CAMBRIDGE SERIES TRUST
N-30D, 1994-12-01
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TO OUR SHAREHOLDERS:
    The past year has been a difficult one for both the stock and bond markets.
At Cambridge, we wanted to share with you our thoughts about the markets and
suggest some simple strategies you may want to consider.

    Each investor has a unique level of tolerance for risk and market
volatility. Therefore, we believe that first, it is important for you to decide
whether you are an INVESTOR or a TRADER. Let us explain. A trader is someone who
tries to capture investment gains over a fairly short period of time-say six
months to one year. For the trader, market swings like those we have witnessed
over the past several months are nervous times that lead to short-term buy and
sell decisions, based on short-term market phenomena. Investors, on the other
hand, take a long-term approach to investing. They see times of market weakness
not as nervous times, but as times of opportunity. It is during these markets
that investors are able to add to their portfolios and buy securities at prices
which are lower than perhaps they were in the past. Ask yourself, when do you
think it is the best time to buy stocks and bonds? When prices are high or when
prices are low? When opportunities are created by market volatility, doesn't it
make sense to look for those opportunities and use them to enhance portfolio
holdings? For investors, these questions are easy ones.

    Let us suggest that you consider doing three things. First, call your
financial consultant and schedule an appointment with him or her to review your
financial goals. Decide what level of return you seek based on the level of risk
you are willing to accept. Don't expect your financial consultant to work
miracles. Financial consultants provide an invaluable service by helping their
clients balance their expectations with the realities of the stock and bond
markets. The higher the return you seek, the higher the risk or volatility you
must accept. It is that simple. Second, take this opportunity to adjust your
portfolio to better suit your needs. Make sure that you are diversified in
different types of investments, including some of which are con-

                                   1
<PAGE>

servative. For years, the very best investors have put the simple discipline
of diversification to work. Finally, keep a long-term perspective. Over the
years, investors who have kept their investment disciplines intact, IN BOTH GOOD
AND BAD MARKETS, have been rewarded. In fact, while past performance is no
guarantee of future results, since 1926 history tells us that over rolling five-
year periods in the S&P 500*, investors' chances of having a positive total
return are about 90%. If you extend that horizon to 10 years, your chances of
making money increase to 99%**. We think investors should keep these facts in
mind.

    All of us at Cambridge want to be helpful to you and your financial
consultant as you strive to achieve your financial goals.  The following pages
list several suggested portfolio allocations using the Cambridge Family of
Funds. We hope these suggestions will be useful. Feel free to contact us at 1-
800-382-0016 if we can be of assistance. Sincerely,

(Signature of Daniel J. Ludeman)            (Signature of Peter J. Quinn, Jr.)
        Daniel J. Ludeman                          Peter J. Quinn, Jr.
             CHAIRMAN                                  PRESIDENT

* The S&P 500 is an unmanaged index which consists of 500 widely held common
  stocks. An unmanaged index does not reflect expenses and may not correspond
  to the Cambridge portfolios, which are actively managed and incur expenses.
  INDEX HOLDINGS DIFFER FROM PORTFOLIO HOLDINGS, AND INDEX PERFORMANCE IS NOT
  INDICATIVE OF PORTFOLIO PERFORMANCE.

**Source: Ibbotson & Associates 1926-1993

2

<PAGE>

INVESTOR PROFILES AND SUGGESTED ALLOCATIONS*

    THE MAXIMUM GROWTH INVESTOR is oriented towards investments that maximize
returns. They are aware of and accept the higher levels of volatility that arise
from a portfolio consisting entirely of equity securities. Income is not a
necessary consideration for this type of investor.


(Pie Chart appears here with the following data points:)


Global Portfolio              30%
Capital Growth Portfolio      30%
Growth Portfolio              40%




    THE CONSERVATIVE GROWTH INVESTOR prefers more moderate levels of risk
while maintaining their growth objective. Expectations are to achieve an average
or better than average return on their investments. Income is not a
consideration for the Conservative Growth Investor.


(Pie Chart appears here with the following data points:)


Income & Growth Portfolio      20%
Growth Portfolio               20%
Global Portfolio               20%
Capital Growth Portfolio       40%





THE MAXIMUM INCOME & GROWTH INVESTOR  can best be characterized as one whose
investment goals consist of pursuing maximum growth opportunities while
generating some current income. This investor has a fairly high risk tolerance
and is willing to accept moderate to high levels of volatility to achieve their
desired level of higher total return.

(Pie Chart appears here with the following data points:)



Fixed-Income                     10%
Growth Portfolio                 10%
Capital Growth Portfolio         10%
Global Portfolio                 10%
Income & Growth Portfolio        60%


                                                                              3

<PAGE>

                    THE CONSERVATIVE INCOME AND GROWTH
    INVESTOR has a moderate to low risk tolerance and seeks a conservative blend
of equity and debt securities. Their objective is to achieve an average return
while affording the opportunity for some current income. The overall goal is
growth of capital while minimizing portfolio volatility.


(Pie Chart appears here with the following data points:)

Growth Portfolio              5%
Money-Market                  5%
Capital Growth Portfolio      5%
Global Portfolio              5%
Fixed-Income                 20%
Income & Growth Portfolio    60%







    THE MAXIMUM INCOME INVESTOR'S investment objective is current
income. They are willing to invest in securities that may be moderately volatile
if it will result in a higher level of current income. Growth of capital is not
an investment criteria for this investor.

(Pie Chart appears here with the following data points:)

Money-Market      5%
Fixed-Income     95%





THE CONSERVATIVE INCOME INVESTOR is generally
conservative and needs current income to meet normal expenses. They are willing
to accept lower levels of current income if it enables them to protect their
investment capital. Growth of capital is not a consideration for this
investor.


(Pie Chart appears here with the following data points:)


Income & Growth Portfolio    5%
Money-Market                10%
Fixed-Income                85%






* These are suggested allocations only. There can be no guarantee
that these allocations or the actual portfolio will achieve the desired
objective.


4

<PAGE>

PORTFOLIO MANAGERS' COMMENTARIES

CAMBRIDGE GROWTH PORTFOLIO
    1994 was a difficult year for the portfolio. Growth stocks underperformed
the overall stock market due to increases in interest rates which resulted in
decreases in price/earnings multiples. Additionally, with a stronger economy,
investors focused on the more robust earnings gains found in the cyclical
industries, such as autos, papers, and chemicals.

    Our current strategy is somewhat defensive given the current environment of
rising interest rates. We do not attempt to time the market. We normally
maintain a fully invested posture with cash of less than 10% of total assets.
Cash is currently 2% of fund assets. We are focusing on high quality growth
stocks with highly predictable earnings where earnings are less exposed to
economic risk. Approximately 18% of the portfolio is invested in technology
stocks. While these are not defensive issues, we expect that this sector will
have the potential to continue to outperform the market, given the demands for
products which generate productivity enhancements worldwide. We also have about
15% of the portfolio invested in health care. With the threats of health care
reform abating, this group is rebounding from very depressed levels.


                                                   BETH C. COTNER

CAMBRIDGE CAPITAL GROWTH PORTFOLIO
    In reviewing the year, the largest factor affecting the capital markets has
been the surge in economic growth and the attendant expectation that eventually
inflation would reemerge as a problem. Although we have not, in fact, seen any
strong signs of inflationary pressures in the data to date, concern is at a
higher level now than when the Federal Reserve first began to raise rates last
February. We have now experienced four quarters in a row in which GDP rose more
than 3%, the unemployment rate has continued to tick down while the workweek is
the longest it has been in years, the dollar continues to trend lower against
major foreign currencies, and mid-term elections are taking precedence in
Washington over fiscal policy administration. Based on the aforementioned
factors, it would seem that in spite of the bond market's steep correction to
date, there may indeed be more upside to interest rates and that the equity
market's valuation at current levels continues to appear high in relation to
that of fixed income alternatives.

    We are highly encouraged by the recent resurgent strength shown by quality
growth stocks as a group. The earnings reports for the second and third quarters
of 1994 showed excellent growth year over year and therefore are going to be
incredibly high hurdles to overcome next year especially if the Fed success in
slowing the momentum of the economy. Companies which will show continued
earnings momentum are going to become somewhat of a scarce item as we head into
1995 and we believe that the companies that have been most ignored by the market
over the past two years, those with the quality growth that we focus on, will be
direct beneficiaries. Some of the qualities such companies exhibit which set
them apart in an investor's eyes include strong and stable earnings growth
regardless of the point in the economic cycle, good balance sheets

5

<PAGE>

and other financial characteristics, excellent growth prospects looking
forward and competent managements.

    Your portfolio benefited from many of the technology, telecommunications and
capital goods sector names which were added over the past six months. Many of
the companies in the technology sector in particular are achieving good price
gains based on excellent financial performance both in the U.S. and overseas.
The healthcare sector's good relative performance has also helped the portfolio.
Over the course of the year, there were several stocks which were sold based on
disappointing earnings, price performance or a change in the fundamental story
of the company and these stocks also detracted from the overall performance of
the portfolio. Included in this list would be the railroad stocks, and several
technology holdings.

    The cash reserve position at the end of the fiscal year at 14.76% is
substantially lower than at the same time last year as we have been able to
invest in several very attractive quality growth names at reasonable valuations.
We will continue to search for and invest in those stocks most appropriate for
the objectives of the portfolio.

                                             CATHY DUDLEY

CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
    Fiscal 1994 has been a year of change for the Government Portfolio. In
February, Cambridge Investment Advisors transitioned the management of the
portfolio from Federated Advisors to Pacific Investment Management Company
(PIMCO). This change was a result of Cambridge Investment Advisors desire to
decrease the portfolio's dependence on premium GNMA securities.

    During Federated's tenure as manager of the portfolio, they had the
following comments regarding the markets in the quarter ended December 31, 1993:


    "The fourth quarter of 1993 introduced a substantial boost in economic
statistics which caused a reactive spike in interest rates across the yield
curve. Although this abrupt end to the bull market was a near term negative for
the mortgage-backed market, the impact in the long run should be positive as
prepayment risks will subside. This outlook is supported by the MBA Refinance
Index which has fallen more than 50 percent from its all time peak in September.
This decrease in prepayment activity, combined with the change in expectations
from falling interest rates to more stable interest rates, will induce investors
to increase their mortgage-backed securities allocations as capital appreciation
gives way to yield in striving for total rate of return. This increase in
demand, combined with reduced new supply, will improve the technicals of the
mortgage-backed market.

    The Fund has reduced its duration by eight tenths of a year during the
fourth quarter in light of the economic strength and increased market
volatility. The barbelled structure of the Fund remains in place, but additional
weighting has been given to the short end of the portfolio. Treasury securities
were the primary mechanism used to manipulate this weighting. The Treasury
position was moved down the yield curve as ten year notes were sold in favor of
two year notes to reduce fund volatility during the fourth quarter market sell
off. The two year note position has since been swapped into GNMA 7.5 percent in
January since this coupon now offers very little in refinancing options for the
underlying mortgage holder. In addition, the Fund eliminated the dollar roll in
FNMA 6.5 percent securities in favor of FNMA 7.0 percent securities."

6

<PAGE>

    In February of 1994, PIMCO took over day-to-day management of the portfolio
and has since repositioned the portfolio into a broader array of financial
instruments. The higher than normal turnover witnessed in the portfolio this
year was a result of two factors. First, PIMCO's repositioning strategies to
move the portfolio in line with their investment bias. Second, the bond market
continued to experience heightened volatility as the increase economic growth
fueled higher interest levels. PIMCO has actively managed the portfolio to
protect the fund in this market environment and offered the following comments
relative to their tenure as portfolio manager: 

    We seek to provide a portfolio with the interest rate risk similar to a five
year U.S. government Treasury bond while providing a higher total return. We
pursue our objective by investing at least 65% of the portfolio value in U.S.
government securities, including U.S. agency mortgage-backed securities. Up to
35% of the Fund may be invested in non-U.S. government securities such as
corporate bonds (subject to a Baa minimum quality), non-agency mortgages)
subject to a A minimum quality), securities of foreign issuers and less liquid
securities (subject to a 15% maximum). The Fund may borrow up to 33% of the
Funds total market value, however reverse repurchase agreements are limited to
15%. 

    We plan to use the mortgage sector extensively in our strategies, including
interest-only and principal only securities (up to 10%), non-agency mortgage-
backed securities and floating rate mortgage-backed securities. We will use
mortgages in a diversified manner (spreading risk along a number of dimensions)
and prudently to keep the overall risk characteristics of the Fund in line with
the 5-year Treasury benchmark. We will also use leverage periodically, including
reverse repurchase agreements, to enhance the income of the Fund. But again, we
will not use leverage to alter the risks of the Fund significantly beyond the 5-
year Treasury benchmark. 

    In regard to the performance of the portfolio, fiscal year 1994 has been an
extremely difficult year in the bond market, however it has been a relatively
good year for the Fund. The bond market has suffered through its worst period
since the late 1960's due to a strong economy, several tightening moves by the
Fed and a weak dollar. Despite registering negative returns over the February
September period, the Fund significantly outperformed its 5-year Treasury
benchmark due to our barbelled maturity mix (short and long maturities) and our
sector weightings (mostly mortgages, with some Treasuries and investment grade
corporates). 

    Despite five increases in interest rates by the Fed, the economy is still
showing signs of near term strength. The impact of tighter monetary policy will
probably occur in mid 1995. The economy should slow at this point, leading to a
mild bond market rally next year. While cogniscent of this, we will remain
somewhat defensive in the near term by keeping the duration (interest rate
sensitivity) of the Fund close to the 5-year Treasury benchmark, while remaining
in a barbelled maturity mix. We will continue to focus on enhancing yield in the
portfolio by holding a diversified range of mortgage securities and a small (8-
10%) position in investment grade corporates.


                                         PETER J. QUINN, JR.,
                                         CAMBRIDGE INVESTMENT ADVISORS
                                         DAVID EDINGTON, PIMCO

                                                                            7

<PAGE>

CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
    Performance of the portfolio was hampered by a longer than average maturity
structure early in calendar year 1994. The Federal Reserve's efforts to raise
short-term interest rates caused the fixed income markets to perform poorly in
1994, as the fear of inflation drove interest rates higher. 

    We expected the municipal market to outperform the taxable fixed income
markets because of a combination of different factors: lower supply of
municipals, higher tax rates which normally translate into increased demand and
high after-tax equivalent yields of municipals. However, as the taxable market
traded down, munis followed step, paying no attention to the factors listed
above. As interest rates have moved higher during 1994, we believe that
municipals will govern more attention into 1995.


                                             DAVID C. JOHNSON
                                             WILLIAM V. GRADY

CAMBRIDGE INCOME & GROWTH PORTFOLIO
    Fiscal year 1994 was indeed a banner year. The fund ranked 2nd among the 133
funds in the Lipper Balanced category for the twelve months ending September 30,
1994. The Fund's relative outperformance during the year was attributable mainly
to the Fund's large equity weighting (an average of 66% of net assets over the
year) vs. the Lipper category, and to individual stock selection within the
equity component of the portfolio. 

    In terms of asset mix, as of September 30, 1994, the Fund held 65% in
equities, 31% in fixed income, and 4% in cash. Over the course of the past year,
the equity component has been as high as 68%. We are now on our way to bringing
the equity component closer to 60% as we take a more neutral stance toward
relative valuations between the equity and the fixed income markets. 

    On the equity side of the portfolio, we continue to find a number of
investment opportunities on a bottom-up basis. Given that the domestic expansion
has slowed, we continue to see the most promise among internationally oriented,
cyclically sensitive issues. Among industrial stocks, we are emphasizing
selected materials producers, such as paper and aluminum companies, that have
regained pricing power as the global expansion picks up speed. We also remain
overweighted in the finance sector, although we have modestly shifted emphasis
away from banks and towards insurers. 

    On the fixed income side of the portfolio, the average maturity stands at
13.5 years. We are currently underweighted in corporate bonds as valuations for
corporates appear rich. Our expectations for long-term inflation remain within a
range of 3 to 4%. Given our inflation outlook, we think that long-term bonds at
current yield levels are attractive.


                                            ARNIE SCHNEIDER
                                            PAUL KAPLAN


8

<PAGE>

CAMBRIDGE GLOBAL PORTFOLIO
    The portfolio's relative underperformance against the Morgan Stanley World
Index* during the six month period ended 9/30/94 was attributable mainly to the
following reasons: 

    Japan was one of the top performers during the quarter ended 6/30/94 and it
represent approximately 30% of the World Index. The Cambridge portfolio's Japan
weighting was not fully established at the beginning of the quarter and was
about half of the Index's at the end of the period. 

    Smaller markets in Asia and Europe outperformed larger, more matured markets
in general during the six months ended 9/30/94. The Cambridge portfolio's core
holding during this period represented mostly well-established companies in
matured countries. 

    The Cambridge Portfolio was established at the beginning of April 1994. The
portfolio was not fully invested during the entire six month period. As is the
case with most new portfolios, it takes time to build the desired investment
positions. 

    Recent portfolio activities included telecom investment in Malaysia and Hong
Kong, metals and minerals producers in Australia, Canada and South Africa, and
capital goods manufacturers in Germany and Denmark. We continued to emphasize
economically sensitive issues that can benefit from rising capital goods demand
as emerging countries embark on new infrastructure building and developed
nations replace worn facilities and equipment. 

    The European recovery has shown unexpected strength and speed led by
manufacturers with markets in Eastern Europe and Asia. One positive factor for
sustainable non-inflationary growth in 1995 is ongoing corporate restructuring
including emphasis on lower cost manufacturing in Eastern Europe. Veba, a
producer of capital goods, electricity, chemicals and oil based in West Germany,
was added to the portfolio. Also, additional purchases were made in FLS, a
global cement plant builder based in Denmark. 

    The Swedish market has been volatile in response to high national debt,
rising interest rates and the reinstatement of a more liberal government.
Holdings within the Trust, however, are global firms whose earnings are not
dependent upon the Swedish economy. They are auto, drug, and capital goods
companies that should continue to benefit from world growth.

    South Korea posted the best global performance this year, reaching record
levels on the Seoul Index* as prospects of domestic economic growth and
expanding trade opportunities in Asia continues to be strong. The portfolio has
approximately a 3% position in South Korea as of 9/30/94. 

