BLANCHARD FUNDS
N-30D, 1995-07-03
Previous: BLANCHARD FUNDS, N-30D, 1995-07-03
Next: ALOETTE COSMETICS INC, 8-K, 1995-07-03




Dear Shareholders,

    Enclosed please find the Annual Report for your Blanchard Flexible Tax-Free
Bond Fund for the fiscal year ending April 30, 1995. 

    Since its inception on August 12, 1993, your Fund has sought to provide
maximum return while seeking a high level of federally tax-free yields.*

    While 1994 was a year that saw one of the worst bond markets in history, as
a result of the bond rally that ended this fiscal year, your Fund shows a strong
performance.

    We are pleased to report that, as indicated in the chart at left, your Fund
has outperformed the Lehman Brothers Current Municipal Bond Index, an unmanaged
index of municipal bond performance. In addition, for the twelve months ended
April 30, 1995, Lipper Analytical Services has ranked the Fund #2 for total
return, based on total reinvested performance, out of 197 general municipal debt
funds.

    For the 1-year which ended the preceding month, March 31, 1995, the Fund
also ranked #2 in that same general municipal bond fund category. But this time,
the category size was slightly smaller at 193 funds.

    The Fund is waiving certain management fees that are not reflected in these
rankings from Lipper Analytical Services. If the fees were reflected then the
rankings would change. Please remember, too, that past performance is not a
guarantee of future performance.

                               The Year In Review

    The most severe damage to the fixed-income markets occurred in early 1994,
fueled by the Federal Reserve Board's two increases in short-term rates to 3.5%.
With mounting evidence that the economy was growing faster than expected, the
Fed's action was looked upon as a preemptive strike against inflation.

    Through most of the spring and summer of 1994, the fixed-income markets
drifted, suffering from pervasive fears of accelerating inflation _ despite the
string of additional Federal Reserve Board interest rate hikes intended to bring
about the "soft landing" for the U.S. economy. At the end of 1994, the market
dropped again, pro-

                                                                  (over, please)

           The following information was represented as a line graph

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

                    The Value of a $10,000 Investment in the
                      Blanchard Flexible Tax-Free Bond Fund

                    from inception 8/12/93 through 4/30/95 as
                     compared to the Lehman Brothers Current
                    Municipal Bond Index for the same period

                    ---------------------------------------
                      Avg. Annual Returns through 4/30/95
                     Blanchard Flexible Tax-Free Bond Fund*
                    ---------------------------------------
                      1 year                       10.74% 
                    ---------------------------------------
                      since inception               5.83% 
                    ---------------------------------------




                                FYE 4/30/94  FYE 4/30/95  
  
FTFBF                              -0.48%      10.74%

LEHMAN BROS                        -1.01%       5.30%  

FTFBF               $10,000        $9,952     $11,021

LEHMAN BROS         $10,000        $9,899     $10,242 


Reflects deduction of $75 acct opening fee

                         Blanchard         Lehman Brothers
                     Flexible Tax-Free    Current Municipal
                         Bond Fund*         Bond Index (D)

*The Fund is waiving certain management fees and other expenses. If fees were
not waived, the returns quoted above and the chart values above would be lower.
Total return includes changes in principal value and reinvested distributions.
Past performance is no guarantee of future results.

(D)Source: The Lehman Brothers Current Municipal Bond Index is an unmanaged
index of long-term, investment-grade, tax-exempt municipal bonds.
 
This chart is for comparative purposes only and is not intended to reflect on
future performance of the Blanchard Flexible Tax-Free Bond Fund or the index.

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


<PAGE>

pelled by rising rates, year-end tax considerations, and investors selling out
of mutual funds. Toward the end of the fourth quarter, the market began a
tentative recovery, due in large part to yields that were perceived to be too
high, the short supply of municipal bonds, and a general perception that we were
nearing the end of Federal Reserve interventions.

    In early 1995, the market was anticipating another rate increase, and this
had been priced into the forward yield curve. The eventual .50% hike in February
(which was less than many expected), rumblings from Washington that this would
be the last intervention (at least for the near term), and widespread
perceptions that the economy was slowing and that rates had overshot on the
upside caused the fixed-income markets to take off. As with the precipitous
selloff of a year ago, most of the bond market activity occurred within the
ensuing five-week period; this time the Fund was positioned to gain.

