NAVIGATOR TAX FREE MONEY MARKET FUND INC
N-30D, 1995-04-28
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<PAGE>   1
 
     ---------------------------------------------------------------------------
     ANNUAL REPORT TO SHAREHOLDERS                             FEBRUARY 28, 1995
     ---------------------------------------------------------------------------
                                     [NAVIGATOR TAX-FREE MONEY MARKET FUND LOGO]
                                        A MEMBER OF THE NAVIGATOR GROUP OF FUNDS
 
     ---------------------------------------------------------------------------
<PAGE>   2
 
         PRESIDENT'S LETTER
                                                                  April 20, 1995
         Dear Shareholder:
 
         *What a difference a year makes! At the beginning of the Fund's fiscal
         year, the Federal Reserve targeted the Federal Funds rate at 3.25%; the
         yield on the 1-year Treasury bill stood at 3.97%; and, the 30-year
         Treasury Bond offered investors a yield of 6.67%. The Greenspan Fed
         took to fighting inflationary expectations with a vengeance over the
         last twelve months, resulting in yields on February 28, 1995 of 6.00%,
         6.41% and 7.44%, respectively. While the Treasury bill and Treasury
         bond yields are below their recent highs, the market's long-term
         outlook for inflation is, at least momentarily, under control. Further
         supporting the lower inflationary expectations, the spot price of gold
         ended the fiscal year lower than it began. Industrial production and
         capacity utilization; however, are operating at levels considered
         inflationary by historical standards. The recent slowdown in the auto
         and housing sectors appear to be confirming that the preemptive actions
         by the Fed are achieving their goals. Meanwhile the domestic economy
         continues to grow; the unemployment rate is one full percentage point
         below its year-earlier level, and personal income has risen eleven of
         the last twelve months ending in February.
 
         The early December bankruptcy filing by the once financially prosperous
         Orange County, California has proven to be the tip of the iceberg with
         respect to instruments that derive at least a portion of their value
         from other instruments. While the worst of the sudden price declines of
         these derivative securities may be over, additional cases of financial
         strain may return to the headlines in the months ahead as
         municipalities' begin preparing their financial records for year-end
         audit. We are pleased to inform you that the Navigator Tax-Exempt Money
         Market Fund did not have any direct exposure to Orange County debt.
 
         As many of you already know, Frank Bruzda has retired as Chairman of
         the Navigator Funds. I would like to thank Frank for his contributions
         to the Tax-Free Fund and to wish him well in his future endeavors.
         Please be assured that our commitment to provide a high quality product
         with an above average yield will continue in the years to come. Thank
         you for your interest and continued support.
 
         Sincerely,

         /s/ R. J. WALKER
         ---------------------
         Robert J. Walker, Jr.
         President
 
 1
<PAGE>   3
 
         INVESTMENT REPORT
 
         * The Fed's aggressive stance on the inflationary front resulted in
         tax-exempt money market yields generally moving higher over the twelve
         month period ending February 28, 1995. As an example, 90-day tax-exempt
         commercial paper started the fiscal year offering investors a yield of
         2.65% and rose steadily to the 4.25% area by calendar year-end. As the
         markets began to accept the notion that runaway inflation was not
         likely to occur, yields in this maturity sector declined. By the end of
         the Fund's fiscal year, 4.10% was the norm. As mentioned in the
         Chairman's Letter, the level of interest rates was not the sole concern
         for tax-exempt investors. The Orange County debacle shook the markets
         in a manner never before experienced. This after-shock, in combination
         with the Federal Reserve's 275 basis point increase in the targeted
         level for Fed Funds, had a substantial impact on all fixed income
         securities. The overall, long-term impact of the Orange County
         situation should be very positive for the municipal industry.
         Investment responsibilities at the municipal level have been, or are
         being, reviewed, and investors have become more conscious of credit
         risk as well as of some of the potential factors that influence credit
         risk.
 
         In the latest semi-annual period, the Fund's weighted average maturity
         ranged from a high of approximately 60 days to a low of 35 days. Early
         in this period, the advisor implemented a structural change to the
         portfolio in which the average maturity was permitted to shorten in
         anticipation of two events: a tighter monetary policy by the Fed, and
         technical pressures associated with December 31. Both events were
         expected to result in higher yields in the tax-exempt money market
         sector. Market participants were surprised by the bankruptcy filing by
         Orange County and the flight to quality that resulted. At this mid-
         December time, the Fund began a limited extension program that
         attempted to avoid the pit-falls of tight supply that typically occur
         during the month of January. This program accomplished this goal just
         as the Fed hiked interest rates another 50 basis points in early
         February.
 