    The pace of Japan's economic deregulation and of the value of the yen have
significant consequences for the global economy. If Japan opens its economy to
foreign competition, dramatic price deflation and a subsequent decline in the
value of the yen are likely to ensue. Japanese savings, which have largely
stayed in Japan since the late 1980s, may then be lured away and stimulate other
economies where savings are less plentiful. We consider investments in Japan
expensive, but we do not anticipate this situation to endure. The portfolio's
investments in Japan have been structure in order to benefit from a decline in
the value of the yen.


                                            WILLIAM HOLZER
                                            ALICE HO

    All investments are subject to certain risks. For example, those which
include common stock are affected by fluctuating stock prices. Investments
outside the U.S. are subject to additional risks, including currency
fluctuations, political and social instability, differing securities regulations
and accounting standards, limited public information, possible changes in
taxation, and periods of illiquidity. Accordingly, investors should maintain a
long-term perspective. 

*Morgan Stanley Capital International World Index and Seoul Index are
unmanaged indices.  The performance of countries and unmanaged indices does not
reflect expenses and may not correspond to the performance of the fund, which is
actively managed and incurs expenses. 

9


<PAGE>

CAMBRIDGE GROWTH PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
GROWTH PORTFOLIO CLASS A AND CLASS B SHARES
AND S&P 500~.


(Chart appears here with the following data points:)

  Date         A Shares     B Shares    S&P 500
4/29/92         9,450       10,000      10,000
9/30/92         9,417        9,965      10,140
9/30/93        11,141       11,700      11,139
9/30/94         9,799       10,240      10,814



       AVERAGE ANNUAL TOTAL RETURNS AT 9/30/94

                           1 Year          Since Inception*
Class A Shares            (16.87%)              (0.84%)
Class B Shares            (12.48%)               0.99%

 PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.  MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.


    * Reflects operations of Cambridge Growth Portfolio Class A and Class B
Shares from the date of initial public investment 4/29/92 through 9/30/94.

    ** Represents a hypothetical investment of $10,000 in Cambridge Growth
Portfolio Class A Shares, after deducting the maximum sales charge of 5.50%
($10,000 investment minus $550 sales charge = $9,450). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.

    ***Represents a hypothetical investment of $10,000 in Cambridge Growth
Portfolio Class B Shares. Class B Shares are charged a redemption fee of 1.00%
on any redemption less than 1 year from the purchase date. The Class B Shares'
performance assumes the reinvestment of all dividends and distributions.

    ~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads, expenses, or
other fees that the SEC requires to be reflected in the Portfolio's performance.

10

<PAGE>

CAMBRIDGE CAPITAL GROWTH PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
CAPITAL GROWTH PORTFOLIO CLASS A AND CLASS B
SHARES AND S&P 500~.


(Graph appears here with the following data points:)


  Date         A Shares     B Shares    S&P 500
4/29/92         9,450       10,000      10,000
9/30/92         9,525       10,061      10,140
9/30/93        10,306       10,818      11,139
9/30/94        10,165       10,601      10,814




 AVERAGE ANNUAL TOTAL RETURNS AT 9/30/94
                 1 Year       Inception*
Class A         (6.79%)          0.68%
Class B         (2.00%)          2.44%


    PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.


    * Reflects operations of Cambridge Capital Growth Portfolio Class A and
Class B Shares from the date of initial public investment 4/29/92 through
9/30/94.

    ** Represents a hypothetical investment of $10,000 in Cambridge Capital
Growth Portfolio Class A Shares, after deducting the maximum sales charge of
5.50% ($10,000 investment minus $550 sales charge = $9,450). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.

    ***Represents a hypothetical investment of $10,000 in Cambridge Capital
Growth Portfolio Class B Shares. Class B Shares are charged a redemption fee of
1.00% on any redemption less than 1 year from the purchase date. The Class B
Shares' performance assumes the reinvestment of all dividends and distributions.


    ~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads, expenses, or
other fees that the SEC requires to be reflected in the Portfolio's performance.


                                                                             11

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CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
GOVERNMENT INCOME PORTFOLIO CLASS A AND
CLASS B SHARES AND MERRILL LYNCH 5-YEAR
TREASURY INDEX~.


(Graph appears here with the following data points:)
                                        Merrill Lynch
  Date         A Shares     B Shares    5 Year Treasury Index
4/29/92         9,525       10,000      10,000
9/30/92         9,846       10,324      10,946
9/30/93        10,378       10,826      11,869
9/30/94        10,035       10,405      10,354



AVERAGE ANNUAL TOTAL RETURNS AT 9/30/94
               1 Year       Inception*
Class A       (7.97%)          0.14%
Class B       (3.97%)          1.66%


    PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED. 


    * Reflects operations of Cambridge Government Income Portfolio Class A and
Class B Shares from the date of initial public investment 4/29/92 through
9/30/94. 

    ** Represents a hypothetical investment of $10,000 in Cambridge Government
Income Portfolio Class A Shares, after deducting the maximum sales charge of
4.75% ($10,000 investment minus $475 sales charge = $9,525). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions. 

    ***Represents a hypothetical investment of $10,000 in Cambridge Government
Income Portfolio Class B Shares. Class B Shares are charged a redemption fee of
1.00% on any redemption less than 1 year from the purchase date. The Class B
Shares' performance assumes the reinvestment of all dividends and distributions.


    ~ The Merrill Lynch 5-Year Treasury Index is adjusted to reflect
reinvestment of interest on securities in the index. The Merrill Lynch 5-Year
Treasury Index is not adjusted to reflect sales loads, expenses, or other fees
that the SEC requires to be reflected in the Portfolio's performance.


12

<PAGE>

CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
MUNICIPAL INCOME PORTFOLIO CLASS A AND CLASS
B SHARES AND LEHMAN MUNICIPAL BOND INDEX~.


(Graph appears here with the following data points:)


                                       Lehman Municipal
  Date         A Shares     B Shares     Bond Index
4/29/92         9,525       10,000         10,000
9/30/92        10,034       10,528         10,846
9/30/93        11,639       12,136         12,874
9/30/94        11,101       11,512         12,436




AVERAGE ANNUAL TOTAL RETURNS AT 9/30/94
                 1 Year       Inception*
Class A         (9.35%)          4.42%
Class B         (5.34%)          6.00%


    PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED. 


    * Reflects operations of Cambridge Municipal Income Portfolio Class A and
Class B Shares from the date of initial public investment 4/29/92 through
9/30/94. 

    ** Represents a hypothetical investment of $10,000 in Cambridge Municipal
Income Portfolio Class A Shares, after deducting the maximum sales charge of
4.75% ($10,000 investment minus $475 sales charge = $9,525). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions. 

    ***Represents a hypothetical investment of $10,000 in Cambridge Municipal
Income Portfolio Class B Shares. Class B Shares are charged a redemption fee of
1.00% on any redemption less than 1 year from the purchase date. The Class B
Shares' performance assumes the reinvestment of all dividends and distributions.


    ~ The Lehman Municipal Bond Index is adjusted to reflect reinvestment of
interest on securities in the index. The Lehman Municipal Bond Index is not
adjusted to reflect sales loads, expenses, or other fees that the SEC requires
to be reflected in the Portfolio's performance.

                                                                             13

<PAGE>

CAMBRIDGE INCOME & GROWTH PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
INCOME & GROWTH PORTFOLIO CLASS A AND
CLASS B SHARES AND S&P 500~ AND SHEARSON
LEHMAN AGGREGATE BOND INDEX~.

(Graph appears here with the following data points:)



  Date         A Shares     B Shares    S&P 500       SLAG G
5/24/93         9,450       10,000      10,000        10,000
9/30/93         9,928       10,506      10,288        10,446
9/30/94        10,578       11,101      10,668        10,109




AVERAGE ANNUAL TOTAL RETURNS AT 9/30/94
                 1 Year        Inception*
Class A            0.68%          4.30%
Class B            5.66%          8.15%

    PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.


    * Reflects operations of Cambridge Income and Growth Portfolio Class A and
Class B Shares from 5/31/93 through 9/30/94. The date of initial public
investment was May 24, 1993. Performance begins May 31, 1993 to show competitive
data. 

    ** Represents a hypothetical investment of $10,000 in Cambridge Income and
Growth Portfolio Class A Shares, after deducting the maximum sales charge of
5.50% ($10,000 investment minus $550 sales charge = $9,450). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions. 

    ***Represents a hypothetical investment of $10,000 in Cambridge Income and
Growth Portfolio Class B Shares. Class B Shares are charged a redemption fee of
1.00% on any redemption less than 1 year from the purchase date. The Class B
Shares' performance assumes the reinvestment of all dividends and distributions.


    ~ The Shearson Lehman Aggregate Bond Index and S&P 500 are adjusted to
reflect reinvestment of dividends on securities in the indices. The Shearson
Lehman Aggregate Bond Index and S&P 500 are not adjusted to reflect sales loads,
expenses, or other fees that the SEC requires to be


14

<PAGE>


CAMBRIDGE GLOBAL PORTFOLIO
PERFORMANCE COMPARISON
(unaudited)
COMPARISON OF CHANGE IN VALUE OF A
HYPOTHETICAL $10,000 PURCHASE IN CAMBRIDGE
GLOBAL PORTFOLIO CLASS A AND CLASS B SHARES
AND MORGAN STANLEY CAPITAL INTERNATIONAL~.


(Graph appears here with the following data points:)



                                           Morgan Stanley
                                        Capital International
  Date         A Shares     B Shares           MSCI
3/30/94         9,450       10,000            10,000
9/30/94         9,487       9,883             10,405





TOTAL RETURNS SINCE INCEPTION*

Class A           (5.17%)
Class B           (1.21%)


    PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS
OF OR QUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED. 


    * Reflects operations of Cambridge Global Portfolio Class A and Class B
Shares from the date of initial public investment 3/29/94 through 9/30/94. 

    ** Represents a hypothetical investment of $10,000 in Cambridge Global
Portfolio Class A Shares, after deducting the maximum sales charge of 5.50%
($10,000 investment minus $550 sales charge = $9,450). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions. 

    ***Represents a hypothetical investment of $10,000 in Cambridge Global
Portfolio Class B Shares. Class B Shares are charged a redemption fee of 1.00%
on any redemption less than 1 year from the purchase date. The Class B Shares'
performance assumes the reinvestment of all dividends and distributions. 

    ~ The Morgan Stanley Capital International is adjusted to reflect
reinvestment of dividends on securities in the index. The Morgan Stanley Capital
International is not adjusted to reflect sales loads, expenses, or other fees
that the SEC requires to be reflected in the Portfolio's performance.

                                                                    15

<PAGE>

CAMBRIDGE GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
                               PERCENT OF                    MARKET
                               NET ASSETS      SHARES        VALUE
<S>                            <C>             <C>        <C>
COMMON STOCKS                      96.72%
BASIC MATERIALS                     8.65%
Air Products & Chemicals, Inc.                   8,000    $ 374,000
Alco Standard Corporation                        8,000      497,000
Consolidated Papers, Inc.                        1,000       51,750
Kimberly Clark Corporation                       8,000      470,000
Minerals Technologies, Inc.                     10,500      311,063
Monsanto Company                                 5,000      401,875
Morton International, Inc.                       7,500      206,250
Newell Company                                  28,000      623,000
Nucor Corporation                               11,500      805,000
                                                          3,739,938

CAPITAL GOODS & CONSTRUCTION        5.37%
Automotive Industries*                          14,400      349,200
Emerson Electric Company                         8,900      530,663
General Electric Company                        14,100      678,562
Grainger, Inc.                                   3,500      207,375
Magna International, Inc.                       13,600      501,500
Trimas Corporation                               2,500       56,875
                                                          2,324,175

CONSUMER CYCLICAL                  18.62%
Ann Taylor Stores, Inc.*                         5,700      205,200
Brinker International, Inc.*                    21,300      511,200
CUC International, Inc.*                         6,900      227,700
Duracell International, Inc.                     3,500      159,688
Franklin Quest Company*                         13,500      506,250
General Nutrition Companies, Inc.*              12,900      287,025
Harcourt General, Inc.                           6,000      206,250
Heilig-Meyers Company                           11,600      304,500
Home Depot, Inc.                                19,300      810,600
International Game Technology                    7,400      152,625
Kohl's Corporation*                              3,000      145,500
Lone Star Steakhouse & Saloon,
 Inc.*                                           2,000       50,750
Manpower, Inc.                                  26,500      725,438
McDonald' s Corporation                         14,000      367,500
Office Depot, Inc.*                             10,800      280,800
Promus Companies, Inc.*                         21,000      706,125
Shaw Industries, Inc.                           20,900      300,438
Starbucks Corporation*                           9,000      207,562
Station Casinos, Inc.*                           7,900      106,650
The Bombay Company, Inc.*                        4,900       64,925
The Walt Disney Company                          6,000      233,250
Tribune Company                                  4,400      237,600
Viacom, Inc.-Class A*                              384       15,696
Viacom, Inc.-Class B*                            2,909      115,633
</TABLE>


16

<PAGE>

<TABLE>
<CAPTION>
COMMON STOCKS                     PERCENT OF               MARKET
(CONTINUED)                       NET ASSETS    SHARES      VALUE
<S>                               <C>           <C>       <C>
CONSUMER CYCLICAL (CONTINUED)
Viacom, Inc.- Rights*                            4,800    $   6,300
Viking Office Products, Inc.*                   18,800      568,700
WalMart Stores, Inc.                            23,600      551,650
                                                          8,055,555

CONSUMER STAPLES                       9.90%
Abbott Laboratories                              4,100      128,638
Campbell Soup Company                           10,800      426,600
Coca Cola Company                               15,000      729,375
Conagra, Inc.                                   12,600      396,900
CPC International, Inc.                         11,000      556,875
Gillette Company                                 7,000      495,250
Philip Morris Companies, Inc.                    9,900      605,138
Procter & Gamble Company                        11,000      655,875
UST, Inc.                                       10,000      286,250
                                                          4,280,901

ENERGY                                 1.82%
Enron Corporation                               16,900      511,225
Mobile Corporation                               3,000      237,375
Repsol SA~                                       1,200       36,579
                                                            785,179

FINANCIAL                              9.31%
Bankers Life Holding Corporation                 7,200      169,200
Boatmen's Bancshares, Inc.                      14,000      434,875
Conseco, Inc.                                    6,500      291,688
Equity Residential Properties Trust              7,500      238,125
Federal National Mortgage Association            4,000      315,000
First USA, Inc.                                 12,100      425,012
General RE Corporation                           3,400      359,975
MBNA Corporation                                23,500      543,438
MGIC Investment Corporation                     19,900      599,488
Nationsbank Corporation                         10,000      490,000
Western National Corporation                    12,000      162,000
                                                          4,028,801

HEALTH                                 14.94%
American Medical Holdings, Inc.*                 4,000       89,500
Columbia HCA Healthcare Corporation             12,500      543,750
Cordis Corporation*                              7,600      400,900
Forest Laboratories, Inc.*                       8,000      394,000
Foundation Health Corporation*                   1,900       66,975
Idexx Laboratories, Inc.*                        8,400      247,800
Integrated Health Services, Inc.*               16,000      568,000
</TABLE>

                                                                             17

<PAGE>

CAMBRIDGE GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994


<TABLE>
<CAPTION>
COMMON STOCKS                       PERCENT OF              MARKET
(CONTINUED)                         NET ASSETS   SHARES     VALUE
<S>                                 <C>          <C>      <C>
HEALTH(CONTINUED)
Johnson & Johnson                                6,000    $ 309,750
Medtronic, Inc.                                 10,600      560,475
Mid Atlantic Medical Services, Inc.*             9,400      282,000
Pfizer, Inc.                                     4,000      276,500
Schering Plough Corporation                     11,800      837,800
United Healthcare Corporation                    7,500      397,500
US Healthcare, Inc.                              6,500      302,656
Value Health, Inc.*                             14,500      696,000
Warner Lambert Company                           6,100      489,525
                                                          6,463,131

TECHNOLOGY                             18.95%
3COM Corporation*                                7,200      269,100
ADC Telecommunications, Inc.*                    7,400      296,925
Applied Materials, Inc.*                        10,400      486,200
AT&T Corporation                                 7,900      426,600
Cisco Systems, Inc.*                             6,000      164,250
Compaq Computer Corporation*                    12,100      394,763
Compuware Corporation*                           8,000      376,500
EMC Corporation*                                20,000      402,500
First Data Corporation                           7,600      381,900
General Motors Corporation - Class E            10,400      395,200
Intel Corporation                                5,000      307,500
Linear Technology Corporation                    8,000      354,500
Loral Corporation                                3,000      118,125
Maxim Integrated Products, Inc.*                 1,300       79,625
Microchip Technology , Inc.*                     1,500       58,875
Microsoft Corporation*                           8,000      449,000
Motorola, Inc.                                  10,800      569,700
Oracle Systems Corporation*                     14,100      606,300
Parametric Technology Corporation*              14,000      465,500
Reynolds & Reynolds Company                     10,000      251,250
Scientific Atlanta, Inc.                         5,700      232,988
Silicon Graphics, Inc.*                         23,000      592,250
Solectron Corporation*                           3,500       92,313
Tellabs, Inc.*                                  10,000      425,000
                                                          8,196,864

TRANSPORTATION & SERVICES               3.69%
Conrail, Inc.                                    7,600      376,200
Kansas City Southern Industries, Inc.            5,800      205,175
Southwest Airlines Company                      11,000      247,500
Union Pacific Corporation                        6,700      359,288
Wisconsin Central Transport*                     9,900      405,900
                                                          1,594,063
</TABLE>