    Throughout the past fiscal year, the portfolio was invested in a diverse
number of high-quality "essential service" revenue bonds and high-quality state
general obligation bonds. At the start of the fiscal year, as interest rates
were already high, we adopted a defensive posture by shortening maturities and
maintaining up to 25% cash reserves. At the end of 1994, as discount bonds
continued to drop in value, we restructured _ deploying cash reserves to
purchase many of these deeply discounted, or "de-minimized," bonds. In the first
quarter of 1995, as rates dropped, our aggressive positioning paid off, and the
Fund reported a total return of 10.74% for the twelve months ended April 30,
1995.

    Naturally, past performance is no guarantee of future results. The Fund's
yield, principal value and investment return will vary with market conditions so
that shares, when redeemed, may be worth more or less than their original cost.

                                  A Look Ahead

    For now, the market has priced in economic slowdown and moderate inflation.
Any indications to the contrary could startle the market into a correction. The
wild card is the severely depreciated U.S. dollar, which the market has so far
ignored in favor of focusing on positive news on the domestic front. If the
dollar declines much further, market attention will eventually have to shift,
likely sparking a selloff. Added to these concerns, prices are up sharply. As a
result, we have adopted a slightly more cautious approach _ generally shortening
portfolios _ pending resolution of these near-term concerns.

    Shareholders can rest assured that we will continue our search for tax-free
yields and capital gains opportunities in the coming year, maintaining our
high-quality focus while closely monitoring the state of the economy.

                Sincerely,


KM:ml           Kenneth McAlley
                Director of Fixed Income Investments, U.S. Trust Company
                Portfolio Managers of the Blanchard Flexible Tax-Free Bond Fund



* Some income may be subject to state and local taxes or to the Federal
  Alternative Minimum Tax. Consult your tax advisor as to the tax consequences,
  if any, of this Fund.

Distributed by Sheffield Investments, Inc. (1551) 07ARSL0695

<PAGE>

         BLANCHARD FLEXIBLE TAX-FREE BOND FUND-PORTFOLIO OF INVESTMENTS
                                 April 30, 1995

(Left Column)

                                     Principal          Value
                                     ---------          -----
TAX-EXEMPT SECURITIES (87.97%)
    Alaska (4.50%)
    Valdez Alaska Marine
      Terminal 5.50%, 10/01/28      $1,000,000       $  877,680
                                                     ----------
    Arizona (4.58%)
    Salt River Project
      Arizona Agriculture
      5.00%, 01/01/13                1,000,000          893,870
                                                     ----------
    Florida (4.61%)
    Orlando, Florida Utilities
      Commission on Water &
      Electricity 5.25%,
      10/01/23                       1,000,000          899,490
                                                     ----------
    Georgia (4.85%)
    Fulton County, Georgia
      School District 5.625%,
      1/01/21                        1,000,000          945,460
                                                     ----------
    Maryland (5.01%)
    Maryland State Community
      Development Admin.
      5.80%, 04/01/09                1,000,000          975,720
                                                     ----------
    Massachusetts (5.11%)
    Massachusetts Housing
      Finance Authority,
      6.30%, 10/01/13                1,000,000          995,630
                                                     ----------
    New York (30.44%)
    New York State Power
      Authority Revenue and
      General 5.125%,
      01/01/10                       2,000,000        1,842,520
                                                     ----------
    New York State
      Environmental 6.875%,
      06/15/10                       1,000,000        1,067,160
                                                     ----------
    New York State Medical Care
      Facility Finance Agency
      6.50%, 08/15/29                1,000,000        1,026,410
                                                     ----------
    New York State Mortgage
      Agency Revenue Series
      41-A 6.45%, 10/01/14           1,000,000        1,011,770
                                                     ----------
    Triborough Bridge & Tunnel
      Authority Revenue
      6.00%, 01/01/13                1,000,000          987,040
                                                      5,934,900
                                                     ----------
(Right Column)