         Looking ahead, the April 15/17 tax date typically places upward
         pressure on tax-exempt yields, and this year should not be any
         different. Working against this upward bias is the fact that while many
         market participants expect the Fed to increase rates one more time, the
         general trend is no longer for higher rates, but for stable to
         declining rates. This philosophy tends to reduce the inflation premium
         that often gives longer maturities more attractive yields. As a result,
         the risk is that very short maturity instruments may experience
         marginal increases in yield, while issues whose maturities are in the
         one-year sector may actually see their yield decline. Should the
         perception of this "one-more tightening" scenario build, the Fund's
         advisor would look to extend the average maturity. A weighted average
         maturity of 50-60 days would appear to become desirable. As in the
         past, we continue to mandate only the highest quality securities.
 
 2
<PAGE>   4
 
         PORTFOLIO STATISTICS
 
<TABLE>
<CAPTION>
                                            Average                 Average
                                            Monthly    Compound     Maturity
                              Month          Yield      Yield*    (Month-end)
          <S>        <C>                      <C>        <C>           <C>         
          ------------------------------------------------------------------------
          1994       March                    2.20%      2.22%         37 days
                     April                    2.33       2.36          41
                     May                      2.60       2.64          53
                     June                     2.47       2.50          51
                     July                     2.45       2.48          58
                     August                   2.81       2.85          49
                     September                3.02       3.06          58
                     October                  3.03       3.07          48
                     November                 3.27       3.32          37
                     December                 3.69       3.75          48
          1995       January                  3.33       3.39          36
                     February                 3.67       3.74          40
                     ---------------------   ------     ------        --------
                     Average Annualized
                         Yields and Maturity  2.91%      2.95%         46 days
                                             ------     ------        --------
                                             ------     ------        --------
</TABLE>
 
         *Compound yields assume reinvestment of dividends.
         PORTFOLIO COMPOSITION
         AS OF FEBRUARY 28, 1995
 
<TABLE>
<CAPTION>
                                         Amount
                                      (Face Value)       % of Portfolio
          <S>                           <C>                 <C>            
          ------------------------------------------------------------------
          Floating Rate Securities:
                 Daily Liquidity         $  8,100,000           7.9%   
                 7-Day Liquidity           53,305,000          52.3   
          Notes and Bonds                  16,250,000          16.0   
          Tax-Exempt Commercial Paper      14,470,000          14.2   
          Put Bonds                         9,750,000           9.6   
                                          -----------        -------- 
                                         $101,875,000         100.0%   
                                          -----------        -------- 
                                          -----------        -------- 
</TABLE>                             
 
         PORTFOLIO QUALITY
         AS OF FEBRUARY 28, 1995
 
<TABLE>
<CAPTION>
            Moody's Ratings                                               % of Portfolio
          <S>                  <C>                                        <C>            
          --------------------------------------------------------------------------------------
          "MIG-1/VMIG-1"       Highest Quality Short-term Instruments          37.4%
          "Prime-1"            Highest Quality
                                 Tax-Exempt Commercial Paper                   62.6
          "Aaa"                Best Quality Bonds                               0.0
          "Aa"                 High Quality Bonds                               0.0
                                                                             --------
                                                                              100.0%
                                                                             --------
                                                                             --------
</TABLE>
 
 3
<PAGE>   5
 
      FINANCIAL STATEMENTS
      Schedule of Investments
      February 28, 1995
<TABLE>
<CAPTION>
          PAR                SECURITIES               VALUE
      ----------   ------------------------------- ------------
      <S>                                          <C>
      MUNICIPAL SECURITIES -- 94.92%
      CALIFORNIA -- 2.79%
      $ 3,000,000  California Higher Education
                     Loan Auth., Student Loan Rev.
                     Rfdg. Bonds,
                     3.90% Put due 07/01/95....... $  3,000,000
                                                    -----------
                   TOTAL CALIFORNIA...............    3,000,000
      ---------------------------------------------------------
      COLORADO -- 2.14%
        2,300,000  Moffat County, PCR Rfdg. Bonds
                     (Colorado UTE Electric Assn.
                     Project),
                     4.15% VRDO due 03/01/95......    2,300,000
                                                    -----------
                   TOTAL COLORADO.................    2,300,000
      ---------------------------------------------------------
      FLORIDA -- 6.15%
        3,000,000  Broward County HFA,
                     MFHR Bonds
                     (Landings of Inverrary),
                     4.00% VRDO due 03/02/95......    3,000,000
        1,500,000  Florida HFA, MFHR Bonds
                     (Country Club Apts.),
                     3.95% VRDO due 03/01/95......    1,500,000
        2,100,000  Florida HFA, MFHR Bonds
                     (Hampton Lakes Project),
                     4.15% VRDO due 03/01/95......    2,100,000
                                                    -----------
                   TOTAL FLORIDA..................    6,600,000
      ---------------------------------------------------------
      ILLINOIS -- 1.21%
        1,300,000  Illinois HFA, IDR Bonds
                     (Midwest Cambridge),
                     4.05% VRDO due 03/01/95......    1,300,000
                                                    -----------
                   TOTAL ILLINOIS.................    1,300,000
      ---------------------------------------------------------
      INDIANA -- 3.82%
        4,100,000  Gary, Environmental Improvement
                     Rev.
                     Rfdg. Bonds
                     (USX),
                     4.15% VRDO due 03/15/95......    4,100,000
                                                    -----------
                   TOTAL INDIANA..................    4,100,000
      ---------------------------------------------------------
      IOWA -- 0.93%
        1,000,000  Waterloo, IA IDR Bonds
                     (Waterloo Civic Center
                     Hotel),
                     4.10% VRDO due 03/01/95......    1,000,000
                                                    -----------
                   TOTAL IOWA.....................    1,000,000
      ---------------------------------------------------------
      KANSAS -- 2.81%
        2,020,000  Burlington, KS PCR Bonds
                     (Kansas Electric
                     Power/Natural Rural
                     Utilities),
                     4.10% CP due 05/11/95........    2,020,000

