BILTMORE MUNICIPAL FUNDS
497, 1995-07-05
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                              PRESIDENT'S MESSAGE

Dear Shareholder:

I am pleased to present your first Semi-Annual Report for the Biltmore Georgia
Municipal Bond Fund. This report covers the period from December 26, 1994, when
the Fund began operation, through May 31, 1995.

The report begins with a commentary on the municipal bond market by the Fund's
portfolio manager. Following the commentary are a complete listing of the Fund's
investments and its financial statements.

On your behalf, the Biltmore Georgia Municipal Bond Fund pursues monthly,
double-tax-free income through a portfolio of high-quality Georgia municipal
bonds. Income earned by the Fund is exempt from federal regular income tax and
the Georgia state personal income taxes.*

I am also pleased to report that the Fund rewarded shareholders with strong
performance over the period. Its net asset value increased from $10.00, on the
first day of the period, to $10.72 on May 31, 1995, the last day of the period.
The Fund paid $0.18 per share in dividends, and its total return figures based
on net asset value and offering price were 9.02% and 4.13%, respectively.**
Total assets at the end of the period reached $8.6 million.

Thank you for choosing the Biltmore Georgia Municipal Bond Fund to pursue
double-tax-free income. We look forward to keeping you informed about your
investment as we provide you with the highest quality service. Of course, we
welcome your comments and suggestions.

Sincerely,

John W. McGonigle
President
June 15, 1995

 *Income may be subject to the federal alternative minimum tax or other state
  and local taxes.

**Performance quoted represents past performance. Investment return and
  principal value will fluctuate, so that an investor's shares, when redeemed,
  may be worth more or less than their original cost.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND

The municipal bond market rebounded from a difficult year in 1994 with some of
its strongest monthly gains in nine years. The powerful rally was fueled by
widespread signs of a slowing economy, modest inflation reports and the
perception that interest rate hikes would no longer be necessary in the near
future. From November 30, 1994 to May 31, 1995, the Lehman Brothers State
General Obligations Bonds Index* had a total return of 10.04%.

A weaker economy helped push the yield on 10-year AAA general obligation
municipal bonds down, from 6% on November 30, 1994 to 4.95% on May 31, 1995.
Municipal bond prices continued to gain additional support from a sharp decline
in volume. The Fund's portfolio manager adopted a less defensive posture, moving
to a duration that was more in line with the municipal bond market. The
portfolio manager also reduced overweighted positions in long- and short-term
bonds as the yield curve steepened.

On May 31, 1995, net assets of the Fund totaled $8.6 million. Since inception on
Dec. 26, 1994 the net asset value of the Fund increased from $10.00 to $10.72,
and the 30-day SEC yield was 4.22%.** The Fund had an average duration of 6.77
years on May 31, 1995.


 *This index is unmanaged.

**Performance quoted represents past performance. Investment return and
principal value will fluctuate, so that an investor's shares, when redeemed, may
be worth more or less than their original cost.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND

                 (A PORTFOLIO OF THE BILTMORE MUNICIPAL FUNDS)
- --------------------------------------------------------------------------------

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED DECEMBER 10, 1994

The following information is a supplement to your Prospectus. It is being
furnished to update certain information presently contained in the Prospectus,
and to comply with regulations that require mutual fund companies to provide
their shareholders with current information.

We suggest that you keep this information for your records.

 A.  Please delete the "Summary of Fund Expenses" table on page 1 of the
     Prospectus and replace it with the following table:

                           SUMMARY OF FUND EXPENSES


<TABLE>
<CAPTION>
                       SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                          <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)                                  4.50%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)                                                                          None
Contingent Deferred Sales Charge (as a percentage of original purchase price
or redemption proceeds, as applicable)                                                                       None
Redemption Fees (as a percentage of amount redeemed, if applicable)                                          None
Exchange Fee                                                                                                 None

<CAPTION>
                       ANNUAL FUND OPERATING EXPENSES*
              (As a percentage of projected average net assets)
<S>                                                                                          <C>        <C>
Management Fee (after waiver) (1)                                                                            0.15%
12b-1 Fees                                                                                                   None
Other Expenses (after waiver) (2)                                                                            0.77%
     Shareholder Servicing Agent Fee (3)                                                          0.00%
          Total Fund Operating Expenses (after waiver) (4)                                                   0.92%
</TABLE>

(1)The estimated management fee has been reduced to reflect the anticipated
   voluntary waiver by the investment adviser. The adviser can terminate this
   voluntary waiver at any time at its sole discretion. The maximum management
   fee is 0.75%.

(2)Other expenses are 1.20% absent the voluntary waiver by the administrator.
   The administrator can terminate the voluntary waiver at any time at its sole
   discretion.

(3)The Fund has no present intention of paying or accruing the shareholder
   servicing agent fee during the fiscal year ending November 30, 1995. If the
   Fund were paying or accruing the shareholder servicing agent fee, the Fund
   would be able to pay up to 0.25 of 1% of the Fund's average daily net assets
   for the shareholder servicing agent fee. See "The Biltmore Municipal Funds
   Information."

(4)The Total Fund Operating Expenses are estimated to be 1.95%, absent the
   anticipated voluntary waivers by the Fund's adviser and administrator.

 * Total Fund Operating Expenses in the table above are estimated based on
   average expenses expected to be incurred during the fiscal year ending
   November 30, 1995. During the course of this period, expenses may be more or
   less than the average amount shown.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of the Fund will bear, either directly or
indirectly. For more complete descriptions of the various costs and expenses,
see "The Biltmore Municipal Funds Information" and "Investing in the Fund."

<TABLE>
<CAPTION>
Example                                                                               1 Year     3 Years
<S>                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual
return; (2) redemption at the end of each time period; and (3) payment of the
maximum sales load. As noted in the table above, the Fund charges no redemption
fees.                                                                                   $54        $73
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE IS BASED
ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING NOVEMBER 30, 1995.


 B.  Please insert the following "Financial Highlights" table as page 2 of the
     Prospectus, following the "Summary of Fund Expenses" table and before the
     section entitled "General Information." In addition, please add the
     heading "Financial Highlights" to the Table of Contents on page I after
     the heading "Summary of Fund Expenses."

          BILTMORE GEORGIA MUNICIPAL BOND FUND FINANCIAL HIGHLIGHTS

               (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                        Period Ended
                                                                                       May 31, 1995(a)
                                                                                         (unaudited)
<S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $   10.00
Income from investment operations
  Net investment income                                                                        0.18
  Net realized and unrealized gain (loss) on investments                                       0.72
                                                                                            -------
  Total from investment operations                                                             0.90
                                                                                            -------
Less distributions
  Distributions from net investment income                                                    (0.18)
                                                                                            -------
NET ASSET VALUE, END OF PERIOD                                                            $   10.72
                                                                                            -------
Total return (b)                                                                               9.02%
Ratios to average net assets
  Expenses                                                                                     0.92%(c)
  Net investment income                                                                        4.12%(c)
  Expense waiver/reimbursement (d)                                                             1.20%(c)
Supplemental data
  Net assets, end of period (000 omitted)                                                    $8,599
  Portfolio turnover                                                                             22%
</TABLE>

(a) Reflects operations for the period from December 26, 1994 (date of initial
    public investment) to May 31, 1995.

(b) Based on net asset value, which does not reflect sales charges, if
    applicable.