                                     Principal          Value
                                     ---------          -----
    Ohio (5.13%)
 (b)Ohio State University
      General Receipts Series B
      4.75%, 12/01/06               $1,000,000      $ 1,000,000
                                                     ----------
    Texas (4.58%)
    San Antonio, Texas Electric
      and Gas Refunding
      5.00%, 2/01/14                 1,000,000          892,360
                                                     ----------
    Utah (4.72%)
    Intermountain Power
      Agency, Utah Power
      5.50%, 07/01/20                1,000,000          919,610
                                                     ----------
    Washington (9.86%)
    Washington State Series A
      5.75%, 09/01/19                1,000,000          949,750
                                                     ----------
    King County Washington
      General Obligation
      6.25%, 01/01/34                1,000,000          972,930
                                                      1,922,680
    Wisconsin (4.58%)
    Wisconsin State
      Transportation 5.50%,
      07/01/22                       1,000,000          892,890
                                                     ----------
      TOTAL TAX-EXEMPT
        SECURITIES
        (IDENTIFIED COST
        $16,796,907)                                 17,150,290
  
                                       Shares
                                       ------
TAX-EXEMPT CASH EQUIVALENT SECURITIES (.54%)
    Dreyfus Tax-Exempt Cash
      Management Fund                  105,885          105,885
                                                    -----------
      TOTAL TAX-EXEMPT
        CASH EQUIVALENT
        SECURITIES
        (IDENTIFIED COST
        $105,885)                                       105,885
                                                    -----------
      TOTAL INVESTMENTS
        (IDENTIFIED COST
        $16,902,792) (a)
        (88.51%)                                     17,256,175
      CASH AND OTHER
        ASSETS IN
        EXCESS OF
        LIABILITIES (11.49%)                          2,239,387
                                                    -----------
      NET ASSETS (100%)                             $19,495,562
                                                    ===========

(a) The aggregate cost for federal income tax purposes is $16,902,792  the gross
    unrealized appreciation is $591,078, the gross  unrealized  depreciation  is
    $237,695, resulting in net unrealized appreciation of $353,383.
(b) Variable rate security. Rate shown reflects the current rate as of April 30,
    1995.

                       See notes to financial statements.



                                        3

<PAGE>

                      BLANCHARD FLEXIBLE TAX-FREE BOND FUND

(Left Column)
    
                       STATEMENT OF ASSETS AND LIABILITIES

                                 April 30, 1995


Assets:
 Investments in securities, at value (Identified
  Cost $16,902,792) (note 1) ...................................    $17,256,175
                                                                    -----------
  Receivables for:
   Investments sold ............................................      1,925,101
   Shares of beneficial interest sold ..........................         36,559
   Interest ....................................................        253,429
   Investment advisor ..........................................         11,369
 Deferred organizational expenses (note 1) .....................         61,211
                                                                    -----------
       Total assets ............................................     19,543,844
                                                                    -----------
Liabilities:
 Payables for:
   Dividends ...................................................         11,902
 Accrued expenses and other liabilities ........................         36,380
                                                                    -----------
      Total liabilities ........................................         48,282
                                                                    -----------
      Net assets ...............................................    $19,495,562
                                                                    ===========
Net assets are comprised of:
 Paid in capital (unlimited authorized shares of
  beneficial interest, $.01 par value, 3,877,709
  shares outstanding) ..........................................    $20,737,821
 Accumulated overdistributed net investment
  income .......................................................        (12,275)
 Accumulated realized loss .....................................     (1,583,367)
 Unrealized net appreciation of investments                             353,383
                                                                    -----------
     Net assets                                                     $19,495,562
                                                                    ===========
     Net asset value per share                                            $5.03
                                                                          =====
                                                                           
                                                                           



(Right Column)

                             STATEMENT OF OPERATIONS
                        For the Year Ended April 30, 1995

Investment income:
   Interest ....................................................     $1,244,175
                                                                     ----------

Expenses:
   Investment management fee
     (note 2) ........................................  $151,593
   Accounting fees ...................................    81,015
   Plan of distribution (note 3) .....................    50,537
   Transfer agent fees ...............................    48,147
   Trustees' fees, retirement plan
     curtailment and other
     expenses (note 5) ...............................    28,893
   Professional fees .................................    28,599
   Registration fees .................................    22,388
   Shareholder reports and notices ...................    19,649
   Organizational expenses
     (note 1) ........................................    17,890
   Custodian fees ....................................     8,731
   Other .............................................     2,318
                                                        --------   
     Total expenses                                      459,760
     Less: Fees voluntarily waived
     and expenses absorbed by
     Manager and Distributor
     (note 2)                                           (248,019)
                                                        -------- 
                      