<CAPTION>
          PAR                SECURITIES               VALUE
      ----------   ------------------------------- ------------
      <S>                                          <C>
      KANSAS -- (CONTINUED)
      $ 1,000,000  Burlington, KS PCR Bonds
                     (Kansas Electric
                     Power/Natural Rural
                     Utilities),
                     4.10% CP due 05/11/95........ $  1,000,000
                                                    -----------
                   TOTAL KANSAS...................    3,020,000
      ---------------------------------------------------------
      LOUISIANA -- 1.12%
        1,200,000  Louisiana Recovery District
                     Sales Tax Bonds,
                     3.75% VRDO due 03/01/95......    1,200,000
                                                    -----------
                   TOTAL LOUISIANA................    1,200,000
      ---------------------------------------------------------
      MARYLAND -- 2.79%
        3,000,000  Montgomery County, MD Housing
                     Opportunity Commission MFHR
                     Bonds (Falklands Apts.),
                     4.15% VRDO due 03/01/95......    3,000,000
                                                    -----------
                   TOTAL MARYLAND.................    3,000,000
      ---------------------------------------------------------
      MASSACHUSETTS -- 3.07%
        1,300,000  Massachusetts Dedicated Income
                     Tax Bonds, Fiscal Recovery
                     Loan,
                     3.65% VRDO due 03/01/95......    1,300,000
        2,000,000  Massachusetts Industrial Fin.
                     Agency, PCR Rfdg. Bonds (New
                     England Power), 4.20% CP due
                     04/24/95.....................    2,000,000
                                                    -----------
                   TOTAL MASSACHUSETTS............    3,300,000
      ---------------------------------------------------------
      MISSOURI -- 6.52%
        1,000,000  Missouri Environmental
                     Improvement & Energy
                     Resources Auth., PCR Bonds
                     (Union Electric),
                     3.75% Put due 06/01/95.......    1,000,000
        4,500,000  Missouri Environmental
                     Improvement & Energy
                     Resources Auth., PCR Bonds
                     (Union Electric),
                     3.75% Put due 06/01/95.......    4,500,000
        1,500,000  Missouri Environmental
                     Improvement & Energy
                     Resources Auth., PCR Bonds
                     (Monsanto),
                     4.05% VRDO due 03/01/95......    1,500,000
                                                    -----------
                   TOTAL MISSOURI.................    7,000,000
      ---------------------------------------------------------
      NEVADA -- 4.66%
        5,000,000  Clark County, IDR Bonds
                     (Nevada Power),
                     4.70% VRDO due 03/01/95......    5,000,000
                                                    -----------
                   TOTAL NEVADA...................    5,000,000
      ---------------------------------------------------------
</TABLE>
 