(c) Computed on an annualized basis.

(d) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

 C.  Please insert the following financial statements at the end of the
     Prospectus, beginning on page 19. In addition, please add the heading
     "Financial Statements" to the Table of Contents on page I of the
     Prospectus, immediately before "Addresses."

        BILTMORE GEORGIA MUNICIPAL BOND FUND PORTFOLIO OF INVESTMENTS

                           MAY 31, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
 Principal                                                                          Credit
   Amount                                                                           Rating*       Value
<C>           <S>                                                                 <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--89.1%
$    200,000  Atlanta, GA, 6.125% GO UT, (Series A)/(Callable 12/1/2004
              @102)/(Original Issue Yield: 6.18%), 12/1/2023                              AA   $    204,388
     100,000  Atlanta, GA, Downtown Development Authority Refunding--
              Underground Atlanta Project, 6.25% Revenue Refunding Bonds,
              (Callable 10/1/2002 @102)/(Original Issue Yield: 6.435%),
              10/1/2016                                                                   AA        103,709
      80,000  Brunswick, GA, Water and Sewage Revenue, 6.10% Revenue Refunding
              Bonds, (MBIA Insured)/(Original Issue Yield: 6.27%), 10/1/2019             AAA         85,605
      90,000  Burke County, GA, Development Authority Pollution Control Revenue
              Refunding--Oglethorpe Power Company--Vogtle, 7.50% Revenue
              Refunding Bonds, (MBIA Insured), 1/1/2003                                  AAA        101,448
      50,000  Chatham County, GA, School District, 6.75% GO UT, (Callable
              8/1/2003 @102)/(MBIA Insured), 8/1/2018                                    AAA         54,463
     355,000  Cherokee County, GA, School System, 6.20% GO UT Refunding Bonds,
              (Callable 6/1/2002 @102), 6/1/2005                                          A1        382,193
     500,000  Cobb County, GA, School District, 6.65% GO UT, (Callable
              2/1/1999 @102), 2/1/2001, Prerefunded 2/1/1999 @102                         AA        544,595
     100,000  Cobb County, GA, Solid Waste Management Authority Revenue, 6.35%
              Revenue Bonds, (Callable 1/1/2005 @102)/(Subject to AMT), 1/1/2009         AA+        106,323
     150,000  De Kalb County, GA , Health Facilities, 5.50% GO UT, (Callable
              1/1/2003 @102)/(Original Issue Yield: 5.60%), 1/1/2016                     AA+        147,095
     200,000  De Kalb County, GA, School District, 6.25% GO UT, (Series A),
              7/1/2011                                                                    AA        215,420
    1,000,00  De Kalb County, GA, Water and Sewage Revenue, 5.125%
              Revenue Refunding Bonds, (Callable 10/1/2003 @102)/(Original Issue
              Yield: 5.25%), 10/1/2011                                                    AA        957,760
     100,000  Decatur, GA, Housing Authority Mortgage Revenue, 6.45%
              Revenue Refunding Bonds, (Callable 7/1/2002 @102)/(MBIA Insured),
              7/1/2025                                                                   AAA        102,616
     120,000  Fayette County, GA, School District, 6.125% GO UT, (Callable
              3/1/2004 @102)/(Original Issue Yield: 6.30%), 3/1/2015                      A+        124,141
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
         BILTMORE GEORGIA MUNICIPAL BOND FUND PORTFOLIO OF INVESTMENTS

<TABLE>
<CAPTION>
 Principal                                                                          Credit
   Amount                                                                           Rating*       Value
<C>           <S>                                                                 <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--continued
$    160,000  Fayette County, GA, Water Revenue, 6.20% Revenue Bonds, (Series
              B)/(Callable 10/1/2002 @102)/(FGIC Insured)/(Original Issue Yield:
              6.30%), 10/1/2022                                                          AAA   $    164,779
      60,000  Forsyth County, GA, School District, 6.70% GO UT, 7/1/2012                   A         69,066
      25,000  Fulton County, GA, School District, 5.60% GO UT, (Original Issue
              Yield: 5.65%), (Callable 1/1/2004 @102), 1/1/2011                           AA         25,137
     375,000  Fulton County, GA, Water and Sewage Revenue, 6.25% Revenue
              Refunding Bonds, (FGIC Insured)/(Original Issue Yield: 6.425%)
              1/1/2007                                                                   AAA        410,628
     200,000  Georgia State, 7.20% GO UT, (Series B), 3/1/2006                           AA+        236,042
     200,000  Georgia State, 6.50% GO UT, (Series F), 12/1/2007                          AA+        225,844
      50,000  Georgia State, 5.95% GO UT, (Series B), 3/1/2003                           AA+         54,050
     500,000  Georgia State, 6.80% GO UT, (Series D), 8/1/2000                           AA+        554,389
     500,000  Georgia State Housing and Financial Authority Revenue
              Amount--Single Family Mortgage--Subsidiary, 6.55% Revenue
              Refunding Bonds, (Callable 3/1/2005 @102)/(FHA/VA Insured)/
              (Subject to AMT), 12/1/2027                                                AA+        511,035
     285,000  Georgia State, Municipal Electric Authority Revenue, 6.125%
              Revenue Refunding Bonds, (Series B)/(Callable 1/1/2003 @102)/
              (FGIC Insured)/(Original Issue Yield: 6.30%), 1/1/2014                     AAA        291,928
     100,000  Gwinnett County, GA, Water and Sewage COPs, 8.40% Revenue
              Refunding Bonds, 8/1/2001                                                  AA+        119,421
     350,000  Gwinnett County, GA, Recreation Authority Revenue, 7.00% Revenue
              Bonds, (Callable 2/1/1997 @102), 2/1/1999,
              Prerefunded 2/1/1997 @102                                                  Aaa        371,942
      30,000  Hapeville, GA, Water and Sewage Revenue, 6.20% Revenue Bonds,
              (Callable 7/1/2004)/(MBIA Insured), 7/1/2006                               AAA         32,776
      25,000  Henry County, GA, and Henry County Water and Sewage Authority
              Revenue, 5.25% GO LT Revenue Refunding Bonds, (Series A)/(Callable
              2/1/2004 @102)/(AMBAC Insured)/(Original Issue Yield: 5.40%),
              2/1/2018                                                                   AAA         23,759
     300,000  Medical Center Hospital Authority, GA, Certificates Of Antici-
              pation Columbus Regional Healthcare Systems Revenue, 5.90% Revenue
              Refunding Bonds, (MBIA Insured)/(Original Issue Yield: 5.95%),
              8/1/2001                                                                   AAA        316,593
     500,000  Paulding County, GA, School District, 6.30% GO UT Refunding Bonds,
              (Series B)/(Original Issue Yield: 6.35%), 2/1/2003                           A        540,930
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
         BILTMORE GEORGIA MUNICIPAL BOND FUND PORTFOLIO OF INVESTMENTS