  Net expenses .................................................        211,741
                                                                     ----------
  Net investment income                                               1,032,434
                                                                     ----------
  Realized and unrealized gain
   (loss)-net (note 1):
  Realized gain (loss) on
   investments in securities
   -net ..............................................(1,143,934)
  Change in unrealized
    appreciation on investments
    -net ............................................. 1,890,650
  Net realized and unrealized gains ............................        746,716
                                                                     ----------
  Net increase in net assets resulting
    from operations ............................................     $1,779,150
                                                                     ==========

                       See notes to financial statements.

                                        4


<PAGE>


                      BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                 
  
                                                                                        For the period
                                                                                        August 12,1993*
                                                                          For the        (commencement
                                                                         Year Ended    of operations) to
                                                                      April 30, 1995    April 30, 1994
                                                                      --------------    --------------
<S>                                                                      <C>             <C>

Increase (decrease) in net assets:
 Operations:
  Investment income-net .............................................    $1,032,434       $   616,713
                                                                         ----------       -----------
  Realized loss-net .................................................    (1,143,934)         (380,822)
  Change in unrealized appreciation or (depreciation)-net ...........     1,890,650         1,537,267)
                                                                         ----------       -----------
 Net increase (decrease) in net assets resulting from operations ....     1,779,150        (1,301,376)
                                                                         ----------       -----------
 Dividends and distributions to shareholders:
  Investment income-net .............................................    (1,032,434)        (616,113)
  Dividends in excess of investment income-net ......................       (12,875)            --   
  Realized gain on investments-net ..................................         -              (58,611)
                                                                         ----------      -----------
                                                                         (1,045,309)        (674,724)
                                                                         ----------      -----------

Transactions in shares of beneficial interest-
  net increase (decrease) (note 6) ..................................    (4,505,338)      22,243,159
                                                                         ----------      -----------
   Net increase (decrease) in net assets ............................    (3,771,497)      20,267,059

Net assets:
  Beginning of year .................................................    23,267,059        3,000,000
                                                                         ----------      -----------
   End of year (including overdistributed net investment income of
   $12,275 and undistributed net investment income of $600,
   respectively) ....................................................   $19,495,562      $23,267,059
                                                                        ===========      ===========
<FN>
- ----------
*Commencement of operations
</FN>
</TABLE>

                       See notes to financial statements.


                                       5



                                      
<PAGE>

                     BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1995


NOTE 1 - Organization and Accounting Policies:

    Blanchard  Flexible Tax-Free Bond Fund (the "Fund") is a series of Blanchard
Funds which was organized as a Massachusetts business trust on January 24, 1986.
The Fund is a registered, open-end non-diversified management investment company
under the Investment  Company Act of 1940, as amended (the "Act").  The Fund had
no operations  before  August 12, 1993 other than the sale of 600,000  shares of
beneficial  interest  for  $3,000,000  to  Sheffield   Management  Company  (the
"Manager").

    The following is a summary of the significant  accounting  policies followed
by the Fund:

    A.  Valuation  of   Investments-Portfolio   securities  traded  on  domestic
exchanges  are valued at the 4 PM EST price on that date,  or if no sale is made
on that day,  at the  closing bid price (or the mean price in cases where a mean
is reported  instead of the closing bid). In cases where a security is traded on
more than one exchange, it is valued at the quotation on the exchange determined
to be the primary  market for such security by the Trustees or the Manager.  All
other  portfolio  securities for which  over-the-counter  market  quotations are
readily available are valued at the latest available bid prices. Short-term debt
securities which mature in 60 days or less are valued at amortized cost if their
original  maturity  was 60 days or less.  Short-term  debt  securities  having a
maturity  date of more than sixty days at the time of  purchase  are valued on a
mark to market  basis  until  sixty days prior to  maturity  and  thereafter  at
amortized  cost based on the 61st day. All other  securities and other assets of
the Fund are valued at fair value as determined in good faith by the Trustees.