 4
<PAGE>   6
<TABLE>
<CAPTION>
          PAR                SECURITIES               VALUE
      ----------   ------------------------------- ------------
      <S>                                          <C>
      NEW JERSEY -- 3.73%
      $ 4,000,000  New Jersey State TRANs, 5.00%
                     due 06/15/95................. $  4,006,156
                                                    -----------
                   TOTAL NEW JERSEY...............    4,006,156
      ---------------------------------------------------------
      NEW YORK -- 3.03%
        3,250,000  Nassau County, BANs,
                     4.50% due 08/15/95...........    3,256,459
                                                    -----------
                   TOTAL NEW YORK.................    3,256,459
      ---------------------------------------------------------
      PENNSYLVANIA -- 22.89%
           55,000  Auth. for Improvements in
                     Municipalities, Allegheny
                     County, Hospital
                     Equip. Rev. Bonds,
                     4.00% VRDO due 03/01/95......       55,000
        2,000,000  Beaver County IDA, PCR
                     Rfdg. Bonds
                     (Duquesne Light),
                     4.05% VRDO due 03/01/95......    2,000,000
        2,100,000  Delaware County IDA, Solid
                     Waste Rev. Bonds
                     (Scott Paper),
                     4.10% VRDO due 03/01/95......    2,100,000
        1,800,000  Delaware County IDA, Solid
                     Waste Rev. Bonds
                     (Scott Paper),
                     4.05% VRDO due 03/01/95......    1,800,000
        2,000,000  Lackawanna County IDA, IDR
                     Bonds (National Book),
                     4.50% VRDO due 03/01/95......    2,000,000
        4,000,000  Montgomery County IDA, PCR
                     Rfdg. Bonds (PECO),
                     4.25% CP due 05/18/95........    4,000,000
        4,000,000  Pennsylvania State Tax
                     Anticipation Notes,
                     4.75% due 06/30/95...........    4,009,137
        3,600,000  Pennsylvania Higher Education
                     Fac. Auth., Pooled Fin.
                     Rev. Bonds,
                     4.10% VRDO due 03/01/95......    3,600,000
        3,000,000  Philadelphia, TRANs,
                     4.75% due 06/15/95...........    3,007,565
        2,000,000  Pennsylvania Higher Educational
                     University Funding Obligation
                     (Temple University),
                     4.50% due 05/24/95...........    2,003,102
                                                    -----------
                   TOTAL PENNSYLVANIA.............   24,574,804
      ---------------------------------------------------------
 
<CAPTION>
          PAR                SECURITIES               VALUE
      ----------   ------------------------------- ------------
      <S>                                          <C>
      SOUTH DAKOTA -- 4.01%
      $ 4,300,000  Lawrence County, PCR Bonds
                     (Homestake Mining),
                     4.40% VRDO due 03/01/95...... $  4,300,000
                                                    -----------
                   TOTAL SOUTH DAKOTA.............    4,300,000
      ---------------------------------------------------------
      TEXAS -- 13.74%
        2,200,000  Brazos River Auth. PCR
                     Rfdg. Bonds
                     (Monsanto),
                     4.05% VRDO due 03/01/95......    2,200,000
        2,450,000  Brazos River Harbor, Navigation
                     District, PCR Rfdg. Bonds
                     (Dow Chemical),
                     3.90% CP due 04/11/95........    2,450,000
        3,000,000  Brazos River Harbor, Navigation
                     District, Adj Tender PCR
                     Rfdg. Bonds
                     (Dow Chemical),
                     4.00% CP due 04/06/95........    3,000,000
        3,500,000  Harris County HFDC,
                     Rev. Bonds
                     (St. Lukes Episcopal
                     Hospital),
                     3.75% VRDO due 03/01/95......    3,500,000
        1,000,000  North Central HFDC, Hospital
                     Rev. Bonds
                     (Presbyterian Medical
                     Center),
                     3.80% VRDO due 03/01/95......    1,000,000
        1,100,000  North Central HFDC, Hospital
                     Rev. Bonds
                     (Presbyterian Medical
                     Center),
                     3.80% VRDO due 03/01/95......    1,100,000
        1,500,000  Port of Corpus Christi, Auth.
                     of Nueces County Marine Term
                     Rev. Bonds,
                     4.35% VRDO due 03/01/95......    1,500,000
                                                    -----------
                   TOTAL TEXAS....................   14,750,000
      ---------------------------------------------------------
      VERMONT -- 1.17%
        1,250,000  Vermont Education & Health
                     Building Fin. Agency, Adj.
                     Rate Rev. Bonds
                     (Middlebury College),
                     3.55% Put due 05/01/95.......    1,250,000
                                                    -----------
                   TOTAL VERMONT..................    1,250,000
      ---------------------------------------------------------
</TABLE>
 
 5
<PAGE>   7
 
     Schedule of Investments (Cont.)
 
<TABLE>
<CAPTION>
          PAR                SECURITIES               VALUE
      ----------   ------------------------------- ------------
      <S>                                          <C>
      WASHINGTON -- 5.08%
      $ 3,000,000  Port of Seattle, Industrial
                     Dev. Corp. Rev. Bonds,
                     (Sysco Food Service Project),
                     4.10% VRDO due 03/01/95...... $  3,000,000
        2,450,000  Washington HFC, MFMR
                     Rfdg. Bonds,
                     4.35% VRDO due 03/01/95......    2,450,000
                                                    -----------
                   TOTAL WASHINGTON...............    5,450,000
      ---------------------------------------------------------
      WEST VIRGINIA -- 3.26%
        3,500,000  Pleasants County, PCR Bonds
                     (American Cyanamid),
                     4.20% VRDO due 03/01/95......    3,500,000
                                                    -----------
                   TOTAL WEST VIRGINIA............    3,500,000
      ---------------------------------------------------------
                   TOTAL MUNICIPAL SECURITIES.....  101,907,419
      ---------------------------------------------------------
      ---------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                    VALUE
                                                -------------
  <S>                                           <C>
   TOTAL INVESTMENTS -- 94.92% OF NET ASSETS
     (cost $101,951,908).......................
                                                $ 101,907,419
                                                -------------
                                                -------------
</TABLE>
       ------------------------
       BAN    =  Bond Anticipation Notes
       CP     =  Commercial Paper
       HFA    =  Housing Finance Agency/Authority
       HFC    =  Housing Finance Commission/Corporation
       HFDC   =  Health Facility Development Corporation
       IDA    =  Industrial Development Authority
       IDR    =  Industrial Development Revenue
       MFHR   =  Multi-Family Housing Revenue
       MFMR   =  Multi-Family Mortgage Revenue
       PCR    =  Pollution Control Revenue
       TRAN   =  Tax and Revenue Anticipation Notes
       VRDO   =  Variable Rate Demand Obligations -- The rate shown for
                 each of these obligations is the rate as of February 28,
                 1995 and the maturity shown is the date of the next
                 interest rate adjustment.
 
                            See accompanying notes.
 
 6
<PAGE>   8
 
         Statement of Assets and Liabilities
 
         As of February 28, 1995
 
<TABLE>
          <S>                                                                 <C>
          ASSETS:
            Investments at Market Value, (Cost $101,951,908)...............   $101,907,419
            Cash...........................................................      1,125,707
            Interest Receivable............................................        716,935
            Receivable for Securities Sold.................................      4,000,000
                                                                              ------------
               Total Assets................................................    107,750,061
                                                                              ------------
 
          LIABILITIES:
            Accrued Expenses...............................................         72,594
            Distributions Payable..........................................        320,065
                                                                              ------------
               Total Liabilities...........................................        392,659
                                                                              ------------
 
          NET ASSET........................................................   $107,357,402
                                                                              ------------
 
          NET ASSET VALUE & REDEMPTION PRICE PER SHARE.....................          $1.00
                                                                                    ------
                                                                                    ------
</TABLE>
 
                                 See accompanying notes.
 
 7
<PAGE>   9
 
         Statement of Operations
 
         For the Year Ended February 28, 1995
 
<TABLE>
          <S>                                                                 <C>
          INVESTMENT INCOME:
            Interest.......................................................   $3,982,401
                                                                              ----------
 
          EXPENSES:
            Investment Advisory Fees.......................................      316,517
            Less Investment Advisory Fees Waived by Management.............     (253,279)
            Administrative Fees............................................      126,473
            Custodian and Transfer Agent Fees..............................       76,235
            Insurance......................................................        9,980
            Professional Fees..............................................       36,175
            Registration and Filing Fees...................................       11,920
            Taxes -- other than Income.....................................       20,054
            Miscellaneous..................................................       26,280
                                                                              ----------
               Total Expenses..............................................      370,355
                                                                              ----------
 
          NET INVESTMENT INCOME............................................    3,612,046
 
            Net Realized Gain (Loss) on Securities Sold....................      (32,421)
                                                                              ----------
 
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............   $3,579,625
                                                                              ----------
                                                                              ----------
</TABLE>
 
                                 See accompanying notes.
 
 8
<PAGE>   10
 
         Statements of Changes in Net Assets
 
         For the Years Ended February 28, 1994 and February 28, 1995
 
<TABLE>
<CAPTION>
                                                                 3/01/94           3/01/93
                                                                TO 2/28/95        TO 2/28/94
                                                               ------------      ------------
          <S>                                                  <C>               <C>
          OPERATIONS:
            Net Investment Income...........................   $  3,612,046      $  3,972,140
            Net Realized Gain (Loss) Securities Sold........        (32,421)            2,860
                                                               ------------      ------------
            Net Increase in Net Assets
               Resulting from Operations....................      3,579,625         3,975,000
                                                               ------------      ------------
          DIVIDENDS DISTRIBUTED FROM:
            Net Investment Income...........................     (3,612,046)       (3,972,140)
            Net Realized Gain...............................             --                --
                                                               ------------      ------------
            Total Dividends Distributed.....................     (3,612,046)       (3,972,140)
                                                               ------------      ------------
          CAPITAL SHARE TRANSACTIONS:
            Proceeds from Shares Sold.......................    292,394,559       326,481,601
            Net Asset Value of Shares Issued
               upon Reinvestment of Dividends...............          7,912            47,121
            Cost of Shares Repurchased......................   (337,285,543)     (376,503,490)
                                                               ------------      ------------
            Net Decrease in Net Assets
               Derived from Capital Share Transactions......    (44,883,072)      (49,974,768)
                                                               ------------      ------------
 