18

<PAGE>

<TABLE>
<CAPTION>
COMMON STOCKS                 PERCENT OF                   MARKET
(CONTINUED)                   NET ASSETS      SHARES       VALUE
<S>                           <C>             <C>       <C>
FOREIGN SECURITIES                    5.47%
AAlberts Industries                                400    $ 18,626
Amway Japan, Ltd.*                               2,100      33,338
Atlas Copco AB                                   4,500      56,469
BBC Brown Boveri                                    40      34,485
BMW Bayerische Motoren                              50      24,125
BPB Industries                                   5,500      26,191
British Petroleum Company                        3,500      22,048
Broken Hill Proprietary*                         1,400      20,347
Carter Holt Harvey                               8,600      19,524
Cementos De Mexico ACP                           1,400      12,575
Comercial Del Plata                              3,000      10,446
Creative Technology, Ltd.                          500       8,833
CRH PLC                                         10,000      54,644
DDI Corporation                                     10      87,229
Ericsson                                         2,000     106,262
Grupo Carso ADR~                                   500      11,500
Hagemeyer NV                                       200      16,085
Honda Motors Company                             4,000      66,633
Keiyo Company                                    3,000      58,152
Keppel Corporation                               5,000      40,459
Koninklijke Van Ommeren                          1,300      34,378
Kyocera Corporation                              1,000      71,479
Maderas Y Sinteticos Sociedad                      800      22,800
Malaysian Helicopter                             2,760       8,558
Matsushita Electric                              4,000      63,806
Metsa Serla `B'                                    400      19,241
Nokia AB                                           500      58,073
Noranda, Inc.                                    1,100      22,237
Philips Electronics                              1,900      57,999
Polygram NV                                        400      17,315
Road Builder Holdings                            3,000      19,541
Sanyo Sihinpan Finance Company                     600      63,604
Sharp Corporation                                3,000      53,306
SIAM City Bank, Ltd.                            20,200      25,710
Siebe PLC                                        7,000      59,603
Siemens AG                                         100      40,939
STET Societa Finanz                             13,600      42,078
Technology Resources Industries                  6,900      28,259
Telecom Argentina                                3,300      22,121
Telefonos De Mexico                                700      43,750
TNT Limited                                     10,300      18,217
Tokio Marine & Fire Insurance                    5,000      59,566
Tokyo Electron, Ltd.                             2,000      63,806
Universal Robina Corporation                    11,000      10,329
Veba AG                                            200      66,288
Vodagone Group PLC                              19,800      61,660
</TABLE>
                                                                             19

<PAGE>

CAMBRIDGE GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

                                               SHARES OR
COMMON STOCKS                   PERCENT OF     PRINCIPAL       MARKET
(CONTINUED)                     NET ASSETS      AMOUNT          VALUE
<S>                            <C>          <C>             <C>
Wai Kee Holdings                                58,000         $16,663
Wai Kee Holdings-Warrants*                      10,600             178
Western Mining Corporation                       3,700          21,548
Wilson & Horton, Ltd.                            4,000          18,307
WMX Technologies, Inc.                          18,000         519,750
Woolwor ths, Ltd.                                3,862           8,059
                                                             2,367,139

TOTAL COMMON STOCKS
(COST $38,688,583)                                          41,835,746

CORPORATE BOND                      0.38%
Argosy Gaming Corporation,
  12.00%, 6/1/01 (cost $150,000)            $  150,000         163,500

TOTAL INVESTMENTS
(COST $38,838,583)                 97.10%                   41,999,246

OTHER ASSETS LESS LIABILITIES       2.90%                    1,257,440

NET ASSETS                        100.00%                  $43,256,686
</TABLE>

*  Non-income producing.
~  American Depository Receipts.

SEE NOTES TO FINANCIAL STATEMENTS.


20

<PAGE>

CAMBRIDGE CAPITAL GROWTH PORTFOLIO
Portfolio of Investments
<TABLE>
<CAPTION>
                                  PERCENT OF
                                  NET ASSETS   SHARES         VALUE
<S>                                <C>        <C>         <C>

COMMON STOCKS                      81.70%
BASIC MATERIALS                     4.42%
Akzo Nobel                                       5,000    $  586,663
British Steel ORD                              200,000       544,784
DuPont EI de Nemours & Company                  17,000       986,000
Dutch State Mines                                7,500       635,958
                                                           2,753,405

CAPITAL GOODS & CONST RUCTION       8.44%
Brown Boveri & Cie                                 800       689,709
Browning Ferris Indus tries, Inc.               30,000       952,500
Fluor Corporation                               12,000       597,000
PPG Industries, Inc.                            25,000       990,625
Raytheon Company                                17,000     1,090,125
United Technologies  Corporation                15,000       939,375
                                                           5,259,334

CONSUMER CYCLICAL                  17.72%
Capital Cities/ABC                              11,000       902,000
Carnival Corporation                            25,000     1,096,875
Dayton-Hudson Corporation                       12,500       956,250
Harcourt General, Inc.                          22,500       773,438
Home Depot, Inc.                                30,000     1,260,000
Marriott International, Inc.                    31,500       909,562
May Department Stores  Company                  30,000     1,181,250
Mirage Resorts, Inc.*                           48,000     1,032,000
Price Costco, Inc.*                             50,000       803,125
Toys R Us, Inc.*                                38,000     1,353,750
Whirlpool Corporation                           15,000       770,625
                                                          11,038,875

CONSUMER STAPLES                   11.85%
Abbott Laboratories                             40,000     1,255,000
Amgen, Inc.*                                    15,000       798,750
Astra AB                                        37,500       898,590
Columbia/HCA Healthcare
 Corporation                                    25,000     1,087,500
Merck & Company, Inc.                           40,000     1,420,000
Philip Morris Companies, Inc.                   14,000       855,750
Schering-Plough Corporation                     15,000     1,065,000
                                                           7,380,590

ENERGY                              9.60%
British Petroleum PLC , ADS~                    13,000       984,750
Chevron Corporation                             25,000     1,040,625
Dresser Industries, Inc.                        50,000     1,012,500
</TABLE>

                                                                             21

<PAGE>

CAMBRIDGE CAPITAL GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
COMMON STOCKS                     PERCENT OF                           MARKET
(CONTINUED)                       NET ASSETS            SHARES         VALUE
<S>                               <C>                    <C>          <C>
ENERGY (CONTINUED)
Enron Corporation                                       25,000       $ 756,250
Mobil Corporation                                       12,000         949,500
Royal Dutch Petroleum Company                            8,500         912,688
Tidewater, Inc.                                         15,000         322,500
                                                                     5,978,813

FINANCIAL                              5.98%
American International Group, Inc.                      15,000       1,333,125
Federal National Mortgage Association                   20,000       1,575,000
U.S. Healthcare, Inc.                                   17,500         814,844
                                                                     3,722,969

TECHNOLOGY                            15.21%
Cirrus Logic, Inc.*                                     35,000         980,000
Computer Associates International,
 Inc.                                                   30,000       1,335,000
Ericsson Telecommunication Company                      15,000         806,250
General Motors Corporation - Class E                    23,000         874,000
Hewlett Packard Company                                 15,000       1,310,625
International Business Machines
 Corporation                                             9,000         625,500
Parametric Technology Corporation*                      28,300         940,975
Perkin-Elmer Corporation                                15,000         470,625
Philips Electronics Holdings Company                    35,000       1,063,125
Xerox Corporation                                       10,000       1,067,500
                                                                     9,473,600

TRANSPORTATION & SERVICES              2.61%
CSX Corporation                                         10,000         685,000
Union Pacific Corporation                               17,500         938,438
                                                                     1,623,438

UTILITIES                              3.91%
Ameritech Corporation                                   20,000         805,000
Royal PTT Nederland                                     22,500         677,781
Sprint Corporation                                      25,000         953,125
                                                                     2,435,906

MISCELLANEOUS                          1.96%
Eastman Kodak Company                                    7,500         388,125
ITT Corporation                                         10,000         833,750
                                                                     1,221,875

TOTAL COMMON STOCKS (COST $49,335,346)                              50,888,805
</TABLE>


22

<PAGE>

<TABLE>
<CAPTION>

                                                                  SHARES OR
                                      PERCENT OF                  PRINCIPAL       MARKET
(CONTINUED)                           NET ASSETS                   AMOUNT         VALUE
<S>                                   <C>                       <C>            <C>
PREFERRED STOCKS                        0.47%
Nokia AB (cost $202,825)                                       $    2,500      $   290,363

GOVERNMENT BOND                         3.14%
U.S. Treasury Note, 6.00%, 6/30/96
(cost $1,974,735)                                              $1,975,000        1,958,726

SHORT-TERM INVESTMENTS                 16.00%

COMMERCIAL PAPER                       13.37%
Bellsouth Telecommunications, Inc.,
   4.79%, 10/20/94                                               1,650,000       1,645,829
Exxon Imperial U.S., Inc.,
   4.82%, 10/7/94                                                1,630,000       1,628,691
General Electric Company,
   4.87%, 10/24/94                                               1,500,000       1,495,333
Johnson & Johnson, 4.90%, 10/24/94                                 745,000         742,668
Private Export Funding Corporation,
   4.73%, 10/14/94                                               1,245,000       1,242,873
Private Export Funding Corporation,
   4.72%, 10/20/94                                                 225,000         224,439
Proctor & Gamble Corporation,
   4.83%, 10/21/94                                               1,350,000       1,346,377
TOTAL COMMERCIAL PAPER                                                           8,326,210

U.S. GOVERNMENT AGENCIES                2.63%
Federal Home Loan Mortgage
 Corporation, 4.70%, 10/4/94                                    1,240,000        1,239,514
Federal National Mortgage Association,
   4.76%, 10/26/94                                                400,000          398,678

TOTAL U.S. GOVERNMENT AGENCIES                                                   1,638,192
TOTAL SHORT-TERM INVESTMENTS
 (COST $9,964,402)                                              9,964,402

TOTAL INVESTMENTS
(COST $61,477,308)                    101.31%                                      63,102,296

OTHER ASSETS LESS LIABILITIES          (1.31%)                                       (815,383)

NET ASSETS                            100.00%                                     $62,286,913
</TABLE>


*  Non-income producing.
~  American Depository Receipts.

SEE NOTES TO FINANCIAL STATEMENTS.


                                                                             23

<PAGE>

CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

                                      PERCENT OF               PRINCIPAL         MARKET
                                      NET ASSETS                AMOUNT           VALUE
<S>                                   <C>                     <C>            <C>
LONG-TERM INVESTMENTS                 121.63%

U.S. GOVERNMENT AND
FEDERAL AGENCIES                       94.08%
FEDERAL HOME LOAN
MORTGAGE CORPORATION                   34.03%
6.00%, 1/15/20                                                 $ 5,236,000    $ 4,707,478
10.00%, 3/1/21                                                   1,548,772      1,651,316
6.75%, 5/15/21                                                   3,000,000      2,669,040
9.50%, 12/1/22                                                     776,622        811,080
6.00%, 11/14/24 (c)                                             13,000,000     11,208,444
CMO, IO, 9.98% - 11.66%,
  7/15/06 - 1/15/16                                             23,277,819      4,806,943
CMO, REMIC, 8.50%, 6/25/19                                       1,976,636      2,003,815
IO, REMIC, 4.00% -7.00%,
 12/15/08 -3/25/24                                              92,193,018      8,907,180
                                                                36,765,296

FEDERAL HOUSING AGENCY                  3.65%
7.38%, 7/1/21 (a)                                                2,979,428     2,962,669
7.43%, 12/1/21 (a)                                                 998,994       977,890
                                                                               3,940,559
FEDERAL NATIONAL
MORTGAGE ASSOCIATION 0.46%
11.00%, 12/1/20                                                    449,589      494,547

FEDERAL NATIONAL
MORTGAGE ASSOCIATION - REMIC 15.03%
8.00%, 1991 Class 155ZA, 2/25/17                                 4,085,083     4,092,722
6.15%, 1993 Class 160AG, 12/25/20                                2,000,000     1,805,620
6.00%, 1991 Class 140D, 10/25/21                                 9,875,000     8,612,778
6.50%, 1993 Class 189PK, 3/25/22                                 2,000,000     1,730,620
                                                                              16,241,740
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION                   39.15%
12.00%, 12/15/12 - 5/15/15                                       3,178,281     3,607,349
11.50%, 2/15/13 - 6/20/19                                          643,805       712,580
10.50%, 5/20/14 - 6/20/19                                        2,815,070     3,033,890
11.00%, 1/15/16 - 6/15/21                                        3,130,421     3,459,694
6.50%, 11/15/23                                                  1,487,152     1,298,462
6.00%, 8/20/24 - 9/20/24*                                       11,430,001    11,088,632
9.50%, 9/15/10 - 1/15/28                                         5,023,272     5,274,436
9.00%, 1/15/28                                                   2,842,244     2,914,181
8.75%, 1/15/28 - 5/15/28                                         4,394,051     4,398,137
10.00%, 5/15/24 - 7/15/28                                        4,017,475     4,301,189
9.75%, 2/15/29                                                   2,061,048     2,201,199
                                                                              42,289,749

</TABLE>


24

<PAGE>

<TABLE>
<CAPTION>
LONG-TERM INVESTMENTS                           PERCENT OF    PRINCIPAL      MARKET
(CONTINUED)                                      NET ASSETS    AMOUNT        VALUE
<S>                                             <C>          <C>           <C>
TREASURY SECURITIES                                 1.76%
U.S. Treasury Note, 6.38%, 1/15/009                          $1,980,000    $1,898,93
TOTAL U.S. GOVERNMENT
AND FEDERAL AGENCIES                                        101,630,830
CORPORATE BONDS                                    10.14%
CONSUMER NON-DURABLES                               3.20%
RJR Nabisco, Inc., 8.30%, 4/15/99                             3,600,000    3,451,500

FINANCE                                             0.92%
Banesto Finance, 6.13%, 4/25/03                               1,000,000    1,002,900

TRANSPORTATION                                      4.49%
American Airlines, 9.78%, 11/26/11                            5,000,000    4,846,000

MISCELLANEOUS                                       1.53%
BR W Real Estate
  Operating Company, 5.69%, 12/1/98
  (3/24/94, $1,664,501) (a) (b)                               1,668,672    1,652,508
TOTAL CORPORATE BONDS                                        10,952,908
COLLATERALIZED MORTGAGE OBLIGATIONS                15.19%
Prudential Home Mortgage
  Securities Corporation,
  Series 1992-34, 6.50%, 11/25/07                              3,000,000    2,839,680
Prudential Home Mortgage
  Securities Corporation,
  Series 1992-46, 7.00%, 12/1/07                               4,000,000    3,985,938
Prudential Home Mortgage
  Securities Corporation,
  Series 1993-15, 11.50%, 5/25/08                              3,549,431    3,752,692
Resolution Trust Corporation,
  Series 1992-C5, 6.90%, 5/25/22 (a)                           1,679,665    1,633,471
Resolution T rust Corporation,
  Series 1992-C1, 8.80%, 8/25/23 (a)                           3,275,983    3,343,550
Sears Mortgage Securities Corporation,
  Series 1992-9, 5.76%, 6/25/22 (a)                              875,806      857,278

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS                                  16,412,609
MORTGAGES                                           2.22%
Chase Mortgage Finance
  Corporation, IO, Series 1994-F , Class A,
  2.50%, 3/25/25                                              10,511,000      817,892
Prudential Home Mortgage
  Securities Corporation, IO, CMO,
  Series 1993-63, 6.75%, 1/25/24                               4,451,111    1,016,105
Residential Funding Mortgage
  Securities, IO, 6.50%, 3/25/09                               2,912,931      561,877
TOTAL MORTGAGES                                                             2,395,874

</TABLE>
                                                              25

<PAGE>

CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
LONG-TERM INVESTMENTS          PERCENT OF      PRINCIPAL         MARKET
(CONTINUED)                    NET ASSETS       AMOUNT           VALUE
<S>                            <C>             <C>            <C>
TOTAL LONG-TERM INVESTMENTS
 (COST $136,708,288)                                         $131,392,221
SHORT-TERM INVESTMENT            0.90%

United Missouri Bank,
  Time Deposit, 3.77%,
  10/3/94                                       $ 974,000         974,000

TOTAL SHORT-TERM INVESTMENTS
 (COST $974,000)                                                  974,000
TOTAL INVESTMENTS
(COST $137,682,288)             122.53%                       132,366,221

OTHER ASSETS LESS LIABILITIES   (22.53%)                      (24,336,572)

NET ASSETS                      100.00%                      $108,029,649
</TABLE>

INVESTMENT ABBREVIATIONS
CMO -    Collateralized Mortgage Obligation
IO -     Interest Only Security
REMIC -  Real Estate Mortgage Investment Conduit

    * Government National Mortgage Association, 6.00%, 9/20/24 with a market
value of $9,390,015 was segregated as collateral for a reverse repurchase
agreement at September 30, 1994.


    (a) Securities are valued based upon their fair value determined under
procedures approved by the Board of Trustees. At September 30, 1994, the fair
value of these securities was $11,427,366 (10.6% of net assets).


    (b) All or a portion of these securities are restricted (i.e., securities
which may not be publicly sold without registration under the Federal Securities
Act of 1933). Dates of acquisition and costs are set forth in parentheses after
the title of the restricted securities.


    (c)At September 30, 1994 cost of securities purchased on a when-issued
basis totalled $11,456,250.


SEE NOTES TO FINANCIAL STATEMENTS.