<TABLE>
<CAPTION>
 Principal                                                                          Credit
   Amount                                                                           Rating*       Value
<C>           <S>                                                                 <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--continued
$    100,000  Peach County, GA, School District, 6.30% GO UT, (Callable
              2/1/2005 @102)/(MBIA Insured)/(Original Issue Yield: 6.35%),
              2/1/2014                                                                   AAA   $    105,576
     200,000  Rockdale County, GA, School District, 6.30% GO UT, (Callable
              2/1/2005 @102), 1/1/2007                                                    A1        215,518
     150,000  Savannah, GA, Resources Recovery Development Authority Revenue,
              5.95% Revenue Refunding Bonds, (Callable 12/1/2001 @101),
              12/2/2002                                                                   A+        155,033
     110,000  Savannah, GA, Water and Sewage Revenue, 5.10% Revenue Refunding
              Bonds, (Callable 12/1/2002 @102)/(Original Issue Yield: 5.55%,
              12/1/2010                                                                  AA-        105,672
                                                                                               ------------
              Total Long-Term Municipal Securities
              (identified cost $7,406,481)                                                        7,659,874
                                                                                               ------------
Short-Term Municipals--1.2%
     100,000  Burke County, GA, Development Authority Pollution
              (at amortized cost)                                                         A+        100,000
                                                                                               ------------
Open-end Investment Companies--9.0%
     390,000  Dreyfus Tax-Exempt Money Market Fund                                        NR        390,000
     383,747  Fidelity Tax-Exempt Money Market Fund                                       NR        383,747
                                                                                               ------------
              Total Open-end Investment Companies (at net asset value)                              773,747
                                                                                               ------------
              Total Investments (identified cost $8,280,228)                                   $  8,533,621
                                                                                               ------------
</TABLE>

+ The cost of investments for federal tax purposes amounts to $8,280,228. The
  unrealized appreciation of investments on a federal tax basis amounts to
  $253,393 at May 31, 1995.

* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings. Current credit ratings are unaudited.

Note: The categories of investments are shown as a percentage of net assets
      ($8,599,119) at May 31, 1995.

The following abbreviations are used in this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
AMT--Alternative Minimum Tax
COPs--Certificates of Participation
FGIC--Financial Guaranty Insurance Company
FHA/VA--Federal Housing Authority/Veterans Administration
GO--General Obligation
LT--Limited Tax
MBIA--Municipal Bond Investors Assurance
UT--Unlimited Tax

(See Notes which are an integral part of the Financial Statements)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND
                      STATEMENT OF ASSETS AND LIABILITIES

                            MAY 31, 1995 (UNAUDITED)

<TABLE>
<S>                                                                              <C>         <C>
Assets:
Investments in securities, at value (identified and tax cost $8,280,228)                     $  8,533,621
Cash                                                                                                  729
Income receivable                                                                                 159,983
Receivable for shares sold                                                                         28,661
                                                                                             ------------
     Total assets                                                                               8,722,994
Liabilities:
Payable for shares redeemed                                                      $  108,749
Income distribution payable                                                           7,381
Accrued expenses                                                                      7,745
                                                                                 ----------
     Total liabilities                                                                            123,875
                                                                                             ------------
Net Assets for 802,221 shares outstanding                                                    $  8,599,119
                                                                                             ------------
Net Assets Consists of:
Paid-in capital                                                                              $  8,333,916
Net unrealized appreciation of investments                                                        253,393
Accumulated net realized gain on investments                                                       11,810
                                                                                             ------------
     Total Net Assets                                                                        $  8,599,119
                                                                                             ------------
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($8,599,119 / 802,221 shares outstanding)                                $10.72
                                                                                             ------------
Offering Price Per Share (100/95.50 of $10.72)*                                                    $11.23
                                                                                             ------------
</TABLE>

*See 'What Shares Cost' in the Prospectus.

(See Notes which are an integral part of the Financial Statements)


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
          BILTMORE GEORGIA MUNICIPAL BOND FUND STATEMENT OF OPERATIONS

                     PERIOD ENDED MAY 31, 1995 (UNAUDITED)*

<TABLE>
<S>                                                                      <C>        <C>        <C>
Investment Income:
Interest                                                                                       $  102,149
Expenses:
Investment advisory fee                                                             $  15,204
Administrative personnel and services fee                                               1,794
Custodian fees                                                                            405
Transfer agent and dividend disbursing agent fees and expenses                          4,079
Trustees' fees                                                                             91
Legal fees                                                                                254
Portfolio accounting fees                                                              13,820
Printing and postage                                                                    4,440
Insurance premiums                                                                      1,318
Miscellaneous                                                                           1,496
                                                                                    ---------
     Total expenses                                                                    42,901
Deduct--
Waiver of investment advisory fee                                        $  12,162
Reimbursement of other operating expenses                                   12,090
                                                                         ---------
     Total waivers/reimbursements                                                      24,252
                                                                                    ---------
          Net expenses                                                                             18,649
                                                                                               ----------
               Net investment income                                                               83,500
                                                                                               ----------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain on investments                                                                   11,810
Net change in unrealized appreciation of investments                                              253,393
                                                                                               ----------
     Net realized and unrealized gain on investments                                              265,203
                                                                                               ----------
          Change in net assets resulting from operations                                       $  348,703
                                                                                               ----------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
 May 31, 1995.

(See Notes which are an integral part of the Financial Statements)


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                           Period Ended
                                                                                          May 31, 1995*
                                                                                           (unaudited)
<S>                                                                                      <C>
- ---------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
Operations--
Net investment income                                                                      $     83,500
Net realized gain on investments ($11,810 net gain as computed for federal tax
purposes)                                                                                        11,810
Net change in unrealized appreciation of investments                                            253,393
                                                                                         ----------------
     Change in net assets resulting from operations                                             348,703
                                                                                         ----------------
Distributions to Shareholders--
Distributions from net investment income                                                        (83,500)
                                                                                         ----------------
Share Transactions--
Proceeds from sale of shares                                                                  8,762,802
Net asset value of shares issued to shareholders in payment of distributions declared            65,177
Cost of shares redeemed                                                                        (494,063)
                                                                                         ----------------
     Change in net assets resulting from share transactions                                   8,333,916
                                                                                         ----------------
          Change in net assets                                                                8,599,119
Net Assets:
Beginning of period                                                                                  --
End of period                                                                              $  8,599,119
                                                                                         ----------------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
 May 31, 1995.

(See Notes which are an integral part of the Financial Statements)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND
                         NOTES TO FINANCIAL STATEMENTS

                            MAY 31, 1995 (UNAUDITED)

(1) ORGANIZATION

The Biltmore Municipal Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end management
investment company. The Trust consists of three non-diversified portfolios. The
financial statements included herein present only those of Biltmore Georgia
Municipal Bond Fund (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

A.   INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing
     service, taking into consideration yield, liquidity, risk, credit quality,
     coupon, maturity, type of issue, and any other factors or market data the
     pricing service deems relevant in determining valuations for normal
     institutional size trading units of debt securities. The independent
     pricing service does not rely exclusively on quoted prices. Short-term
     securities with remaining maturities of sixty days or less at the time of
     purchase may be valued at amortized cost, which approximates fair market
     value. Investments in other open-end investment companies are valued at net
     asset value.

B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its tax-exempt income.
     Accordingly, no provisions for federal tax are necessary.

