577,874
- --------------------------------------------------------------------------------
$ 9,236,229
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 1.8%
- --------------------------------------------------------------------------------
Aaa AAA $ 3,160 Connecticut Municipal
Electric Energy
Cooperative Bonds (MBIA),
5.00%, 1/1/18 $ 3,080,937
- --------------------------------------------------------------------------------
$ 3,080,937
- --------------------------------------------------------------------------------
Insured-General Obligations -- 1.3%
- --------------------------------------------------------------------------------
Aaa AAA $ 1,000 City of New Britain,
(MBIA), 6.00%, 3/1/12 $ 1,128,150
Aaa AAA 1,000 Puerto Rico Commonwealth,
(MBIA), 5.375%, 7/1/25 1,009,520
- --------------------------------------------------------------------------------
$ 2,137,670
- --------------------------------------------------------------------------------
Insured-Hospitals -- 9.1%
- --------------------------------------------------------------------------------
Aaa AAA $ 1,000 Connecticut HEFA,
(Bridgeport Hospital),
(MBIA), 6.625%, 7/1/18 $ 1,108,350
Aaa AAA 1,000 Connecticut HEFA,
(Danbury Hospital),
(AMBAC), 5.375%, 7/1/17 1,008,290
Aaa AAA 1,000 Connecticut HEFA,
(Hospital of St.
Raphael), (AMBAC),
6.50%, 7/1/11 1,180,040
Aaa AAA 1,500 Connecticut HEFA,
(Hospital of St.
Raphael), (AMBAC),
6.625%, 7/1/14 1,643,535
Aaa AAA 5,750 Connecticut HEFA,
(Lawrence and Memorial
Hospital), (MBIA),
5.00%, 7/1/22 5,504,993
Aaa AAA 2,965 Connecticut HEFA,
(Veterans Memorial
Medical Center),
(MBIA), 5.375%, 7/1/15 3,029,993
Aaa AAA 2,000 Connecticut HEFA,
(Yale-New Haven
Hospital), (MBIA),
6.50%, 7/1/12 2,205,780
- --------------------------------------------------------------------------------
$15,680,981
- --------------------------------------------------------------------------------
Insured-Housing -- 0.2%
- --------------------------------------------------------------------------------
Aaa AAA $ 305 Puerto Rico Housing
Finance Corp., (AMBAC),
7.50%, 10/1/11 $ 318,984
- --------------------------------------------------------------------------------
$ 318,984
- --------------------------------------------------------------------------------
Insured-Transportation -- 5.6%
- --------------------------------------------------------------------------------
Aaa AAA $ 8,200 State of Connecticut,
Airport Revenue
Bonds, (Bradley
International),
(FGIC), 7.65%, 10/1/12 $ 9,634,835
- --------------------------------------------------------------------------------
$ 9,634,835
- --------------------------------------------------------------------------------
Nursing Homes -- 14.2%
- --------------------------------------------------------------------------------
NR NR $ 1,240 Connecticut Development
Authority, (Baptist
Homes), 9.00%, 9/1/22 $ 1,408,826
A2 NR 9,000 Connecticut Development
Authority, Health
Care Bonds, (Duncaster),
6.75%, 9/1/15 9,754,292
A1 AA- 720 Connecticut HEFA,
(NHP), (Highland View),
(AMT), 7.00%, 11/1/07 830,484
A1 AA- 1,305 Connecticut HEFA,
(NHP), (Sharon
Healthcare), 6.25%,
11/1/14 1,417,139
A1 AA- 655 Connecticut HEFA,
(NHP), (St. Camillus),
6.25%, 11/1/18 706,306
A1 AA- 3,250 Connecticut HEFA,
(NHP), (St. Joseph's
Manor), 6.25%, 11/1/16 3,514,843
A1 AA- 335 Connecticut HEFA,
(NHP), (Wadsworth Glen),
(AMT), 7.00%, 11/1/07 386,406
A1 AA- 2,000 Connecticut HEFA,
(NHP), (Wadsworth Glen),
(AMT), 7.50%, 11/1/16 2,336,700
A1 AA- 3,000 Connecticut HEFA,
(NHP), (Windsor),
7.125%, 11/1/14 3,453,090
A1 AA- 500 Connecticut HEFA,
(NHP), (Windsor),
7.125%, 11/1/24 573,860
- --------------------------------------------------------------------------------
$24,381,946
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
39
<PAGE>
Connecticut Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Solid Waste -- 10.2%
- --------------------------------------------------------------------------------
A NR $ 2,500 Bristol Resource
Recovery Facility
Operating Committee
(Ogden Martin Systems),
6.50%, 7/1/14 $ 2,712,625
A2 A 4,250 Connecticut Resources
Recovery Authority,
(American REF-FUEL Co.),
(AMT), 6.45%, 11/15/22 4,517,240
Baa1 AA- 450 Connecticut Resources
Recovery Authority,
(American REF-FUEL Co.),
(AMT), 8.00%, 11/15/15 483,134
A2 A 1,000 Connecticut Resources
Recovery Authority,
(American REF-FUEL Co.),
(AMT), 8.10%, 11/15/15 1,074,100
NR A- 8,970 Eastern Connecticut
Resource Recovery
Authority, (Wheelabrator
Lisbon), (AMT), 5.50%,
1/1/20 8,741,892
- --------------------------------------------------------------------------------
$17,528,991
- --------------------------------------------------------------------------------
Special Tax Revenue -- 7.1%
- --------------------------------------------------------------------------------
Baa1 A $ 4,965 Puerto Rico Highway and
Transportation Authority,
5.50%, 7/1/15 $ 5,190,262
A1 AA- 3,180 State of Connecticut,
(STOB), 6.125%, 9/1/12 3,602,717
A1 AA- 2,000 State of Connecticut,
(STOB), 6.50%, 10/1/12 2,346,560
NR NR 1,000 Virgin Islands Public
Finance Authority, 7.25%,
10/1/18 1,109,010
- --------------------------------------------------------------------------------
$12,248,549
- --------------------------------------------------------------------------------
Student Loans -- 2.6%
- --------------------------------------------------------------------------------
A1 NR $ 1,250 Connecticut Higher
Education Supplemental
Loan Authority Revenue
Bonds, (AMT), 6.20%,
11/15/09 $ 1,328,738
A1 NR 410 Connecticut Higher
Education Supplemental
Loan Authority Revenue
Bonds, (AMT), 7.375%,
11/15/05 429,131
A1 NR 2,565 Connecticut Higher
Education Supplemental
Loan Authority Revenue
Bonds, (AMT), 7.50%,
11/15/10 2,682,400
- --------------------------------------------------------------------------------
$ 4,440,269
- --------------------------------------------------------------------------------
Transportation -- 1.3%
- --------------------------------------------------------------------------------
NR BBB $ 2,000 Guam Airport Authority,
(AMT), 6.70%, 10/1/23 $ 2,155,780
- --------------------------------------------------------------------------------
$ 2,155,780
- --------------------------------------------------------------------------------
Water and Sewer -- 0.8%
- --------------------------------------------------------------------------------
Aaa AA+ $ 1,250 State of Connecticut
Clean Water Fund Revenue
Bonds, 6.00%, 10/1/12 $ 1,414,538
- --------------------------------------------------------------------------------
$ 1,414,538
- --------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $162,032,152) $171,602,558
- --------------------------------------------------------------------------------
</TABLE>
AMT -- Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by Connecticut
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 18.9% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage by financial
institution ranged from 1.8% to 7.6% of total investments.
/(1)/ Security has been issued as an inverse floater bond.
/(2)/ Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
40
<PAGE>
Michigan Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
<TABLE>
<CAPTION>
Tax-Exempt Investments -- 100.0%
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Electric Utilities -- 2.7%
- -----------------------------------------------------------------------------
NR BBB $1,000 Guam Power Authority,
6.625%, 10/1/14 $ 1,088,680
Baa1 BBB+ 500 Michigan South Central Power
Agency Supply System,
6.75%, 11/1/10 541,185
Baa1 BBB 1,780 Monroe County, MI, PCR, (Detroit
Edison Project) (AMT),
7.75%, 12/1/19 1,934,290
Baa1 BBB+ 365 Puerto Rico Electric Power
Authority, 7.125%, 7/1/14 391,817
- -----------------------------------------------------------------------------
$ 3,955,972
- -----------------------------------------------------------------------------
Escrowed / Prerefunded -- 6.0%
- -----------------------------------------------------------------------------
NR NR $2,550 Clintondale, MI, Community
Schools, 6.75%, 5/1/24 $ 2,883,158
Aaa AAA 1,000 Lake Orion, MI, School District
General Obligations (AMBAC),
7.00%, 5/1/20 1,173,700
Aaa AAA 750 Michigan HFA, (Oakwood Hospital)
(FGIC), 7.20%, 11/1/15 829,073
Aaa AAA 3,500 Monroe County, MI, EDA, (Mercy
Memorial Hospital), (MBIA), 3,933,685
7.00%, 9/1/21
- -----------------------------------------------------------------------------
$ 8,819,616
- -----------------------------------------------------------------------------
General Obligations -- 5.3%
- -----------------------------------------------------------------------------
Aa2 AA $ 500 Avondale School District, MI,
School Building and Site, 6.75%,
5/1/14 $ 544,415
Baa2 BBB 5,295 Detroit, MI, 6.35%, 4/1/14 5,637,638
Baa2 BBB 500 Detroit, MI, 6.70%, 4/1/10 551,585
Aa2 AA 1,000 Mattawan, MI, Consolidated
Schools, 6.40%, 5/1/09 1,099,710
- -----------------------------------------------------------------------------
$ 7,833,348
- -----------------------------------------------------------------------------
Hospitals -- 16.1%
- -----------------------------------------------------------------------------
NR BBB $2,000 Michigan HFA, (Central Michigan
Community Hospital),
6.25%, 10/1/27 $ 2,069,700
A2 A 4,225 Michigan HFA, (Detroit Medical
Center Obligated Group),
5.50%, 8/15/23 4,230,831
A2 A 4,000 Michigan HFA, (Detroit Medical
Center Obligated Group),
6.25%, 8/15/13 4,275,680
A2 A 450 Michigan HFA, (Detroit Medical
Center Obligated Group),
7.50%, 8/15/11 501,372
Aa AA 250 Michigan HFA, (Henry Ford
Continuing Care Corp.),
6.75%, 7/1/11 272,483
A1 NR 9,000 Michigan HFA, (McLaren Obligated
Group), 4.50%, 10/15/21 7,912,349
A2 A 4,130 Michigan HFA, (MidMichigan
Obligated Group), 6.625%, 6/1/10 4,283,925
- -----------------------------------------------------------------------------
$23,546,340
- -----------------------------------------------------------------------------
Housing -- 1.4%
- -----------------------------------------------------------------------------
NR A+ $1,020 Michigan HDA Rental Housing,
(AMT), 7.15%, 4/1/10 $ 1,089,166
NR AA+ 1,000 Michigan HDA, SFMR, (AMT),
6.20%, 12/1/27 1,040,380
- -----------------------------------------------------------------------------
$ 2,129,546
- -----------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 9.8%
- -----------------------------------------------------------------------------
Baa1 BBB $3,970 Dickinson, MI, PCR, (Champion
International), 5.85%, 10/1/18 $ 4,115,898
A3 A- 5,970 Michigan Strategic Fund, (General
Motors Corp.), 6.20%, 9/1/20 6,306,409
NR BB- 110 Michigan Strategic Fund, (KMart,
Corp.), 6.80%, 6/15/07 115,137
NR NR 3,000 Michigan Strategic Fund, (S.D.
Warren Co.) (AMT),
7.375%, 1/15/22 3,224,520
NR BB- 530 Richmond, MI, EDC, (Kmart Corp.),
6.625%, 1/1/07 557,624
- -----------------------------------------------------------------------------
$14,319,588
- -----------------------------------------------------------------------------
Insured-Education -- 7.2%
- -----------------------------------------------------------------------------
Aaa AAA $ 500 Eastern Michigan University, $ 545,220
(AMBAC), 6.375%, 6/1/14
Aaa AAA 2,870 Eastern Michigan University,
(FGIC), 5.50%, 6/1/27 2,920,656
Aaa AAA 3,360 Ferris State University, MI,
(MBIA), 5.25%, 10/1/20 3,302,275
Aaa AAA 1,000 Grand Rapids, MI, Community
College, (MBIA), 5.375%, 5/1/19 1,005,180
</TABLE>
See notes to financial statements
41
<PAGE>
Michigan Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Education (continued)
- -----------------------------------------------------------------------------
Aaa AAA $ 500 Western Michigan University,
(AMBAC), 6.50%, 7/15/21 $ 546,335
Aaa AAA 2,350 Western Michigan University,
(FGIC), 5.00%, 7/15/21 2,261,076
- -----------------------------------------------------------------------------
$10,580,742
- -----------------------------------------------------------------------------
Insured-Electric Utilities -- 3.7%
- -----------------------------------------------------------------------------
Aaa AAA $ 300 Michigan Strategic Fund,
(Detroit Edison Co.) (FGIC), $ 365,985
6.95%, 5/1/11
Aaa AAA 4,000 Michigan Strategic Fund,
(Detroit Edison Co.)