26

<PAGE>

<TABLE>


CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

                                     PERCENT OF   PRINCIPAL         MARKET
                                     NET ASSETS    AMOUNT            VALUE
<S>                                  <C>          <C>             <C>
LONG-TERM
MUNICIPAL SECURITIES                   98.92%
CALIFORNIA                             16.67%
California Educational
  Facilities, College of
  Osteopathic Medicine,
  7.50%, 6/1/18                                   $ 985,000       $ 1,003,675
California State Revenue
  Anticipation Bond, WTS, Series C,
  5.75%, 4/25/96                                  3,000,000         3,041,550
Carson Improvement Board Act 1915,
  Special Assessment District 92,
  7.38%, 9/2/22                                     740,000           754,237
Los Angeles Convention,
  Series A, 5.13%, 8/15/21                        1,750,000         1,427,055
Los Angeles County
  Metropolitan, 5.00%, 7/1/21                     4,500,000         3,600,630
Orange County
  Community Facilities District,
  Series A, 7.35%, 8/15/18                          300,000           343,602
San Francisco City Sewer
  Revenue Refunding, 5.38%, 10/1/22               2,000,000         1,695,740

                                                                   11,866,489

COLORADO                                4.80%
Colorado HFA, SFM,
  Series A-3, 7.00%, 11/01/24                       655,000           661,857
Denver City & County
  Airport Revenue, Series D,
  7.75%, 11/15/13                                 1,000,000           997,880
Denver City & County
  Airport Revenue, Series A,
  8.50%, 11/15/23                                 1,700,000         1,750,830

                                                                    3,410,567

DISTRICT OF COLUMBIA                    3.94%
District of Columbia
  Certificates of Partnership,
  Participation Note,
  7.30%, 1/1/13                                   1,000,000         1,012,130
District of Columbia Hospital
  Revenue, Series A, 7.13%, 8/15/19               1,000,000           991,250
Metropolitan Washington,
  General Airport Revenue,
  Series A, 6.63%, 10/1/19                          800,000           800,864

                                                                    2,804,244

</TABLE>
                                                                             27

<PAGE>

CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
LONG-TERM
MUNICIPAL SECURITIES                  PERCENT OF         PRINCIPAL         MARKET
(CONTINUED)                           NET ASSETS         AMOUNT            VALUE
<S>                                      <C>          <C>                <C>
FLORIDA                                   4.50%
Dade County, 6.50%, 10/1/26                           $1,930,000         $ 1,950,921
Sarasota County, Health Facilities
  Authority Revenue, 10.00%, 7/1/22                    1,200,000           1,253,400

                                                                           3,204,321

GEORGIA                                    2.90%
Cobb County Development
  Authority Revenue Bonds,
  Series 92A, 8.00%, 6/1/22                           1,000,000            1,040,000
Monroe County
  Development Authority PCR,
  6.75%, 1/1/10                                       1,000,000            1,024,800

                                                                           2,064,800

ILLINOIS                                   6.81%
Broadview T ax Increment Revenue,
  Tax Allocation, 8.25%, 07/01/13                     1,000,000              985,740
Chicago Heights Residential
  Mortgage Revenue,
  Series B, (effective yield-2.51%) (a),
  6/1/09                                              3,465,000             1,215,591
Chicago O'Hare International
  Airpor t Special Facilities
  Revenue, 6.75%, 1/1/18                              1,350,000             1,356,251
 Illinois Health Facilities
  Authority Revenue, 9.50%, 10/1/22                   1,250,000             1,293,450

                                                                            4,851,032

INDIANA                                    6.88%
Indiana Health Facilities
  Hospital Revenue, 7.20%, 10/1/22                    1,815,000             1,784,780
Indianapolis Public Improvement Bond,
  Series D, 6.75%, 2/1/20                             2,400,000             2,405,040
Indiana Transportation
  Finance Authority, Series A,
  (effective yield-1.50% - 1.70%) (a),
  12/1/15 - 6/1/17                                    3,000,000               706,710

                                                                            4,896,530

IOWA                                       0.95%
Student Loan Liquidity Corporation,
  Student Loan Revenue,
  Series C, 6.95%, 3/1/06                               625,000               670,931

KENTUCKY                                   2.64%
Jefferson County, Hospital
  Revenue, 9.05%, 10/1/08                               500,000               518,750
</TABLE>

28

<PAGE>

<TABLE>


LONG-TERM
MUNICIPAL SECURITIES                                       PERCENT OF         PRINCIPAL            MARKET
(CONTINUED)                                                NET ASSETS          AMOUNT              VALUE
<S>                                                        <C>              <C>                <C>
KENTUCKY                                                        2.64%
Kenton County Airport
          Board Revenue, OID, 7.50%, 2/1/20                                 $ 1,400,000        $ 1,359,666
                                                                                                 1,878,416

LOUISIANA                                                       0.58%
Louisiana Public Facilities
  Authority Revenue, 6.80%, 5/15/12                                             400,000            415,984

MAINE                                                           1.39%
Maine State Housing Authority ,
  Series C, 6.88%, 11/5/24                                                    1,000,000            993,040

MASSACHUSETTS                                                   2.54%
Massachusetts State Health
  and Educational Facilities Authority ,
  OID Revenue Bonds,
  Series A, 6.00%, 10/1/23                                                    2,000,000          1,296,000
Plymouth County,
  Certificates of Partnership,
  Participation Notes,
  Series A, 7.00%, 4/1/22                                                       500,000            513,755

                                                                                                 1,809,755

MICHIGAN                                                       1.94%
Michigan State Strategic Funding,
  7.50%, 1/1/21                                                               1,000,000            953,810
Romulus Community School,
  Refunding, (effective yield-3.86%) (a),
  5/1/20                                                                      2,385,000            429,896

                                                                                                 1,383,706

MONTANA                                                        0.66%
Montana State Resource
  Recovery Revenue Bonds,
  7.00%, 12/31/19                                                               500,000            472,895

NEBRASKA                                                       0.52%
Nebraska Finance Authority,
  SFM, 10.02%, 9/15/24                                                          400,000            372,500

NEVADA                                                         0.72%
Henderson Local Improvement
  District, Special Assessment,
  Series A, 8.50%, 11/1/12                                                      500,000            510,125
NEW JERSEY                                                     2.63%
New Jersey Economic Development
     Authority, Electric Energy Facilities
      Revenue, 7.88%, 6/1/19                                                  1,000,000          1,035,880
</TABLE>


                                                                             29


<PAGE>

CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
LONG-TERM
MUNICIPAL SECURITIES                                   PERCENT OF    PRINCIPAL          MARKET
(CONTINUED)                                            NET ASSETS     AMOUNT             VALUE
<S>                                                    <C>         <C>                <C>
NEW JERSEY (CONTINUED)
New Jersey Healthcare Facilities
     Financing Authority, Refunding,
      6.80%, 7/1/11                                                $   825,000         $   839,578
                                                                                         1,875,458

NEW YORK                                                 8.84%

Refunding & Improvement, 8.00%, 1/1/20                               1,000,000             977,730
Herkimer County, IDA, 8.00%, 1/1/09                                  1,000,000           1,041,160
New York City, Series H, 7.00%, 2/1/16                                 500,000             508,835
New York City, OID,
  Series H, 7.10%, 2/1/12                                              300,000             308,400
New York City, OID,
  Series H, 7.00%, 2/1/20                                              600,000             610,602
New York City, OID Refunding,
  Series A, 6.25%, 8/1/21                                              600,000             559,464
New York, New York, Series A,
  7.00%, 8/1/04                                                      1,000,000           1,056,110
Onondaga County Residential
  Recovery Agency Revenue Project,
  7.00%, 5/1/15                                                      1,225,000           1,234,237
                                                                                         6,296,538

OHIO                                                     1.32%
Cleveland Airport Revenue, Series A,
  6.00%, 1/1/24                                                      1,000,000             938,510

OKLAHOMA                                                 4.13%
Oklahoma City, Industrial and
  Cultural Facilities Trust, 6.75%, 9/15/17                          1,000,000           1,004,150
 Tulsa, Municipal Airport Trust Revenue,
  7.38%, 12/1/20                                                     2,000,000           1,937,860
                                                                                         2,942,010

PENNSYLVANIA                                             7.56%
Delaware County Healthcare Authority,
  Series A, 5.13%, 11/15/12                                          2,000,000           1,685,760
Lehigh County General Purpose
  Authority Revenue, OID,
  Series A, 6.60%, 7/15/22                                           1,000,000             924,820
Pennsylvania Economic
  Development, 6.40%, 1/1/09                                           500,000             482,540
Pennsylvania HFA, SFM,
Series 4, 7.00%, 4/1/24                                                500,000             509,360
Pennsylvania Intergovernmental
  Cooperative Authority,
  Special Tax Revenue, 6.80%, 6/15/12                                  750,000             813,353
</TABLE>


30

<PAGE>


<TABLE>
<CAPTION>
LONG-TERM
MUNICIPAL SECURITIES                     PERCENT OF     PRINCIPAL         MARKET
(CONTINUED)                              NET ASSETS      AMOUNT            VALUE
<S>                                      <C>          <C>                <C>
PENNSYLVANIA (CONTINUED)
Philadelphia Hospital and
     Higher Education Facilities,
      6.50%, 11/15/08                                 $ 1,000,000        $   965,900
                                                                           5,381,733
PUERTO RICO                              1.22%
Puerto Rico, Commonwealth
  Highway Transportation
  Authority, Series T, 6.50%, 7/1/22                      800,000            869,584

RHODE ISLAND                             0.67%
West Warwick, Series A, G.O. Bonds,
  6.80% - 7.30%, 7/15/98 - 7/15/08                        475,000            480,564

TENNESSEE                                2.26%
Memphis, Shelby County Airport
  Authority Special Facilities
  Revenue Refunding, 7.88%, 9/1/09                      1,500,000          1,609,560

TEXAS                                    6.02%
Brazos Higher Education Authority
  Student Loan Revenue, 7.10%,
  11/1/04                                               1,000,000          1,012,820
Dallas-Fort Worth International
  Airport Facility Revenue Bonds,
  7.63%, 11/1/21                                          625,000            614,738
Dallas-Fort Worth International
  Airport Facility Revenue
  Bonds, 7.25%, 11/1/30                                 1,000,000            947,600
Leander Independent
  School District Capital Appreciation
  Refunding, (effective yield-3.92%)
  (a),  8/15/15                                         3,995,000            969,227
Texas State Department
  of Housing and Community Affairs
  Refunding, Series C, 10.13%, 7/2/24                     750,000            745,313

                                                                           4,289,698

UTAH                                     0.36%
Bountiful Hospital Revenue,
  9.50%, 12/15/18                                         250,000            257,370

WASHINGTON                               0.60%
Washington State Housing
  Finance Commission, SFM,
  7.10%, 7/1/22                                           425,000            430,640

WEST VIRGINIA                            4.73%
Harrison County,
  Waste Disposal Revenue,
  6.75%, 8/1/24                                         2,000,000          2,007,820
</TABLE>

                                                                             31

<PAGE>

CAMBRIDGE MUNICIPAL INCOME PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
LONG-TERM
MUNICIPAL SECURITIES                    PERCENT OF        PRINCIPAL            MARKET
(CONTINUED)                             NET ASSETS         AMOUNT               VALUE
<S>                                     <C>             <C>                   <C>
WEST VIRGINIA (CONTINUED)
West Virginia State Hospital
  Finance Authority Revenue,
  9.70%, 1/1/18                                         $ 1,500,000         $1,359,090

                                                                             3,366,910
OTHER                                      0.14%
Virgin Islands Public Finance
  Authority Revenue Refunding
  Series A, 7.25%, 10/1/18                                  100,000            101,642

TOTAL LONG-TERM MUNICIPAL SECURITIES
(COST $72,276,934)                                                          70,445,552
SHORT-TERM MUNICIPAL SECURITIES 1.12%

CALIFORNIA
California Pollution Control, 3.60%,
 VRDN                                                       800,000            800,000

TOTAL SHORT-TERM
MUNICIPAL SECURITIES (COST $800,000)                                           800,000

TOTAL INVESTMENTS
(COST $73,076,934)                       100.04%                            71,245,552

OTHER ASSETS LESS LIABILITIES             (0.04%)                              (31,798)

NET ASSETS 100.00%                                                       $  71,213,754
</TABLE>

INVESTMENT ABBREVIATIONS
HFA -    Housing Finance Authority
PFA -    Public Financing Authority
IDA -    Industrial Development Authority
SFM -    Single Family Mortgage
OID -    Original Issue Discount
PCR -    Pollution Control Revenue
VRDN -   Variable Rate Demand Note, rate shown represents current
           interest rate at 9/30/94.

    (a) Effective yield is the yield as calculated at time of purchase at which
        the bond accretes on an annual basis until its maturity date.


SEE NOTES TO FINANCIAL STATEMENTS.

32

<PAGE>

CAMBRIDGE INCOME & GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

                                  PERCENT OF                       MARKET
                                  NET ASSETS     SHARES             VALUE
<S>                                <C>            <C>              <C>
COMMON STOCKS                       62.17%
BASIC MATERIALS                     14.16%
Aluminum Company of America                       23,000           $1,949,249
Boise Cascade Corporation                         19,700              581,150
Cleveland Cliffs, Inc.                             1,700               65,875
Dekalb Genetics Corporation                          900               26,100
Gaylord Container Corporation-
 Warrants*                                        10,000               70,000
Georgia Pacific Corporation                        3,000              229,500
International Paper Company                       23,200            1,821,199
International Specialty Products,
 Inc.                                             12,600               99,225
Kaiser Aluminum Corporation*                      14,900              156,450
Norsk Hydro AS~                                   19,300              711,688
Pichiney SA                                       12,000              863,000
Potlatch Corporation                               2,700              111,375
Rayonier, Inc.                                     5,100              164,475
Rhone Poulenc SA~                                 15,700              361,100
St. Lawrence Cement, Inc.*                        25,000              223,580
Temple-Inland, Inc.                               12,900              712,725
Willamette Industries, Inc.                        9,500              486,875
                                                                    8,633,566

CAPITAL GOODS & CONSTRUCTION         6.43%
American R E Partners                              1,400               11,025
Ameron, Inc.                                       2,300               82,800
BE Aerospace, Inc.*                               32,700              302,475
Black & Decker Corporation                        32,000              700,000
Centex Construction Products,
 Inc.*                                            18,200              227,500
Giant Cement Holding, Inc.                         7,300              102,200
Honeywell, Inc.                                      900               31,050
Kaufman & Broad Home Corporation                  20,900              284,762
Lafarge Corporation                                2,400               48,300
National Gypsum Company*                           8,100              307,800
Ryland Group, Inc.                                 5,700               90,488
Sequa Corporation*                                18,100              486,437
Southdown, Inc.*                                   7,700              161,700
Standard Pacific Corporation                      22,200              160,950
United T echnologies Corporation                     400               25,050
USG Corporation*                                  16,600              342,375
Welbilt Corporation*                               9,700              244,925
York International Corporation                     7,500              312,188
                                                                    3,922,025
</TABLE>

                                                                             33

<PAGE>

<TABLE>


CAMBRIDGE INCOME & GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994



COMMON STOCKS                      PERCENT OF                        MARKET
(CONTINUED)                        NET ASSETS       SHARES            VALUE
<S>                              <C>             <C>               <C>
CONSUMER CYCLICAL                        3.51%
Borg-Warner Automotive, Inc.                       4,000          $  101,500  
General Motors Corporation                        27,900           1,307,812
Host Marriott Corporation*                        17,400             171,825
Navistar International*                           30,200             419,025
Servico, Inc.*                                     4,200              35,700
Valassis Communications, Inc.                      6,600             102,300
                                                                   2,138,162

CONSUMER STAPLES                         4.35%
Davids, Ltd.                                     110,000             122,100
Fleming Companies, Inc.                           13,900             324,913
Hills Stores Company*                             10,000             213,750
Interstate Bakeries Corporation                   19,000             247,000
Monk Austin, Inc.                                 11,800             172,575
Morningstar Group, Inc.*                          15,200             106,400
Seagram Company, Ltd.                              2,500              75,625
Standard Commercial Corporation                   16,000             242,000
Universal Corporation                             47,000           1,151,500
                                                                   2,655,863

ENERGY                                    5.64%
Amerada Hess Corporation                           2,600             120,900
Arethusa Off-Shore, Ltd.*                          5,200              55,250
Atlantic Richfield Company                           900              90,787
Burlington Resources, Inc.                           200               7,500
Enserch Corporation                                9,400             130,425
Gerrity Oil & Gas Corporation*                    17,000             119,000
Gulf Canada Resources, Ltd.*                      26,300             100,269
Home Oil Company*                                 13,200             181,500
Indresco, Inc.                                     2,200              28,875
Lone Star Technologies, Inc.                      25,100             156,875
Maxus Energy Corporation*                         61,900             278,550
Nabors Industries, Inc.*                          15,000              91,875
Noble Drilling Corporation*                       39,300             294,750
Nowsco Well Service, Ltd.                          1,700              26,350
Petroleum Heat & Power Company                    13,400             123,950
Phillips Petroleum Company                         2,600              89,050
Ranchmen's Resources, Ltd.*                       41,900             226,394
Santa Fe Energy Resources, Inc.*                  10,000              92,500
Sonat Offshore Drilling, Inc.                     22,400             445,200
U.S.X. Marathon Group, Inc.                       18,000             319,500
Unocal Corporation                                16,400             463,300
</TABLE>

34

<PAGE>

<TABLE>
<CAPTION>
COMMON STOCKS                         PERCENT OF                    MARKET
(CONTINUED)                           NET ASSETS   SHARES           VALUE
<S>                                   <C>          <C>            <C>
FINANCIAL                                 19.10%
ACE, Ltd.                                         32,500         $  780,000
Aetna Life & Casualty Company                      5,900            273,613
Alexander & Alexander Services, Inc.              18,600            362,700
American Express Company                           9,200            279,450
Astoria Financial Corporation*                     5,300            159,662
BankAmerica Corporation                           31,338          1,382,756
California Federal Bank*                          17,556            237,006
Capital Guaranty Corporation                      22,800            350,550
Chase Manhattan Corporation                        8,300            287,388
Chubb Corporation                                 12,300            874,837
CIGNA Corporation                                  8,900            548,463
Coast Savings Financial, Inc.*                     8,800            156,200
Colonial Properties Trust                         14,900            324,075
Enhance Financial Services Group, Inc.            10,400            198,900
Exel Limited                                       8,900            345,988
Federal National Mortgage Association              1,000             78,750
First Union Corporation                            2,000             86,500
Firstfed Financial Corporation*                    6,400             99,200
Gables Residential Trust                          13,800            313,950
GP Financial Corporation                           7,400            175,750
Holly Residential Properties                      16,900            253,500
ITT Corporation                                    1,500            125,062
Keycorp                                            5,100            155,550
Koger Equity, Inc. REIT*                          36,800            331,200
Lehman Brothers Holding, Inc.                     24,840            366,390
Loews Corporation                                  1,200            106,050
Mellon Bank Corporation                            2,400            135,000
National Bank of Canada                           47,800            333,973
Newhall Land & Farming Company                     3,100             45,725
Old Republic International Corporation            16,000            334,000
Policy Management Systems Corporation*             6,900            275,138
Reinsurance Group of America                       3,600             82,800
Storage Equities, Inc.                            21,300            319,500
Twentieth Century Industries*                     37,000            471,750
U.S. Bank Corporation                              3,200             81,600
Unidanmark A/S*~(b)                                5,100            196,085
Union Bank                                        15,200            467,400
Unitrin, Inc.                                      5,200            250,900
                                                                 11,647,361