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

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Board of Trustees (the "Trustees") to issue
an unlimited number of full and fractional shares of beneficial interest
(without par value). Transactions in shares were as follows:

<TABLE>
<CAPTION>
                                                                                          Period Ended
                                                                                         May 31, 1995*
<S>                                                                                    <C>
- ---------------------------------------------------------------------------------------------------------
Shares sold                                                                                       842,992
Shares issued to shareholders in payment of distributions declared                                  6,157
Shares redeemed                                                                                   (46,928)
                                                                                       ------------------
     Net change resulting from share transactions                                                 802,221
                                                                                       ------------------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
May 31, 1995.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      BILTMORE GEORGIA MUNICIPAL BOND FUND

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Wachovia Bank of Georgia, N.A., the Fund's investment
adviser (the "Adviser"), is entitled to receive for its services an annual
investment advisory fee equal to 0.75 of 1% of the Fund's average daily net
assets. The Adviser may voluntarily choose to waive a portion of its fee and
reimburse certain operating expenses of the Fund. The Adviser can modify or
terminate this voluntary waiver and reimbursement at any time at its sole
discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust and The Biltmore Funds for
the period. FAS may voluntarily choose to waive a portion of its fee.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with FAS, the Fund will pay FAS up to 0.25 of 1% of average net assets of the
Fund for the period. This fee is to obtain certain services for shareholders and
to maintain shareholder accounts. For the period ended May 31, 1995, the Fund
did not incur a shareholder services fee.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT, PORTFOLIO ACCOUNTING AND CUSTODIAN
FEES--Federated Services Company ("FServ") serves as transfer and dividend
disbursing agent for the Fund. The fee is based on the size, type, and number of
accounts and transactions made by shareholders.

FServ also maintains the Fund's accounting records for which it receives a fee.
The fee is based on the level of the Fund's average net assets for the period,
plus out-of-pocket expenses.

Wachovia Bank of North Carolina, N.A., is the Fund's custodian for which it
receives a fee. The fee is based on the level of the Fund's average net assets
for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses incurred by the Fund will be
borne initially by FAS and are estimated to be $30,000. The Fund has agreed to
reimburse FAS for such organizational expenses during the five year period
following December 10, 1994 ( the date the Fund became effective).

GENERAL--Certain of the Officers of the Trust are Officers and Directors or
Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended May 31, 1995, were as follows:

<TABLE>
<S>                                                                                          <C>
Purchases                                                                                    $  8,249,196
                                                                                             ------------
Sales                                                                                        $    848,731
                                                                                             ------------
</TABLE>

(6) INVESTMENT TRANSACTIONS

Since the Fund invests a substantial portion of its assets in issuers located in
one state, it will be more susceptible to factors adversely affecting issuers in
that state than would be a comparable general tax-exempt mutual fund. In order
to reduce the credit risk associated with such factors, at May 31, 1995, 25.8%
of the securities in the Fund's portfolio of investments were backed by letters
of credit or bond insurance of various financial institutions and financial
guaranty assurance agencies. The value of investments insured by or supported
(backed) by a letter of credit from any one institution or agency did not exceed
10.2% of total investments.


 D.  Please replace the references to Kirkpatrick & Lockhart on page 8 and the
     outside back cover with Kirkpatrick & Lockhart LLP.

 E.  Please replace the references to Piper & Marbury on page 8 and the outside
     back cover with Piper & Marbury L.L.P.



BILTMORE GEORGIA MUNICIPAL BOND FUND
(A Portfolio of The Biltmore Municipal Funds)

Supplement to Statement of Additional Information dated December 10,
1994

A.    Please delete Malcolm T. Hopkins from the "Officers and Trustees"
table on page 5 of the  Statement of Additional Information.
B.    Please delete Joseph M. Huber from the "Officers and Trustees"
table on page 6 of the Statement    of Additional Information and
replace with the following information:
      "Peter J. Germain
      Secretary
      Senior Corporate Counsel, Federated Investors"

C.    Please insert the following information as a second paragraph
under the section entitled    "Fund       Ownership" on page 6 of the
Statement of Additional Information:

      "As of June 6, 1995, there were no shareholders of record who
owned 5% or more of the       outstanding shares of the Fund."
D.    Please insert the following "Trustees' Compensation" table after
the section entitled "Fund    Ownership" on page 6 of the Statement of
Additional Information.  In addition, please add the  heading "Trustees'
Compensation" to the Table of Contents on page I after the heading "Fund
Ownership":

"TRUSTEES' COMPENSATION

                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM                          TOTAL COMPENSATION PAID
TRUST                  TRUST*#                            FROM FUND COMPLEX +

James A. Hanley,            $ 1,089                      $ 22,275 for the Trust
and
Trustee                                             1 other investment company
in the Fund Complex
Samuel E. Hudgins,          $ 1,134                      $ 23,400 for the Trust
and
Trustee                                             1 other investment company
in the Fund Complex
J. Berkley Ingram, Jr.,                 $ 900                     $ 18,000 for
the Trust and
Trustee                                             1 other investment company
in the Fund Complex
D. Dean Kaylor,             $ 900                        $ 18,000 for the Trust
and
Trustee                                             1 other investment company
in the Fund Complex

*Information is furnished for the fiscal year ended November 30, 1994.
#The aggregate compensation is provided for the Trust, which is
comprised of 3 portfolios.
+The information is provided for the last calendar year."


E.    Please insert the following as the last paragraph in the sub-
section entitled "Advisory Fees"    under the main section entitled
"Investment Advisory Services" on page 7 of the Statement   of
Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Adviser     earned $15,204, of which $12,162 was
voluntarily waived. "

F.    Please insert the following information as the second sentence
under the section entitled    "Administrative Services" on page 7 of the
Statement of Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Fund  incurred costs for administrative services of
$1,794."

G.    Please add the following information as the final paragraph under
the section entitled "Brokerage     Transactions" on page 7 of the
Statement of Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, no brokerage    commissions were paid by the Fund."

H.    Please replace the section entitled "Total Return" on page 8 of
the Statement of Additional   Information with the following
information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Fund's      cumulative total return was 4.13%.
      Cumulative total return reflects the Fund's total performance over
a specific period of time.  This    total return assumes and is reduced
by the payment of the maximum sales load.  The Fund's total       return
is representative of only five months of investment activity since the
Fund's effective  date."
I.    Please insert the following information as a final paragraph under
the section entitled "Yield" on     page 9 of the Statement of
Additional Information:

      "The Fund's yield for the thirty-day period ended May 31, 1995,
was 4.22%."

J.    Please insert the following information as a final paragraph under
the section entitled "Tax-    Equivalent Yield" on page 9 of the
Statement of Additional Information:

      "The Fund's tax-equivalent  yield for the seven-day period ended
May 31, 1995,  was 6.39%. "

June 30, 1995


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated
    Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    Cusip 090313206
    G00807-04 (6/95)



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                              PRESIDENT'S MESSAGE

Dear Shareholder:

I am pleased to present your first Semi-Annual Report for the Biltmore North
Carolina Municipal Bond Fund. This report covers the period from December 26,
1994, when the Fund began operation, through May 31, 1995.

The report begins with a commentary on the municipal bond market by the Fund's
portfolio manager. Following the commentary are a complete listing of the Fund's
investments and its financial statements.

On your behalf, the Biltmore North Carolina Municipal Bond Fund pursues monthly,
double-tax-free income through a portfolio of high-quality North Carolina
municipal bonds. Income earned by the Fund is exempt from federal regular income
tax and the North Carolina state personal income taxes.* In addition, the Fund
is operated to qualify as an investment exempt from the North Carolina
Intangibles Personal Property Tax.