(FGIC), 6.95%, 9/1/21 4,447,400
Aaa AAA 550 Monroe County, MI, PCR,
(Detroit Edison Co.) (FGIC)
(AMT), 7.65%, 9/1/20 608,416
- -----------------------------------------------------------------------------
$ 5,421,801
- -----------------------------------------------------------------------------
Insured-General Obligations -- 11.5%
- -----------------------------------------------------------------------------
Aaa AAA $ 500 Detroit, MI, (FGIC),
5.50%, 4/1/16 $ 510,480
Aaa AAA 4,750 Grand Ledge, MI, School District,
(MBIA), 5.375%, 5/1/24 4,765,675
Aaa AAA 2,000 Holland, MI, School District,
(AMBAC), 0.00%, 5/1/17 711,780
Aaa AAA 3,000 Kalamazoo, MI, Public Library,
(MBIA), 5.40%, 5/1/14 3,180,420
Aaa AAA 1,500 Lincoln Park, MI, School District,
(FGIC), 5.90%, 5/1/26 1,585,755
Aaa AAA 2,000 Livonia, MI, School District,
(FGIC), 5.125%, 5/1/22 1,951,880
Aaa AAA 1,300 Mason, MI, School District, (FGIC),
5.40%, 5/1/21 1,309,685
Aaa AAA 2,610 Okemos, MI, Public Schools, (MBIA),
0.00%, 5/1/16 987,755
Aaa AAA 250 Traverse, MI, Public Schools,
(MBIA), 5.70%, 5/1/16 261,500
Aaa AAA 1,500 Ypsilanti, MI, School District,
(FGIC), 5.375%, 5/1/26 1,507,215
- -----------------------------------------------------------------------------
$16,772,145
- -----------------------------------------------------------------------------
Insured-Hospitals -- 7.1%
- -----------------------------------------------------------------------------
Aaa AAA $3,500 Jackson, MI, HFA, (W.A. Foote
Memorial) (FGIC), 4.75%, 6/1/15 $ 3,256,505
Aaa AAA 3,500 Kent, MI, HFA, (Butterworth
Health System), (MBIA),
6.125%, 1/15/21 3,764,320
Aaa AAA 3,200 Michigan HFA, (Linked Bulls &
Bears) (FSA), 6.10%, 8/15/22 3,337,184
- -----------------------------------------------------------------------------
$10,358,009
- -----------------------------------------------------------------------------
Insured-Housing -- 1.8%
- -----------------------------------------------------------------------------
Aaa AAA $ 500 Michigan HDA, (Parkway Meadows
Project) (FSA), 6.85%, 10/15/18 $ 536,725
Aaa AAA 2,075 Michigan HDA, SFMR, (AMBAC),
(AMT), 6.05%, 12/1/27 2,149,347
- -----------------------------------------------------------------------------
$ 2,686,072
- -----------------------------------------------------------------------------
Insured-Water and Sewer -- 8.8%
- -----------------------------------------------------------------------------
Aaa AAA $ 300 Clinton Township, MI, Water and
Sewage System, (AMBAC),
4.75%, 7/1/09 $ 299,178
Aaa AAA 400 Clinton Township, MI, Water and
Sewage System, (AMBAC),
4.75%, 7/1/10 395,044
Aaa AAA 400 Clinton Township, MI, Water and
Sewage System, (AMBAC),
4.75%, 7/1/11 391,612
Aaa AAA 400 Clinton Township, MI, Water and
Sewage System, (AMBAC),
4.75%, 7/1/12 387,108
Aaa AAA 8,180 Detroit City, MI, Water Supply
System, (FGIC), 4.75%, 7/1/19 7,640,692
Aaa AAA 3,425 Detroit City, MI, Water Supply
System, (FGIC), 6.25%, 7/1/12 3,740,032
- -----------------------------------------------------------------------------
$12,853,666
- -----------------------------------------------------------------------------
Life Care -- 1.8%
- -----------------------------------------------------------------------------
NR BBB $1,500 Kalamazoo Michigan Economic
Development, 6.25%, 5/15/27 $ 1,554,315
NR NR 1,000 Michigan HFA, (Presbyterian
Village), 6.50%, 1/1/25 1,044,550
- -----------------------------------------------------------------------------
$ 2,598,865
- -----------------------------------------------------------------------------
Miscellaneous -- 4.7%
- -----------------------------------------------------------------------------
NR A $590 Michigan Municipal Bond Authority
Local Government Loan,
6.90%, 5/1/21 $ 652,481
Aa2 AA 2,550 Michigan Municipal Bond Authority
Local Government Loan-Qualified
School, 6.50%, 5/1/07 2,851,716
</TABLE>
See notes to financial statements
42
<PAGE>
Michigan Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Miscellaneous (continued)
- -----------------------------------------------------------------------------
NR A- $1,770 Michigan Strategic Environmental
Research Institute, $ 1,900,785
6.375%, 8/15/12
NR NR 1,500 Pittsfield Township, MI, EDC,
(Arbor Hospice Project), 1,476,360
7.875%, 8/15/27
- -----------------------------------------------------------------------------
$ 6,881,342
- -----------------------------------------------------------------------------
Pooled Loans -- 2.0%
- -----------------------------------------------------------------------------
NR A $1,825 Michigan Muni Bond Authority Local
Government Loan, 6.75%, 5/1/12 $ 2,053,892
Aa2 AA 760 Michigan Municipal Parking Bond
Authority, 6.50%, 11/1/08 846,123
- -----------------------------------------------------------------------------
$ 2,900,015
- -----------------------------------------------------------------------------
Solid Waste -- 0.7%
- -----------------------------------------------------------------------------
Ba1 BBB- $1,000 Central Wayne County, MI,
Sanitation Authority,
6.50%, 7/1/07 $ 1,070,070
- -----------------------------------------------------------------------------
$ 1,070,070
- -----------------------------------------------------------------------------
Special Tax Revenue -- 6.8%
- -----------------------------------------------------------------------------
NR BBB+ $ 250 Battle Creek, MI, Downtown
Development Authority Tax
Increment, 7.60%, 5/1/16 $ 292,450
NR BBB+ 1,315 Battle Creek, MI, Downtown
Development Authority Tax 1,542,022
Increment, 7.65%, 5/1/22
NR A 6,550 Detroit, MI, (Convention
Facility Cobo Hall
Expansion Project), 5.25%,
9/30/12/(1)/ 6,492,097
NR A- 3,050 Detroit, MI, Downtown Tax
Increment, 0.00%, 7/1/16 1,047,553
NR A- 2,000 Detroit, MI, Downtown Tax
Increment, 0.00%, 7/1/20 541,900
- -----------------------------------------------------------------------------
$ 9,916,022
- -----------------------------------------------------------------------------
Transportation -- 2.6%
- -----------------------------------------------------------------------------
Baa3 BBB- $3,500 Puerto Rico Port Authority,
(American Airlines), (AMT),
6.25%, 6/1/26 $ 3,754,660
- -----------------------------------------------------------------------------
$ 3,754,660
- -----------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $133,350,836) $146,397,819
- -----------------------------------------------------------------------------
</TABLE>
AMT - Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by Michigan
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 44.1% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institution ranged from 2.6% to 22.5%.
(1) Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
43
<PAGE>
Minnesota Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assisted Living -- 1.6%
- --------------------------------------------------------------------------------
NR NR $1,000 St. Paul, MN, Housing and
Redevelopment, (Elder Care
Institute, Inc.),8.75%, 11/1/24 $1,136,410
- --------------------------------------------------------------------------------
$1,136,410
- --------------------------------------------------------------------------------
Education -- 3.2%
- --------------------------------------------------------------------------------
Baa2 NR $ 500 Minnesota Higher Education
Facilities Authority,
(St. Mary's College),
6.15%, 10/1/23 $ 519,805
A3 NR 100 Minnesota State Higher
Education Facilities
Authority, (St.
Olaf College), 6.25%, 4/1/10 100,213
A3 NR 500 Minnesota State Higher
Education Facilities,
(St. John's University),
5.40%, 10/1/22 501,900
A2 NR 1,100 Minnesota State Higher
Education Facilities,
(University of St. Thomas),
5.40%, 4/1/22 1,108,976
- --------------------------------------------------------------------------------
$2,230,894
- --------------------------------------------------------------------------------
Electric Utilities -- 4.0%
- --------------------------------------------------------------------------------
Baa1 BBB+ $1,130 Bass Brook, MN, Pollution
Control Revenue, (Minnesota
Power and Light), 6.00%,
7/1/22 $1,163,651
A2 A 500 Northern Municipal Power
Agency, Minnesota Electric,
7.25%, 1/1/16 530,380
A2 A+ 1,100 Southern Minnesota Municipal
Power Agency, 5.00%, 1/1/12 1,081,663
- --------------------------------------------------------------------------------
$2,775,694
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 3.3%
- --------------------------------------------------------------------------------
Aaa AAA $ 150 Minnesota Public Facilities
Authority, Pollution
Control, Prerefunded to
3/1/01, 6.70%, 3/1/13 $ 165,701
Aaa AAA 100 Minnesota Public Facilities
Authority, Pollution Control,
Prerefunded to
3/1/99, 7.00%, 3/1/09 106,557
Aaa AAA 1,700 State of Minnesota,
Prerefunded to
8/1/02, Variable
Rate, 8/1/11/(1)/ 2,018,750
- --------------------------------------------------------------------------------
$2,291,008
- --------------------------------------------------------------------------------
General Obligations -- 4.1%
- --------------------------------------------------------------------------------
Aaa AAA $ 200 Minneapolis and St. Paul, MN,
Apartments Commission, (AMT),
6.60%, 1/1/09 $ 217,144
Aaa AAA 300 Minneapolis and St. Paul, MN,
Apartments Commission, (AMT),
6.60%, 1/1/10 325,092
A1 AA- 200 St. Cloud, MN, Variable
Rate, 8/1/13/(1)/ 222,000
Aaa AAA 1,000 State of Minnesota,
5.40%, 8/1/13 1,023,740
Aaa AAA 1,000 State of Minnesota,
(Duluth Airport), (AMT),
6.25%, 8/1/14 1,088,470
- --------------------------------------------------------------------------------
$2,876,446
- --------------------------------------------------------------------------------
Hospitals -- 14.5%
- --------------------------------------------------------------------------------
A A- $1,250 Minneapolis and St. Paul,
MN, Housing and Redevelopment
Authority, (Group
Health Plan,Inc.),
6.75%, 12/1/13 $1,380,313
A A- 250 Minneapolis and St. Paul,
MN, Housing and Redevelopment
Authority, (Group
Health Plan, Inc.),
6.90%, 10/15/22 276,438
NR BBB+ 2,120 Red Wing, MN,
Health Care Facilities,
6.50%, 9/1/22 2,232,699
NR AA+ 2,200 Rochester, MN, Health Care
Facilities, (AMT),
Variable Rate, 11/15/15/(1)/ 2,491,499
Baa BBB 1,000 St. Paul, MN, Housing and
Redevelopment Authority,
(Healtheast), 6.625%, 11/1/17 1,065,510
Baa BBB 2,500 St. Paul, MN, Housing and
Redevelopment Authority,
(Healtheast), 6.625%, 11/1/17 2,663,774
- --------------------------------------------------------------------------------
$10,110,233
- --------------------------------------------------------------------------------
Housing -- 23.6%
- --------------------------------------------------------------------------------
NR AAA $ 300 Coon Rapids, MN, Multifamily
Housing, (Browns Meadow),
(FHA), (AMT), 6.85%, 8/1/33 $ 313,560
NR AAA 1,395 Dakota County, MN,
Housing and Redevelopment
Authority, (GNMA),
7.375%, 12/1/29/(2)/ 1,527,999
Aaa NR 500 Eagan, MN, Multifamily
Revenue, (Woodridge
Apartments),(GNMA),
5.95%, 2/1/32 511,710
Aaa NR 500 Little Canada, MN,
Facilities Revenue,
(Cedars Lakeside)
(GNMA), 5.90%, 8/1/20 513,445
</TABLE>
See notes to financial statements
44
<PAGE>
Minnesota Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unauditied)
- -------------------- Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Housing (continued)
- --------------------------------------------------------------------------------
Aaa NR $ 500 Little Canada, MN, Facilities
Revenue, (Cedars Lakeside)
(GNMA), 5.95%, 2/1/32 $ 511,710
Aa NR 1,200 Maplewood, MN, Multifamily
Housing, (Beaver Creek),
(FHA), 6.50%, 9/1/24 1,264,656
NR AAA 90 Minneapolis and St. Paul,
MN, Housing Finance
Board, SFM,(GNMA), (AMT),
7.30%, 8/1/31 95,297
Aa2 AA+ 400 Minnesota State Housing
Finance Agency, SFM,
6.95%, 7/1/16 425,660
Aa2 AA+ 4,035 Minnesota State Housing
Finance Agency, SFM, (AMT),
6.50%, 1/1/26 4,217,865
Aa2 AA+ 1,000 Minnesota State Housing
Finance Agency, SFM,
(AMT), 6.75%, 7/1/12 1,056,930
Aa2 AA+ 660 Minnesota State Housing
Finance Agency, SFM,
(AMT),6.75%, 1/1/26 695,290
Aa2 AA+ 1,235 Minnesota State Housing
Finance Agency, SFM,
(AMT), 6.85%, 1/1/24 1,305,062
Aa2 AA+ 380 Minnesota State Housing
Finance Agency, SFM,
(AMT), 7.05%, 7/1/22 398,552
Aa NR 1,250 St. Louis Park, MN,
Multifamily Revenue,
(Knollwood Apartments),
(FHA), 6.25%, 12/1/28 1,296,088
Aaa NR 1,685 St. Paul, MN, Housing and
Redevelopment Authority,
Multifamily Housing,
(Cliffe Apartments),
(GNMA), 6.00%, 1/1/31 1,732,197
NR AAA 330 St. Paul, MN, Housing
and Redevelopment
Authority, SFM, (FNMA),
6.90%, 12/1/21 348,114
NR AAA 210 St. Paul, MN, Housing
and Redevelopment
Authority, SFM, (FNMA),
6.95%, 12/1/31 221,195
- --------------------------------------------------------------------------------
$16,435,330
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 7.6%
- --------------------------------------------------------------------------------
NR A- $ 1,000 Cloquet, MN,
Pollution Control
Revenue, (Potlach
Corp.), 5.90%, 10/1/26 $ 1,035,830
NR A- 750 Minneapolis, MN,
Community Development
Agency, 6.00%, 6/1/11 772,193
NR A- 100 Minneapolis, MN,
Community Development
Agency, 7.35%, 12/1/09 106,581
NR A- 1,250 Minneapolis, MN,
Community Development
Agency, 7.40%, 12/1/21 1,330,675
NR A- 1,605 Minneapolis, MN,
Community Development
Agency, (AMT),
6.80%, 12/1/24 1,730,591
NR A- 300 Minneapolis, MN,
Community Development
Agency, (FICN),
6.40%, 12/1/04 312,849
- --------------------------------------------------------------------------------
$ 5,288,719
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 14.8%
- --------------------------------------------------------------------------------
Aaa AAA $ 300 Northern Municipal
Power Agency, (Minnesota
Electric) (AMBAC),
6.00%, 1/1/19 $ 307,215
Aaa AAA 300 Southern Minnesota
Municipal Power
Agency, Variable
Rate, (AMT), 1/1/18/(1)/ 317,250
Aaa AAA 6,950 Southern Minnesota
Municipal Power Agency,
(MBIA), 0.00%, 10/1/21 2,009,454
Aaa AAA 10,000 Southern Minnesota
Municipal Power Agency,
(MBIA), 0.00%, 1/1/25 2,329,000
Aaa AAA 9,880 Southern Minnesota
Municipal Power Agency,
(MBIA), 0.00%, 1/1/26 2,179,528
Aaa AAA 4,800 Southern Minnesota
Municipal Power Agency,
(MBIA), 0.00%, 1/1/27 1,004,064
Aaa AAA 1,250 Southern Minnesota
Municipal Power Agency,
(MBIA), 4.75%, 1/1/16 1,185,225
Aaa AAA 450 Southern Minnesota
Municipal Power Agency,
(MBIA), 5.00%, 1/1/12 449,523
Aaa AAA 510 Western Minnesota
Municipal Power Agency,
(MBIA), 5.50%, 1/1/15 510,117
- --------------------------------------------------------------------------------
$10,291,376
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
45
<PAGE>
Minnesota Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unauditied)
- -------------------- Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-General Obligations -- 2.2%
- --------------------------------------------------------------------------------
Aaa AAA $1,330 St. Francis, MN, Independent
School District No. 15,
(FGIC), 6.35%, 2/1/12 $ 1,497,008
- --------------------------------------------------------------------------------
$ 1,497,008
- --------------------------------------------------------------------------------
Insured-Hospitals -- 10.2%
- --------------------------------------------------------------------------------
Aaa AAA $ 100 Minneapolis and St. Paul,
MN, Health Care Systems,
(Health One), (MBIA),
7.40%, 8/15/11 $ 110,468
Aaa AAA 4,330 Minneapolis and St. Paul,
MN, Housing and Redevelopment,
(Healthspan), (AMBAC),
4.75%, 11/15/18 4,048,852
Aaa AAA 250 Minneapolis, MN,
Hospital Revenue,
(Fairview Hospital), (MBIA),
6.50%, 1/1/11 273,815
Aaa AAA 450 Minnesota Agricultural
and Economic Development,
(Fairview Hospital), (MBIA),
5.75%, 11/15/26 472,644
Aaa AAA 450 Plymouth, MN, Health
Facilities, (Westhealth),
(CGIC), 6.25%, 6/1/16 488,336
Aaa AAA 1,000 St. Louis Park, MN,
Health Care Facilities,
(AMBAC), Variable
Rate, 7/1/13/(1)/ 983,750
Aaa AAA 750 St. Louis Park, MN,
Health Care Facilities,
Health System Minnesota
Obligated Group, (AMBAC),
5.20%, 7/1/23 733,260
- --------------------------------------------------------------------------------
$ 7,111,125
- --------------------------------------------------------------------------------
Insured-Housing -- 2.4%
- --------------------------------------------------------------------------------
Aaa AAA $1,500 SCA MFMR Receipts,
Burnsville, MN,
(FSA), 7.10%, 1/1/30 $ 1,643,895
- --------------------------------------------------------------------------------
$ 1,643,895
- --------------------------------------------------------------------------------
Insured-Special Tax Revenue -- 4.5%
- --------------------------------------------------------------------------------
Aaa AAA $3,000 St. Paul, MN, Housing
and Redevelopment
Authority, (Civic Center),
(MBIA), 5.45%, 11/1/13 $ 3,114,119
- --------------------------------------------------------------------------------
$ 3,114,119
- --------------------------------------------------------------------------------
Lease Revenue / Certificates of Participation -- 3.3%
- --------------------------------------------------------------------------------
Baa1 NR $ 350 Cambridge, MN, Economic
Development Authority,
6.25%, 2/1/14 $ 363,584
Aa2 AA $1,770 Hennepin County, MN,
6.80%, 5/1/17/(2)/ $ 1,941,478
- --------------------------------------------------------------------------------
$ 2,305,062
- --------------------------------------------------------------------------------
Solid Waste -- 0.7%
- --------------------------------------------------------------------------------
Aa3 A1+ $ 450 Anoka County, MN,
Solid Waste Disposal,
National Rural Utility,
(AMT), 6.95%, 12/1/08 $ 487,130
- --------------------------------------------------------------------------------
$ 487,130
- --------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $63,057,066) $69,594,449
- --------------------------------------------------------------------------------
</TABLE>
AMT -- Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by Minnesota
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 37.2% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage by financial
institution ranged from .07% to 19.6% of total investments.