TECHNOLOGY                             3.51%
B.C.E., Inc.                                      25,400            911,225
Comsat Corporation                                 5,500            140,938
Cooper Industries, Inc.                            7,600            305,900
</TABLE>


                                                                             35

<PAGE>

CAMBRIDGE INCOME & GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
COMMON STOCKS                    PERCENT OF        MARKET
(CONTINUED)                      NET ASSETS        SHARES           VALUE
<S>                              <C>              <C>            <C>
TECHNOLOGY (CONTINUED)
Digital Equipment Corporation*                     2,000         $  53,000
IDB Communications Group, Inc.*                   28,900           260,100
Raychem Corporation                               11,500           471,500
                                                                 2,142,663

TRANSPORTATION & SERVICES             2.09%
Canadian Pacific, Ltd.                            23,500           393,625
Canadian Pacific, Ltd.*
  (2/14/94, $16,814) (a)                           1,000            16,769
Continental Airlines, Inc.*                       11,000           189,750
MESA Airlines, Inc.*                               1,700            11,262
OMI Corporation*                                  18,400           117,300
Overseas Shipholding Group                         5,000           108,750
Tidewater , Inc.                                   5,300           113,950
Trinity Industries, Inc.                           8,500           269,874
Union Pacific Corporation                          1,000            53,625
                                                                 1,274,905

UTILITIES                             0.43%
Central Maine Power Company                        6,100            68,625
New York State Electric & Gas
 Company                                           1,500            27,938
Niagra Mohawk Power                                3,700            49,025
Telecom Italia Spa                                11,000            30,972
Unicom Corporation                                 3,800            84,550
                                                                   261,110

MISCELLANEOUS 2.95%
Brascan, Ltd.                                     19,200           276,000
CRSS, Inc.                                         2,900            32,988
Essex Property Trust, Inc.                        15,500           279,000
Innkeepers U.S.A. T rust                           9,000            87,188
Shurgard Storage Centers, Inc.                     1,600            36,800
Sun Communities, Inc.                             12,600           289,800
T ucker Properties Corporation                    13,900           224,138
Unilab Corporation*                                5,100            27,413
United Mobile Homes, Inc.                         36,000           270,000
W.M.X. Technologies, Inc.                          9,600           277,200
                                                                 1,800,527
TOTAL COMMON STOCKS (COST
 $36,159,724)                                                   37,918,982

</TABLE>


36

<PAGE>

<TABLE>
<CAPTION>
                                                   SHARES OR
                                  PERCENT OF       PRINCIPAL         MARKET
(CONTINUED)                       NET ASSETS        AMOUNT           VALUE
<S>                               <C>              <C>             <C>
PREFERRED STOCKS                   2.25%

BASIC MATERIALS                    0.52%
Boise Cascade Corporation                            9,000         $ 237,375
Reynolds Metals Company                              1,500            80,812
                                                                     318,187

CONSUMER STAPLES                   0.04%
FHP International Corporation                          800            21,900

FINANCIAL                          1.16%
Glendale Federal Bank                               21,700           707,963

TRANSPORTATION & SERVICES          0.53%
AMR Corporation (b)                                  5,000           205,000
UAL Corporation (b)                                  1,400           115,850
                                                                     320,850
TOTAL PREFERRED STOCKS
 (COST $1,150,737)                                                 1,368,900

CORPORATE BONDS                    7.86%

BASIC MATERIALS                    0.36%
Aluminum Company of America,
  5.75%, 2/1/01                                    $250,000          221,600

CAPITAL GOODS & CONSTRUCTION       0.15%
Lockheed Corporation, 6.75%,
 3/15/03                                            100,000           90,219

CONSUMER CYCLICAL                  1.04%
Circus Circus Enterprises, Inc.,
  7.63%, 7/15/13                                    250,000          219,865
Sears Roebuck Company,
  9.25%, 4/15/98                                    175,000          183,622
Time Warner Entertainment, Inc.,
  8.88%, 10/1/12                                    250,000          230,187

                                                                     633,674

CONSUMER STAPLES                     0.34%
Gillette Company,
  5.75%, 10/15/05                                   250,000          206,638

ENERGY                               0.39%
Coastal Corporation,
  8.13%, 9/15/02                                    250,000          239,820
</TABLE>

                                                                             37

<PAGE>

CAMBRIDGE INCOME & GROWTH PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

CORPORATE BONDS                     PERCENT OF      PRINCIPAL       MARKET
(CONTINUED)                         NET ASSETS       AMOUNT         VALUE
<S>                                <C>            <C>             <C>
FINANCIAL                              3.62%
American General Finance
  Corporation,
  5.88%, 7/1/00                                   $ 250,000       $ 226,650
Associates Corporation
  of North America,
  5.25%, 3/30/00                                    250,000         219,713
Bank of Boston,
  6.63%, 2/1/04                                     250,000         222,420
Chase Manhattan Corporation,
  7.75%, 11/1/99                                    250,000         246,210
Chrysler Financial Corporation,
  6.63%, 8/15/20                                    250,000         231,413
Comerica Bank Inc.,
  7.13%, 12/1/13                                    250,000         213,245
Dean W itter Discover,
  6.25%, 3/15/00                                    100,000          91,837
Ford Motor Credit,
  8.88%, 6/15/99                                    100,000         103,633
Great Western Financial,
  6.38%, 7/1/00                                     250,000         226,750
Home Savings of Americas,
  6.00%, 11/01/00                                   250,000         225,140
Toronto-Dominion Bank-NY,
  6.13%, 11/1/08                                    250,000         201,107
                                                                  2,208,118

UTILITIES                             1.96%
Duke Power Company,
  7.00%, 6/1/00                                     100,000          96,534
Florida Power & Light Company,
  5.38%, 4/1/00                                     250,000         223,015
Long Island Lighting Company,
  7.05%, 3/15/03                                    100,000          80,934
Pacific Gas & Electric Company,
  5.93%, 10/8/03                                    250,000         216,515
Philadelphia Electric Company,
  7.5%, 1/15/99                                     100,000          98,841
Southwestern Public Service Company,
  6.88%, 12/1/99                                    250,000         241,443
Union Electric Company,
  6.75%, 10/15/99                                   250,000         238,420

                                                                  1,195,702
TOTAL CORPORATE BONDS (COST
 $5,454,869)                                                      4,795,771
</TABLE>


38

<PAGE>

<TABLE>
<CAPTION>
                                    PERCENT OF     PRINCIPAL        MARKET
(CONTINUED)                         NET ASSETS      AMOUNT           VALUE
<S>                                 <C>           <C>              <C>
GOVERNMENT BONDS                        23.15%
Government National Mortgage
    Association,
      7.00%, 1/15/24                            $ 2,474,696      $ 2,243,460
Government National Mortgage
  Association,
  6.50%, 9/15/23-4/15/24                          1,484,365        1,296,489
U.S. Treasury Note,
  4.75%, 9/30/98                                  2,000,000        1,837,060
U.S. Treasury Note,
  5.75%, 8/15/03                                  2,000,000        1,763,680
U.S. Treasury Bond,
  7.25%, 5/15/16                                  5,500,000        5,081,230
U.S. Treasury Bond,
  7.50%, 11/15/16                                 2,000,000        1,895,980
TOTAL GOVERNMENT BONDS (COST
 $15,179,888)                                                     14,117,899

SHORT-TERM INVESTMENT                   2.95%

REPURCHASE AGREEMENT
Lehman Brothers, Inc.
Dated 9/29/94, 4.85%, Due 10/3/94,
collateralized by $1,620,000,
U.S. Treasury Bond, 9.25%, 2/15/16                1,797,000        1,797,000

TOTAL SHORT-TERM INVESTMENTS
(COST $ 1,797,000)                                                 1,797,000

TOTAL INVESTMENTS
(COST $59,742,218)                     98.38%                     59,998,552

OTHER ASSETS LESS LIABILITIES           1.62%                        992,964

NET ASSETS                            100.00%                    $60,991,516
</TABLE>

*  Non-income producing.
~  American Depository Receipts.

REIT - Real Estate Investment Trust

    (a) All or a portion of these securities are restricted (i.e., securities
which may not be publicly sold without registration under the Federal
Securities Act of 1933). Dates of acquisition and costs are set forth in
parentheses after the title of the restricted securities.


    (b) These are securities that may be resold to "qualified institutional
buyers" under Rule 144A or securities offered pursuant to Section 4 (2) of the
Securities Act of 1933, as amended. These securities have been determined to be
liquid under guidelines established by the Board of Trustees.

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                             39

<PAGE>

CAMBRIDGE GLOBAL PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

                                    PERCENT OF                         MARKET
                                    NET ASSETS        SHARES           VALUE
<S>                                 <C>               <C>             <C>
COMMON STOCKS                        91.63%

AUSTRALIA                             5.07%
Broken Hill Proprietary Company*                      24,033         $ 349,286
Western Mining Corporation
  Holdings, Ltd. ORD                                  36,450           212,278
Woodside Petroleum, Ltd.                              79,500           294,150
                                                                       855,714

CANADA                                4.70%
Alcan Aluminum, Ltd.                                   7,300           192,456
Canadian Pacific, Ltd.                                16,600           278,357
Rogers Communications, Inc.*                          21,200           321,918
                                                                       792,731

DENMARK                               1.55%
FLS Industries A/S `B'                                 3,750           260,899

FRANCE                                1.45%
Alcatel Alsthom (CGE)~                                13,200           244,200

GERMANY                               6.14%
Hoechst AG                                             1,390           295,766
Mannesmann AG                                          1,100           273,530
Munich Reinsurance                                       155           271,097
Veba AG                                                  590           195,552
                                                                     1,035,945

GREAT BRITAIN                        10.24%
Carlton Communications ORD                            18,600           245,773
Enterprise Oil ORD                                    45,500           277,651
Lasmo PLC                                            129,857           313,281
Rio Tinto-Zinc Corporation ORD                        19,700           272,888
Saint James Place                                    130,000           243,931
Waste Management International PLC*                   30,600           261,998
Willis Corroon Group PLC                              48,000           111,259
                                                                     1,726,781

HONG KONG                             1.66%
Hong Kong Telecom, Ltd.                               69,000           137,961
Hutchison Whampoa, Ltd.                               30,000           141,707
                                                                       279,668
</TABLE>


40

<PAGE>


<TABLE>



COMMON STOCKS                        PERCENT OF                       MARKET
(CONTINUED)                          NET ASSETS        SHARES         VALUE
<S>                                  <C>               <C>          <C>
ITALY                                   4.71%
Instituto Mobilaire Italiano                             4,000      $  27,644
Instituto Nazionale ORD                                112,000        166,635
Rinascente                                              39,000        124,410
Rinascente - Warrants*                                  10,400              0
Telecom Italia SPA                                      90,600        255,097
STET Societa Finanz                                     71,300        220,602
                                                                      794,388

JAPAN                                   9.27%
Canon, Inc.                                             16,000        281,070
Hitachi, Ltd.                                           31,000        299,202
Kyocera Corporation                                      4,000        285,916
Matsushita Electric                                      8,000        127,612
NKS, Ltd.                                                2,000         15,063
Sony Corporation~                                          500         29,188
Sony Corporation                                         4,000        232,610
Toshiba Corporation                                     39,000        293,337
                                                                    1,563,998

SOUTH AFRICA                           1.47%
Impala Platinum Holdings~                               10,400        248,430

SOUTH KOREA                            2.95%
Goldstar (b)                                            13,400        298,150
Yukong, Ltd.* (b)                                        8,000        200,000
                                                                      498,150

SWEDEN                                 5.93%
Astra AB A-F                                             7,000        167,737
Autoliv AB                                               8,900        267,324
SKF AB*                                                 15,200        264,801
Volvo AB                                                16,500        300,665
                                                                    1,000,527

SWITZERLAND                            9.73%
Brown Boveri & CIE AG                                      295        254,330
CIBA Geigy AG Basel                                        480        271,410
Nestle Cham Et Vevey                                       302        274,204
SCHW Rueckversicherungs                                    600        291,728
SGS Societe Gen De Surveill                                165        256,311
Sulzer AG* (Participation Certificate)                     443        294,186
                                                                    1,642,169

</TABLE>
                                                                             41

<PAGE>

CAMBRIDGE GLOBAL PORTFOLIO
Portfolio of Investments
SEPTEMBER 30, 1994

<TABLE>
<CAPTION>
                                                      SHARES OR
COMMON STOCKS                         PERCENT OF      PRINCIPAL       MARKET
(CONTINUED)                           NET ASSETS       AMOUNT         VALUE
<S>                                                    <C>          <C>
UNITED STATES                           25.30%
Allegheny Ludlum Corporation                             1,700      $   36,550
Ambac, Inc.                                              7,600         281,200
American President Cos., Ltd.                           12,200         308,050
Amway Asia Pacific, Ltd.                                 1,600          48,200
Boeing Company                                           4,700         202,688
Destec Energy , Inc.*                                   27,400         311,675
Enron Corporation                                        8,700         263,175
Exel, Ltd. ORD                                           7,400         287,675
General RE Corporation                                   2,220         235,043
Harnischfeger                                            1,300          34,287
LaFarge Corporation                                     13,800         277,725
MBIA, Inc.                                               5,200         310,050
Mid Ocean, Ltd. ORD*                                    10,800         273,375
Partnerre Holdings, Ltd.                                12,600         275,625
Schlumberger, Ltd.                                       4,600         250,125
Thermo Electron Corporation*                             2,700         123,863
United Healthcare Corporation                            4,600         243,800
United Technologies Corporation                          3,300         206,663
WMX Technologies, Inc.                                  10,300         297,412
                                                                     4,267,181

VENEZUELA                               1.46%
Venezolana De Prerredicidos*
  (4/13/94, $260,293) (a) (b)                           35,600         246,975
TOTAL COMMON STOCKS (COST $15,437,475)                              15,457,756

CORPORATE BONDS                         0.72%

CANADA                                  0.46%
Teck Corporation, 3.75%, 7/15/06~                      $80,000          78,000

ITALY                                   0.16%
Mediobanca, 4.50%, 1/1/00*                              25,852          26,620

MALAYSIA                                0.10%
Telekom Malaysia Berhad,
  4.00%, 10/3/04~ (a) (b)
  (9/22/94, $170,000)                                  170,000         169,958
TOTAL CORPORATE BONDS (COST $260,604)                                  274,578

SHORT- TERM INVESTMENTS                 8.59%
Federal Home Loan Bank, OID,
  4.80%, 10/28/94                                      800,000         797,120
</TABLE>

42

<PAGE>

<TABLE>
<CAPTION>

                                                                            SHARES OR
SHORT-TERM                                                  PERCENT OF      PRINCIPAL       MARKET
INVESTMENTS (CONTINUED)                                     NET ASSETS        AMOUNT         VALUE
<S>                                                         <C>             <C>            <C>
REPURCHASE AGREEMENT
Donaldson, Lufkin, & Jenrette  Securities Corporation
     Dated 9/30/94, 4.80%, due 10/3/94,
     collateralized by $473,000,
         U.S. Treasury Bond, 12.75%, 11/15/10                                 $651,000      $  651,000

TOTAL SHORT-TERM INVESTMENTS
(COST $1,448,120)                                                            1,448,120

TOTAL INVESTMENTS
(COST $17,146,199)                                          100.94%                          17,180,454

OTHER ASSETS LESS LIABILITIES                                (0.94%)                           (310,915)

NET ASSETS                                                  100.00%                         $16,869,539
</TABLE>


* Non-income producing.
~ American Depository Receipts.

    (a) All or a portion of these securities are restricted (i.e., securities
which may not be publicly sold without registration under the Federal Securities
Act of 1933). Dates of acquisition and costs are set forth in parentheses after
the title of the restricted securities.


    (b) Securities that may be resold to "qualified institutional buyers" under
Rule 144A or securities offered pursuant to Section 4 (2) of the Securities
Act of 1933, as amended. These securities have been determined to be liquid
under guidelines established by the Board of Trustees.


SEE NOTES TO FINANCIAL STATEMENTS.