I am also pleased to report that the Fund rewarded shareholders with strong
performance over the period. Its net asset value increased from $10.00, on the
first day of the period, to $10.72 on May 31, 1995, the last day of the period.
The Fund paid $0.19 per share in dividends, and its total return figures based
on net asset value and offering price were 9.14% and 4.24%, respectively.**
Total assets at the end of the period reached $11.9 million.

Thank you for choosing the Biltmore North Carolina Municipal Bond Fund to pursue
double-tax-free income. We look forward to keeping you informed about your
investment as we provide you with the highest quality service. Of course, we
welcome your comments and suggestions.

Sincerely,

John W. McGonigle
President
June 15, 1995

 *Income may be subject to the federal alternative minimum tax or other state
  and local taxes.

**Performance quoted represents past performance. Investment return and
  principal value will fluctuate, so that an investor's shares, when redeemed,
  may be worth more or less than their original cost.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND

The municipal bond market rebounded form a difficult year in 1994 with some of
its strongest monthly gains in nine years. The powerful rally was fueled by
widespread signs of a slowing economy, modest inflation reports and the
perception that interest rate hikes would no longer be necessary in the near
future. From November 30, 1994 to May 31, 1995, the Lehman Brothers State
General Obligations Bonds Index* had a total return of 10.04%.

A weaker economy helped push the yield on 10-year AAA general obligation
municipal bonds down, from 6% on November 30, 1994 to 4.95% on May 31, 1995.
Municipal bond prices continued to gain additional support from a share decline
in volume. The Fund's portfolio manager adopted a less defensive posture, moving
to a duration that was more in line with the municipal bond market. The
portfolio manager also reduced overweighted positions in long- and short-term
bonds as the yield curve steepened.

On May 31, 1995, net assets of the Fund totaled $11.9 million. Since inception
on December 26, 1994, the net asset value of the Fund increased from $10.00 to
$10.72, and the 30-day SEC yield was 4.17%.** The Fund had an average duration
of 7.73 years on May 31, 1995.

 *This index is unmanaged.

**Performance quoted represents past performance. Investment return and
  principal value will fluctuate, so that an investor's shares, when redeemed,
  may be worth more or less than their original cost.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND

                 (A PORTFOLIO OF THE BILTMORE MUNICIPAL FUNDS)
- --------------------------------------------------------------------------------

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED DECEMBER 10, 1994

The following information is a supplement to your Prospectus. It is being
furnished to update certain information presently contained in the Prospectus,
and to comply with regulations that require mutual fund companies to provide
their shareholders with current information.

We suggest that you keep this information for your records.

 A.  Please delete the "Summary of Fund Expenses" table on page 1 of the
     Prospectus and replace it with the following table:

                            SUMMARY OF FUND EXPENSES

                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S>                                                                                       <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)                               4.50%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)                                                                       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
redemption proceeds, as applicable)                                                                       None
Redemption Fees (as a percentage of amount redeemed, if applicable)                                       None
Exchange Fee                                                                                              None
</TABLE>

                        ANNUAL FUND OPERATING EXPENSES*
               (As a percentage of projected average net assets)

<TABLE>
<S>                                                                                       <C>        <C>
Management Fee (after waiver) (1)                                                                         0.15%
12b-1 Fees                                                                                                None
Other Expenses (after waiver) (2)                                                                         0.70%
     Shareholder Servicing Agent Fee (3)                                                      0.00%
          Total Fund Operating Expenses (after waiver) (4)                                                0.85%
</TABLE>

(1)The estimated management fee has been reduced to reflect the anticipated
   voluntary waiver by the investment adviser. The adviser can terminate this
   voluntary waiver at anytime at its sole discretion. The maximum management
   fee is 0.75%.

(2)Other expenses are 0.84% absent the voluntary waiver by the administrator.
   The administrator can terminate the voluntary waiver at any time at its sole
   discretion.

(3)The Fund has no present intention of paying or accruing the shareholder
   servicing agent fee during the fiscal year ending November 30, 1995. If the
   Fund were paying or accruing the shareholder servicing agent fee, the Fund
   would be able to pay up to 0.25 of 1% of the Fund's average daily net assets
   for the shareholder servicing agent fee. See "The Biltmore Municipal Funds
   Information."

(4)The Total Fund Operating Expenses are estimated to be 1.59%, absent the
   anticipated voluntary waivers by the Fund's adviser and administrator.

 * Total Fund Operating Expenses in the table above are estimated based on
   average expenses expected to be incurred during the fiscal year ending
   November 30, 1995. During the course of this period, expenses may be more or
   less than the average amount shown.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of the Fund will bear, either directly or
indirectly. For more complete descriptions of the various costs and expenses,
see "The Biltmore Municipal Funds Information" and "Investing in the Fund."

<TABLE>
<CAPTION>
Example                                                                               1 Year     3 Years
<S>                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual
return; (2) redemption at the end of each time period; and (3) payment of the
maximum sales load. As noted in the table above, the Fund charges no redemption
fees.                                                                                   $53        $71
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE IS BASED
ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING NOVEMBER 30, 1995.


 B.  Please insert the following "Financial Highlights" table as page 2 of the
     Prospectus, following the "Summary of Fund Expenses" table and before the
     section entitled "General Information." In addition, please add the
     heading "Financial Highlights" to the Table of Contents on page I after
     the heading "Summary of Fund Expenses."

        BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND FINANCIAL HIGHLIGHTS

                (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                        Period Ended
                                                                                       May 31, 1995(a)
                                                                                         (unaudited)
<S>                                                                                  <C>
- --------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $   10.00
Income from investment operations
  Net investment income                                                                        0.19
  Net realized and unrealized gain (loss) on investments                                       0.72
                                                                                            -------
  Total from investment operations                                                             0.91
Less distributions
  Distributions from net investment income                                                    (0.19)
                                                                                            -------
NET ASSET VALUE, END OF PERIOD                                                            $   10.72
                                                                                            -------
Total Return (b)                                                                               9.14%
Ratios to Average Net Assets
  Expenses                                                                                     0.85%(c)
  Net investment income                                                                        4.31%(c)
  Expense waiver/reimbursement (d)                                                             0.84%(c)
Supplemental Data
  Net assets, end of period (000 omitted)
                                                                                                $11,852
  Portfolio turnover rate                                                                         3%
</TABLE>

 (a) Reflects operations for the period from December 26, 1994 (date of initial
     public investment) to May 31, 1995.

(b) Based on net asset value, which does not reflect the sales charges, if
    applicable.

 (c) Computed on an annualized basis.

(d) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

 C.  Please insert the following financial statements at the end of the
     Prospectus, beginning on page 18. In addition, please add the heading
     "Financial Statements" to the Table of Contents on page I of the
     Prospectus, immediately before "Addresses."