    B. Accounting for Investments  and Investment  Income-Security  transactions
are accounted for on the trade date (date the order to buy or sell is executed).
Realized  gains and  losses  on  security  transactions  are  determined  on the
identified cost method.  Interest income is accrued daily. Premiums or discounts
on debt  securities are amortized or accreted as adjustments to interest  income
over the lives of such securities.

    C.  Federal  Income Tax  Status-It  is the Fund's  policy to comply with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies and to  distribute  all of its taxable and  non-taxable  income to its
shareholders. Accordingly, no federal income tax provision is required.

    D. Dividends and  Distributions to  Shareholders-The  Fund records dividends
and  distributions  to its  shareholders  on the  record  date.  The  amount  of
dividends and distributions  from net investment income and net realized capital
gains are determined in accordance with federal income tax regulations which may
differ  from  generally  accepted   accounting   principles.   These  "book/tax"
differences  are either  considered  temporary or  permanent  in nature.  To the
extent these differences are permanent in nature,  such amounts are reclassified
within  the  capital  accounts  based  on  their  federal  tax-basis  treatment;
temporary   differences   do  not  require   reclassification.   Dividends   and
distributions  which exceed net investment income and net realized capital gains
for  financial  reporting  purposes  but not for tax  purposes  are  reported as
dividends in excess of net investment  income or  distributions in excess of net
realized capital gains. To the extent they exceed net investment  income and net
realized  capital gains for tax purposes,  they are reported as distributions of
paid-in capital.

    E.  Organizational  Expenses-The  Fund's  Manager  paid  the  organizational
expenses  of the  Fund  incurred  prior to the  public  offering  of its  shares
amounting to $89,448.  The Fund reimbursed the Manager



                                       6


<PAGE>



                     BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 April 30, 1995

 
for such  expenses  and has  deferred  and is  amortizing  such  expenses on the
straight-line method over five years from the date of commencement of the Fund's
operations.

    F.  Other-Certain  expenses of the Blanchard  Funds are allocated  among the
funds based upon their relative average net assets.

NOTE 2 - Investment Management Agreement:

    Pursuant to a management  agreement (the  "Agreement"),  the Manager manages
the Fund and the  investment of the Fund's  assets,  subject at all times to the
supervision of the Fund's  Trustees.  In addition to providing  overall business
management  and  administrative  services,  the Manager  selects,  monitors  and
evaluates the Portfolio  Adviser  described below. The Manager receives from the
Fund an  advisory  fee  payable  monthly at an annual rate of .75% of the Fund's
average daily net assets.

    For the year ended April 30, 1995, the Manager and  Distributor  voluntarily
waived the advisory fee and  distribution  fee,  which  amounted to $127,835 and
$50,537, respectively, and absorbed $69,647 of other expenses of the Fund.

    Expenses of the Fund, exclusive of taxes,  interest,  brokerage commissions,
distribution fees, extraordinary expenses and certain other excludable expenses,
are  subject to the  expense  limitations  imposed by one of the states in which
shares of the Fund are offered for sale.  For the year ended April 30, 1995, the
Fund's expenses did not exceed such limitation.

    Certain officers and/or Trustees of the Fund are  officers/directors  of the
Manager.

    The Manager has a sub-advisory  agreements  with U.S. Trust (the  "Portfolio
Adviser").  All fees for such services are paid by the Manager.  The Manager has
advised the Fund that the fees paid to the  Portfolio  Advisor  were $34,662 for
the year ended April 30, 1995.

NOTE 3 - Distribution Agreement and Plan:

    Pursuant to a  Distribution  Agreement,  Sheffield  Investments,  Inc.  (the
"Distributor"),  an  affiliated  company  of  the  Manager,  acts  as  principal
distributor of the Fund's shares.  The  Distributor  has the exclusive  right to
distribute Fund shares directly or through other broker-dealers.

    The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Act which  provides  that the Fund may  finance  activities  which are
primarily intended to result in the sale of the Fund's shares, including but not
limited to  advertising,  printing  of  prospectuses  and reports for other than
existing shareholders,  preparation and distribution of advertising material and
sales literature,  and payments to dealers and shareholder  servicing agents who
enter into agreements with the Manager or Distributor.