                                                                             43

<PAGE>

CAMBRIDGE SERIES TRUST
Statements of Assets and Liabilities
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
                                                         CAMBRIDGE     CAMBRIDGE        CAMBRIDGE        CAMBRIDGE
                                            CAMBRIDGE      CAPITAL     GOVERNMENT       MUNICIPAL        INCOME AND     CAMBRIDGE
                                             GROWTH        GROWTH        INCOME          INCOME          GROWTH         GLOBAL
                                           PORTFOLIO      PORTFOLIO    PORTFOLIO        PORTFOLIO        PORTFOLIO       PORTFOLIO
<S>                                       <C>          <C>            <C>              <C>             <C>            <C>
ASSETS
 Investments, at market value* (Note 2)   $41,999,246  $63,102,296    $132,366,221     $71,245,552     $59,998,552    $17,180,454
Cash                                          859,416            -               -         130,404               -          2,344
  Receivables
    Investments sold                          832,966    741,914                -               -         904,135              -
    Fund shares sold                           11,126     42,470           34,094          23,324         200,362         94,816
    Dividends and interest                     95,051    139,759        1,170,752       1,348,724         439,641         28,360
  Deferred organization expenses (Note 2)       9,039     11,351           33,502          10,468           9,964         45,295
  Other assets                                      -      5,101                -           4,496               -              -
    Total assets                           43,806,844 64,042,891      133,604,569      72,762,968      61,552,654     17,351,269
LIABILITIES
  Payables
    Investments purchased                     141,000  1,342,854       14,362,419       1,006,858         124,141        381,081
    Reverse repurchase agreement (Note 2)           -          -        8,956,501               -               -              -
    Fund shares redeemed                      250,951    218,520          908,895         207,479         208,711          3,771
    Dividends                                       -          -          274,254         177,981               -              -
    Forward contract payable (Note 7)               -          -                -               -               -         14,160
    Variation margin (Note 2)                       -          -                -          25,000               -              -
  Accrued administration expenses
   (Note 4)                                     5,285      7,531           13,372           5,429           4,619         12,809
  Accrued distribution expenses                21,847     53,090           43,523          24,552           9,555          9,723
  Accrued expenses and other liabilities      131,075    133,983        1,015,956         101,915         214,112         60,186
    Total liabilities                         550,158  1,755,978       25,574,920       1,549,214         561,138        481,730
NET ASSETS                                $43,256,686 $62,286,913    $108,029,649     $71,213,754     $60,991,516    $16,869,539

Net Assets represented by: (Note 2)
  Additional paid-in capital              $42,915,639 $59,500,018    $124,898,930     $73,383,330     $59,544,077    $16,831,407
  Undistributed net investment
    income                                          -          -          165,284               -          75,944              -
  Accumulated distributions in
    excess of net investment income                 -   (103,086)               -         (58,877)              -              -
  Undistributed realized gain (loss)
    on investment transactions            (2,819,616)  1,264,435      (11,718,498)       (631,634)      1,115,161         17,822
  Net unrealized appreciation
    (depreciation) of investments and
     foreign currency related
      transactions                         3,160,663   1,625,546       (5,316,067)     (1,479,065)        256,334         20,310
    Net Assets                           $43,256,686 $62,286,913     $108,029,649     $71,213,754     $60,991,516    $16,869,539
NET ASSET VALUE PER SHARE
  Class A Shares                              $14.68 $     14.88     $      12.75     $     14.42     $     15.27    $     14.23
  Class B Shares                              $14.53 $     14.80     $      12.76     $     14.43     $     15.28    $     14.15
OFFERING PRICE PER SHARE
  Class A                                 $15.53 (a) $   15.75(a)    $    13.39(b)    $   15.14(b)    $  16.16(a)    $  15.06(a)
  Class B                                     $14.53 $     14.80     $      12.76     $     14.43     $     15.28    $     14.15
REDEMPTION PROCEEDS PER SHARE
  Class A                                     $14.68 $     14.88     $      12.75     $     14.42     $     15.27    $     14.23
  Class B (c)                                 $14.38 $     14.65     $      12.63     $     14.29     $     15.13    $     14.01
SHARES OUTSTANDING
  Class A Shares                             993,054   1,423,010        2,363,773       1,738,078       1,164,060        624,181
  Class B Shares                           1,974,036   2,778,026        6,103,595       3,198,229       2,828,735        564,671
    Total Shares Outstanding               2,967,090   4,201,036        8,467,368       4,936,307       3,992,795      1,188,852
</TABLE>

    * Investments at cost $38,838,583, $61,477,308, $137,682,288, $73,076,934,
$59,742,218, and $17,146,199 respectively.

    (a) Computation of offering price: 100/94.50 of net asset value.

    (b) Computation of offering price: 100/95.25 of
net asset value.

    (c) Computation of redemption proceeds: 99/100 of net asset value.


SEE NOTES TO FINANCIAL STATEMENTS.


44                                                                        45

<PAGE>

CAMBRIDGE SERIES TRUST
Statements of Operations

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1994                                CAMBRIDGE  CAMBRIDGE      CAMBRIDGE       CAMBRIDGE
                                              CAMBRIDGE       CAPITAL   GOVERNMENT     MUNICIPAL       INCOME AND   CAMBRIDGE
                                               GROWTH         GROWTH     INCOME         INCOME          GROWTH       GLOBAL
                                              PORTFOLIO      PORTFOLIO  PORTFOLIO      PORTFOLIO       PORTFOLIO    PORTFOLIO**
<S>                                           <C>          <C>        <C>              <C>             <C>          <C>
INVESTMENT INCOME
   Interest                                    $ 72,373    $ 498,408  $11,163,429*     $5,211,568       $1,100,703   $ 41,716
   Dividends (Net of withholding taxes)***      525,699    1,152,741           -                -          869,081     80,443

    Total investment income (Note 2)            598,072    1,651,149   11,163,429       5,211,568        1,969,784    122,159
EXPENSES
   Management fee (Note 4)                      410,955      590,693      839,139         468,787          374,462     69,515
   Distribution fees (Note 4)                   253,834      360,712      511,023         253,801          252,486     20,749
   Transfer agent fee                           163,583      213,354      135,467          88,237          107,910     40,323
   Shareholder services fees (Note 4)           128,423      184,588      349,642         195,328          124,821     15,340
   Administration fee (Note 4)                   64,195       92,278      174,797          97,653           62,315      7,670
   Custodian fee                                 71,513       67,014      271,676          72,717           97,592     36,000
   Registration fees                             30,000       27,000       36,000          23,000           38,000          -
   Shareholder reports                           25,338       36,777       65,132          41,328           37,476      8,091
   Organizational expenses                       12,275       12,195       12,114          10,397            2,941      1,904
   Professional fees                             11,008       15,782       27,500          17,912           14,914      4,014
   Directors' fees                                7,180        7,180        7,180           7,180            7,180      3,590
   Other                                         13,472       13,705       24,573          30,733           11,429     10,889

    Total expenses                            1,191,776    1,621,278    2,454,243       1,307,073        1,131,526    218,085
Deduct
Waiver of administration fee (Note 4)            6,569            -        23,563              -            15,033        530
Waiver of management fee (Note 4)                    -            -             -          81,713               -      69,515

Net Expenses                                  1,185,207    1,621,278    2,430,680       1,225,360        1,116,493    148,040

Net investment income (loss)                   (587,135)      29,871    8,732,749       3,986,208          853,291    (25,881)

REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS
   Net realized gain (loss)
    on investments (Note 2)                    (514,259)   1,128,751   (8,118,106)       (527,018)(a)    1,523,312      17,822
   Change in unrealized
    appreciation (depreciation)              (5,796,253)  (2,465,351)  (5,963,957)     (7,578,461)(b)     (248,910)     20,310(b)
    Net realized and unrealized
     gain (loss) on investments              (6,310,512)  (1,336,600) (14,082,063)      (8,105,479)      1,274,402      38,132
Net increase (decrease) in net assets
   resulting from operations               $ (6,897,647) $(1,306,729) $(5,349,314)     $(4,119,271)     $2,127,693     $12,251
</TABLE>


* Net of interest expense ($7,680).

** For the period from March 29, 1994 (date of initial public investment)
   to September 30, 1994.

***Withholding taxes were $1,534, $1,232, and $2,960 for the Capital Growth Port
   folio, Income and Growth Portfolio and Global Portfolio respectively for the
   year ended September 30, 1994. (a) Includes net realized gain on futures of
   $167,132. (b) Includes unrealized appreciation on variation margin receivable
   of $352,317 on Cambridge Municipal Income Portfolio and unrealized
   depreciation on forward exchange contracts of $14,160 on Cambridge Global
   Portfolio.


SEE NOTES TO FINANCIAL STATEMENTS.


46                                                                            47

<PAGE>

CAMBRIDGE SERIES TRUST
Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                 CAMBRIDGE                       CAMBRIDGE                     CAMBRIDGE
                                                  GROWTH                       CAPITAL GROWTH               GOVERNMENT INCOME
                                                 PORTFOLIO                        PORTFOLIO                      PORTFOLIO
YEAR ENDED SEPTEMBER 30,                   1994             1993            1994            1993           1994          1993

<S>                                  <C>              <C>              <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)       $     (587,135)  $     (370,213)  $     29,871   $    362,476   $  8,732,749   $ 10,265,188
  Net realized gain (loss) on
   investments                             (514,259)      (1,548,366)     1,128,751      1,367,380     (8,118,106)    (3,077,078)
  Change in unrealized appreciation
   (depreciation) of investments         (5,796,253)       8,221,415     (2,465,351)     3,040,826     (5,963,957)       (60,842)
   Increase (decrease) in net assets
    from operations                      (6,897,647)       6,302,836     (1,306,729)     4,770,682     (5,349,314)     7,127,268

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
   Class A                                        -                -        (87,466)      (204,040)    (2,342,783)    (3,306,334)
   Class B                                        -                -              -        (94,762)    (5,799,239)    (6,958,854)
  Distributions in excess of
   net investment income
   Class A                                        -          (22,462)             -              -              -       (146,203)
   Class B                                        -                -              -        (35,370)             -       (301,354)
  Net realized gain on investments
   Class A                                        -                -       (241,102)             -                             -
   Class B                                        -                -       (445,582)                            -              -
   Net decrease from distributions                -          (22,462)      (774,150)      (334,172)    (8,142,022)   (10,712,745)

CAPITAL SHARE TRANSACTIONS (NOTE 8)
  Net proceeds from sale of shares       15,028,646       30,595,316      9,607,870     47,948,857     14,581,398    103,828,094
  Reinvested distributions                        -           22,029        755,452        324,735      5,302,074      6,788,193
  Cost of shares redeemed               (19,651,657)      (7,411,912)   (34,385,554)   (10,651,945)   (73,488,727)   (34,305,532)
   Change in net assets from capital
    share transactions                   (4,623,011)      23,205,433    (24,022,232)    37,621,647    (53,605,255)    76,310,755

Increase (decrease) in net assets     (1 1,520, 658)      29,485,807    (26,103,111)    42,058,157    (67,096,591)    72,725,278

NET ASSETS
  Beginning of period                    54,777,344       25,291,537     88,390,024     46,331,867    175,126,240    102,400,962

  End of period                      $   43,256,686   $   54,777,344   $ 62,286,913   $ 88,390,024   $108,029,649   $175,126,240

</TABLE>


48                                                                         49

<PAGE>

CAMBRIDGE SERIES TRUST
Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                            CAMBRIDGE                           CAMBRIDGE                 CAMBRIDGE
                                        MUNICIPAL INCOME                    INCOME AND GROWTH               GLOBAL
                                           PORTFOLIO                            PORTFOLIO                 PORTFOLIO
YEAR ENDED SEPTEMBER 30,                 1994            1993             1994            1993**             1994*

<S>                                  <C>              <C>             <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income (loss)       $  3,986,208     $ 3,527,864     $   853,291     $   114,097     $     (25,881)
  Net realized gain (loss) on
   investments                           (527,018)        435,238       1,523,312         258,659            17,822
  Net unrealized appreciation
   (depreciation) of investments       (7,578,461)      5,587,476        (248,910)        505,244            20,310
   Increase (decrease) in net assets
    from operations                    (4,119,271)      9,550,578       2,127,693         878,000            12,251

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income
   Class A                             (1,463,600)     (1,450,546)       (300,723)        (50,722)                -
   Class B                             (2,444,169)     (2,077,318)       (476,423)        (55,843)                -
  Distributions in excess of
   net investment income
   Class A                                      -         (57,691)              -               -                 -
   Class B                                      -         (90,022)              -               -                 -
  Net realized gain on investments
   Class A                               (189,589)         (3,927)       (204,420)              -                 -
   Class B                               (340,533)         (5,805)       (470,138)              -                 -
   Net decrease from distributions     (4,437,891)     (3,685,309)     (1,451,704)       (106,565)                -

CAPITAL SHARE T RANSACTIONS
  Net proceeds from sale of shares     14,229,526      39,212,917      38,661,567      27,786,270        18,542,494
  Reinvested distributions              2,491,222       1,918,307       1,370,230          98,283                 -
  Cost of shares redeemed             (17,170,919)     (9,841,523)     (7,692,563)       (679,695)       (1,685,206)
   Change in net assets from capital
    share transactions                   (450,171)     31,289,701      32,339,234      27,204,858        16,857,288

Increase (decrease) in net assets      (9,007,333)     37,154,970      33,015,223      27,976,293        16,869,539

NET ASSETS
  Beginning of period                  80,221,087      43,066,117      27,976,293               -                 -
  End of period                      $ 71,213,754     $80,221,087     $60,991,516     $27,976,293     $  16,869,539
</TABLE>

*  For the period from March 29, 1994 (date of initial public investment) to
   September 30, 1994.

** For the period from May 24, 1993 (date of initial public investment) to
   September30, 1993.

SEE NOTES TO FINANCIAL STATEMENTS.


50                                                                      51

<PAGE>


CAMBRIDGE SERIES TRUST
Financial Highlights

<TABLE>
<CAPTION>

Class A Shares                                   CAMBRIDGE                                       CAMBRIDGE
                                              GROWTH PORTFOLIO                          CAPITAL GROWTH PORTFOLIO

YEAR ENDED SEPTEMBER 30,               1994          1993             1992*         1994         1993         1992*
<S>                                    <C>           <C>           <C>           <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD     $  16.69     $  14.14     $   14.18     $  15.26     $  14.21     $   14.18
Income from investment operations
  Net investment income (loss)              (0.11)       (0.07)         0.03         0.09         0.14          0.08
  Net realized and unrealized
   gain (loss) on investments               (1.90)        2.65         (0.07)       (0.30)        1.02          0.03
  Total from investment operations          (2.01)        2.58         (0.04)       (0.21)        1.16          0.11
Less distributions
  Dividends from income                         -            -             -        (0.04)       (0.11)        (0.08)
  Distributions from capital gains              -            -             -        (0.13)           -             -
  Distributions in excess of
   net investment income                        -        (0.03)            -            -            -             -
  Total distributions                           -        (0.03)            -        (0.17)       (0.11)        (0.08)
NET ASSET VALUE, END OF PERIOD           $  14.68     $  16.69     $   14.14     $  14.88     $  15.26     $   14.21

Total Return                              (12.04%)       18.23%       (0.28%)      (1.37%)        8.21%         0.78%

Ratios/Supplemental Data

Net assets, end of period (in thousands) $ 14,579     $ 19,708     $  11,464     $ 21,181     $ 31,360     $  20,864

Ratio of expenses to average net assets      1.81%        1.66%     1.33% (a)        1.70%        1.49%         1.14%(a)

Ratio of expenses to average net assets
  excluding waiver                           1.82%        1.78%     1.72% (a)        1.70%        1.59%         1.43%(a)

Ratio of net investment income (loss)
  to average net assets                    (0.65%)      (0.49%)     0.59% (a)        0.53%        0.96%         1.54%(a)

Portfolio turnover rate                       132%         137%           26%         149%         192%           61%
</TABLE>


*Reflects operations for the period from April 29, 1992 (date of initial public
investment) to September 30, 1992.

(a)  Annualized.




52                                                                          53

<PAGE>

CAMBRIDGE SERIES TRUST
Financial Highlights

<TABLE>
<CAPTION>
Class A Shares (continued)
                                                    CAMBRIDGE                             CAMBRIDGE
                                            GOVERNMENT INCOME PORTFOLIO           MUNICIPAL INCOME PORTFOLIO

YEAR ENDED SEPTEMBER 30,                 1994         1993           1992*      1994        1993          1992*

<S>                                      <C>         <C>         <C>           <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD     $ 14.04     $ 14.39     $   14.30     $ 16.05     $ 14.76     $  14.29
Income from investment operations
  Net investment income                     0.84        1.06          0.44        0.82        0.92         0.32
  Net realized and unrealized
   gain (loss) on investments              (1.30)      (0.31)         0.09       (1.54)       1.32         0.47
  Total from investment operations         (0.46)       0.75          0.53       (0.72)       2.24         0.79
Less distributions
  Dividends from income                    (0.83)      (1.06)        (0.44)      (0.81)      (0.92)       (0.32)
  Distributions from capital gain              -           -             -       (0.10)          -            -
  Distributions in excess of
   net investment income                       -       (0.04)            -           -       (0.03)           -
  Total distributions                      (0.83)      (1.10)        (0.44)      (0.91)      (0.95)       (0.32)
NET ASSET VALUE, END OF PERIOD           $ 12.75     $ 14.04     $   14.39     $ 14.42     $ 16.05     $  14.76

Total Return                              (3.39%)       5.41%         3.37%     (4.83%)      16.00%        5.34%

Ratios/Supplemental Data

Net assets, end of period (in thousands) $30,142     $47,780     $  36,740     $25,056     $29,245     $ 18,801

Ratio of expenses to average net assets     1.38%       1.04%     0.36% (a)       1.24%       0.71%     0.00%(a)

Ratio of expenses to average net assets
  excluding waiver                          1.39%       1.22%     1.21% (a)       1.33%       1.39%     1.26%(a)

Ratio of net investment income
  to average net assets                     6.33%       7.31%     8.00% (a)       5.43%       5.92%     6.21%(a)

Portfolio turnover rate                      455%        102%            9%         87%         88%           0%
</TABLE>


* Reflects operations for the period from April 29, 1992 (date of initial
public in vestment) to September 30, 1992.
 
(a)  Annualized.





54                                                                        55

<PAGE>

CAMBRIDGE SERIES TRUST
Financial Highlights
<TABLE>
<CAPTION>
Class A Shares
                                              CAMBRIDGE                CAMBRIDGE
(continued)                          INCOME AND GROWTH PORTFOLIO    GLOBAL PORTFOLIO

YEAR ENDED SEPTEMBER 30,                   1994         1993***        1994(B)

<S>                                      <C>         <C>           <C>
PER SHARE OPERATING PERFORMANCE
NET ASSET VALUE, BEGINNING OF PERIOD     $ 14.88     $   14.14     $    14.18
Income from investment operations
  Net investment income (loss)              0.31          0.09          (0.01)
  Net realized and unrealized
   gain on investments                      0.64          0.73           0.06
  Total from investment operations          0.95          0.82           0.05
Less distributions
  Dividends from income                    (0.30)        (0.08)          0.00
  Distributions from capital gains         (0.26)         0.00           0.00
  Distributions in excess of
   net investment income                       -          0.00           0.00
  Total distributions                      (0.56)        (0.08)          0.00
NET ASSET VALUE, END OF PERIOD           $ 15.27     $   14.88     $    14.23
Total Return                                6.54%         5.54%          0.35%
Ratios/Supplemental Data

Net assets, end of period (in thousands) $17,773     $   9,849     $    8,882
Ratio of expenses to average net assets     1.75%         1.56%(a)      2.09% (a)
Ratio of expenses to average net assets
  excluding waiver                          1.75%         1.94%(a)      3.18% (a)
Ratio of net investment income (loss)
  to average net assets                     2.20%         2.35%(a)     (0.10%)(a)
Portfolio turnover rate                       78%           13%             2%
</TABLE>


*** Reflects operations for the period from May 24, 1993 (date of initial
    public investment) to September 30, 1993.

(a)  Annualized.
(b)  Reflects operations for the period from March 29, 1994 (date of initial
public investment) to September 30, 1994
.
SEE NOTES TO FINANCIAL STATEMENTS.


56                                                                       57

<PAGE>

CAMBRIDGE SERIES TRUST
Financial Highlights

<TABLE>
<CAPTION>
Class B Shares                                     CAMBRIDGE                                  CAMBRIDGE
                                                GROWTH PORTFOLIO                       CAPITAL GROWTH PORTFOLIO

YEAR ENDED SEPTEMBER 30,                  1994         1993            1992*       1994        1993          1992*

<S>                                      <C>          <C>         <C>             <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD     $  16.59     $ 14.14     $     14.18     $ 15.23     $ 14.22     $   14.18
Income from investment operations
  Net investment income (loss)              (0.25)      (0.14)          (0.01)      (0.04)       0.05          0.46
  Net realized and unrealized
   gain (loss) on investments               (1.81)       2.59           (0.03)      (0.26)       1.02          0.04
   Total from investment operations         (2.06)       2.45           (0.04)      (0.30)       1.07          0.50
Less distributions
  Dividends from income                         -           -               -           -       (0.05)        (0.46)
  Distributions from capital gains              -           -               -       (0.13)          -             -
  Distributions in excess of
   net investment income                        -           -               -           -       (0.01)            -
  Total distributions                           -           -               -       (0.13)      (0.06)        (0.46)
NET ASSET VALUE, END OF PERIOD           $  14.53     $ 16.59     $     14.14     $ 14.80     $ 15.23     $   14.22

Total Return                              (12.48%)      17.33%         (0.28%)     (2.00%)       7.52%         0.61%

Ratios/Supplemental Data

Net assets, end of period (in thousands) $ 28,678     $35,069     $    13,828     $41,106     $57,030     $  25,468

Ratio of expenses to average net assets      2.56%       2.41%       2.07% (a)       2.46%       2.24%     1.86% (a)

Ratio of expenses to average net assets
  excluding waiver                           2.58%       2.53%       2.47% (a)       2.46%       2.34%      2.16%(a)

Ratio of net investment income (loss)
  to average net assets                    (1.40%)     (1.24%)     (0.17%) (a)     (0.22%)       0.21%      0.83%(a)

Portfolio turnover rate                       132%        137%             26%        149%        192%           61%
</TABLE>

* Reflects operations for the period from April 29, 1992 (date of initial
public investment) to September 30, 1992.

(a)  Annualized.


58                                                                          59

<PAGE>


CAMBRIDGE SERIES TRUST
Financial Highlights

<TABLE>
<CAPTION>
Class B Shares                                      CAMBRIDGE                                 CAMBRIDGE
(continued)                                 GOVERNMENT INCOME PORTFOLIO            MUNICIPAL INCOME PORTFOLIO

YEAR ENDED SEPTEMBER 30,                  1994          1993         1992*        1994       1993       1992*
<S>                                      <C>         <C>          <C>           <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE
NET ASSET VALUE, BEGINNING OF PERIOD     $ 14.06     $  14.40     $   14.30     $ 16.06     $ 14.78     $  14.29
Income from investment operations
  Net investment income                     0.82         0.99          0.41        0.74        0.82         0.29
  Net realized and unrealized
   gain (loss) on investments              (1.37)       (0.31)         0.10       (1.54)       1.32         0.49
  Total from investment operations         (0.55)        0.68          0.51       (0.80)       2.14         0.78
Less distributions
  Dividends from income                    (0.75)       (0.99)        (0.41)      (0.73)      (0.82)       (0.29)
  Distributions from capital gains             -            -             -       (0.10)          -            -
  Distributions in excess of
   net investment income                       -        (0.03)            -           -       (0.04)           -
   Total distributions                     (0.75)       (1.02)        (0.41)      (0.83)      (0.86)       (0.29)
NET ASSET VALUE, END OF PERIOD           $ 12.76     $  14.06     $   14.40     $ 14.43     $ 16.06     $  14.78
Total Return                              (3.97%)        4.86%         3.24%     (5.34%)      15.27%        5.28%
Ratios/Supplemental Data
Net assets, end of period (in thousands) $77,888     $127,346     $  65,661     $46,157     $50,976     $ 24,265
Ratio of expenses to average net assets     1.88%        1.54%         0.83%(a)    1.74%       1.21%        0.50%(a)
Ratio of expenses to average net assets
  excluding waiver                          1.90%        1.72%         1.67%(a)    1.86%       1.89%        1.76%(a)
Ratio of net investment income
  to average net assets                     6.21%        6.81%         7.53%(a)    4.93%       5.42%        5.80%(a)
Portfolio turnover rate                      455%         102%            9%         87%         88%           0%
</TABLE>

* Reflects operations for the period from April 29, 1992 (date of initial
  public investment) to September 30, 1992.

(a)  Annualized.



60                                                                         61

<PAGE>




<TABLE>

CAMBRIDGE SERIES TRUST
Financial Highlights
Class B Shares
                                           CAMBRIDGE
(continued)                                INCOME AND                 CAMBRIDGE
                                         GROWTH PORTFOLIO           GLOBAL PORTFOLIO
YEAR ENDED SEPTEMBER 30,                 1994          1993**         1994 (B)
<S>                                      <C>         <C>           <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF PERIOD     $ 14.91     $   14.14     $     14.18
Income from investment operations
  Net investment income (loss)              0.21          0.05           (0.04)
  Net realized and unrealized
   gain on investments                      0.61          0.77            0.01
  Total from investment operations          0.82          0.82           (0.03)
Less distributions
  Dividends from income                    (0.19)        (0.05)              -
  Distributions from capital gains         (0.26)            -               -
  Distributions in excess of
   net investment income                       -             -               -
  Total distributions                      (0.45)        (0.05)              -
NET ASSET VALUE, END OF PERIOD           $ 15.28     $   14.91     $     14.15

Total Return                                5.66%         5.54%         (0.21%)

Ratios/Supplemental Data

Net assets, end of period (in thousands) $43,219     $  18,127     $     7,987

Ratio of expenses to average net assets     2.44%     2.31% (a)       2.79% (a)

Ratio of expenses to average net assets
  excluding waiver                          2.44%     2.69% (a)       3.93% (a)

Ratio of net investment income (loss)
  to average net assets                     1.51%     1.60% (a)     (0.82%) (a)
</TABLE>



**   Reflects operations for the period from May 24, 1993 (date of initial
     public investment) to September 30, 1993.

(a)  Annualized.

(b)  Reflects operations for the period from March 29, 1994 (date of initial
     public investment) to September 30, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.


62                                                                      63

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements

NOTE 1:  ORGANIZATION
    Cambridge Series Trust ("Trust") is registered under the Investment Company
Act of 1940, as amended, as an 

    open-end management investment company. The Trust consists of six separate
diversified portfolios (hereinafter each individually referred to as a
"Portfolio" or collectively as the "Portfolios") at September 30, 1994, as
follows:


      Cambridge Growth Portfolio
      ("Growth Portfolio")
      Cambridge Capital Growth Portfolio
      ("Capital Growth Portfolio")
      Cambridge Government Income Portfolio
      ("Government Income Portfolio")
       Cambridge Municipal Income Portfolio
      ("Municipal Income Portfolio")  
      Cambridge Income and Growth Portfolio
      ("Income and Growth Portfolio")
      Cambridge Global Portfolio
      ("Global Portfolio")

    The assets of each Portfolio of the Trust are segregated and a shareholder's
interest is limited to the Portfolio in which shares are held. 


    Each Portfolio provides two classes of shares ("Class A and Class B" ).
Class B shares are identical in all respects to Class A shares except that Class
B shares are sold pursuant to a distribution plan ("Plan") adopted in accordance
with Investment Company Act Rule 12b-1 and are not subject to a sales load.


NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
    The following is a summary of significant accounting policies consistently
followed by the Portfolios: 


    (a) Valuation of Securities-Listed equity securities held by the Growth
Portfolio, the Capital Growth Portfolio, the Income and Growth Portfolio and the
Global Portfolio are valued at the last sale prices reported on national
securities exchanges. Listed equity securities in which there were no sales are
valued at the mean between the bid and asked prices. Unlisted equity securities
are valued at the latest mean price. Bonds and other fixed-income securities are
valued at the last sale price on a national

64

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

securities exchange, if available. Otherwise, they are valued on the basis
of prices furnished by an independent pricing service. Short-term obligations
are ordinarily valued at the mean between the bid and asked prices as furnished
by an independent pricing service. However, short-term obligations with
maturities of 60 days or less are valued at amortized cost, which approximates
market value. 


    U.S. government obligations, held by the Government Income Portfolio and
the Income and Growth Portfolio are valued at the mean between the over-the-
counter bid and asked prices as furnished by an independent pricing service.
U.S. government obligations and other short-term obligations maturing in 60 days
or less are valued at amortized cost, which approximates market value. 


    Debt securities held by the Government Income Portfolio for which current
market quotations are not readily available are valued at their fair value.  An
independent pricing service values such securities taking into consideration
yield, stability, risk, quality, coupon, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it deems relevant in determining valuations for
normal institutional size trading units of debt securities and does not rely
exclusively on quoted prices. 


    Municipal bonds, held by the Municipal Income Portfolio, are valued at fair
value. An independent pricing service values the Portfolio's municipal bonds
taking into consideration yield, stability, risk, quality, coupon, maturity,
type of issue, trading characteristics, special circumstances of a security or
trading market, and any other factors or market data it deems relevant in
determining valuations for normal institutional size trading units of debt
securities and does not rely exclusively on quoted prices. 


    (b) Repurchase Agreements-Repurchase agreements are purchases of securities
where the seller agrees to repurchase the securities at a specified time and
price. It is the policy of the Trust to require the custodian bank to take
possession, to have legally segregated in the Federal Reserve Book entry system,
or to have segregated within the custodian bank's vault all securities held as
collateral in support of repurchase agreement investments. Addi-


                                                                             65

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

tionally, procedures have been established by the Trust to monitor, on a
daily basis, the market value of each repurchase agreement's underlying
securities to ensure the existence of a proper level of collateral. 


    The Trust will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by the
Trust's adviser to be creditworthy pursuant to guidelines established by the
Trustees. Risks may arise from the potential inability of counterparties to
honor the terms of the repurchase agreement. Accordingly, the Trust could
receive less than the repurchase price on the sale of collateral securities. 


    (c) Borrowings-Each of the Portfolios may, under certain circumstances,
borrow money directly or through reverse repurchase agreements (arrangements in
which the Portfolio sells a security for a percentage of its market value with
an agreement to buy it back on a set date) or pledge securities. The Municipal
Income Portfolio may borrow up to 5% of its total assets and may pledge up to
10% of the value of those assets to secure such borrowings. Under certain
circumstances, each remaining Portfolio may borrow up to one-third of the value
of its net assets and pledge up to 10% of the value of those assets to secure
such borrowings. At September 30, 1994, Government Income Portfolio had an
outstanding reverse repurchase agreement which amounted to $8,956,501 with a
rate of 5.23%, and a maturity date of 12/22/94. 


    (d) Security Transactions and Investment Income-Security transactions for
the Portfolios are accounted for on the trade date. Dividend income is recorded
on the ex-dividend date. Interest income (except for Municipal Income Portfolio)
is recorded on the accrual basis. Interest income includes interest and discount
earned (net of premium) on short-term obligations, and interest earned on all
other debt securities including original issue discount as required by the
Internal Revenue Code. Dividends to shareholders and capital gain distributions,
if any, are recorded on the ex-dividend date. 


    Interest income for the Municipal Income Portfolio includes interest earned
net of premium, and original issue discount as required by the Internal Revenue
Code.


66

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

    (e) Federal Taxes-No provision for federal income taxes has been made since
it is each Portfolio's intent to comply with the provisions applicable to
regulated investment companies under the Internal Revenue Code and to distribute
to its shareholders within the allowable time limits substantially all taxable
income and realized capital gains. 


    Dividends paid by the Municipal Income Portfolio representing net interest
received on tax-exempt municipal securities are not includable by shareholders
as gross income for federal income tax purposes because the Portfolio intends to
meet certain requirements of the Internal Revenue Code applicable to regulated
investment companies which will enable the Portfolio to pay tax-exempt interest
dividends. The portion of such interest, if any, earned on private purpose
municipal bonds issued after August 7, 1986, may be considered a tax preference
item to shareholders. 


    At September 30, 1994, Growth Portfolio for federal tax purposes, had a
capital loss carryforward of approximately $2,690,000. Pursuant to the Code,
such capital loss carry-forwards expire as follows: $1,065,000 in 2001 and
$1,625,000 in 2002. 


    At September 30, 1994, Government Income Portfolio for federal tax
purposes, had a capital loss carryforward of approximately $4,500,000. Pursuant
to the Code, such capital loss carryforwards expire as follows: $821,000 in 2001
and $3,679,000 in 2002. 


    At September 30, 1994, Income and Growth Portfolio for Federal tax
purposes, had a capital loss carryforward of approximately $92,000. Pursuant to
the Code, such capital less carryforward will expire in 2002. 


    Such capital loss carryforwards will reduce the Portfolios' taxable income
arising from future net realized gains on investments, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of the
distributions to shareholders which would otherwise relieve the Portfolios of
any liability for federal tax. 


    (f) When-Issued and Delayed Delivery Transactions-The Portfolios may engage
in when-issued or delayed delivery transactions. To the extent the Portfolios
engage in such transactions, they will do so for the purpose of acquiring
portfolio securities consistent with their invest-


                                                                             67

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

ment objectives and policies and not for the purpose of investment leverage.
The Portfolios will record a when-issued security and the related liability on
the trade date. Until the securities are received and paid for, the Portfolios
will maintain 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. 


    (g) Futures Contracts-Upon entering into a futures contract with a broker,
the Municipal Income Portfolio is required to deposit in a segregated account an
amount ("initial margin") of cash or U.S. government securities equal to a
percentage of the contract value. When entering into the contract the Portfolios
agree to receive from or pay the broker an amount of cash equal to a specific
dollar amount times the difference between the closing value of the stock index
and the price at which the contract was made. On a daily basis, the value of a
futures contract is determined and any difference between such value and the
original futures contract value is reflected in the "variation margin" account.
Daily variation margin adjustments, arising from this "marking to market"
process, are recorded as unrealized gains or losses. At September 30, 1994, the
Municipal Income Portfolio had open U.S. Treasury Bond futures contracts with an
aggregate notional value of $10,000,000. The Portfolio recorded unrealized gains
of $352,317 on such futures contracts. 


    The Portfolio may decide to close their position on a contract at any time
prior to the contract's expiration. When a contract is closed, a realized gain
or loss is recognized. Risks of entering into futures contracts include the
possibility that there may be an illiquid market and that a change in the value
of the contract may not correlate with changes in the value of the underlying
securities. For the year ended September 30, 1994, the Municipal Income
Portfolio had realized gains of $167,132 on closed futures contracts. 


    (h) Option Contracts-The Growth Portfolio may write or purchase stock index
option contracts. A written stock index option obligates the Growth Portfolio to
deliver (a call), or to receive (a put), the contract amount of foreign currency


68

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

upon exercise by the holder of the option. The value of the option contract
is recorded as a liability and the unrealized gain or loss is measured by the
difference between the current value and the premium received. The Growth
Portfolio had no options outstanding at September 30, 1994. 


    (i) Deferred Organization Expenses- Costs incurred by the Portfolios in
connection with their initial share registration, other than organization
expenses, were deferred and are being amortized on a straight-line basis through
April 1997. 


    (j) Expenses-Expenses of the Portfolios (other than distribution fees) and
waivers and reimbursements, if any, are allocated to each class of shares based
on their relative average daily net assets for the period. Expenses incurred by
the Portfolios which do not specifically relate to an individual Portfolio are
allocated among all Portfolios based on a Portfolio's relative net asset value
size or as deemed appropriate by the administrator. 


    (k) Dollar Roll Transactions-The Government Income Portfolio, Income and
Growth Portfolio and Global Portfolio may enter into dollar roll transactions,
with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in which
the Portfolios sell mortgage securities to financial institutions and
simultaneously agree to repurchase substantially similar (same type, coupon and
maturity) securities at a later date at an agreed upon price. During the period
between the sale and repurchase, the Portfolios forgo principal and interest
paid on the mortgage security sold. The Portfolios are compensated by the
interest earned on the cash proceeds of the initial sale and any additional fee
income received on the sale. 


    (l) Currency Transactions-Foreign currency amounts are converted into U.S.
dollars at the current rate of such currencies against U.S. dollars as follows:
assets and liabilities at the rate of exchange at the end of the respective
period; purchases and sales of securities and income and expenses at the rate of
exchange prevailing on the dates of such transactions. It is not practicable to
isolate that portion of the results of operations arising from changes in the
exchange rates from the portion arising from changes in the market prices of
investment securities.


                                                                             69

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

    (m) Distributions to shareholders are determined in accordance with income
tax regulations. Distributions from taxable net investment income and net
capital gains can exceed book basis net investment income and net capital gains.
Effective October 1, 1993, the Portfolios adopted Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment Companies. As a
result of this statement, the Portfolios changed the financial statement
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions determined in
accordance with income tax regulations. Accordingly, the following Portfolios
have made reclassifications as of September 30, 1993 to reflect the adoption of
the statement. The Growth Portfolio reclassification resulted in an increase in
undistributed net investment income of $367,348 and a decrease in additional
paid-in capital of $367,348. The Capital Growth Portfolio reclassification
resulted in an increase in undistributed net investment income of $49,507 and a
decrease in undistributed realized gain (loss) on investment transactions and
additional paid-in capital of $49,484 and $23, respectively. 


    Differences between book basis investment income available for distribution
and tax basisinvestment income available for distribution are primarily
attributable to differences in the treatment on net operation losses. 


NOTE 3: DIVIDENDS 

    Dividends will be declared daily and paid monthly to all shareholders
invested in the Government Income Portfolio and the Municipal Income Portfolio
on the record date. Dividends are declared and paid semi-annually to all
shareholders invested in the Capital Growth Portfolio on the record date,
dividends are declared and paid annually to all shareholders invested in the
Growth Portfolio and the Global Portfolio on the record date, and dividends are
declared and paid quarterly to all shareholders invested in the Income and
Growth Portfolio on the record date. Dividends will be reinvested in additional
shares of the same class and Portfolio on payment dates at the ex-dividend date
net asset value without a sales charge unless


70

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

cash payments are requested by shareholders in writing to the Trust. Capital
gains realized by each portfolio, if any, will be distributed at least once
every 12 months.

NOTE 4: INVESTMENT ADVISORY FEE AND OTHER

    Cambridge Investment Advisors, Inc., the Portfolios' investment adviser
("Investment Adviser"), receives for its services an annual investment advisory
fee not to exceed the following percentages of the average daily net assets of
the particular Portfolio: Growth Portfolio, 0.80%; Capital Growth Portfolio,
0.80%; Government Income Portfolio, 0.60%; Municipal Income Portfolio, 0.60%;
Income and Growth Portfolio, 0.75%; and Global Portfolio, 1.10%. The Investment
Adviser may, from time to time, voluntarily waive some or all of its investment
advisory fee and may terminate any such voluntary waiver at any time at its sole
discretion. 


    The Investment Adviser pays each sub-adviser an annual fee not to exceed
the following percentage of Portfolio average daily net assets: Growth
Portfolio, 0.40%, Capital Growth Portfolio, 0.40%; Government Income Portfolio,
0.30%; and Municipal Income Portfolio, 0.30%. The sub-adviser to the Income and
Growth Portfolio receives from the Investment Adviser an annual fee expressed as
a percentage of that Portfolio's average daily net assets as follows: 0.325% of
the first $50 million in Portfolio average daily net assets, 0.275% of the next
$150 million, 0.225% of the next $300 million and 0.200% of any amounts over
$500 million. The sub-adviser to the Global Portfolio receives from the
Investment Adviser an annual fee expressed as a percentage of that Portfolio's
average daily net assets as follows: 0.55% of the first $75 million in average
daily net assets, and 0.50% of any amounts over $75 million. No performance or
incentive fees are paid to the sub-advisers. Under certain sub-advisory
agreements, the particular sub-adviser may, from time to time, voluntarily waive
some or all of its sub-advisory fee charged to the Investment Adviser and may
terminate any such voluntary waiver at any time in its sole discretion. For the
year ended September 30, 1994 the Investment Adviser and sub-advisers earned and
voluntarily waived the following advisory fees:


                                                                             71

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)
<TABLE>
<CAPTION>

                                                                   Sub-Adviser
                  Adviser       Adviser Fee       Sub-Adviser           Fee
                    Fee         Voluntarily         Fee             Voluntarily
Portfolio          Earned         Waived           Earned              Waiver
<S>               <C>              <C>            <C>                  <C>
Growth            $410,955              -         $205,478               -
Capital Growth     590,693              -          295,347               -
Government Income  839,139              -          419,570               -
Municipal Income   468,787         81,713          234,393               -
Income and Growth  374,462              -          187,231               -
Global              69,515         69,515           34,757               -
</TABLE>


    Administrative personnel and services are provided by Investment Management
Group, Inc. ("IMG" ) at an annual rate of .125 of 1% on the first $1.5 billion
of average aggregate daily net assets of the Trust and .120 of 1% on average
aggregate daily net assets in excess of $1.5 billion. Prior to June 1, 1994,
administrative personnel and services were provided by Cambridge Administration
Services ("CAS") at the same annual rate. IMG may voluntarily waive some or all
of its fee. 


    During the year ended September 30, 1994, CAS and IMG earned and
voluntarily waived the following administrative fees:

<TABLE>
<CAPTION>
                             Administrative        Administrative  Administrative  Administrative
                               Fee Earned            Fee Waived     Fee Earned        Fee Waived
Portfolio                        CAS                    CAS             IMG              IMG
<S>                            <C>                    <C>            <C>                <C>
Growth                        $ 45,092                $ 6,569         $19,103              -
Capital Growth                  65,005                      -          27,273              -
Government Income              126,300                 23,563          48,497              -
Municipal Income                66,804                      -          30,849              -
Income and Growth               37,484                 15,033          24,831              -
Global                           1,326                    530           6,344              -
</TABLE>

    The Class B shares of the Portfolios have adopted a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Each
Portfolio will reimburse Cambridge Distributors, Inc. (the "Distributor"), from
the assets of the Class B Shares of each Portfolio, for fees it paid which
relate to the distribution and administration of each Portfolio's Class B
Shares. The Plan provides that the Portfolio may incur distribution expenses up
to 0.75% of 1% of the average daily net assets of the Class B shares for the
Growth Portfolio, Capital Growth Portfolio, Income and Growth Portfolio and
Global Portfolio and 0.50% of 1% of the average daily net assets of the Class B
shares for the Government Income Portfolio and Municipal Income Portfolio.

72

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

    The Trust has adopted a Shareholder Servicing Plan (the "Service Plan") with
respect to Class A and Class B shares of each Portfolio.Under the Service Plan,
financial institutions will enter into shareholder service agreements with the
Portfolios to provide administrative support services to their customers who
from time to time may be owners of record or beneficial owners of Class A or
Class B shares of one or more Portfolios. In return for providing these support
services, a financial institution may receive payments from one or more
Portfolios at a rate not exceeding 0.25 of 1% of the average daily net assets of
the Class A or Class B shares of the particular Portfolio or Portfolios
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. 


    Organization expenses of the Growth Portfolio ($55,060), Capital Growth
Portfolio ($51,200), Government Income Portfolio ($51,301), Municipal Income
Portfolio ($49,701), Income and Growth Portfolio ($29,179) and Global Portfolio
($45,771) were borne initially by CAS. Each Portfolio has agreed to reimburse
CAS for the organization expenses initially borne by CAS during the five-year
period following the date the Trust's Portfolios' registration became effective.



    The amounts reimbursed to CAS for the year ended September 30, 1994 were as
follows: Growth Portfolio ($11,012), Capital Growth Portfolio ($10,240),
Government Income Portfolio ($10,260), Municipal Income Portfolio ($9,940),
Income and Growth Portfolio ($5,836). 


NOTE 5: INVESTMENT TRANSACTIONS

    Purchases, and sales of investments (excluding short-term investments), for
the fiscal year ended September 30, 

1994, were as follows:

Portfolio                 Purchases        Sales

Growth                 $ 66,113,202    $ 68,718,113
Capital Growth           90,983,444     104,459,473
Government Income       764,033,260     766,987,854
Municipal Income         67,155,011      66,953,196
Income and Growth        64,498,072      37,345,870
Global                   15,956,459         276,203

                                                                             73

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

NOTE 6: UNREALIZED APPRECIATION AND DEPRECIATION
OF INVESTMENTS
    At September 30, 1994, the cost of investments for federal income tax
purposes, amounted to $38,969,059 for the Growth Portfolio, $61,477,308 for the
Capital Growth Portfolio, $137,682,288 for the Government Income Portfolio,
$73,076,934 for Municipal Income Portfolio, $59,801,451 for the Income and
Growth Portfolio, and $17,146,199 for the Global Portfolio. Gross unrealized
appreciation and depreciation of investments based on such cost at September 30,
1994 were as follows:

<TABLE>
<CAPTION>

                            Gross            Gross            Net Unrealized
                          Unrealized        Unrealized          Appreciation/
Portfolio                Appreciation      Depreciation        (Depreciation)

<S>                     <C>                 <C>                  <C>
Growth                  $4,509,389          $1,479,202           $ 3,030,187
Capital Growth           3,033,125           1,408,137             1,624,988
Government Income          327,206           5,643,273            (5,316,067)
Municipal Income           879,782           2,711,164            (1,831,382)
Income and Growth        3,199,063           3,001,962               197,101
Global                     709,272             675,017                34,255
</TABLE>

NOTE 7: FORWARD CONTRACTS
    In connection with portfolio purchases and sales of securities denominated
in a foreign currency, the Growth Portfolio, the Capital Growth Portfolio, the
Income and Growth Portfolio and the Global Portfolio may enter into forward
foreign currency exchange contracts ("contracts"). Additionally, from time to
time the Growth Portfolio, Capital Growth Portfolio, the Income and Growth
Portfolio and the Global Portfolio may enter into contracts to hedge certain
foreign currency assets. Contracts are recorded at market value. Realized gains
and losses arising from such transactions are included in net gain (loss) on
investments and forward foreign currency exchange contracts. The Portfolios are
subject to the credit risk that the other party will not complete the
obligations of the contract. At September 30, 1994 the Global Portfolio had
outstanding forward contracts as set forth below.


74

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                          Contracts                       Net Unrealized
                         to Deliver/    In Exchange        Appreciation
Settlement Date            Receive         For            (Depreciation)

Sales
4/25/96 Japan-Yen          52,596,340    $562,843           $  (15,282)
7/1/96 Japan-Yen           29,851,660    $321,878           $    1,122
                                         $884,721           $  (14,160)
Net unrealized
 depreciation
on Forward Contracts                                        $  (14,160)



NOTE 8: CAPITAL SHARE TRANSACTIONS
    The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of beneficial interest (without par value) for
each class of shares. Transactions in Portfolio shares were as follows:


                                                   CAMBRIDGE GROWTH PORTFOLIO

<TABLE>
<CAPTION>
                                     Year                            Year
                                Ended 9/30/94                      Ended 9/30/93
                          Shares            Dollars           Shares       Dollars

<S>                   <C>                 <C>             <C>           <C>
CLASS A:
Shares outstanding,
  beginning of period   1,180,695         $17,187,308         810,934     $11,500,191

Shares sold               220,548           3,512,282         557,050       8,601,094
Shares issued upon
  reinvestment
  of distributions              -                   -           1,460          22,029

Shares redeemed          (408,189)         (6,315,589)       (188,749)     (2,936,006)

Shares outstanding,
  end of period           993,054         $14,384,001       1,180,695     $17,187,308


CLASS B:
Shares outstanding,
  beginning of period   2,113,910         $31,296,376          978,243    $13,778,060

Shares sold               733,554          11,516,364        1,426,86     121,994,222
Shares issued
  upon reinvestment
  of distributions              -                   -               -            -

Shares redeemed         (873,428)         (13,336,068)         (291,194)   (4,475,906)

Shares outstanding,
  end of period         1,974,036         $29,476,672         2,113,910   $31,296,376
</TABLE>


                                                                             75

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)
<TABLE>
<CAPTION>

                                                CAMBRIDGE CAPITAL GROWTH PORTFOLIO

                                    Year                             Year
                               Ended 9/30/94                     Ended 9/30/93
                          Shares         Dollars          Shares          Dollars

<S>                   <C>              <C>            <C>                <C>
CLASS A:
Shares outstanding,
  beginning of period    2,055,500     $29,379,736      1,467,971         $20,673,912

Shares sold                155,406       2,353,285        866,833          12,868,150
Shares issued
  upon reinvestment
  of distributions          21,385         320,355         13,495             198,314

Shares redeemed          (809,281)     (12,181,621)      (292,799)         (4,360,640)

Shares outstanding,
  end of period          1,423,010     $19,871,755      2,055,500         $29,379,736


CLASS B:
Shares outstanding,
  beginning of period    3,744,511     $54,154,730      1,790,373         $25,238,907

Shares sold               484,356        7,254,585       2,369,048         35,080,707
Shares issued
  upon reinvestment
  of distributions         29,045          435,097          8,583             126,421

Shares redeemed        (1,479,886)     (22,203,933)      (423,493)         (6,291,305)

Shares outstanding,
  end of period          2,778,026     $39,640,479      3,744,511         $54,154,730
</TABLE>

<TABLE>
<CAPTION>

                                  CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
                                  Year                             Year
                              Ended 9/30/94                  Ended 9/30/93
                        Shares          Dollars          Shares          Dollars
<S>                     <C>            <C>              <C>           <C>
CLASS A:
Shares outstanding,
  beginning of period    3,403,828     $48,807,954      2,552,475     $36,680,594

Shares sold                175,391       2,326,934      1,223,573      17,167,884
  Shares issued
  upon reinvestment
  of distributions         104,113       1,395,612        141,599       2,252,607

Shares redeemed         (1,319,559)    (17,795,382)      (513,819)     (7,293,131)

Shares outstanding,
  end of period          2,363,773     $34,735,118      3,403,828     $48,807,954
</TABLE>

76

<PAGE>



<TABLE>


CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

                                    CAMBRIDGE GOVERNMENT INCOME PORTFOLIO
                                  Year                             Year
                              Ended 9/30/94                  Ended 9/30/93
                        Shares          Dollars          Shares          Dollars
<S>                     <C>            <C>               <C>             <C>
CLASS B:
Shares outstanding,
  beginning of period     9,059,536    $129,708,345        4,558,855     $65,524,950

Shares sold                 895,699     12,254,465         6,067,033      86,660,210
  Shares issued
  upon reinvestment
  of distributions           290,900     3,906,462            336,653      4,535,586

Shares redeemed           (4,142,540)  (55,693,345)        (1,903,005)   (27,012,401)

Shares outstanding,
  end of period            6,103,595     90,175,927         9,059,536    $129,708,345
</TABLE>


<TABLE>
<CAPTION>


                                              CAMBRIDGE MUNICIPAL INCOME PORTFOLIO

                                    Year                           Year
                                Ended 9/30/94                  Ended 9/30/93
                           Shares       Dollars           Shares         Dollars
<S>                     <C>           <C>              <C>           <C>
CLASS A:
Shares outstanding,
  beginning of period   1,822,030     $26,713,229      1,273,427     $18,482,871

Shares sold               192,548       2,946,139        699,910      10,541,396
Shares issued
  upon reinvestment
  of distributions         51,632         797,051         44,317         672,587

Shares redeemed          (328,132)     (4,975,320)      (195,624)     (2,983,625)

Shares outstanding,
  end of period         1,738,078     $25,481,099      1,822,030     $26,713,229


CLASS B:
Shares outstanding,
  beginning of period   3,173,809     $47,130,669      1,642,240     $24,071,326

Shares sold               723,926      11,283,387      1,890,537      28,671,521
  Shares issued
  upon reinvestment
  of distributions        109,721       1,694,171         81,888       1,245,720

Shares redeemed          (809,227)    (12,195,599)      (440,856)     (6,857,898)

Shares outstanding,
  end of period         3,198,229     $47,912,628      3,173,809     $47,130,669
</TABLE>

                                                                             77

<PAGE>


CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)


<TABLE>
<CAPTION>

                                  CAMBRIDGE INCOME AND GROWTH PORTFOLIO

                                 Year                              Period
                              Ended 9/30/94                   Ended 9/30/93*
                          Shares         Dollars           Shares       Dollars
<S>                       <C>          <C>                <C>         <C>
CLASS A:
Shares outstanding,
  beginning of period      661,893     $9,518,102               -     $ -

Shares sold                621,368      9,508,705         692,725     9,965,467
  Shares issued
  upon reinvestment
  of distributions          31,362        474,885           3,200        47,907

Shares redeemed           (150,563)    (2,281,176)        (34,032)     (495,272)

 Shares outstanding,
  end of period          1,164,060     17,220,516         661,893    $9,518,102


CLASS B:
Shares outstanding,
  beginning of period    1,216,165    $17,686,756               -    $ -

Shares sold              1,909,839     29,152,862       1,225,260    17,820,803
Shares issued
  upon reinvestment
  of distributions          59,116        895,345           3,359        50,376

Shares redeemed           (356,385)    (5,411,387)        (12,454)     (184,423)

Shares outstanding,
  end of period          2,828,735    $42,323,576       1,216,165   $17,686,756



</TABLE>


            CAMBRIDGE GLOBAL PORTFOLIO **

                                 Period
                             Ended 9/30/94

                        Shares         Dollars

CLASS A:
Shares outstanding,
  beginning of period        -               -

Shares sold            713,962     $10,133,334
  Shares issued
  upon reinvestment
  of distributions           -               -

Shares redeemed        (89,781)     (1,281,155)

Shares outstanding,
  end of period        624,181     $ 8,852,179

78

<PAGE>

CAMBRIDGE SERIES TRUST
Notes to the Financial Statements (continued)

                CAMBRIDGE GLOBAL PORTFOLIO **

                                 Period
                            Ended 9/30/94
                        Shares        Dollars

CLASS B:
Shares outstanding,
  beginning of period        -              -

Shares sold            593,033     $8,409,160
  Shares issued
  upon reinvestment
  of distributions           -              -

Shares redeemed        (28,362)      (404,051)

Shares outstanding,
  end of period        564,671     $8,005,109

*  For the period from May 24, 1993 (date of initial public investment)
   to September 30, 1993.

** For the period from March 29, 1994 (date of initial public invest--
   ment) to September 30, 1994.


                                                                             79

<PAGE>

CAMBRIDGE SERIES TRUST
INDEPENDENT AUDITORS' REPORT

THE TRUSTEES AND SHAREHOLDERS
CAMBRIDGE SERIES TRUST

    We have audited the accompanying statements of assets and liabilities of the
Growth, Capital Growth, Government Income, Municipal Income, Income and Growth
and Global Portfolios, portfolios of Cambridge Series Trust, including the
portfolios of investments, as of September 30, 1994 and related statements of
operations for the year then ended for the Growth, Capital Growth, Government
Income, Municipal Income, and Income and Growth Portfolios and for the period
from March 29, 1994 (date of initial public investment) to September 30, 1994
for the Global Portfolio, the statements of changes in net assets for each of
the years in the two year period ended September 30, 1994 for the Growth,
Capital Growth, Government Income and Municipal Income Portfolios, for the year
ended September 30, 1994 and for the period from May 24, 1993 (date of initial
public investment) to September 30, 1993 for the Income and Growth Portfolio and
for the period from March 29, 1994 to September 30, 1994 for the Global
Portfolio, and the financial highlights for the periods presented on pages 52 to
63. These financial statements and financial highlights are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
September 30, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

    In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Growth, Capital Growth, Government Income, Municipal Income, Income and Growth
and Global Portfolios, as of September 30, 1994, the results of their operations
for the year then ended for the Growth, Capital Growth, Government Income,
Municipal Income and Income and Growth Portfolios and for the period from March
29, 1994 to September 30, 1994 for the Global Portfolio, the changes in their
net assets for each of the aforementioned years or periods in the two year
period then ended and the financial highlights for each of the years or periods
as indicated on pages 52 to 63, in conformity with generally accepted accounting
principles.

                                                    KPMG Peat Marwick LLP
Boston, Massachusetts
November 11, 1994


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