                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                            PORTFOLIO OF INVESTMENTS

                            MAY 31, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
 Principal                                                                         Credit
   Amount                                                                          Rating*        Value
<C>           <S>                                                                <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--89.9%
$    190,000  Buncombe County, NC, 5.20% GO UT Bonds (Callable
              5/1/2003 @102), 5/1/2008                                                   Aa   $     189,460
     500,000  Cabarrus County, NC, 4.60% GO UT Refunding Bonds (Callable
              3/1/2003 @102)/(FGIC Insured), 3/1/2007                                   AAA         466,315
     800,000  Cabarrus County, NC, 4.60% GO UT Refunding Bonds (Callable
              3/1/2003 @102)/(FGIC Insured), 3/1/2008                                   AAA         733,880
     840,000  Charlotte, NC, 5.00% GO UT Refunding Bonds (Original Issue Yield:
              5.15%), 2/1/2012                                                          AAA         805,543
     100,000  Charlotte, NC, Water & Sewer, 5.70% GO UT Bonds (Callable
              2/1/2004 @101 1/2), 2/1/2007                                              AAA         105,699
     460,000  Charlotte-Mecklenburg, NC, Hospital Authority, 5.75% Health Care
              System Revenue Refunding Bonds (Callable 1/1/2002 @102)/(Original
              Issue Yield: 6.498%), 1/1/2012                                             AA         456,578
     100,000  Cumberland County, NC, 5.70% GO UT Bonds (Callable
              2/1/2003 @101 1/2)/(MBIA Insured), 2/1/2006                               AAA         104,974
     100,000  Cumberland County, NC, 6.375% Certificate of Participation (Civic
              Center Project)/(Series A)/(Callable 12/1/2004 @102)/ (AMBAC
              Insured)/(Original Issue Yield: 6.50%), 12/1/2010                         AAA         106,506
     210,000  Cumberland County, NC, Hospital System, 6.00% Revenue Bonds
              (Callable 10/1/2001 @100)/(MBIA Insured)/(Original Issue Yield:
              6.84%), 10/1/2021                                                         AAA         212,734
     110,000  Dare County, NC, 5.00% GO UT Refunding Bonds (Callable
              5/1/2003 @102)/(MBIA Insured), 5/1/2010                                   AAA         105,744
     100,000  Durham County, NC, 5.75% GO UT Bonds (Callable 2/1/2002 @102),
              2/1/2009                                                                  AAA         104,362
      50,000  Durham County, NC, Public Improvements, 5.80% GO UT Bonds
              (Callable 4/1/2004 @102)/(Original Issue Yield: 6.00%), 4/1/2010          AAA          52,298
     100,000  Durham, NC, 5.80% GO UT Revenue Bonds (Callable
              2/1/2005 @102)/(Original Issue Yield: 5.95%), 2/1/2012                    AAA         103,860
      50,000  Durham, NC, Water & Sewer Utility System, 5.80% Revenue Bonds
              (Original Issue Yield: 5.85%), 12/1/2003                                   AA          53,187
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                            PORTFOLIO OF INVESTMENTS

<TABLE>
<CAPTION>
 Principal                                                                         Credit
   Amount                                                                          Rating*        Value
<C>           <S>                                                                <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--continued
$    410,000  East Carolina University, NC, 5.25% Revenue Bonds (Student
              Services System)/(Callable 5/1/2003 @102), 5/1/2007                         A   $     404,625
     100,000  East Carolina University, NC, 5.50% Revenue Bonds (Student
              Services System)/(Callable 5/1/2003 @102)/(Original Issue Yield:
              5.60%), 5/1/2018                                                            A          94,285
     500,000  Fayetteville, NC, Public Works Community, 4.75% Revenue Refunding
              Bonds (Callable 3/1/2003 @100)/(FGIC Insured)/ (Original Issue
              Yield: 5.23%), 3/1/2014                                                   AAA         449,400
     340,000  Fremont, NC, Housing Development Corp., 6.75% Revenue Refunding
              Bonds (Torhunta Apartments)/(Callable 7/15/2003 @100)/(FNMA
              Guaranteed)/(FHA Insured), 7/15/2022                                      Aaa         350,013
     100,000  Gastonia, NC, Combined Utilities System, 6.00% Revenue Bonds
              (Callable 5/1/2004 @102)/(MBIA Insured)/(Original Issue Yield:
              6.10%), 5/1/2014                                                          AAA         103,228
     105,000  Greensboro, NC, 6.65% Certificate of Participation (Coliseum
              Arena Expansion Project)/(Callable 12/1/2001 @102)/(Original
              Issue Yield: 6.70%), 12/1/2004                                             AA         115,852
     100,000  Greenville, NC, Combined Enterprise System, 5.70% Revenue Bonds
              (Callable 9/1/2004 @102)/(Original Issue Yield: 5.75%), 9/1/2006           A+         103,863
      75,000  Harnett County, NC, 5.90% Certificate of Participation (AMBAC
              Insured), 12/1/2000                                                       AAA          79,877
     600,000  High Point, NC, 5.60% GO UT Revenue Bonds (Callable
              3/1/2005 @101 1/2), 3/1/2008                                               AA         626,382
     100,000  Martin County, NC, Industrial Facilities, 6.80% Pollution Control
              Revenue Bonds (Solid Waste Disposal-Weyerhaeuser)/ (Callable
              5/1/2004 @102)/(Subject to AMT), 5/1/2024                                  A2         105,309
     100,000  Mecklenburg County, NC, 5.90% GO UT Refunding Bonds (Callable
              3/1/2002 @101), 3/1/2004                                                  AAA         107,474
     100,000  Mecklenburg County, NC, Public Improvements, 6.25% GO UT Bonds,
              1/1/2010, Prerefunded 1/1/2002 @102                                       AAA         110,457
     505,000  Monroe, NC, Combined Enterprise System, 6.00% Revenue Bonds
              (Callable 3/1/2004 @102)/(Original Issue Yield: 6.20%), 3/1/2019            A         512,939
     100,000  North Carolina Educational Facilities, 6.00% GO Revenue Refunding
              Bonds (Davidson College Project)/(Callable
              12/1/2002 @102)/(Original Issue Yield: 6.20%), 12/1/2012                  AA-         102,841
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                            PORTFOLIO OF INVESTMENTS

<TABLE>
<CAPTION>
 Principal                                                                         Credit
   Amount                                                                          Rating*        Value
<C>           <S>                                                                <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Long-Term Municipal Securities--continued
$    100,000  North Carolina HFA, 6.60% Revenue Bonds (Series Z)/ (Callable
              9/1/2004 @102)/(Subject to AMT), 9/1/2026                                  Aa   $     102,217
      20,000  North Carolina HFA, 6.90% Revenue Refunding Bonds (Series
              B)/(Callable 7/1/2002 @102)/(FHA Insured), 7/1/2024                        Aa          20,931
      50,000  North Carolina Medical Care Community, 6.125% Revenue Refunding
              Bonds (Rex Hospital Project)/(Callable 6/1/2003 @102)/(Original
              Issue Yield: 6.219%), 6/1/2010                                             A1          51,220
     850,000  North Carolina Medical Care Community, 7.375% Revenue Refunding
              Bonds (Presbyterian Hospital Project)/(Original Issue Yield:
              7.417%), 10/1/2020, Prerefunded 10/1/2000 @102                            AAA         976,752
     115,000  North Carolina Municipal Power Agency, 5.90% Revenue Refunding
              Bonds (No. 1 Catawba Electric)/(Original Issue Yield: 5.95%),
              1/1/2003                                                                    A         119,621
     100,000  North Carolina Municipal Power Agency, 7.875% Revenue Refunding
              Bonds, 1/1/2019, Prerefunded 1/1/1998 @102                                AAA         110,465
   1,000,000  North Carolina State, 4.80% GO UT Refunding Bonds (Prison
              Facilities)/(Series C)/(Callable 3/1/2002 @102), 3/1/2009                 AAA         954,350
     400,000  Raleigh, NC, 6.40% GO UT Refunding Bonds (Callable
              3/1/2001 @102), 3/1/2006                                                  AAA         435,348
     250,000  Rutherford County, NC, 5.10% GO UT Refunding Bonds (Callable
              6/1/2003 @102)/(MBIA Insured), 6/1/2009                                   AAA         245,343
      50,000  University of North Carolina, Utility System, 7.30% Revenue
              Bonds, 8/1/2011, Prerefunded 8/1/1996 @103                                AAA          53,314
     650,000  Wake County, NC, 4.70% GO UT Refunding Bonds (Callable 4/1/2003
              @101), 4/1/2005                                                           AAA         637,917
      75,000  Wilmington, NC, Water Utilities, 5.60% GO UT Revenue Bonds
              (Callable 6/1/2004 @102), 6/1/2010                                         A1          76,374
                                                                                              -------------
              Total Long-Term Municipal Securities
              (identified cost $10,235,544)                                                      10,651,537
                                                                                              -------------
Short-Term Municipal Securities--5.4%
     400,000  Alamance County, NC, Industrial Facilities, Daily VRDNs Pollution
              Control Revenue Bonds (Science Manufacturing, Inc.
              Project)/(Credit Lyonnais LOC)                                             A1         400,000
</TABLE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                            PORTFOLIO OF INVESTMENTS