/(1)/ Security has been issued as an inverse floater bond.
/(2)/ Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
46
<PAGE>
New Jersey Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Rating (Unaudited) Principal
- ------------------ Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
Assisted Living -- 2.7%
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A2 A $ 1,455 New Jersey EDA,
7.05%, 3/1/16 $ 1,505,605
NR NR 3,750 New Jersey EDA, (Chelsea
at East Brunswick Project),
(AMT), 8.25%, 10/1/20 3,888,638
NR NR 3,630 New Jersey EDA,
(Forsgate Project),
(AMT), 8.625%, 6/1/25 4,006,830
- --------------------------------------------------------------------------------
$ 9,401,073
- --------------------------------------------------------------------------------
Cogeneration -- 4.0%
- --------------------------------------------------------------------------------
NR BB+ $12,750 New Jersey EDA, (Vineland
Cogeneration), (AMT),
7.875%, 6/1/19 $ 13,955,512
- --------------------------------------------------------------------------------
$ 13,955,512
- --------------------------------------------------------------------------------
Education -- 2.5%
- --------------------------------------------------------------------------------
Baa1 BBB+ $ 2,480 New Jersey Education
Facilities Authority,
7.00%, 7/1/21 $ 2,653,054
- --------------------------------------------------------------------------------
NR NR 8,800 New Jersey Higher
Educational Student Loan
Bonds, (AMT), 0.00%, 7/1/10 3,273,248
- --------------------------------------------------------------------------------
A1 AA 2,500 Rutgers, The State
University of New Jersey,
6.85%, 5/1/21 2,758,275
- --------------------------------------------------------------------------------
$ 8,684,577
- --------------------------------------------------------------------------------
Electric Utilities -- 3.2%
- --------------------------------------------------------------------------------
NR BBB $ 100 Guam Power Authority,
5.25%, 10/1/13 $ 98,600
- --------------------------------------------------------------------------------
NR BBB 750 Guam Power Authority,
5.25%, 10/1/23 726,113
- --------------------------------------------------------------------------------
NR BBB 3,000 Guam Power Authority,
6.75%, 10/1/24 3,269,340
- --------------------------------------------------------------------------------
Baa1 BBB+ 5,000 Puerto Rico Electric Power
Authority, 0.00%, 7/1/17 1,767,450
- --------------------------------------------------------------------------------
NR NR 4,905 Virgin Islands Water and Power
Authority, 7.40%, 7/1/11 5,324,672
- --------------------------------------------------------------------------------
$ 11,186,175
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 2.9%
- --------------------------------------------------------------------------------
Aaa A+ $ 1,000 New Jersey EDA, Performing
Arts Center, Prerefunded to
6/15/01, 6.75%, 6/15/12 $ 1,111,590
- --------------------------------------------------------------------------------
Aaa AAA 1,155 New Jersey Educational
Facilities Authority,
(Seton Hall University),
Prerefunded to 7/1/99,
6.85%, 7/1/19 1,238,183
- --------------------------------------------------------------------------------
Aa2 AAA 1,205 New Jersey Health Care
Facilities Financing
Authority, (Barnett
Hospital), Prerefunded to
8/1/01, 6.80%, 8/1/19 1,332,031
- --------------------------------------------------------------------------------
Aaa AA 1,040 New Jersey Wastewater
Treatment Trust, Prerefunded
to 5/15/98, 7.25%, 5/15/08 1,088,599
- --------------------------------------------------------------------------------
NR AA 920 New Jersey Wastewater
Treatment Trust, Prerefunded
to 6/15/00, 6.875%, 6/15/09 1,006,278
- --------------------------------------------------------------------------------
NR AA 230 New Jersey Wastewater
Treatment Trust, Prerefunded to
6/15/00, 7.00%, 6/15/10 252,342
- --------------------------------------------------------------------------------
Aaa AAA 870 Newark, NJ, (AMBAC),
Prerefunded to 10/1/99,
7.375%, 10/1/07 947,500
- --------------------------------------------------------------------------------
NR NR 2,000 Passaic County, NJ, Prerefunded
to 9/1/99, 6.70%, 9/1/13 2,142,620
A3 AA- 1,000 University of Medicine and
Dentistry, Prerefunded to
12/1/99, 7.20%, 12/1/19 1,089,830
- --------------------------------------------------------------------------------
$ 10,208,973
- --------------------------------------------------------------------------------
General Obligations -- 10.6%
- --------------------------------------------------------------------------------
NR BBB $ 9,745 Government of Guam,
5.40%, 11/15/18 $ 9,634,784
- --------------------------------------------------------------------------------
Aa2 NR 3,000 Mercer County Improvement
Authority, 0.00%, 4/1/10 1,622,850
- --------------------------------------------------------------------------------
A1 AA- 19,000 Port Authority of
New York and New Jersey,
6.125%, 6/1/2094 21,828,339
- --------------------------------------------------------------------------------
Baa1 A 2,000 Puerto Rico Public Buildings
Authority, Public Education
and Health Facilities,
5.50%, 7/1/21 2,013,920
- --------------------------------------------------------------------------------
NR BBB 400 Puerto Rico, (Guaynabo
Municipal Government Center
Lease), 5.625%, 7/1/22 401,760
- --------------------------------------------------------------------------------
NR A+ 1,500 The Hudson County Improvement
Authority, 6.625%, 8/1/25 1,625,940
- --------------------------------------------------------------------------------
$ 37,127,593
- --------------------------------------------------------------------------------
Hospitals -- 8.5%
- --------------------------------------------------------------------------------
A3 A- $ 2,300 New Jersey Health Care
Facilities Financing
Authority, (Atlantic
City Medical Center),
6.80%, 7/1/11 $ 2,509,185
</TABLE>
See notes to financial statements
47
<PAGE>
New Jersey Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Rating (Unaudited)
- ------------------ Principal
Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hospitals (continued)
- --------------------------------------------------------------------------------
A2 A $3,750 New Jersey Health Care Facilities
Financing Authority, (Chilton
Memorial Hospital),
5.00%, 7/1/13 $ 3,675,263
Baa2 NR 5,875 New Jersey Health Care Facilities
Financing Authority, (Deborah
Heart and Lung Center),
6.30%, 7/1/23 6,146,190
Baa NR 4,000 New Jersey Health Care Facilities
Financing Authority, (Southern
Ocean County Hospital),
6.25%, 7/1/23 4,168,360
Aa2 AAA 9,585 New Jersey Health Care Facilities
Financing Authority, (St.
Elizabeth's Hospital),
6.80%, 8/1/19 10,316,431
NR BBB+ 2,720 New Jersey Health Care Facilities,
(Holy Name Hospital),
6.00%, 7/1/25 2,796,133
- --------------------------------------------------------------------------------
$ 29,611,562
- --------------------------------------------------------------------------------
Housing -- 3.4%
- --------------------------------------------------------------------------------
NR AAA $2,000 New Jersey Housing and Mortgage
Finance Agency, (Presidential
Plaza), (FHA), 6.95%, 5/1/13 $ 2,173,940
NR AAA 3,700 New Jersey Housing and Mortgage
Finance Agency, (Presidential
Plaza), (FHA), 7.00%, 5/1/30 4,019,014
NR A+ 1,000 New Jersey Housing and Mortgage
Finance Agency, Rental Housing,
(AMT), 7.10%, 5/1/22 1,059,860
NR AA+ 1,975 New Jersey Housing and Mortgage
Finance Agency, Section 8,
7.10%, 11/1/11 2,108,925
NR AA+ 1,000 New Jersey Housing and Mortgage
Finance Agency, Section 8,
7.10%, 11/1/12 1,067,810
NR A+ 1,250 New Jersey Housing Finance
Agency, (AMT), 7.25%, 11/1/22 1,321,638
Aaa AAA 190 Puerto Rico Housing Finance Corp.,
Single Family Mortgage Revenue,
(GNMA), 6.85%, 10/15/23 201,026
- --------------------------------------------------------------------------------
$ 11,952,213
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 7.3%
- --------------------------------------------------------------------------------
NR NR $4,000 Middlesex County Pollution Control
Financing Authority, (Amerada
Hess Corp.), 6.875%, 12/1/22 $ 4,367,080
NR NR $2,000 Middlesex County Pollution Control
Financing Authority, (Amerada
Hess Corp.), 7.875%, 6/1/22 $ 2,307,440
NR NR 5,640 New Jersey EDA, (777 Pattison
Ave., Inc.), (AMT),
8.95%, 12/15/18 6,232,538
Aa1 NR 3,000 New Jersey EDA, (Garden State
Paper Co.), 7.125%, 4/1/22 3,293,580
NR NR 1,160 New Jersey EDA, (National
Association of Accountants),
7.65%, 7/1/09 1,243,160
NR NR 2,000 New Jersey EDA, (The Seeing Eye,
Inc.), 7.30%, 4/1/11 2,130,160
NR BBB- 1,725 New Jersey EDA, (Trigen Trenton),
(AMT), 6.20%, 12/1/07 1,806,817
Baa1 BBB+ 2,135 New Jersey EDA, GATX Terminals
Corp., 7.30%, 9/1/19 2,431,594
NR NR 1,500 New Jersey EDA, Holt Hauling and
Warehousing System, Inc.,
7.90%, 3/1/27 1,620,075
- --------------------------------------------------------------------------------
$ 25,432,444
- --------------------------------------------------------------------------------
Insured-Education -- 0.3%
- --------------------------------------------------------------------------------
Aaa AAA $ 845 New Jersey Educational Facilities
Authority, (Seton Hall University),
(BIGI), 6.85%, 7/1/19 $ 905,612
- --------------------------------------------------------------------------------
$ 905,612
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 0.4%
- --------------------------------------------------------------------------------
Aaa AAA $1,150 New Jersey EDA, New Jersey
American Water Co., (AMT)
(FGIC), 6.875%, 11/1/34 $ 1,298,753
- --------------------------------------------------------------------------------
$ 1,298,753
- --------------------------------------------------------------------------------
Insured-Hospitals -- 2.9%
- --------------------------------------------------------------------------------
Aaa NR $3,800 New Jersey EDA, (Hillcrest Health
Services), (AMBAC),
0.00%, 1/1/18 $ 1,332,280
Aaa NR 4,250 New Jersey EDA, (Hillcrest Health
Services), (AMBAC),
0.00%, 1/1/19 1,415,505
Aaa NR 1,235 New Jersey EDA, (St. Barnabus
Project), (MBIA), 0.00%, 7/1/18 422,024
Aaa NR 1,575 New Jersey EDA, (St. Barnabus
Project), (MBIA), 0.00%, 7/1/22 429,975
</TABLE>
See notes to financial statements
48
<PAGE>
New Jersey Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Rating (Unaudited) Principal
- ------------------ Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Hospitals (continued)
- --------------------------------------------------------------------------------
Aaa NR $ 1,000 New Jersey EDA,
(St. Barnabus
Project), (MBIA),
0.00%, 7/1/23 $ 258,750
Aaa NR 10,620 New Jersey EDA,
(St. Barnabus
Project), (MBIA),
0.00%, 7/1/26 2,339,905
Aaa AAA 1,570 New Jersey Health
Care Facilities
Financing Authority,
(Cathedral Health
Services) (MBIA),
7.25%, 2/15/21 1,741,491
Aaa AAA 2,000 New Jersey Health
Care Facilities
Financing Authority,
(Hackensack Medical
Center) (FGIC),
6.25%, 7/1/21 2,117,680
- --------------------------------------------------------------------------------
$10,057,610
- --------------------------------------------------------------------------------
Insured-Housing -- 1.3%
- --------------------------------------------------------------------------------
Aaa AAA $ 1,200 New Jersey Housing and
Mortgage Finance
Agency, (AMT) (MBIA),
7.70%, 10/1/29 $ 1,260,336
Aaa AAA 1,410 New Jersey Housing and
Mortgage Finance
Agency, (MBIA), 7.375%,
10/1/17 1,482,897
Aaa AAA 1,620 Pennsauken Township,
Housing Finance Corp.,
(MBIA), 8.00%, 4/1/11 1,690,778
- --------------------------------------------------------------------------------
$ 4,434,011
- --------------------------------------------------------------------------------
Insured-Lease Revenue/Certificates of
Participation -- 3.8%
- --------------------------------------------------------------------------------
Aaa AAA $ 3,900 County of Atlantic, NJ,
Public Facilities
Lease Agreement, (FGIC),
6.00%, 3/1/13 $ 4,404,621
Aaa AAA 1,750 Hudson County,
NJ, Correctional
Facility, (MBIA),
6.50%, 12/1/11 1,920,748
Aaa AAA 2,500 Hudson County,
NJ, Improvement
Authority, Secondary
Yield Curve Notes,
(FGIC) Variable
Rate, 12/1/25/(1)/ 2,828,125
Aaa AAA 1,800 Middlesex County,
NJ, Certificates
of Participation,
(MBIA), 6.125%, 2/15/19 1,938,312
Aaa AAA 2,125 University of Medicine
and Dentistry,
Certificates of
Participation, (MBIA),
6.75%, 12/1/09 2,285,629
- --------------------------------------------------------------------------------
$13,377,435
- --------------------------------------------------------------------------------
Insured-Transportation -- 5.0%
- --------------------------------------------------------------------------------
Aaa AAA $ 3,250 Delaware River
and Bay Authority,
(MBIA), 4.75%, 1/1/24 $ 3,036,670
NR AAA 5,000 New Jersey Turnpike
Authority, "RITES" (MBIA),
Variable Rate, 1/1/16/(1)/ 6,681,250
Aaa AAA 5,450 New Jersey Turnpike
Authority, (MBIA), 6.50%,
1/1/16 6,440,810
Aaa AAA 1,000 New Jersey Turnpike
Authority, (MBIA), 6.50%,
1/1/16 1,181,800
- --------------------------------------------------------------------------------
$17,340,530
- --------------------------------------------------------------------------------
Insured-Water and Sewer -- 0.8%
- --------------------------------------------------------------------------------
Aaa AAA $ 2,500 Middlesex County
Utilities Authority,
(MBIA), Variable
Rate, 8/15/10/(1)/ $ 2,848,425
- --------------------------------------------------------------------------------
$ 2,848,425
- --------------------------------------------------------------------------------
Lease Revenue/Certificates of Participation -- 4.1%
- --------------------------------------------------------------------------------
Baa1 A- $ 720 County of Atlantic, NJ,
Public Facilities
Lease Agreement,
8.875%, 1/15/14 $ 987,113
Baa1 A- 785 County of Atlantic, NJ,
Public Facilities
Lease Agreement,
8.875%, 1/15/15 1,079,281
Aa AA- 2,000 Mercer County Improvement
Authority, (Richard J.