               NET DECREASE IN NET ASSETS...................    (44,915,493)      (49,971,908)
 
          NET ASSETS:
            Beginning of Period.............................    152,272,895       202,244,803
                                                               ------------      ------------
            End of Period...................................   $107,357,402      $152,272,895
                                                               ------------      ------------
                                                               ------------      ------------
</TABLE>
 
                                 See accompanying notes.
 
 9
<PAGE>   11
 
         NOTES TO FINANCIAL STATEMENTS
 
         February 28, 1995
 
         NOTE 1 -- ORGANIZATION
         Navigator Tax-Free Money Market Fund (the "Fund") is a portfolio
         offered by Navigator Tax-Free Money Market Fund, Inc. (the "Company"),
         a no-load, diversified, open-end investment company registered under
         the Investment Company Act of 1940, as amended.
 
         Shares of the Fund are sold by Fairfield Group, Inc. ("Fairfield"), the
         Manager, only to banks and other institutional investors for the
         investment of their own funds, or funds for which they act in a
         fiduciary, agency, or custodial capacity.
 
         As Manager of the Company, Fairfield serves as the Fund's Investment
         Adviser, Administrator, and Distributor. Fairfield became a
         wholly-owned subsidiary of Legg Mason, Inc. on April 20, 1993.
 
         NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
         Interest income and expenses are recorded on an accrual basis. Interest
         income includes the pro rata amortization of premiums and discounts.
 
         Security transactions are accounted for on the date the securities are
         purchased or sold (trade date). On February 28, 1995, the Fund had a
         receivable for investment securities sold totalling $4,000,000.
         Investment securities are valued at amortized cost, which approximates
         market value. Realized gains and losses are determined by using the
         specific identification method. The net realized capital loss of
         $32,421 for the year ended February 28, 1995 resulted from sales of
         securities with proceeds and costs of $396,020,466 and $396,052,887,
         respectively.
 
         The fair value of securities for which prices cannot be determined
         using established procedures will be valued in good faith by the Board
         of Directors. No investments were so valued at February 28, 1995.
 
         Net investment income, determined as gross income less expenses, is
         declared as a dividend each day. Declared dividends are distributable
         to shareholders monthly on the first business day of the next month.
         Dividends payable at February 28, 1995 amounted to $320,065.
 
         No provision for federal income taxes is made since it is the intention
         of the Fund to qualify as a regulated investment company under the
         provisions of the Internal Revenue Code and to make requisite
         distributions to shareholders which will relieve it from Federal income
         and excise taxes.
 
         For federal income tax purposes, net realized capital losses generated
         in the Fund may be carried forward and applied against future capital
         gains.
 
         NOTE 3 -- INVESTMENT ADVISORY AND ADMINISTRATIVE FEES
         As Manager, Fairfield provides investment advisory and administrative
         services to the Fund pursuant to a Management Agreement dated April 17,
         1993. Under the terms of such Agreement, the Manager is entitled to
         receive an annual fee for investment advisory services of .25% on the
         first $1 billion of the average net assets of the Fund; .20% on the
         next $1 billion; and .15% on average net assets in excess of $2
         billion. Such fee is computed daily and paid monthly.
 
         The Manager is also entitled to receive an administrative fee at the
         annual rate of .10% on the Fund's average net assets. Such fee is
         computed daily and paid monthly.
 
         During the year ended February 28, 1995, the management fees
         (investment advisory and administrative) earned by Fairfield totalled
         $442,990. Of the investment advisory fees earned, $253,279 was
         voluntarily waived by the Manager in order to assist the Fund in
         maintaining a competitive expense ratio. At February 28, 1995,
         Fairfield was owed $4,373 (after partial fee waiver) for investment
         advisory services and $8,746 in administrative fees.
 
 10
<PAGE>   12
 
         NOTE 4 -- CUSTODIAN AND TRANSFER AGENT FEES
         Custodial services are provided to the Fund by CoreStates Bank, N.A.
         Fund/Plan Services, Inc. is the Fund's Transfer Agent and, as such,
         provides transfer agency, dividend disbursing, and bookkeeping
         services.
 
         NOTE 5 -- OTHER TRANSACTIONS WITH AFFILIATES
         Fairfield also serves as the Company's exclusive Distributor; however,
         it receives no fees for providing distribution services.
 
         Certain officers and directors of the Company are also officers and
         directors of Fairfield. Such officers and directors are paid no fees by
         the Fund for serving as officers and directors.
 