<TABLE>
<CAPTION>
 Principal                                                                         Credit
   Amount                                                                          Rating*        Value
<C>           <S>                                                                <C>          <C>
- -----------------------------------------------------------------------------------------------------------
Short-Term Municipal Securities--continued
$    245,000  Halifax County, NC, Industrial Facilities, Daily VRDNs Pollution
              Control Revenue Bonds (LG & E Roanoke)/(Credit Suisse LOC)                AA+   $     245,000
                                                                                              -------------
              Total Short-Term Municipal Securities
              (at amortized cost)                                                                   645,000
                                                                                              -------------
Open-end Investment Company--2.3%
     266,099  Fidelity Tax-Exempt Money Market Fund (at net asset value)                            266,099
                                                                                              -------------
              Total Investments (identified cost $11,146,643)                                 $  11,562,636+
                                                                                              -------------
</TABLE>

* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings.

+ The cost of investments for federal tax purposes amounts to $11,146,643. The
  unrealized appreciation of investments on a federal tax basis amounts to
  $415,993 at May 31, 1995.

Note: The categories of investments are shown as a percentage of net assets
($11,851,700) at
     May 31, 1995.

The following abbreviations are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
AMT--Alternative Minimum Tax
FGIC--Financial Guaranty Insurance Company
FHA--Federal Housing Administration
FNMA--Federal National Mortgage Association
GO--General Obligation
HFA--Housing Finance Agency
LOC--Letter of Credit
MBIA--Municipal Bond Investors Assurance
UT--Unlimited Tax

(See Notes which are an integral part of the Financial Statements)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                      STATEMENT OF ASSETS AND LIABILITIES

                            MAY 31, 1995 (UNAUDITED)

<TABLE>
<S>                                                                              <C>        <C>
Assets:
Investments in securities, at value (identified and tax cost $11,146,643)                   $  11,562,636
Cash                                                                                                  903
Income receivable                                                                                 157,998
Receivable for shares sold                                                                        153,589
                                                                                            -------------
     Total assets                                                                              11,875,126
Liabilities:
Income distribution payable                                                      $  12,105
Accrued expenses                                                                    11,321
                                                                                 ---------
     Total liabilities                                                                             23,426
                                                                                            -------------
Net Assets for 1,105,303 shares outstanding                                                 $  11,851,700
                                                                                            -------------
Net Assets Consists of:
Paid-in capital                                                                             $  11,432,034
Net unrealized appreciation of investments                                                        415,993
Accumulated net realized gain on investments                                                        3,673
                                                                                            -------------
     Total Net Assets                                                                       $  11,851,700
                                                                                            -------------
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($11,851,700 / 1,105,303 shares outstanding)                             $10.72
                                                                                            -------------
Offering Price Per Share (100/95.50 of $10.72)*                                                    $11.23
                                                                                            -------------
</TABLE>

*See 'What Shares Cost' in the Prospectus.

(See Notes which are an integral part of the Financial Statements)


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                            STATEMENT OF OPERATIONS

                     PERIOD ENDED MAY 31, 1995 (UNAUDITED)*

<TABLE>
<S>                                                                      <C>        <C>        <C>
Investment Income:
Interest                                                                                       $  148,136
Expenses:
Investment advisory fee                                                             $  21,542
Administrative personnel and services fee                                               2,588
Custodian fees                                                                            574
Transfer agent and dividend disbursing agent fees and expenses                          3,762
Trustees' fees                                                                            126
Legal fees                                                                                280
Portfolio accounting fees                                                              12,624
Printing and postage                                                                    4,085
Insurance premiums                                                                      1,214
Miscellaneous                                                                           1,462
                                                                                    ---------
     Total expenses                                                                    48,257
Deduct--
Waiver of investment advisory fee                                        $  17,234
Reimbursement of other operating expenses                                    6,608
                                                                         ---------
     Total waivers/reimbursements                                                      23,842
                                                                                    ---------
          Net expenses                                                                             24,415
                                                                                               ----------
               Net investment income                                                              123,721
                                                                                               ----------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain on investments                                                                    3,673
Net change in unrealized appreciation of investments                                              415,993
                                                                                               ----------
     Net realized and unrealized gain on investments                                              419,666
                                                                                               ----------
          Change in net assets resulting from operations                                       $  543,387
                                                                                               ----------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
 May 31, 1995.

(See Notes which are an integral part of the Financial Statements)


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                         Period Ended
                                                                                         May 31, 1995*
                                                                                          (unaudited)
<S>                                                                                   <C>
- ---------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets:
Operations--
Net investment income                                                                    $     123,721
Net realized gain on investments ($3,673 net gain as computed for federal tax
purposes)                                                                                        3,673
Net change in unrealized appreciation of investments                                           415,993
                                                                                      -------------------
     Change in net assets resulting from operations                                            543,387
                                                                                      -------------------
Distributions to Shareholders--
Distributions from net investment income                                                      (123,721)
                                                                                      -------------------
Share Transactions--
Proceeds from sale of shares                                                                11,463,716
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                        90,050
Cost of shares redeemed                                                                       (121,732)
                                                                                      -------------------
     Change in net assets resulting from share transactions                                 11,432,034
                                                                                      -------------------
          Change in net assets                                                              11,851,700
Net Assets:
Beginning of period                                                                                 --
End of period                                                                            $  11,851,700
                                                                                      -------------------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
 May 31, 1995.

(See Notes which are an integral part of the Financial Statements)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
                         NOTES TO FINANCIAL STATEMENTS

                            MAY 31, 1995 (UNAUDITED)

(1) ORGANIZATION

The Biltmore Municipal Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end management
investment company. The Trust consists of three non-diversified portfolios. The
financial statements included herein present only those of Biltmore North
Carolina Municipal Bond Fund (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

A.   INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing
     service, taking into consideration yield, liquidity, risk, credit quality,
     coupon, maturity, type of issue, and any other factors or market data the
     pricing service deems relevant in determining valuations for normal
     institutional size trading units of debt securities. The independent
     pricing service does not rely exclusively on quoted prices. Short-term
     securities with remaining maturities of sixty days or less at the time of
     purchase may be valued at amortized cost, which approximates fair market
     value. Investments in other open-end investment companies are valued at net
     asset value.