    Pursuant to the plan, the Fund may pay distribution  fees not to exceed .25%
per  annum of the  Fund's  average  daily  net  assets.  Provided  that the Plan
continues in effect,  any cumulative  expenses incurred by the Distributor on or
after August 12, 1993,  but not yet  reimbursed  by the Fund,  may be reimbursed
through future  distribution fees from the Fund. The Distributor has advised the
Fund that at April 30, 1995, the unreimbursed  distribution expenses amounted to
$508,529.  If the Plan is terminated  or  discontinued  in  accordance  with its
terms,  the obligation of the Fund to make payments to the Distributor  pursuant
to the Plan will cease and the Fund will not be  required  to make any  payments
past the date the Plan is terminated. 


                                       7

<PAGE>


                     BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 April 30, 1995


NOTE 4 - Acquisition Agreement:

    Sheffield Management Company (the "Manager") and Sheffield Investments, Inc.
(the   "Distributor"),   have  entered  into  an   acquisition   agreement  (the
"Acquisition  Agreement")  with  Signet  Banking  Corporation  and  two  of  its
subsidiaries("Signet"),  dated  February 15, 1995,  pursuant to which  Sheffield
will sell to Signet  the  assets  relating  to,  and the  ability  to succeed to
contracts with, the Blanchard Funds,  including Blanchard Flexible Tax-Free Bond
Fund  (collectively,   the  "Funds").  The  transactions   contemplated  by  the
Acquisition  Agreement  which have been approved by the Board of Trustees of the
Funds are conditioned upon the approval of the shareholders of each Fund, of (1)
a new  investment  management  agreement  with  Signet,  (2)a  new  distribution
agreement with Federated Securities Corp., and (3) certain other conditions.

    No material  changes are  contemplated  in the operation of the Funds and no
management or distribution and administration fee increases are being proposed.

NOTE 5 - Security Transactions and Transactions with Affiliates:

    Purchases  and sales of  portfolio  securities  for the year ended April 30,
1995, excluding short-term investments,  aggregated $35,861,393 and $39,179,733,
respectively.  The Manager  has advised the Fund that,  for the year ended April
30, 1995, it incurred  costs,  which were absorbed by the Manager,  amounting to
$23,624 for performing internal accounting and transfer agency functions for the
Fund.

    The Funds have adopted an unfunded noncontributory pension plan (the "Plan")
covering all independent directors/trustees of the Funds who will have served as
an  independent  director/trustee  for  at  least  five  years  at the  time  of
retirement.  Benefits under this plan are based on an annual amount equal to 75%
of the director/trustee fee at the time of retirement,  plus 5% for each year of
service  in excess of five  years of  service  but not in excess of ten years of
service. Net periodic pension expense included in Trustees fees, retirement plan
curtailment and other expenses in the Statement of Operations for the year ended
April 30, 1995 was $5,230.  As indicated in Note4,  the Manager has entered into
an  agreement  which  provides  for the  acquisition  of the  Manager by Signet.
Following the acquisition, the independent  directors/trustees of the Funds will
not stand for  re-election.  As a result,  the Plan was curtailed and additional
pension  expense of $18,499 was recorded to reflect the previously  unrecognized
prior  service cost of the  independent  director/trustees.  Included in accrued
expenses and other  liabilities at April 30, 1995 is $23,729 of accrued  pension
expense.

NOTE  6 - Shares  of Beneficial Interest: 
<TABLE>
<CAPTION>

                                                 For the                         For the Period
                                               Year Ended                     August 12, 1993* to
                                             April 30, 1995                      April 30, 1994
                                           ------------------------        ------------------------- 
                                            Shares        Amount              Shares        Amount
                                            ------        ------              ------        ------
<S>                                       <C>           <C>                <C>           <C>

Sold ..................................    2,686,852    $12,962,463         7,344,374    $37,526,118
 Reinvestment of dividends and
 distributions ........................      171,998        825,614           114,233        575,313
                                           ---------    -----------         ---------    -----------
                                           2,858,850     13,788,077         7,458,607     38,101,431
Repurchased ...........................   (3,854,437)   (18,293,415)       (2,585,311)   (12,858,272)
                                           ---------    -----------         ---------    -----------
Net increase (decrease) ...............     (995,587)    (4,505,338)        4,873,296    $25,243,159
                                            ========     ==========         =========    ===========
                                          
<FN>
- ------------
*Commencement of operations.
</FN>
</TABLE>


                                       8
<PAGE>


                     BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 April 30, 1995




 NOTE 7 - Federal Income Taxes:

    Capital losses incurred after October 31 ("post-October  losses") within the
taxable  year are deemed to arise on the first  business  day of the Fund's next
taxable year.  The Fund  incurred and will elect to defer net capital  losses of
approximately $822,000 during fiscal 1995.