         The Fund has paid legal fees to a law firm with which the Secretary of
         the Company is associated.
 
         NOTE 6 -- CAPITAL SHARES
         At February 28, 1995, there were 2 billion shares of $.001 par value
         common stock authorized with respect to the Fund. Transactions in
         capital shares of the Fund during the periods indicated were as
         follows:
 
<TABLE>
<CAPTION>
                                                                    3/01/94         3/01/93
                                                                   TO 2/28/95      TO 2/28/94
                                                                  ------------    ------------
           <S>                                                    <C>             <C>
           Shares sold.........................................    292,394,559     326,481,601
           Shares issued upon reinvestment of dividends........          7,912          47,121
           Shares repurchased..................................   (337,285,543)   (376,503,490)
                                                                  ------------    ------------
           Net decrease........................................    (44,883,072)    (49,974,768)
           Outstanding at beginning of period..................    152,270,056     202,244,824
                                                                  ------------    ------------
           Outstanding at end of period........................    107,386,984     152,270,056
                                                                  ------------    ------------
                                                                  ------------    ------------
</TABLE>
 
         NOTE 7 -- INVESTMENT COMPOSITION
         The Fund invests in securities which may include revenue, general, and
         escrowed obligations. At February 28, 1995, the revenue sources by
         purpose were as follows:
 
<TABLE>
<CAPTION>
                                                                                 % OF PORTFOLIO
                                                                                  INVESTMENTS
                                                                                 --------------
           <S>                                                                   <C>
           Revenue Bonds:
             Industrial Development...........................................          24%
             Pollution Control................................................          25
             Housing Facilities...............................................          12
             Educational Facilities...........................................          10
             Health Care Facilities...........................................           5
             Chemicals........................................................           4
             Other Revenue....................................................           4
             Local Government.................................................           3
           General Obligations................................................          12
           Moral Obligations..................................................           1
                                                                                 -----------
                                                                                       100%
                                                                                 -----------
                                                                                 -----------
</TABLE>
 
         In addition, certain investments (3.2%) are covered by insurance issued
         by several private insurers who guarantee the payment of interest and
         principal at final maturity in the event of default. Such insurance,
         however, does not guarantee the market value of the securities or the
         value of the Fund's shares. None of these insurers individually insure
         more than 3.2% of the insured investments in the portfolio.
 
 11
<PAGE>   13
 
          NOTE 8 -- FINANCIAL HIGHLIGHTS
          Financial highlights for a share of the Fund outstanding
          throughout the periods indicated were as follows:
<TABLE>
<CAPTION>
                                                      3/01/94     3/01/93     3/01/92     3/01/91     3/01/90     3/01/89
                                                         TO          TO          TO          TO          TO          TO
                                                      2/28/95     2/28/94     2/28/93     2/29/92     2/28/91     2/28/90
                                                      -------     -------     -------     -------     -------     -------
                  <S>                                 <C>         <C>         <C>         <C>         <C>         <C>
                  Net Asset Value,
                   beginning of period..............   $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
                                                      ------      ------      ------      ------      ------      ------
                  Income from
                   Investment Operations:
                     Net Investment Income..........     .0286       .0227       .0273       .0407       .0558       .0613
                     Net Gain/Loss on Securities
                       (both realized
                       and unrealized)..............    (.0003)    --          --            .0001     --          --
                                                      ------      ------      ------      ------      ------      ------
                         Total Income
                          from Investment
                          Operations................     .0283       .0227       .0273       .0408       .0558       .0613
                                                      ------      ------      ------      ------      ------      ------
                  Less Distributions:
                     Dividends from
                       Net Investment Income........    (.0286)     (.0227)     (.0273)     (.0407)     (.0558)     (.0613)
                                                      ------      ------      ------      ------      ------      ------
                         Total Distributions........    (.0286)     (.0227)     (.0273)     (.0407)     (.0558)     (.0613)
                                                      ------      ------      ------      ------      ------      ------
                  Net Asset Value,
                   end of period....................   $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
                                                      ------      ------      ------      ------      ------      ------
                                                      ------      ------      ------      ------      ------      ------
                  Total Return......................    2.94%       2.29%       2.76%       4.15%       5.73%       6.31%
                  Net Assets,
                   end of period (000)..............  $107,357    $152,273    $202,245    $227,249    $255,298    $300,001
                  Ratios and Supplemental Data:
                   Ratio of Expenses
                     to Average Net Assets..........     .29%        .28%        .23%        .23%        .22%        .20%
                   Ratio of Expenses
                     to Average Net Assets,
                     excluding Fee Waivers..........     .49%        .48%        .43%        .45%        .44%        .43%
                   Ratio of Net Investment Income
                     to Average Net Assets..........    2.86%       2.27%       2.73%       4.07%       5.58%       6.13%
                   Ratio of Net Investment Income
                     to Average Net Assets,
                     excluding Fee Waivers..........    2.66%       2.07%       2.53%       3.85%       5.36%       5.90%
 
                  ------------------------------
                  *Commencement of Operations
                  (A)Annualized
 
<CAPTION>
                                                      3/01/88     3/01/87     3/27/86*
                                                         TO          TO          TO
                                                      2/28/89     2/29/88     2/28/87
                                                      -------     -------     -------
                  <S>                                 <C>        <C>         <C>
                  Net Asset Value,
                   beginning of period..............   $1.00       $1.00       $1.00
                                                      ------      ------      ------
                  Income from
                   Investment Operations:
                     Net Investment Income..........     .0532       .0458       .0418
                     Net Gain/Loss on Securities
                       (both realized
                       and unrealized)..............   --          --          --
                                                      ------      ------      ------
                         Total Income
                          from Investment
                          Operations................     .0532       .0458       .0418
                                                      ------      ------      ------
                  Less Distributions:
                     Dividends from
                       Net Investment Income........    (.0532)     (.0458)     (.0418)
                                                      ------      ------      ------
                         Total Distributions........    (.0532)     (.0458)     (.0418)
                                                      ------      ------      ------
                  Net Asset Value,
                   end of period....................   $1.00       $1.00       $1.00
                                                      ------      ------      ------
                                                      ------      ------      ------
                  Total Return......................    5.45%       4.68%       4.71%(A)
                  Net Assets,
                   end of period (000)..............  $200,396    $194,508    $143,806
                  Ratios and Supplemental Data:
                   Ratio of Expenses
                     to Average Net Assets..........     .18%        .15%        .10%(A)
                   Ratio of Expenses
                     to Average Net Assets,
                     excluding Fee Waivers..........     .45%        .45%        .58%(A)
                   Ratio of Net Investment Income
                     to Average Net Assets..........    5.32%       4.58%       4.50%(A)
                   Ratio of Net Investment Income
                     to Average Net Assets,
                     excluding Fee Waivers..........    5.05%       4.28%       4.02%(A)
                  ------------------------------
                  *Commencement of Operations
                  (A)Annualized
</TABLE>
 
 12
<PAGE>   14
 
         Report of Independent Auditors
 
         TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
         NAVIGATOR TAX-FREE MONEY MARKET FUND
 
         We have audited the accompanying schedule of investments and statement
         of assets and liabilities of the Navigator Tax-Free Money Market Fund
         (the "Fund") as of February 28, 1995, and the related statement of
         operations for the year then ended, the statements of changes in net
         assets for each of the two years in the period then ended, and the
         financial highlights for each of the eight years in the period then
         ended and for the period March 27, 1986 (commencement of operations) to
         February 28, 1987. These financial statements and financial highlights
         are the responsibility of the Fund's management. Our responsibility is
         to express an opinion on these financial statements and financial
         highlights based on our audits.
 
         We conducted our audits in accordance with generally accepted auditing
         standards. Those standards require that we plan and perform the audit
         to obtain reasonable assurance about whether the financial statements
         and financial highlights are free of material misstatement. An audit
         includes examining, on a test basis, evidence supporting the amounts
         and disclosures in the financial statements. Our procedures included
         confirmation of investments owned as of February 28, 1995, by
         correspondence with the custodian and brokers. 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, the financial statements and financial highlights
         referred to above present fairly, in all material respects, the
         financial position of the Navigator Tax-Free Money Market Fund at
         February 28, 1995, the results of its operations for the year then
         ended, the changes in its net assets for each of the two years in the
         period then ended, and the financial highlights for each of the eight
         years in the period then ended and for the period March 27, 1986
         (commencement of operations) to February 28, 1987, in conformity with
         generally accepted accounting principles.
 
                                                               ERNST & YOUNG LLP
 
         Philadelphia, Pennsylvania
         April 12, 1995
 
 13
<PAGE>   15
 
        INVESTMENT ADVISER,
        ADMINISTRATOR,
        AND DISTRIBUTOR
        Fairfield Group, Inc.
        Horsham, PA 19044
 
        LEGAL COUNSEL
        Morgan, Lewis & Bockius
        Philadelphia, PA 19103
 
        AUDITORS
        Ernst & Young LLP
        Philadelphia, PA 19103
 
        DIRECTORS
        Philip D. Croll
        Jan J. Wieckowski
 

                                  [NAVIGATOR TAX-FREE MONEY MARKET FUND LOGO]
                                               200 Gibraltar Road
                                                Horsham, PA 19044
                                                  1-800-441-3885


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