Hughes Justice),
6.05%, 1/1/15 2,000,760
Aa AA- 1,500 Mercer County Improvement
Authority, (Richard J.
Hughes Justice),
6.05%, 1/1/16 1,500,585
Aa AA- 1,500 Mercer County Improvement
Authority, (Richard J.
Hughes Justice),
6.05%, 1/1/17 1,500,570
Aa AA- 2,591 New Jersey Building
Authority, (Garden State
Savings Bonds),
0.00%, 6/15/10 1,370,380
Aa AA- 1,250 New Jersey Building
Authority, State
Building Revenue,
7.20%, 6/15/13 1,302,175
A1 A+ 5,500 New Jersey EDA,
Economic Recovery
Fund, 0.00%, 3/15/13 2,444,035
A1 A+ 1,650 New Jersey EDA,
State Contract,
0.00%, 9/15/09 905,685
A1 NR 1,000 Township of Bedminster,
NJ, Board of Education,
7.125%, 9/1/10 1,107,900
- --------------------------------------------------------------------------------
$14,198,484
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
49
<PAGE>
New Jersey Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Life Care -- 5.3%
- --------------------------------------------------------------------------------
Baa2 NR $ 5,250 Camden County,
NJ, Improvement
Authority Revenue,
6.00%, 2/15/27 $ 5,331,113
NR NR 615 New Jersey EDA,
(Cadbury Corp.),
7.50%, 7/1/21 632,564
NR NR 2,000 New Jersey EDA,
(Cadbury Corp.),
8.00%, 7/1/15 2,138,960
NR NR 300 New Jersey EDA,
(Cadbury Corp.),
8.70%, 7/1/07 326,199
NR NR 4,000 New Jersey EDA,
(Keswick Pines
Project), 8.75%, 1/1/24 4,374,880
Baa2 BBB 5,400 New Jersey Health
Care Facilities,
6.00%, 7/1/27 5,555,358
- --------------------------------------------------------------------------------
$18,359,074
- --------------------------------------------------------------------------------
Nursing Homes -- 1.2%
- --------------------------------------------------------------------------------
NR NR $ 1,400 New Jersey EDA,
(Claremont Health
System, Inc.),
9.10%, 9/1/22 $ 1,558,508
NR NR 2,500 New Jersey EDA,
(Victoria Health
Corp.), 7.65%, 1/1/14 2,679,725
- --------------------------------------------------------------------------------
$ 4,238,233
- --------------------------------------------------------------------------------
Solid Waste -- 3.5%
- --------------------------------------------------------------------------------
NR BB $11,930 Union County, NJ,
Utilities Authority,
(AMT), 7.20%, 6/15/14 $12,312,475
- --------------------------------------------------------------------------------
$12,312,475
- --------------------------------------------------------------------------------
Special Tax Revenue -- 13.4%
- --------------------------------------------------------------------------------
Baa1 A $ 125 Commonwealth of Puerto
Rico Highway and
Transportation Authority,
5.00%, 7/1/22 $ 119,343
NR NR 7,600 New Jersey Sports and
Exposition Authority,
(Monmouth Park Project),
8.00%, 1/1/25/(2)/ 8,549,924
NR NR 5,000 Port Authority of
New York and New
Jersey, (KIAC),
6.75%, 10/1/19 5,428,800
Baa1 BBB+ 550 Puerto Rico Finance
Authority, 7.90%, 7/1/07 581,499
Baa1 A 4,800 Puerto Rico Highway and
Transportation Authority,
5.00%, 7/1/36 4,593,984
Baa1 A 12,325 Puerto Rico Highway and
Transportation Authority,
5.50%, 7/1/36 12,601,695
NR NR 13,350 Virgin Islands Public
Finance Authority, 7.25%,
10/1/18 14,805,283
- --------------------------------------------------------------------------------
$46,680,528
- --------------------------------------------------------------------------------
Transportation -- 10.8%
- --------------------------------------------------------------------------------
NR BBB $ 1,400 Guam Airport Authority,
6.50%, 10/1/23 $ 1,493,828
NR BBB 1,700 Guam Airport Authority,
(AMT),6.60%, 10/1/10 1,832,906
NR BBB 2,000 Guam Airport Authority,
(AMT), 6.70%, 10/1/23 2,155,780
Aaa AAA 5,155 Port Authority of
New York and New Jersey,
(AMT), 5.75%, 12/1/22 5,395,996
A1 AA- 4,750 Port Authority of
New York and New Jersey,
(AMT), 6.25%, 1/15/27 5,003,080
Baa3 BB+ 5,100 Port Authority of
New York and New Jersey,
(Delta Airlines), 6.95%,
6/1/08 5,576,850
Baa3 BBB- 3,050 Puerto Rico Port Authority,
(American Airlines), (AMT),
6.25%, 6/1/26 3,271,918
Baa3 BBB- 5,950 Puerto Rico Port Authority,
(American Airlines), (AMT),
6.30%, 6/1/23 6,305,394
NR BBB 1,520 South Jersey Transportation
Authority, 6.15%, 1/1/22 1,586,074
A1 AA- 5,000 The Port Authority of New
York and New Jersey, 5.375%,
3/1/28 5,251,550
- --------------------------------------------------------------------------------
$37,873,376
- --------------------------------------------------------------------------------
Water and Sewer -- 2.1%
- --------------------------------------------------------------------------------
A1 AA- $ 2,000 Gloucester County Utilities
Authority, 6.50%, 1/1/21 $ 2,170,580
A3 A 4,500 New Jersey EDA,
Elizabethtown Water
Revenue, (AMT),
6.70%, 8/1/21 4,827,780
Aa2 AA 80 New Jersey Wastewater
Treatment Trust,
6.875%, 6/15/09 87,743
Aa2 AA 20 New Jersey Wastewater
Treatment Trust,
7.00%, 6/15/10 21,974
Aa3 AA 360 New Jersey Wastewater
Treatment Trust,
7.25%, 5/15/08 376,668
- --------------------------------------------------------------------------------
$ 7,484,745
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
50
<PAGE>
New Jersey Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C>
Total Tax-Exempt Investments -- 100%
(identified cost $316,103,220) $348,969,413
- --------------------------------------------------------------------------------
</TABLE>
AMT - Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by New Jersey
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 18.0% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institution ranged from 0.3% to 11.5% of total investments.
/(1)/ Security has been issued as an inverse floater bond.
/(2)/ Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
51
<PAGE>
Pennsylvania Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assisted Living -- 3.5%
- -----------------------------------------------------------------------------
NR NR $ 2,680 Chester, PA, IDA,
(Senior Life
Choice of Paoli, $ 2,869,824
L.P.), 8.05%, 1/1/24
NR NR 5,000 Chester, PA, IDA,
(Senior Life Choice of
Kimberton) (AMT),
8.50%, 9/1/25 5,476,950
NR NR 5,000 Delaware, PA, IDA,
(Senior Quarters
Project) (AMT),
8.625%, 9/1/25 5,528,100
- -----------------------------------------------------------------------------
$13,874,874
- -----------------------------------------------------------------------------
Cogeneration -- 3.1%
- -----------------------------------------------------------------------------
NR NR $12,000 Pennsylvania
Economic Development
Authority, EDA,
(Northampton
Generation
Project) (AMT),
6.50%, 1/1/13 $12,307,559
- -----------------------------------------------------------------------------
$12,307,559
- -----------------------------------------------------------------------------
Education -- 2.5%
- -----------------------------------------------------------------------------
NR AAA $ 2,000 Lehigh, PA,
(Allentown
College of St.
Francis), 6.75%,
12/15/12 $ 2,181,100
NR BBB- 1,100 Lehigh, PA, (Cedar
Crest College),
6.70%, 4/1/26 1,161,677
NR BBB+ 2,000 Pennsylvania Higher
Educational
Facilities Authority,
HEFA, 5.90%, 1/1/27 2,051,700
NR A- 4,225 Scranton-Lackawanna,
PA, (University
of Scranton),
6.40%, 3/1/07 4,535,369
- -----------------------------------------------------------------------------
$ 9,929,846
- -----------------------------------------------------------------------------
Electric Utilities -- 2.6%
- -----------------------------------------------------------------------------
Baa3 BB- $ 500 Beaver, PA, IDA,
(Ohio Edison Co.),
7.75%, 9/1/24 $ 530,430
Baa1 BBB+ 3,250 Delaware, PA, IDA,
(Philadelphia
Electric Co.),
7.375%, 4/1/21 3,558,783
Baa2 BBB+ 4,070 Montgomery, PA, IDA,
(Philadelphia
Electric Co.) (AMT),
7.60%, 4/1/21 4,449,283
NR NR 1,445 Virgin Islands
Water and Power
Authority, 7.40%,
7/1/11 1,568,634
- -----------------------------------------------------------------------------
$10,107,130
- -----------------------------------------------------------------------------
Escrowed/Prerefunded -- 6.2%
- -----------------------------------------------------------------------------
Aaa AAA $5,600 Berks, PA, General
Obligations,
(FGIC),Variable
Rate, 11/10/20/(1)/ $ 6,839,000
Aaa NR 1,750 Chester, PA, HEFA,
(Bryn Mar Hospitals),
6.75%, 7/1/14 1,973,580
Aaa AAA 1,405 Lycoming, PA, General
Obligation, (FGIC),
6.40%, 8/15/11 1,523,863
NR A- 1,000 Pennsylvania HEFA,
(Elizabeth College),
7.25%, 6/15/11 1,126,640
NR NR 6,900 Pennsylvania IDA,
Economic Development,
7.00%, 1/1/11 7,706,679
Aaa AAA 4,845 Westmoreland, PA,
Municipal Authority,
(FGIC),
0.00%, 8/15/19 1,529,712
Aaa AAA 5,400 Westmoreland, PA,
Municipal Authority,
(FGIC),
0.00%, 8/15/20 1,580,418
Aaa AAA 5,880 Westmoreland, PA,
Municipal Authority,
(FGIC), 0.00%, 8/15/20 1,742,244
Aaa AAA 500 York, PA, Hospital
Authority, (AMBAC),
7.00%, 7/1/21 554,560
- -----------------------------------------------------------------------------
$24,576,696
- -----------------------------------------------------------------------------
General Obligations -- 3.7%
- -----------------------------------------------------------------------------
NR A $2,000 Chester Upland,
PA, School District,
6.375%, 9/1/21 $ 2,106,420
NR A 3,000 Dauphin, PA,
6.90%, 6/1/26 3,203,550
A1 A+ 2,050 Lower Providence
Township, PA,
Sewer Authority,
6.75%, 5/1/22 2,268,633
NR A 1,950 McKeesport Area, PA,
School District,
5.00%, 4/1/13 1,920,731
Aaa NR 4,065 Montgomery, PA,
5.45%, 9/15/22 4,134,755
A1 AAA 465 Pennsylvania,
6.75%, 1/1/07 510,356
A1 AAA 500 Pennsylvania,
6.75%, 1/1/08 548,770
- -----------------------------------------------------------------------------
$14,693,215
- -----------------------------------------------------------------------------
Hospitals -- 17.4%
- -----------------------------------------------------------------------------
A3 NR $5,330 Allegheny County,
PA, Hospital
Development
Authority, HDA,
5.75%, 5/15/27 $ 5,402,381
NR AAA 2,360 Allegheny, PA,
IDA, (Presbyterian
Medical Center),
6.75%, 2/1/26 2,560,836
</TABLE>
See notes to financial statements
52
<PAGE>
Pennsylvania Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hospitals (continued)
- -----------------------------------------------------------------------------
Baa BBB $2,000 Dauphin, PA, (Community
General Osteopathic
Hospital), 7.375%,
6/1/16 $ 2,179,360
NR NR 4,475 Hazelton Luzerne,
PA (Saint Joseph
Medical Center),
8.375%, 7/1/12 5,382,709
NR BBB 1,150 Horizon Hospital
Systems Authority, PA,
6.35%, 5/15/26 1,191,860
A NR 2,670 Indiana, PA, (Indiana
Hospital), 7.125%,
7/1/23 2,934,250
A3 A 3,250 Lehigh, PA, (Muhlenberg
Hospital), 6.60%,
7/15/22 3,490,923
NR BBB- 3,500 McKean, PA, (Bradford
Hospital), 6.00%,
10/1/13 3,556,350
A3 BBB+ 2,550 Monroeville, PA,
(Forbes Health
System), 6.25%, 10/1/15 2,673,905
Baa2 NR 1,375 Montgomery, PA,
(Montgomery Hospital
Medical Center), 6.60%,
7/1/10 1,466,410
NR BBB+ 2,615 Montgomery, PA,
(Pottstown Medical
Center), 6.875%,
11/15/20 2,774,332
A BBB+ 8,500 Pennsylvania Hospital
and Higher Education,
(Albert Einstein
Medical Center),
7.625%, 4/1/11 9,047,825
A2 A+ 500 Pennsylvania Hospital
and Higher Education,
(Allegheny General
Hospital), 7.25%, 9/1/17 551,970
Ba BBB+ 7,115 Pennsylvania Hospital
and Higher Education,
(Graduate Health
System), 7.25%, 7/1/18 7,715,079
Ba BBB+ 5,625 Philadelphia, PA,
(Graduate Health
System), 6.625%, 7/1/21 5,852,363
Baa2 NR 4,115 Somerset, PA,
(Community Hospital
Project), 6.75%, 3/1/11 4,291,904
A3 A 7,000 Washington, PA,
(Monongahela Valley
Hospital), 6.75%,
12/1/08 7,574,840
- -----------------------------------------------------------------------------
$68,647,297
- -----------------------------------------------------------------------------
Housing -- 7.2%
- -----------------------------------------------------------------------------
Aaa NR $2,015 Allegheny, PA,
SFMR, (GNMA),
7.15%, 6/1/17 $ 2,112,284
NR AAA 2,900 Allegheny, PA,
SFMR, (Ladies
Grand Army) (FHA),
8.275%, 10/1/36 3,083,686
Aa2 AA+ 2,000 Pennsylvania HFA,
SFMR, (AMT),
6.15%, 10/1/27 2,074,020
Aa AA+ 8,350 Pennsylvania HFA,
SFMR, (AMT),
7.50%, 10/1/25 9,122,960
Aa2 AA 1,000 Pennsylvania, HFA,
(AMT), Variable,
10/3/23/(1)/ 1,167,500
Aa2 AA+ 1,590 Pennsylvania
Housing and Finance
Authority, HFA,
SFMR, (AMT),
5.80%, 10/1/29 1,609,239
Aaa NR 3,000 Philadelphia, PA,
Multifamily,
6.95%, 5/15/24 3,180,630
A1 AAA 1,000 Urban Redevelopment
Authority of
Pittsburgh Mortgage,
7.125%, 4/1/15 1,055,570
Aa2 AAA 265 Urban Redevelopment
Authority of Pittsburgh
Mortgage, 7.45%, 4/1/10 280,725
Aa2 AAA 3,435 Urban Redevelopment
Authority of Pittsburgh
Mortgage, (AMT),
7.10%, 4/1/24 3,653,672
A1 NR 1,055 Urban Redevelopment
Authority of Pittsburgh
Mortgage, (AMT),
7.40%, 4/1/24 1,116,253
- -----------------------------------------------------------------------------
$28,456,539
- -----------------------------------------------------------------------------
Industrial Development Revenue/Pollution
Control Revenue -- 15.1%
- -----------------------------------------------------------------------------
A3 A- $ 6,450 Butler, PA, (Witco
Corp.), 5.85%, 12/1/23 $ 6,628,214
NR BB- 1,005 Clearfield, PA, (Kmart
Corp.), 6.80%, 5/15/07 1,062,958
NR A 4,000 Franklin, PA, (Corning
Inc.), 6.25%, 8/1/05 4,476,760
A2 A 12,000 New Morgan, PA,
(New Morgan Landfill)
(AMT), 6.50%, 4/1/19 12,915,479
NR BBB- 9,000 Pennsylvania EDA,
(Colver) (AMT),
7.125%, 12/1/15 9,894,150
NR BBB- 5,000 Pennsylvania EDA,
(Colver) (AMT),
7.15%, 12/1/18 5,504,150
Baa2 BBB- 5,000 Pennsylvania, IDA,
(MacMillan Bloedel
Project) (AMT),
7.60%, 12/1/20 5,812,350
Baa3 BBB 4,450 Pennsylvania, IDA,
(Sun Company Project),
(AMT), 7.60%, 12/1/24 5,154,346
NR NR 6,500 Philadelphia, PA,
(Refrigerated
Enterprises) (AMT),
9.05%, 12/1/19 7,207,915
NR BB- 1,105 Shamokin, PA, (Kmart
Corp.), 6.70%, 7/1/07 1,161,245
- -----------------------------------------------------------------------------
$59,817,567
- -----------------------------------------------------------------------------
</TABLE>
See notes to financial statements
53
<PAGE>
Pennsylvania Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Education -- 4.2%
- --------------------------------------------------------------------------------
Aaa AAA $2,000 Alleghany, PA,
(Duquesne University
Project), (AMBAC),
5.00%, 3/1/21 $ 1,945,920
Aaa AAA 5,000 Cumberland, PA,
(Messiah College
Project), (AMBAC),
5.125%, 10/1/15 4,985,600
Aaa AAA 250 Pennsylvania HEFA,
(AMBAC), 5.625%, 6/15/19 256,938
Aaa AAA 2,000 Pennsylvania HEFA,
(MBIA), 5.75%, 5/1/22 2,101,020
Aaa AAA 2,500 Pennsylvania Higher
Education Student Loan,
(AMBAC), (AMT),
7.15%, 9/1/21 2,674,050
Aaa AAA 1,500 Pennsylvania Higher
Education Student Loan,
(AMBAC), (AMT),
Variable Rate,
3/1/22/(1)/ 1,657,500
Aaa AAA 700 Pennsylvania Higher
Education Student Loan,
(AMBAC), (AMT),
Variable Rate,
9/1/26/(1)/ 813,750
Aaa AAA 2,000 University of
Pittsburgh, (FGIC),
5.125%, 6/1/22 1,962,660
- --------------------------------------------------------------------------------
$16,397,438
- --------------------------------------------------------------------------------
Insured-Electric Utilities -- 5.2%
- --------------------------------------------------------------------------------
Aaa AAA $ 4,000 Beaver, PA, IDA,
(Ohio Edison Co.)
(FGIC), 7.00%, 6/1/21 $ 4,432,080
Aaa AAA 10,000 Beaver, PA, IDA,
(Ohio Edison Co.)
(FGIC), 7.05%, 10/1/20 11,669,899
Aaa AAA 3,800 Puerto Rico Electric
Power Authority, (FSA),
Variable Rate,
7/1/02/(1)/ 4,256,000
- --------------------------------------------------------------------------------
$20,357,979
- --------------------------------------------------------------------------------
Insured-General Obligations -- 6.9%
- --------------------------------------------------------------------------------
Aaa AAA $ 2,170 Elizabeth Forward, PA,
School District,
(MBIA), 0.00%, 9/1/20 $ 641,474
Aaa AAA 2,170 Elizabeth Forward, PA,
School District,
(MBIA), 0.00%, 9/1/21 605,061
Aaa AAA 2,170 Elizabeth Forward, PA,
School District,
(MBIA), 0.00%, 9/1/22 572,967
Aaa AAA 2,170 Elizabeth Forward, PA,
School District,
(MBIA), 0.00%, 9/1/23 542,522
Aaa AAA 2,500 Erie, PA, School
District, (MBIA),
0.00%, 5/1/19 801,350
Aaa AAA 2,625 Erie, PA, School
District, (MBIA),
0.00%, 5/1/20 789,731
Aaa AAA 2,625 Erie, PA, School
District, (MBIA),
0.00%, 5/1/21 745,316
Aaa AAA 3,625 Erie, PA, School
District, (MBIA),
0.00%, 5/1/22 974,690
Aaa AAA 5,000 Gateway, PA,
School District,
(FGIC), 5.25%, 7/15/27 5,007,550
Aaa AAA 5,175 Hazelton, PA,
School District,
(FGIC), 0.00%, 3/1/21 1,482,741
Aaa AAA 7,500 Keystone Oaks,
PA, School District,
(AMBAC), Variable
Rate, 9/1/16/(1)/ 7,996,875
Aaa AAA 1,430 Mars Area, PA,
School District,
(MBIA), 0.00%, 3/1/14 610,396
Aaa AAA 1,900 Philadelphia, PA,
(MBIA), 5.00%, 5/15/15 1,866,902
Aaa AAA 3,200 Philadelphia, PA,
(MBIA), 5.00%, 5/15/20 3,110,720
Aaa AAA 655 Rochester Area,
PA, School District,
(AMBAC), 0.00%, 5/1/10 348,532
Aaa AAA 1,000 Venango, PA, (AMBAC),
6.30%, 12/1/19 1,086,410
- --------------------------------------------------------------------------------
$27,183,237
- --------------------------------------------------------------------------------
Insured-Hospitals -- 5.4%
- --------------------------------------------------------------------------------
Aaa AAA $ 2,000 Allegheny County,
PA, HDA, (MBIA),
5.625%, 4/1/27 $ 2,055,860
Aaa AAA 3,750 Allegheny, PA
(Magee-Womens Hospital),
(FGIC), 0.00%, 10/1/15 1,462,725
Aaa AAA 1,170 Allegheny, PA,
(Children's Hospital of
Pittsburgh), (MBIA),
6.75%, 7/1/08 1,247,407
Aaa AAA 1,400 Armstrong, PA, (Saint
Francis Health Care)
(AMBAC), 6.25%, 6/1/13 1,503,138
Aaa AAA 2,500 Armstrong, PA, (Saint
Francis Health Care),
(AMBAC), 6.00%, 8/15/08 2,662,550
Aaa AAA 775 Carbon, PA, (Gnaden
Memorial Hospital)
(AMBAC), 7.00%, 11/15/14 851,694
Aaa AAA 750 Erie County, PA,
Hospital Authority,
(Hamot Health System),
(AMBAC), 7.10%, 2/15/10 828,278
Aaa AAA 230 Lehigh, PA, (Health
East, Inc.) (MBIA),
7.00%, 7/1/15 252,471
Aaa AAA 1,000 Montgomery, PA,
(Abington Memorial
Hospital) (AMBAC),
Variable Rate,
6/1/11/(1)/ 1,170,000
Aaa AAA 5,000 Philadelphia, PA,
Hospital and
Higher Education
Authority, (FGIC),
Variable Rate,
2/15/12/(1)/ 5,068,750
</TABLE>
See notes to financial statements
54
<PAGE>
Pennsylvania Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Hospitals (continued)
- --------------------------------------------------------------------------------
Aaa AAA $ 1,500 Scranton-Lackawanna,
PA, (Mercy Health),
(MBIA), 6.90%, 1/1/23 $ 1,625,190
Aaa AAA 2,550 Washington, PA,
(Shadyside Hospital),
(AMBAC), 5.75%, 12/15/14 2,650,623
- --------------------------------------------------------------------------------
$21,378,686
- --------------------------------------------------------------------------------
Insured-Industrial Development Revenue -- 0.3%
- --------------------------------------------------------------------------------
Aaa AAA $ 1,000 Delaware, PA,
(Philadelphia Water)
(FGIC), 6.35%, 8/15/25 $ 1,082,480
- --------------------------------------------------------------------------------
$ 1,082,480
- --------------------------------------------------------------------------------
Insured-Lease Revenue/Certificates of
Participation -- 2.5%
- --------------------------------------------------------------------------------
Aaa AAA $10,000 Commonwealth of
Pennsylvania,
(AMBAC), 5.00%,
7/1/15/(2)/ $ 9,779,700
- --------------------------------------------------------------------------------
$ 9,779,700
- --------------------------------------------------------------------------------
Insured-Water and Sewer -- 3.2%
- --------------------------------------------------------------------------------
Aaa AAA $ 3,000 Bethlehem, PA, Water
Authority, (MBIA),
5.20%, 11/15/21 $ 2,946,960
Aaa AAA 3,960 Philadelphia, PA, Water
and Wastewater, (CGIC),
5.00%, 6/15/16 3,865,237
Aaa AAA 2,500 Philadelphia, PA, Water
and Wastewater, (CGIC),
Variable Rate,
6/15/12/(1)/ 2,656,250
Aaa AAA 3,490 Pittsburgh, PA, Water
and Sewer Authority,
(FGIC), 4.75%, 9/1/16 3,309,323
- --------------------------------------------------------------------------------
$12,777,770
- --------------------------------------------------------------------------------
Life Care -- 2.0%
- --------------------------------------------------------------------------------
NR NR $ 4,050 Delaware, PA, (White
Horse Village), 7.50%,
7/1/18 $ 4,290,003
NR BBB+ 3,620 Delaware, PA, HFA,
5.75%, 12/15/22 3,619,240
- --------------------------------------------------------------------------------
$ 7,909,243
- --------------------------------------------------------------------------------
Nursing Homes -- 2.5%
- --------------------------------------------------------------------------------
NR NR $ 3,500 Montgomery, PA, IDA
(Advancement of
Geriatric Health Care
Institute), 8.375%,
7/1/23 $ 3,808,175
NR NR 1,190 Philadelphia, PA,
(The Philadelphia
Protestant Home
Project), 8.625%,
7/1/21 1,280,345
NR NR 1,460 Westmoreland, PA,
(Highland Health
Systems, Inc.),
9.25%, 6/1/22 1,636,280
NR NR 2,750 Wilkins Area, PA,
IDA, (Fairview
Extended Care),
10.25%, 1/1/21 3,271,620
- --------------------------------------------------------------------------------
$ 9,996,420
- --------------------------------------------------------------------------------
Pooled Loans -- 5.0%
- --------------------------------------------------------------------------------
NR A $16,950 Pennsylvania Finance
Authority, Beaver
County, 6.60%, 11/1/09 $18,647,372
NR AA+ 870 Pennsylvania
Infrastructure
Investment Authority,
(Pennvest), 6.80%,
9/1/10 961,707
- --------------------------------------------------------------------------------
$19,609,079
- --------------------------------------------------------------------------------
Special Tax Revenue -- 0.1%
- --------------------------------------------------------------------------------
Baa1 BBB+ $ 500 Puerto Rico Special Tax
Revenue, 7.50%, 7/1/09 $ 526,850
- --------------------------------------------------------------------------------
$ 526,850
- --------------------------------------------------------------------------------
Transportation -- 1.4%
- --------------------------------------------------------------------------------
Baa3 BBB- $ 4,000 Puerto Rico Port
Authority, (American
Airlines), (AMT),
6.25%, 6/1/26 $ 4,291,040
Baa3 BBB- 1,000 Puerto Rico Port
Authority, (American
Airlines), (AMT),
6.30%, 6/1/23 1,059,730
- --------------------------------------------------------------------------------
$ 5,350,770
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
55
<PAGE>
Pennsylvania Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Ratings (Unaudited) Principal
- ------------------- Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C>
Total Tax-Exempt Investments -- 100%
(identified cost $359,688,720) $394,760,375
- --------------------------------------------------------------------------------
</TABLE>
AMT - Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
The portfolio invests primarily in debt securities issued by Pennsylvania
municipalities. The ability of the issuers of the debt securities to meet their
obligations may be affected by the economic developments in a specific industry
or municipality. In order to reduce the risk associated with such economic
developments, at July 31, 1997, 31.1% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institution ranged from 1.1% to 12.7%.
/(1)/ Security has been issued as an inverse floater bond.
/(2)/ Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
See notes to financial statements
56
<PAGE>
Texas Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS
Tax-Exempt Investments -- 100.0%
<TABLE>
<CAPTION>
Rating (Unaudited) Principal
- ------------------ Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assisted Living -- 2.6%
- --------------------------------------------------------------------------------
NR NR $ 500 Bell County, TX,
Health Facilities,
(Care Institute,
Inc.),
9.00%, 11/1/24 $ 564,935
- --------------------------------------------------------------------------------
$ 564,935
- --------------------------------------------------------------------------------
Education -- 3.4%
- --------------------------------------------------------------------------------
A NR $ 700 Brazos, TX, Higher
Education
Authority, (AMT),
6.50%, 6/1/04 $ 756,098
- --------------------------------------------------------------------------------
$ 756,098
- --------------------------------------------------------------------------------
Electric Utilities -- 2.2%
- --------------------------------------------------------------------------------
NR BBB $ 500 Guam Power
Authority,
5.25%, 10/1/23 $ 484,075
- --------------------------------------------------------------------------------
$ 484,075
- --------------------------------------------------------------------------------
Escrowed / Prerefunded -- 5.0%
- --------------------------------------------------------------------------------
NR NR $ 200 Bexar County, TX,
Health Facilities,
(St. Luke's
Lutheran),
7.00%, 5/1/21 $ 241,542
Aaa NR 1,000 Central Texas
Housing Corp.,
(Single Family),
0.00%, 9/1/16 360,060
Aaa AAA 85 Harris County, TX,
Toll Road Unlimited
Tax and Subordinate
Lien, (AMBAC),
6.625%, 8/15/17 86,791
Aaa AAA 200 Montgomery County,
TX, Hospital
District, (FSA),
6.625%, 4/1/17 223,504
Aaa AAA 150 Texas National
Research Lab Super
Collider, 6.95%,
12/1/12 177,209
- --------------------------------------------------------------------------------
$1,089,106
- --------------------------------------------------------------------------------
General Obligations -- 9.5%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 Bastrop, TX,
Independent School
District U.T.G.O.,
(PSF), 0.00%,
2/15/13 $ 449,680
NR NR 500 Leander, TX,
6.75%, 8/15/16 533,980
Aa2 AA 690 Texas Veterans'
Housing Assistance
U.T., (AMT), 6.70%,
12/1/24 729,937
Aa2 AA 360 Texas Veterans'
Housing Assistance
U.T., (AMT), 6.80%,
12/1/23 382,021
- --------------------------------------------------------------------------------
$2,095,618
- --------------------------------------------------------------------------------
Hospitals -- 12.9%
- --------------------------------------------------------------------------------
NR BBB+ $ 500 Denison, TX,
Hospital Authority,
(Texoma Medical
Center), 6.125%,
8/15/17 $ 513,220
NR BBB+ 500 Denison, TX,
Hospital Authority,
(Texoma Medical
Center), 7.10%,
8/15/24 546,230
Aaa NR 100 Ector County, TX,
Hospital District,
7.30%, 4/15/12 114,678
A2 A- 100 Harris County, TX,
Hospital District,
(Memorial), 7.125%,
6/1/15 115,751
Aa NR 975 Port Arthur, TX,
Health Facilities,
(FHA), 6.50%,
8/1/24 1,041,056
A2 NR 500 Tarrant County, TX,
Methodist Health
System, 6.00%,
9/1/24 515,135
- --------------------------------------------------------------------------------
$2,846,070
- --------------------------------------------------------------------------------
Housing -- 13.3%
- --------------------------------------------------------------------------------
NR AAA $ 80 Bexar County, TX, HFC,
8.10%, 3/1/24 $ 85,558
NR AAA 500 Dallas, TX, HFC, (GNMA),
7.95%, 12/1/23/(1)/ 534,025
NR AAA 150 North Central, TX, HFC, (GNMA),
7.875%, 10/1/22 159,711
Aaa AAA 50 Puerto Rico Housing Finance Corp.,
Single Family Mortgage Revenue,
(GNMA), 6.85%, 10/15/23 52,902
NR A 500 Texas Department of Housing and
Community Affairs, NHP Foundation-
Asmara Project, 6.40%, 1/1/27 523,065
NR A 750 Travis County, TX, HFC
Multifamily, (Travis Station
Apartments), 6.75%, 4/1/19 789,570
NR AAA 725 Travis County, TX, HFC, (GNMA)
(FNMA), 7.05%, 12/1/25 777,345
- --------------------------------------------------------------------------------
$2,922,176
- --------------------------------------------------------------------------------
Industrial Development Revenue / Pollution
Control Revenue -- 12.0%
- --------------------------------------------------------------------------------
Baa1 BBB $ 450 Gulf Coast, TX, Waste Disposal
Authority, (Champion
International) (AMT),
7.25%, 4/1/17 $ 491,787
- --------------------------------------------------------------------------------
A2 A+ 1,000 Port Corpus Christi, TX, (Hoechst
Celanese Corp.) (AMT),
6.875%, 4/1/17 1,086,870
- --------------------------------------------------------------------------------
NR A 1,000 Trinity River Authority, TX,
(PCR) (AMT), 6.20%, 3/1/20 1,052,260
- --------------------------------------------------------------------------------
$2,630,917
- --------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
57
<PAGE>
Texas Municipals Portfolio as of July 31, 1997
PORTFOLIO OF INVESTMENTS CONT'D
<TABLE>
<CAPTION>
Rating (Unaudited) Principal
- ------------------ Amount
Standard (000
Moody's & Poor's omitted) Security Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Insured-Electric Utilities -- 20.3%
- --------------------------------------------------------------------------------
Aaa AAA $1,000 Austin, TX, Combined Utility,
(AMBAC), 6.75%, 11/15/12/(2)/ $1,164,659
- --------------------------------------------------------------------------------
Aaa AAA 1,000 Austin, TX, Utility System,
(FGIC), 6.25%, 5/15/16/(3)/ 1,099,110
- --------------------------------------------------------------------------------
Aaa AAA 500 Lower Colorado River Authority
Junior Lien, TX, (FGIC), 0.00%,
1/1/12 239,880
- --------------------------------------------------------------------------------
Aaa AAA 1,000 San Antonio, TX, Electric and
Natural Gas, (MBIA), 5.375%,
2/1/18 1,006,780
- --------------------------------------------------------------------------------
Aaa AAA 1,395 Texas Municipal Power Agency,
(MBIA), 0.00%, 9/1/13 609,992
- --------------------------------------------------------------------------------
Aaa AAA 1,000 Texas Municipal Power Agency,
(MBIA), 0.00%, 9/1/17 346,340
- --------------------------------------------------------------------------------
$4,466,761
- --------------------------------------------------------------------------------
Insured-Hospitals -- 7.5%
- --------------------------------------------------------------------------------
Aaa AAA $ 500 Harris County, TX, HFC, (Hermann
Hospital) (MBIA), 6.375%, 10/1/24 $ 542,250
- --------------------------------------------------------------------------------
Aaa AAA 1,000 Tyler County, TX, HFC, (Mother
Frances Hospital) (FGIC),
6.50%, 7/1/22 1,102,889
- --------------------------------------------------------------------------------
$1,645,139
- --------------------------------------------------------------------------------
Lease Revenue /
Certificates of Participation -- 1.2%
- --------------------------------------------------------------------------------
NR BBB- $ 250 Rio Grande, TX, Independent School
District Lease, 6.75%, 7/15/10 $ 267,135
- --------------------------------------------------------------------------------
$ 267,135
- --------------------------------------------------------------------------------
Transportation -- 10.1%
- --------------------------------------------------------------------------------
NR NR $ 250 Abia Dev. Corp., TX, (Austin
Cargoport), 9.25%, 10/1/21 $ 275,498
- --------------------------------------------------------------------------------
Baa2 BBB- 505 Alliance Airport Authority,
(American Airlines) (AMT),
7.50%, 12/1/29 549,773
- --------------------------------------------------------------------------------
Baa2 BBB- 225 Dallas-Fort Worth, TX, Airport,
(American Airlines) (AMT),
7.50%, 11/1/25 244,589
- --------------------------------------------------------------------------------
Baa3 BB+ 300 Dallas-Fort Worth, TX, Airport,
(Delta Airlines) (AMT), 7.125%,
11/1/26 322,206
- --------------------------------------------------------------------------------
NR BBB 755 Guam Airport Authority, (AMT),
6.70%, 10/1/23 813,807
- --------------------------------------------------------------------------------
Aa2 AA 25 Harris County, TX, Toll Road
Subordinate Lien, 6.75%, 8/1/14 27,525
- --------------------------------------------------------------------------------
$2,233,398
- --------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 100%
(identified cost $20,172,048) $22,001,428
- --------------------------------------------------------------------------------
</TABLE>
AMT - Interest earned from these securities may be considered a tax preference
item for purposes of the Federal Alternative Minimum Tax.
HFC - Housing Finance Corporation
The Portfolio invests primarily in debt securities issued by Texas
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 July 31, 1997, 33.9% of the securities in the portfolio of
investments are backed by bond insurance of various financial institutions and
financial guaranty assurance agencies. The aggregate percentage insured by
financial institution ranged from 1.0% to 11.4% of total investments.
(1) Security (or a portion thereof) has been segregated to cover margin
requirements on open financial futures contracts.
(2) When-issued security.
(3) Security has been segregated to cover when-issued securities.
See notes to financial statements
58
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS
Statements of Assets and Liabilities
As of July 31, 1997
<TABLE>
<CAPTION>
Arizona Colorado Connecticut Michigan
Portfolio Portfolio Portfolio Portfolio
- ----------------------------------------------------------------------------------------------------------------------
Assets
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments --
Identified cost $ 100,333,893 $ 38,187,386 $ 162,032,152 $ 133,350,836
Unrealized appreciation 10,701,415 3,910,265 9,570,406 13,046,983
- ----------------------------------------------------------------------------------------------------------------------
Investments, at value (Note 1A) $ 111,035,308 $ 42,097,651 $ 171,602,558 $ 146,397,819
- ----------------------------------------------------------------------------------------------------------------------
Cash $ 396,176 $ 876 $ 973,034 $ 1,695,930
Receivable for investments sold -- -- 905,692 --
Interest receivable 1,081,951 542,137 2,018,844 2,196,361
Deferred organization expenses (Note 1D) 887 229 1,574 1,508
- ----------------------------------------------------------------------------------------------------------------------
Total assets $ 112,514,322 $ 42,640,893 $ 175,501,702 $ 150,291,618
- ----------------------------------------------------------------------------------------------------------------------
Liabilities
- ----------------------------------------------------------------------------------------------------------------------
Demand note payable (Note 5) $ -- $ 3,000 $ 478,000 $ --
Payable for daily variation margin on open
financial futures contracts (Note 1E) 34,875 12,375 31,125 54,605
Payable to affiliate for Trustees' fees (Note 2) 735 -- -- 956
Accrued expenses 6,919 1,074 14,987 12,411
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities $ 42,529 $ 16,449 $ 524,112 $ 67,972
- ----------------------------------------------------------------------------------------------------------------------
Net Assets applicable to investors' interest in
Portfolio $ 112,471,793 $ 42,624,444 $ 174,977,590 $ 150,223,646
- ----------------------------------------------------------------------------------------------------------------------
Sources of Net Assets
- ----------------------------------------------------------------------------------------------------------------------
Net proceeds from capital contributions and
withdrawals $ 102,398,651 $ 38,937,115 $ 165,967,901 $ 138,179,628
Net unrealized appreciation of investments and
financial futures contracts (computed on the
basis of identified cost) 10,073,142 3,687,329 9,009,689 12,044,018
- ----------------------------------------------------------------------------------------------------------------------
Total $ 112,471,793 $ 42,624,444 $ 174,977,590 $ 150,223,646
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
59
<PAGE>
- --------------------------------------------------------------------------------
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Assets and Liabilities
As of July 31, 1997
<TABLE>
<CAPTION>
Minnesota New Jersey Pennsylvania Texas
Portfolio Portfolio Portfolio Portfolio
- -------------------------------------------------------------------------------------------------------------------------
Assets
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments --
Identified cost $ 63,057,066 $ 316,103,220 $ 359,688,720 $ 20,172,048
Unrealized appreciation 6,537,383 32,866,193 35,071,655 1,829,380
- -------------------------------------------------------------------------------------------------------------------------
Investment at value (Note 1A) $ 69,594,449 $ 348,969,413 $ 394,760,375 $ 22,001,428
- -------------------------------------------------------------------------------------------------------------------------
Cash $ 330 $ 266 $ 385 $ 520,405
Receivable for investments sold 416,080 -- 5,939,677 --
Interest receivable 815,179 4,381,706 5,229,597 341,723
Deferred organization expenses (Note 1D) 309 2,330 2,988 209
- -------------------------------------------------------------------------------------------------------------------------
Total assets $ 70,826,347 $ 353,353,715 $ 405,933,022 $ 22,863,765
- -------------------------------------------------------------------------------------------------------------------------
Liabilities
- -------------------------------------------------------------------------------------------------------------------------
Payable for when-issued securities (Note 1G) $ -- $ -- $ -- $ 1,046,570
Payable for investments purchased -- -- 1,602,746 --
Demand note payable (Note 5) 131,000 540,000 1,962,000 134,000
Payable for daily variation margin on open
financial futures contracts (Note 1E) 15,937 24,375 140,413 4,500
Payable to affiliate for Trustees' fees (Note 2) 568 1,455 1,621 13
Accrued expenses 5,168 15,815 5,502 2,541
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 152,673 $ 581,645 $ 3,712,282 $ 1,187,624
- -------------------------------------------------------------------------------------------------------------------------
Net Assets applicable to investors' interest in
Portfolio $ 70,673,674 $ 352,772,070 $ 402,220,740 $ 21,676,141
- -------------------------------------------------------------------------------------------------------------------------
Sources of Net Assets
- -------------------------------------------------------------------------------------------------------------------------
Net proceeds from capital contributions and
withdrawals $ 64,605,947 $ 320,953,467 $ 369,728,139 $ 19,927,829
Net unrealized appreciation of investments and
financial futures contracts (computed on the
basis of identified cost) 6,067,727 31,818,603 32,492,601 1,748,312
- -------------------------------------------------------------------------------------------------------------------------
Total $ 70,673,674 $ 352,772,070 $ 402,220,740 $ 21,676,141
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
60
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Operations
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Arizona Colorado Connecticut Michigan
Portfolio Portfolio Portfolio Portfolio
- ----------------------------------------------------------------------------------------------------------------------
Investment Income (Note 1B)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 7,268,691 $ 2,695,514 $ 10,879,408 $ 9,610,630
- ----------------------------------------------------------------------------------------------------------------------
Total investment income $ 7,268,691 $ 2,695,514 $ 10,879,408 $ 9,610,630
- ----------------------------------------------------------------------------------------------------------------------
Expenses
- ----------------------------------------------------------------------------------------------------------------------
Investment adviser fee (Note 2) $ 482,775 $ 113,698 $ 771,883 $ 676,686
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 8,703 1,648 9,552 11,340
Custodian fee (Note 1I) 61,116 25,407 96,161 77,993
Legal and accounting services 24,111 20,821 26,538 27,761
Bond pricing 9,660 4,225 10,253 9,457
Amortization of organization expenses(Note 1D) 1,792 617 2,621 2,493
Registration fees 125 -- -- --
Miscellaneous 8,675 5,055 45,398 30,088
- ----------------------------------------------------------------------------------------------------------------------
Total expenses $ 596,957 $ 171,471 $ 962,406 $ 835,818
- ----------------------------------------------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee (Note 1I) $ 11,039 $ 15,644 $ 8,505 $ 23,524
- ----------------------------------------------------------------------------------------------------------------------
Total expense reductions $ 11,039 $ 15,644 $ 8,505 $ 23,524
- ----------------------------------------------------------------------------------------------------------------------
Net expenses $ 585,918 $ 155,827 $ 953,901 $ 812,294
- ----------------------------------------------------------------------------------------------------------------------
Net investment income $ 6,682,773 $ 2,539,687 $ 9,925,507 $ 8,798,336
- ----------------------------------------------------------------------------------------------------------------------
Realized and Unrealized
Gain (Loss) on Investments
- ----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) --
Investment transactions (identified
cost basis) $ 1,885,489 $ 778,185 $ 1,328,014 $ 2,069,770
Financial futures contracts (1,086,932) (331,557) (855,720) (2,033,737)
- ----------------------------------------------------------------------------------------------------------------------
Net realized gain on investment transactions $ 799,157 $ 446,628 $ 472,294 $ 36,033
- ----------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation
(depreciation) --
Investments $ 5,208,662 $ 2,272,499 $ 7,521,283 $ 7,002,953
Financial futures contracts (270,132) (176,826) (452,852) (526,094)
- ----------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation
(depreciation) of investments $ 4,938,530 $ 2,095,673 $ 7,068,431 $ 6,476,859
- ----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on
investments $ 5,737,687 $ 2,542,301 $ 7,540,725 $ 6,512,892
- ----------------------------------------------------------------------------------------------------------------------
Net increase in net assets from
operations $ 12,420,460 $ 5,081,988 $ 17,466,232 $ 15,311,228
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
61
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Operations
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Minnesota New Jersey Pennsylvania Texas
Portfolio Portfolio Portfolio Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income (Note 1B)
- -------------------------------------------------------------------------------------------------------------------------------
Interest $ 4,433,353 $ 23,413,127 $ 27,256,842 $ 1,395,209
- -------------------------------------------------------------------------------------------------------------------------------
Total investment income $ 4,433,353 $ 23,413,127 $ 27,256,842 $ 1,395,209
- -------------------------------------------------------------------------------------------------------------------------------
Expenses
- -------------------------------------------------------------------------------------------------------------------------------
Investment adviser fee (Note 2) $ 252,187 $ 1,707,028 $ 1,982,739 $ 41,158
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 6,729 17,286 19,254 40
Custodian fee (Note 1I) 40,161 158,061 183,435 14,279
Legal and accounting services 19,651 36,962 36,295 15,512
Bond pricing 8,491 12,311 10,543 6,034
Amortization of organization expenses (Note 1D) 1,019 4,464 5,278 602
Interest expense (Note 5) -- -- -- 4,889
Miscellaneous 11,757 46,155 82,289 1,636
- -------------------------------------------------------------------------------------------------------------------------------
Total expenses $ 339,995 $ 1,982,267 $ 2,319,833 $ 84,150
- -------------------------------------------------------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee (Note 1I) $ 19,539 $ 53,187 $ 183,435 $ 5,671
- -------------------------------------------------------------------------------------------------------------------------------
Total expense reductions $ 19,539 $ 53,187 $ 183,435 $ 5,671
- -------------------------------------------------------------------------------------------------------------------------------
Net expenses $ 320,456 $ 1,929,080 $ 2,136,398 $ 78,479
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 4,112,897 $ 21,484,047 $ 25,120,444 $ 1,316,730
- -------------------------------------------------------------------------------------------------------------------------------
Realized and Unrealized
Gain (Loss) on Investments
- -------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) --
Investment transactions (identified
cost basis) $ 648,772 $ 4,417,150 $ 4,052,612 $ 158,144
Financial futures contracts (620,151) (2,432,682) (5,166,232) (170,143)
- -------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions $ 28,621 $ 1,984,468 $ (1,113,620) $ (11,999)
- -------------------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments $ 3,179,004 $ 15,063,481 $ 20,122,717 $ 1,183,287
Financial futures contracts (392,847) (859,551) (1,367,008) (68,884)
- -------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation
(depreciation) of investments $ 2,786,157 $ 14,203,930 $ 18,755,709 $ 1,114,403
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments $ 2,814,778 $ 16,188,398 $ 17,642,089 $ 1,102,404
- -------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 6,927,675 $ 37,672,445 $ 42,762,533 $ 2,419,134
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
62
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Increase (Decrease) in Net Assets Arizona Portfolio Colorado Portfolio Connecticut Portfolio Michigan Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 6,682,773 $ 2,539,687 $ 9,925,507 $ 8,798,336
Net realized gain on investment
transactions 799,157 446,628 472,294 36,033
Net change in unrealized appreciation
(depreciation) of investments 4,938,530 2,095,673 7,068,431 6,476,859
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 12,420,460 $ 5,081,988 $ 17,466,232 $ 15,311,228
- -----------------------------------------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 7,001,783 $ 4,009,912 $ 9,762,822 $ 3,699,109
Withdrawals (36,811,997) (11,883,030) (39,868,349) (42,251,299)
- -----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from capital
transactions $ (29,810,214) $ (7,873,118) $ (30,105,527) $ (38,552,190)
- -----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (17,389,754) $ (2,791,130) $ (12,639,295) $ (23,240,962)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets
- -----------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 129,861,547 $ 45,415,574 $ 187,616,885 $ 173,464,608
- -----------------------------------------------------------------------------------------------------------------------------------
At end of year $ 112,471,793 $ 42,624,444 $ 174,977,590 $ 150,223,646
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
63
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1997
<TABLE>
<CAPTION>
Increase (Decrease) in Net Assets Minnesota Portfolio New Jersey Portfolio Pennsylvania Portfolio Texas Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 4,112,897 $ 21,484,047 $ 25,120,444 $ 1,316,730
Net realized gain (loss) on investment
transactions 28,621 1,984,468 (1,113,620) (11,999)
Net change in unrealized appreciation
(depreciation) of investments 2,786,157 14,203,930 18,755,709 1,114,403
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 6,927,675 $ 37,672,445 $ 42,762,533 $ 2,419,134
- ------------------------------------------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 4,877,845 $ 20,443,481 $ 19,109,521 $ 1,759,693
Withdrawals (17,221,919) (91,588,197) (107,833,175) (6,869,522)
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from capital
transactions $ (12,344,074) $ (71,144,716) $ (88,723,654) $ (5,109,829)
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (5,416,399) $ (33,472,271) $ (45,961,121) $ (2,690,695)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 76,090,073 $ 386,244,341 $ 448,181,861 $ 24,366,836
- ------------------------------------------------------------------------------------------------------------------------------------
At end of year $ 70,673,674 $ 352,772,070 $ 402,220,740 $ 21,676,141
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
64
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1996
<TABLE>
<CAPTION>
Increase (Decrease) in Net Assets Arizona Portfolio Colorado Portfolio Connecticut Portfolio Michigan Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 7,710,632 $ 2,697,672 $ 10,721,638 $ 10,187,783
Net realized gain (loss) on investment
transactions 901,764 299,431 (814) 2,810,989
Net change in unrealized appreciation
(depreciation) of investments 1,257,563 402,252 3,384,135 971,245
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 9,869,959 $ 3,399,355 $ 14,104,959 $ 13,970,017
- ----------------------------------------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 9,272,110 $ 5,588,344 $ 11,976,667 $ 7,755,466
Withdrawals (33,801,537) (9,649,291) (33,740,530) (39,523,856)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from capital
transactions $ (24,529,427) $ (4,060,947) $ (21,763,863) $ (31,768,390)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (14,659,468) $ (661,592) $ (7,658,904) $ (17,798,373)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 144,521,015 $ 46,077,166 $ 195,275,789 $ 191,262,981
- ----------------------------------------------------------------------------------------------------------------------------------
At end of year $ 129,861,547 $ 45,415,574 $ 187,616,885 $ 173,464,608
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
65
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Statements of Changes in Net Assets
For the Year Ended July 31, 1996
<TABLE>
<CAPTION>
Increase (Decrease) in Net Assets Minnesota Portfolio New Jersey Portfolio Pennsylvania Portfolio Texas Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
From operations --
Net investment income $ 4,601,643 $ 23,488,315 $ 28,316,855 $ 1,575,243
Net realized gain (loss) on investment
transactions 410,797 (316,728) 5,992,215 342,298
Net change in unrealized appreciation
(depreciation) of investments 697,008 3,926,712 (244,311) 178,638
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 5,709,448 $ 27,098,299 $ 34,064,759 $ 2,096,179
- ----------------------------------------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 5,070,544 $ 25,074,635 $ 20,910,102 $ 1,285,449
Withdrawals (17,657,615) (76,967,015) (109,043,304) (7,241,813)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from capital
transactions $ (12,587,071) $ (51,892,380) $ (88,133,202) $ (5,956,364)
- ----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets $ (6,877,623) $ (24,794,081) $ (54,068,443) $ (3,860,185)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------------
At beginning of year $ 82,967,696 $ 411,038,422 $ 502,250,304 $ 28,227,021
- ----------------------------------------------------------------------------------------------------------------------------------
At end of year $ 76,090,073 $ 386,244,341 $ 448,181,861 $ 24,366,836
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
66
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Supplementary Data
<TABLE>
<CAPTION>
Arizona Portfolio Colorado Portfolio
-------------------------------------------- -------------------------------------------
Year Ended Year Ended
-------------------------------------------- -------------------------------------------
July 31, Sept. 30, July 31, Sept. 30,
-------------------------------- --------- -------------------------------- ---------
1997 1996 1995 1994* 1993** 1997 1996 1995 1994* 1993**
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average daily
net assets:
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses /(1)/ 0.50% 0.51% 0.52% 0.46%+ 0.42%+ 0.40% 0.40% 0.25% 0.02%+ 0.06%+
Net expenses, after
custodian fee reduction 0.49% 0.50% -- -- -- 0.36% 0.36% -- -- --
Net investment income 5.56% 5.53% 5.81% 5.43%+ 5.46%+ 5.86% 5.75% 6.05% 5.73%+ 5.60%+
Portfolio Turnover 10% 18% 22% 23% 107% 14% 53% 52% 23% 10%
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of year
(000s omitted) $112,472 $129,862 $144,521 $154,068 $133,539 $42,624 $45,416 $46,077 $44,399 $24,346
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
++ The operating expenses of the Colorado Portfolio may reflect a reduction of
the Investment Advisor fee and/or an allocation of expenses to the
Investment Advisor. Had such action not been taken, the ratios would have
been as follows:
<TABLE>
<S> <C> <C> <C> <C>
Expenses /(1)/ 0.42% 0.40% 0.35%+ 0.35%+
Net expenses, after custodian fee reduction 0.38% -- -- --
Net investment income 5.73% 5.90% 5.40%+ 5.31%+
</TABLE>
- --------------------------------------------------------------------------------
+ Annualized.
* For the ten months ended July 31, 1994.
** For the period from the start of business, February 1, 1993, to September
30, 1993.
/(1)/ The expense ratios for the years ended July 31, 1996 and periods
thereafter have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require each Portfolio to
increase its expense ratio by the effect of any expense offset
arrangements with its service providers. The expense ratios for each of
the prior periods have not been adjusted to reflect this change.
See notes to financial statements
67
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Supplementary Data
<TABLE>
<CAPTION>
Connecticut Portfolio Michigan Portfolio
------------------------------------------------- ----------------------------------------------
Year Ended Year Ended
------------------------------------------------- ----------------------------------------------
July 31, Sept. 30, July 31, Sept. 30,
------------------------------------ --------- ---------------------------------- -----------
1997 1996 1995 1994* 1993** 1997 1996 1995 1994* 1993**
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average daily
net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses /(1)/ 0.53% 0.52% 0.53% 0.47%+ 0.46%+ 0.52% 0.54% 0.48% 0.47%+ 0.44%+
Net expenses, after
custodian fee reduction 0.53% 0.50% -- -- -- 0.50% 0.52% -- -- --
Net investment income 5.50% 5.49% 5.77% 5.40%+ 5.45%+ 5.45% 5.50% 5.85% 5.48%+ 5.46%+
Portfolio Turnover 11% 23% 29% 10% 10% 16% 49% 54% 45% 20%
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year
(000s omitted) $174,978 $187,617 $195,276 $192,038 $159,848 $150,224 $173,465 $191,263 $204,032 $187,665
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
** For the period from the start of business, February 1, 1993, to September
30, 1993.
/(1)/ The expense ratios for the years ended July 31, 1996 and periods
thereafter have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require each Portfolio to
increase its expense ratio by the effect of any expense offset
arrangements with its service providers. The expense ratios for each of
the prior periods have not been adjusted to reflect this change.
See notes to financial statements
68
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Supplementary Data
<TABLE>
<CAPTION>
Minnesota Portfolio New Jersey Portfolio
------------------------------------------------ -----------------------------------------------
Year Ended Year Ended
------------------------------------------------ -----------------------------------------------
July 31, Sept. 30, July 31, Sept. 30,
------------------------------------ --------- ----------------------------------- ---------
1997 1996 1995 1994* 1993** 1997 1996 1995 1994* 1993**
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average daily
net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses /(1)/ 0.47% 0.48% 0.47% 0.45%+ 0.40%+ 0.54% 0.53% 0.52% 0.50%+ 0.50%+
Net expenses, after
custodian fee reduction 0.44% 0.46% -- -- -- 0.52% 0.52% -- -- --
Net investment income 5.71% 5.69% 5.83% 5.50%+ 5.58%+ 5.84% 5.82% 5.96% 5.62%+ 5.67%+
Portfolio Turnover 22% 45% 76% 20% 10% 24% 39% 54% 25% 12%
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year
(000s omitted) $70,674 $76,090 $82,968 $84,005 $67,019 $352,772 $386,244 $411,038 $423,854 $393,677
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
** For the period from the start of business, February 1, 1993, to September
30, 1993.
/(1)/ The expense ratios for the year ended July 31, 1996 and periods thereafter
have been adjusted to reflect a change in reporting requirements. The new
reporting guidelines require each Portfolio to increase its expense ratio
by the effect of any expense offset arrangements with its service
providers. The expense ratios for each of the prior periods have not been
adjusted to reflect this change.
See notes to financial statements
69
<PAGE>
EV Municipals Portfolios as of July 31, 1997
FINANCIAL STATEMENTS CONT'D
Supplementary Data
<TABLE>
<CAPTION>
Pennsylvania Portfolio Texas Portfolio
--------------------------------------------- -----------------------------------------------
Year Ended Year Ended
--------------------------------------------- -----------------------------------------------
July 31, Sept. 30, July 31, Sept. 30,
------------------------------------ --------- --------------------------------- -----------
1997 1996 1995 1994* 1993** 1997 1996 1995 1994* 1993**
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average daily
net assets:
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses /(1)/ 0.55% 0.54% 0.49% 0.48%+ 0.50%+ 0.37% 0.32% 0.08% 0.00%+ 0.03%+
Net expenses, after
custodian fee reduction 0.51% 0.50% -- -- -- 0.35% 0.27% -- -- --
Net investment income 5.96% 5.90% 6.02% 5.66%+ 5.71%+ 5.79% 5.81% 6.20% 5.69%+ 5.82%+
Portfolio Turnover 17% 30% 44% 21% 17% 17% 39% 49% 27% 8%
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year
(000s omitted) $402,221 $448,182 $502,250 $536,786 $497,001 $21,676 $24,367 $28,227 $27,589 $16,029
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
++ The operating expenses of the Texas Portfolio may reflect a reduction of the
Investment Adviser fee and/or an allocation of expenses to the Investment
Adviser. Had such action not been taken, the ratios would have been as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Expenses /(1)/ 0.42% 0.35% 0.37%+ 0.42%+
Expenses after custodian fee reduction 0.37% -- -- --
Net investment income 5.71% 5.93% 5.32%+ 5.43%+
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Annualized.
* For the ten months ended July 31, 1994.
** For the period from the start of business, February 1, 1993, to September
30, 1993.
/(1)/ The expense ratios for the years ended July 31, 1996 and periods
thereafter have been adjusted to reflect a change in reporting
requirements. The new reporting guidelines require each Portfolio to
increase its expense ratio by the effect of any expense offset
arrangements with its service providers. The expense ratios for each of
the prior periods have not been adjusted to reflect this change.
See notes to financial statements
70
<PAGE>
EV Municipals Portfolio as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS
1 Significant Accounting Policies
-----------------------------------------------------------------------------
Arizona Municipals Portfolio (Arizona Portfolio), Colorado Municipals
Portfolio (Colorado Portfolio), Connecticut Municipals Portfolio (Connecticut
Portfolio), Michigan Municipals Portfolio (Michigan Portfolio), Minnesota
Municipals Portfolio (Minnesota Portfolio), New Jersey Municipals Portfolio
(New Jersey Portfolio), Pennsylvania Municipals Portfolio (Pennsylvania
Portfolio) and Texas Municipals Portfolio (Texas Portfolio), collectively the
Portfolios, are registered under the Investment Company Act of 1940 as
non-diversified open-end management investment companies which were organized
as trusts under the laws of the State of New York on May 1, 1992. The
Declarations of Trust permit the Trustees to issue interests in the
Portfolios. The following is a summary of significant accounting policies of
the Portfolios. 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 and options
on futures contracts listed on commodity exchanges are valued at closing
settlement prices. Over-the-counter options on financial futures contracts
are normally valued at the mean between the latest bid and asked prices.
Short-term obligations, maturing in sixty days or less, are valued at
amortized cost, which approximates value. Investments for which valuations or
market quotations are unavailable are valued at fair value using methods
determined in good faith by or at the direction of the Trustees.
B Income -- Interest income is determined on the basis of interest accrued,
adjusted for amortization of premium or discount when required for federal
income tax purposes.
C Income Taxes -- The Portfolios are treated as partnerships for federal tax
purposes. No provision is made by the Portfolios for federal or state taxes
on any taxable income of the Portfolios because each investor in the
Portfolios is ultimately responsible for the payment of any taxes. Since some
of the Portfolios' investors are regulated investment companies that invest
all or substantially all of their assets in the Portfolios, the Portfolios
normally must satisfy the applicable source of income and diversification
requirements (under the Internal Revenue Code) in order for their respective
investors to satisfy them. The Portfolios will allocate at least annually
among their respective investors each investor's distributive share of the
Portfolios' 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 Portfolios 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 each 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 a 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, a 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 a Portfolio ("margin maintenance") each day, dependent on
the daily fluctuations in the value of the underlying security, and are
recorded for book purposes as unrealized gains or losses by a Portfolio. A
Portfolio's investment in financial futures contracts is designed only to
hedge against anticipated future changes in interest rates. Should interest
rates move unexpectedly, a Portfolio may not achieve the anticipated benefits
of the financial futures contracts and may realize a loss.
F Options on Financial Futures Contracts -- Upon the purchase of a put option
on a financial futures contract by a Portfolio, the premium paid is recorded
as an investment, the value of which is marked-to-market daily. When a
purchased option expires, a Portfolio will realize a loss in the amount of
the cost of the option. When a Portfolio enters into a closing sale
transaction, the Portfolio will realize a gain or loss depending on whether
the sales proceeds from the closing sale transaction are greater or less than
the cost of the option. When a Portfolio exercises a put option, settlement
is made in cash. The risk associated with purchasing options is limited to
the premium originally paid.
G When-issued and Delayed Delivery Transactions -- The Portfolios may engage
in when-issued or delayed delivery transactions. The Portfolios
71
<PAGE>
EV Municipals Portfolio as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
record when-issued securities on trade date and maintain security positions
such that sufficient liquid assets will be available to make payments for the
securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked-to-market daily and begin earning interest on
settlement date.
H Other -- Investment transactions are accounted for on a trade date basis.
I Expense Reduction -- Investors Bank & Trust Company (IBT) serves as
custodian of the Portfolios. Pursuant to the custodian agreements, IBT
receives a fee reduced by credits which are determined based on the average
daily cash balances each Portfolio maintains with IBT. All significant credit
balances used to reduce each Portfolio's custodian fees are reported as a
reduction of expenses in the Statement of Operations.
J Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expense during the reporting period. Actual results could
differ from those estimates.
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 each Portfolio.
The fee is based upon a percentage of average daily net assets plus a
percentage of gross income (i.e., income other than gains from the sale of
securities). For the year ended July 31, 1997, each Portfolio paid advisory
fees as follows:
<TABLE>
<CAPTION>
Portfolio Amount Effective Rate*
----------------------------------------------------------------
<S> <C> <C>
Arizona $ 482,775 0.40%
Colorado 113,698 0.26%
Connecticut 771,883 0.43%
Michigan 676,686 0.42%
Minnesota 252,187 0.35%
New Jersey 1,707,028 0.46%
Pennsylvania 1,982,739 0.47%
Texas 41,158 0.18%
</TABLE>
* Advisory fees paid as a percentage of average daily net assets.
Except as to Trustees of the Portfolios who are not members of EVM's or BMR's
organization, officers and Trustees receive remuneration for their services
to the Portfolios out of such investment adviser fee.
Trustees of the Portfolios that are not affiliated with the Investment
Adviser may elect to defer receipt of all or a percentage of their annual
fees in accordance with the terms of the Trustees Deferred Compensation Plan.
For the year ended July 31, 1997, no significant amounts have been deferred.
Certain of the officers and Trustees of the Portfolios are officers and
directors/trustees of the above organizations.
3 Investments
------------------------------------------------------------------------------
Purchases and sales of investments, other than U.S. Government securities,
purchased options and short-term obligations, for the year ended July 31,
1997 were as follows:
<TABLE>
<S> <C>
Arizona Portfolio
------------------------------------------------------------------------------
Purchases $12,128,826
Sales 39,144,161
Colorado Portfolio
------------------------------------------------------------------------------
Purchases $ 6,054,087
Sales 11,606,010
Connecticut Portfolio
------------------------------------------------------------------------------
Purchases $19,479,187
Sales 43,558,639
Michigan Portfolio
------------------------------------------------------------------------------
Purchases $25,182,510
Sales 60,493,772
Minnesota Portfolio
------------------------------------------------------------------------------
Purchases $15,827,661
Sales 24,808,420
</TABLE>
72
<PAGE>
EV Municipals Portfolio as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
<TABLE>
<S> <C>
New Jersey Portfolio
------------------------------------------------------------------------------
Purchases $ 87,291,588
Sales 141,546,106
Pennsylvania Portfolio
------------------------------------------------------------------------------
Purchases $ 71,293,527
Sales 145,751,814
Texas Portfolio
------------------------------------------------------------------------------
Purchases $ 3,930,670
Sales 8,145,375
</TABLE>
4 Federal Income Tax Basis of Investments
-------------------------------------------------------------------------------
The cost and unrealized appreciation (depreciation) in value of the
investments owned by each Portfolio at July 31, 1997, as computed on a federal
income tax basis, are as follows:
<TABLE>
<S> <C>
Arizona Portfolio
------------------------------------------------------------------------------
Aggregate Cost $100,333,893
------------------------------------------------------------------------------
Gross unrealized appreciation $ 10,701,415
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 10,701,415
------------------------------------------------------------------------------
Colorado Portfolio
------------------------------------------------------------------------------
Aggregate Cost $ 38,187,386
------------------------------------------------------------------------------
Gross unrealized appreciation $ 3,910,265
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 3,910,265
------------------------------------------------------------------------------
Connecticut Portfolio
------------------------------------------------------------------------------
Aggregate Cost $162,032,152
------------------------------------------------------------------------------
Gross unrealized appreciation $ 9,577,332
Gross unrealized depreciation (6,926)
------------------------------------------------------------------------------
Net unrealized appreciation $ 9,570,406
------------------------------------------------------------------------------
Michigan Portfolio
------------------------------------------------------------------------------
Aggregate Cost $133,350,836
------------------------------------------------------------------------------
Gross unrealized appreciation $ 13,046,983
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 13,046,983
------------------------------------------------------------------------------
Minnesota Portfolio
------------------------------------------------------------------------------
Aggregate Cost $ 63,057,066
------------------------------------------------------------------------------
Gross unrealized appreciation $ 6,537,383
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 6,537,383
------------------------------------------------------------------------------
New Jersey Portfolio
------------------------------------------------------------------------------
Aggregate Cost $316,103,220
------------------------------------------------------------------------------
Gross unrealized appreciation $ 32,903,699
Gross unrealized depreciation (37,506)
------------------------------------------------------------------------------
Net unrealized appreciation $ 32,866,193
------------------------------------------------------------------------------
Pennsylvania Portfolio
------------------------------------------------------------------------------
Aggregate Cost $359,688,720
------------------------------------------------------------------------------
Gross unrealized appreciation $ 35,071,655
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 35,071,655
------------------------------------------------------------------------------
Texas Portfolio
------------------------------------------------------------------------------
Aggregate Cost $ 20,172,048
------------------------------------------------------------------------------
Gross unrealized appreciation $ 1,829,380
Gross unrealized depreciation --
------------------------------------------------------------------------------
Net unrealized appreciation $ 1,829,380
------------------------------------------------------------------------------
</TABLE>
5 Line of Credit
------------------------------------------------------------------------------
The Portfolios participate with other portfolios and funds managed by BMR and
EVM and their affiliates in a committed $120 million unsecured line of credit
agreement with a group of banks. Borrowings will be made by the
73
<PAGE>
EV Municipals Portfolio as of July 31, 1997
NOTES TO FINANCIAL STATEMENTS CONT'D
portfolios or funds 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 the bank's base rate or at an
amount above either the bank's adjusted certificate of deposit rate,
Eurodollar rate or federal funds effective rate. In addition, a fee computed
at an annual rate of 0.15% on the daily unused portion of the facility is
allocated among the participating portfolios and funds at the end of each
quarter. At July 31, 1997, the Colorado Portfolio, Connecticut Portfolio,
Minnesota Portfolio, New Jersey Portfolio, Pennsylvania Portfolio and Texas
Portfolio had balances outstanding pursuant to this line of credit of $3,000,
$478,000, $131,000, $540,000, $1,962,000 and $134,000, respectively. At July
31, 1997, the average daily loan balance was $190,722 and the average interest
rate was 5.95% for the Texas Portfolio. The maximum borrowing outstanding for
the Texas Portfolio at any time during the year ended July 31, 1997 was
$892,000. The Portfolios (with the exception of the Texas Portfolio) did not
have any significant borrowings or allocated fees during the year ended July
31, 1997.
6 Financial Instruments
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The Portfolios regularly trade 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 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 a Portfolio
has in particular classes of financial instruments and does not necessarily
represent the amounts potentially subject to risk. The measurement of the
risks associated with these instruments is meaningful only when all related
and offsetting transactions are considered.
A summary of obligations under these financial instruments at July 31, 1997,
is as follows:
<TABLE>
<CAPTION>
Futures
Contracts
Expiration Net Unrealized
Portfolio Date Contracts Position Depreciation
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arizona 9/97 93 U.S. Treasury Bonds Short $ 628,273
- -----------------------------------------------------------------------------------------
Colorado 9/97 33 U.S. Treasury Bonds Short 222,936
- -----------------------------------------------------------------------------------------
Connecticut 9/97 83 U.S. Treasury Bonds Short 560,717
- -----------------------------------------------------------------------------------------
Michigan 9/97 147 U.S. Treasury Bonds Short 1,002,965
- -----------------------------------------------------------------------------------------
Minnesota 9/97 65 U.S. Treasury Bonds Short 469,656
- -----------------------------------------------------------------------------------------
New Jersey 9/97 140 U.S. Treasury Bonds Short 1,047,590
- -----------------------------------------------------------------------------------------
Pennsylvania 9/97 378 U.S. Treasury Bonds Short 2,579,054
- -----------------------------------------------------------------------------------------
Texas 9/97 12 U.S. Treasury Bonds Short 81,068
- -----------------------------------------------------------------------------------------
</TABLE>
At July 31, 1997, the Portfolios had sufficient cash and/or securities to
cover margin requirements on open futures contracts.
74
<PAGE>
EV Municipals Portfolio as of July 31, 1997
INDEPENDENT AUDITORS' REPORT
To the Trustees and Investors of: Arizona Municipals Portfolio, Colorado
Municipals Portfolio, Connecticut Municipals Portfolio, Michigan Municipals
Portfolio, Minnesota Municipals Portfolio, New Jersey Municipals Portfolio,
Pennsylvania Municipals Portfolio, and Texas Municipals Portfolio
- --------------------------------------------------------------------------------
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of Arizona Municipals Portfolio, Colorado
Municipals Portfolio, Connecticut Municipals Portfolio, Michigan Municipals
Portfolio, Minnesota Municipals Portfolio, New Jersey Municipals Portfolio,
Pennsylvania Municipals Portfolio and Texas Municipals Portfolio as of July 31,
1997, the related statements of operations for the year then ended, the
statements of changes in net assets for the years ended July 31, 1997 and 1996
and supplementary data for the years ended July 31, 1997, 1996 and 1995, the ten
months ended July 31, 1994, and for the period from the start of business,
February 1, 1993 to September 30, 1993. These financial statements and
supplementary data are the responsibility of the Trusts' management. Our
responsibility is to express an opinion on the financial statements and
supplementary data based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and supplementary
data are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at July 31,
1997, by correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other audit procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and supplementary data present fairly,
in all material respects, the financial positions of Arizona Municipals
Portfolio, Colorado Municipals Portfolio, Connecticut Municipals Portfolio,
Michigan Municipals Portfolio, Minnesota Municipals Portfolio, New Jersey
Municipals Portfolio, Pennsylvania Municipals Portfolio and Texas Municipals
Portfolio at July 31, 1997, the results of their operations, the changes in
their net assets and their supplementary data for the respective stated periods
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 5, 1997
75
<PAGE>
EV Marathon Municipal Funds as of July 31, 1997
INVESTMENT MANAGEMENT
EV Marathon Municipals Funds
Officers Independent Trustees
Thomas J. Fetter Donald R. Dwight
President President, Dwight Partners, Inc.
Chairman, Newspaper of New England, Inc.
James B. Hawkes
Vice President and Trustee Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment
Robert B. MacIntosh Banking, Harvard University Graduate
Vice President School of Business Administration
James L. O'Connor Norton H. Reamer
Treasurer President and Director, United Asset
Management Corporation
Alan R. Dynner
Secretary John L. Thorndike
Formerly Director, Fiduciary Company
Incorporated
Jack L. Treynor
Investment Adviser and Consultant
Municipals Portfolio Independent Trustees
Officers Donald R. Dwight
President, Dwight Partners, Inc.
Thomas J. Fetter Chairman, Newspaper of New England, Inc.
President
Samuel L. Hayes, III
James B. Hawkes Jacob H. Schiff Professor of Investment
Vice President and Trustee Banking, Harvard University Graduate
School of Business Administration
Robert B. MacIntosh
Vice President of Arizona, Norton H. Reamer
Colorado, Connecticut, President and Director, United Asset
Michigan, Minnesota, New Management Corporation
Jersey, Pennsylvania and
Texas Municipals Portfolios John L. Thorndike
and Portfolio Manager of Formerly Director, Fiduciary Company
Minnesota and New Jersey Incorporated
Municipals Portfolios
Jack L. Treynor
Cynthia J. Clemson Investment Adviser and Consultant
Vice President and Portfolio
Manager of Arizona
Municipals Portfolio
William H. Ahearn, Jr.
Vice President and Portfolio
Manager of Colorado
Municipals Portfolio
Nicole Anderes
Vice President and Portfolio
Manager of Connecticut and
Texas Municipals Portfolios
Timothy T. Browse
Vice President and Portfolio
Manager of Michigan and
Pennsylvania Municipals Portfolios
James L. O'Connor
Treasurer
Alan R. Dynner
Secretary
76
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<PAGE>
Investment Advisor of the Portfolio
Boston Management and Research
24 Federal Street
Boston, MA 02110
Administrator of the Funds
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
200 Clarendon Street, 16th Floor
Boston, MA 02116
Transfer Agent
First Data Investor Services Group
Attention: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
Independent Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110
Eaton Vance
Municipals Trust
24 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
This report must be preceded or accompanied by a current prospectus which
contains more complete information on the Fund, including its sales charges and
expenses. Please read the prospectus carefully before you invest or send money.
- --------------------------------------------------------------------------------
M-8CSRC-8/97