B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its tax-exempt income.
     Accordingly, no provisions for federal tax are necessary.

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

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Board of Trustees ("Trustees") to issue an
unlimited number of full and fractional shares of beneficial interest (without
par value). Transactions in shares were as follows:

<TABLE>
<CAPTION>
                                                                                         Period Ended
                                                                                         May 31, 1995*
<S>                                                                                   <C>
- ---------------------------------------------------------------------------------------------------------
Shares sold                                                                                 1,108,368
Shares issued to shareholders in payment of distributions declared                              8,541
Shares redeemed                                                                               (11,606)
                                                                                      -------------------
     Net change resulting from share transactions                                           1,105,303
                                                                                      -------------------
</TABLE>

*For the period from December 26, 1994 (date of initial public investment) to
May 31, 1995.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Wachovia Bank of North Carolina, N.A., the Fund's
investment adviser (the "Adviser"), is entitled to receive for its services an
annual investment advisory fee equal to 0.75 of 1% of the Fund's average daily
net assets. The Adviser may voluntarily choose to waive a portion of its fee and
reimburse certain operating expenses of the Fund. The Adviser can modify or
terminate this voluntary waiver and reimbursement at any time at its sole
discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust and The Biltmore Funds for
the period. FAS may voluntarily choose to waive a portion of its fee.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with FAS, the Fund will pay FAS up to 0.25 of 1% of average daily net assets of
the Fund for the period. This fee is to obtain certain services for shareholders
and to maintain shareholder accounts. For the period ended May 31, 1995, the
Fund did not incur a shareholder services fee.

TRANSFER AND DIVIDEND DISBURSING AGENT, PORTFOLIO ACCOUNTING AND CUSTODIAN
FEES--Federated Services Company ("FServ") serves as transfer and dividend
disbursing agent for the Fund. The fee is based on the size, type, and number of
accounts and transactions made by shareholders.

FServ also maintains the Fund's accounting records for which it receives a fee.
The fee is based on the level of the Fund's average net assets for the period,
plus out-of-pocket expenses.

Wachovia Bank of North Carolina, N.A., is the Fund's custodian for which it
receives a fee. The fee is based on the level of the Fund's average net assets
for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses incurred by the Fund will be
borne initially by FAS and are estimated to be $30,000. The Fund has agreed to
reimburse FAS for such organizational expenses during the five year period
following December 10, 1994 (the date the Fund became effective).

GENERAL--Certain of the Officers of the Trust are Officers and Directors or
Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended May 31, 1995, were as follows:

<TABLE>
<S>                                                                                         <C>
Purchases                                                                                   $  10,395,614
                                                                                            -------------
Sales                                                                                       $     163,253
                                                                                            -------------
</TABLE>

(6) CONCENTRATION OF CREDIT RISK

Since the Fund invests a substantial portion of its assets in issuers located in
one state, it will be more susceptible to factors adversely affecting issuers in
that state than would be a comparable general tax-exempt mutual fund. In order
to reduce the credit risk associated with such factors, at May 31, 1995, 31.3%
of the securities in the Fund's portfolio of investments were backed by letters
of credit or bond insurance of various financial institutions and financial
guaranty assurance agencies. The value of investments insured by or supported
(backed) by a letter of credit from any one institution or agency did not exceed
15.2% of total investments.


 D.  Please replace the references to Kirkpatrick & Lockhart on page 8 and the
     outside back cover with Kirkpatrick & Lockhart LLP.

 E.  Please replace the references to Piper & Marbury on page 8 and the outside
     back cover with Piper & Marbury L.L.P.



BILTMORE NORTH CAROLINA MUNICIPAL BOND FUND
(A Portfolio of The Biltmore Municipal Funds)

Supplement to Statement of Additional Information dated December 10,
1994

A.    Please delete Malcolm T. Hopkins from the "Officers and Trustees"
table on page 6 of the  Statement of Additional Information.

B.    Please delete Joseph M. Huber from the "Officers and Trustees"
table on page 6 of the Statement    of Additional Information and
replace with the following information:
      "Peter J. Germain
      Secretary
      Senior Corporate Counsel, Federated Investors"

C.    Please insert the following information as a second paragraph
under the section entitled    "Fund Ownership" on page 6 of the
Statement of Additional Information:
      "As of June 6, 1995, the following shareholder of record owned 5%
or more of the outstanding
      shares of the Fund:  Wachovia Securities, Inc., Winston-Salem,
North Carolina, on behalf of  certain underlying accounts, owned
approximately 98,156 shares (8.74%)."
D.    Please insert the following "Trustees' Compensation" table after
the section entitled "Fund    Ownership" on page 6 of the Statement of
Additional Information.  In addition, please add the  heading "Trustees'
Compensation" to the Table of Contents" on page I after the heading
"Fund       Ownership":
"TRUSTEES' COMPENSATION

                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM                          TOTAL COMPENSATION PAID
TRUST                  TRUST*#                            FROM FUND COMPLEX +

James A. Hanley,            $ 1,089                      $ 22,275 for the Trust
and
Trustee                                              1 other investment company
in the Fund Complex
Samuel E. Hudgins,          $ 1,134                      $ 23,400 for the Trust
and
Trustee                                              1 other investment company
in the Fund Complex
J. Berkley Ingram, Jr.,                 $ 900                      $ 18,000 for
the Trust and
Trustee                                              1 other investment company
in the Fund Complex
D. Dean Kaylor,             $ 900                        $ 18,000 for the Trust
and
Trustee                                              1 other investment company
in the Fund Complex

*Information is furnished for the fiscal year ended November 30, 1994.
#The aggregate compensation is provided for the Trust, which is
comprised of 3 portfolios.
+The information is provided for the last calendar year."


E.    Please insert the following as the last paragraph in the sub-
section entitled "Advisory Fees"    under the main section entitled
"Investment Advisory Services" on page 7 of the Statement   of
Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Adviser     earned $21,542 , of which $17,234 was
voluntarily waived. "

F.    Please insert the following information as the second sentence
under the section entitled    "Administrative Services" on page 7 of the
Statement of Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Fund  incurred costs for administrative services of
$2,588."

G.    Please add the following information as the final paragraph under
the section entitled "Brokerage     Transactions" on page 7 of the
Statement of Additional Information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, no brokerage    commissions were paid by the Fund."

H.    Please replace the section entitled "Total Return" on page 8 of
the Statement of Additional   Information with the following
information:
      "From the date of initial public investment, December 26, 1994, to
May 31, 1995, the Fund's      cumulative total return was 4.24%.
      Cumulative  total return reflects the Fund's total performance
over a specific period of time.  This     total return assumes and is
reduced by the payment of the maximum sales load.  The Fund's total
return is representative of only five months investment activity since
the Fund's effective date."
I.    Please insert the following information as a final paragraph under
the section entitled "Yield" on     page 9 of the Statement of
Additional Information:

      "The Fund's yield for the thirty-day period ended May 31, 1995,
was 4.17%."

J.    Please insert the following information as a final paragraph under
the section entitled "Tax-    Equivalent Yield" on page 9 of the
Statement of Additional Information:

      "The Fund's tax-equivalent yield for the seven-day period ended
May 31, 1995, was 6.42%. "

June 30, 1995


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated
    Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    Cusip 090313305
    G00807-05 (6/95)





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