    At April 30,  1995,  the Fund had a net capital  loss  carryover of $748,924
which is available through April 30, 2003 to offset future capital gains. To the
extent that these  carryover  losses are used to offset future capital gains, it
is probable that the gains so offset will not be distributed to shareholders.

NOTE 8 - Financial Highlights:

    Selected  ratios  and per  share  data  for a share of  beneficial  interest
outstanding:


<TABLE>
<CAPTION>
                                                                                For the period
                                                                               August 12, 1993
                                                                 For the        (commencement
                                                               Year Ended     of operations) to
                                                              April 30, 1995    April 30, 1994
                                                              --------------    --------------
<S>                                                               <C>              <C>

Per Share Operating Performance:
Net asset value, beginning of period ......................        $4.77           $5.00
                                                                   -----           -----

Income from investment operations:
 Net investment income ....................................          .24             .18
                                                                   -----           -----
 Net gains or losses on securities
  (both realized and unrealized)                                     .26            (.20)
    Net income (loss) from investment operations ..........          .50            (.02)
                                                                   -----           ------ 
Less dividends and distributions:
 Dividends from investment income-net .....................         (.23)           (.18)
 Dividends in excess of investment income-net .............         (.01)             -
 Distributions from realized gains-net ....................           -             (.03)
    Change in net asset value .............................          .26            (.23)
                                                                   -----           ----- 
Net asset value, end of period ............................        $5.03           $4.77
                                                                   =====           =====
Total return (not annualized) .............................        10.74%          (.48%)

Ratios/Supplemental Data:
 Net assets, end of period ($ Million) ....................         $ 19             $ 23
 Ratio of expenses to average net assets ..................        1.00%(2)            0%*(2)(1)
 Ratio of net investment income to average net assets .....         .87%(2)         6.79%(2)(1)
Portfolio turnover ........................................         170%             190%

<FN>
- -----------
(1) Annualized.
(2) The ratios of expenses to average net assets
    and net  investment  income to average net assets  would have been 2.17% and
    6.04%,  respectively,  for the year ended April 30, 1995 and 2.22% and 4.57%
    (annualized),  respectively,  for the period  ended April 30,  1994,  if the
    Fund's expenses had not been voluntarily  waived and absorbed by the Manager
    and Distributor (see notes 2 and 3).
</FN>
</TABLE>


                                       9


<PAGE>


                      BLANCHARD FLEXIBLE TAX-FREE BOND FUND
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of
Blanchard Flexible Tax-Free Bond Fund


In our opinion, the accompanying statement of assets and liabilities,  including
the portfolio of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of Blanchard Flexible Tax-Free Bond
Fund (the "Fund") at April 30, 1995,  the results of its operations for the year
then ended, and the changes in its net assets and the  financial highlights  for
the year ended April 30, 1995 and for the period  August 12, 1993  (commencement
of operations)  through April 30, 1994, in conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at  April  30,  1995 by  correspondence  with  the
custodian, provide a reasonable basis for the opinion expressed above.




PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
June 20, 1995


                       1995 FEDERAL TAX NOTICE (Unaudited)

    In accordance with Federal tax law the Fund hereby  designates all dividends
paid from investment  income-net  during the fiscal year ended April 30, 1995 as
"exempt-interest  dividends"  (not subject to regular  Federal  personal  income
taxes).



                                       10
<PAGE>





Portfolio Adviser
United States Trust Company
of New York


Custodian and Transfer Agent
United States Trust Company
of New York

Independent Accountants
Price Waterhouse LLP

Legal Counsel
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel


Blanchard Flexible
Tax-Free Bond Fund

41 Madison Ave., 24th Floor
New York, NY 10010-2267


Blanchard
Flexible Tax-Free
Bond Fund


Annual Report
April 30, 1995

Managed by: Sheffield Management Company
41 Madison Ave., 24th Floor
New York, NY 10010-2267
1-800-922-7771



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission